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

Annual report pursuant to Section 13 or 15(d) of the
    Securities Exchange Act of 1934For the year ended December 31,
    2007ORo

Transition report pursuant to Section 13 or 15(d) of the
    Securities Exchange Act of 1934   Commission File Number:
    000-27389
  INTERWOVEN, INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware

77-0523543(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   160 East Tasman Drive, San Jose, California 95134
 (Address of principal executive
    offices and zip code)
  (408) 774-2000
 (Registrants telephone number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class:

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

The NASDAQ Stock Market LLC   Securities registered pursuant to Section 12(g) of the
    Act: None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
    Large accelerated
    filer o

Accelerated
    filer þ

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

Smaller reporting
    Company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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##### 





INTERWOVEN,
    INC.
  TABLE OF
    CONTENTS
   
 Page No.PART IItem 1.


Business


4Item 1A.


Risk Factors


11Item 1B.


Unresolved Staff Comments


23Item 2.


Properties


23Item 3.


Legal Proceedings


23Item 4.


Submission of Matters to a Vote of Security
    Holders


24PART IIItem 5.


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


25Item 6.


Selected Financial Data


26Item 7.


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


27Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


42Item 8.


Financial Statements and Supplementary
    Data


45Item 9.


Changes in and Disagreements with Accountants
    on Accounting and Financial Disclosure


47Item 9A.


Controls and Procedures


47Item 9B.


Other Information


48PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


48Item 11.


Executive Compensation


48Item 12.


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


49Item 13.


Certain Relationships and Related
    Transactions, and Director Independence


49Item 14.


Principal Accounting Fees and Services


49PART IVItem 15.


Exhibits, Financial Statement Schedules


49Signatures


87EXHIBIT 21.01EXHIBIT 23.01EXHIBIT 23.02EXHIBIT 31.01EXHIBIT 31.02EXHIBIT 32.01EXHIBIT 32.02




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CAUTION
    REGARDING FORWARD LOOKING STATEMENTS
  Form 10-K Form 10-K
   3




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##### Table of Contents



PART I  ITEM 1.
    BUSINESS  Overview
    (408) 774-2000. www.interwoven.com Form 10-K, Form 10-Q, Form 8-K www.sec.gov
  Interwoven
    Solutions and Products
  Solution
    Areas
    Interwoven
    Solutions for the Enterprise
    
    Interwoven Web Content Management enables organizations to
    transform their online presence, protect their brand online,
    comply with corporate governance standards and improve
    operational efficiency across Web-based initiatives.
    Interwoven Marketing Asset Management enables self-service
    access to current and approved rich-media marketing content and
    helps marketing organizations to consistently and effectively
    promote products and brands.
    Interwoven Composite Application Provisioning standardizes the
    method by which changes to code, content and configuration are
    aggregated, synchronized and deployed. This solution increases
    efficiency and reduces provisioning costs, accelerates
    application
    time-to-market,
    and eliminates error-prone manual processes.
    Interwoven Collaborative Document Management allows
    organizations to better manage the creation, distribution and
    use of documents, enabling businesses to get to market faster,
    accelerate the negotiation and contract process, understand
    intellectual property, manage written assets and improve the
    productivity of people and content inside and outside the
    enterprise.
    Interwoven Segmentation and Analytics enables marketing
    organizations to deliver more compelling and relevant online
    experiences, target content and offers to high value segments,
    and optimize the return on customer interactions based on
    analyzed behavior, resulting in increased conversions, greater
    competitive differentiation and more interactive dialogues with
    customers.
    Interwoven Multivariable Testing and Website Optimization
    optimizes a wide range of online marketing elements, such as
    landing pages, registration pages, shopping carts, credit card
    pages, banner ads, email creatives and Web applications. By
    exposing different combinations of content to different visitors
    and then 4




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measuring visitors actions, this solution can identify the
    most compelling combination of content and layout to drive
    increased online conversions.  Interwoven
    Solutions for Professional Services Firms
  e-mail
  
    Interwoven Practice Support enables firms to manage the workflow
    of new business intake and conflicts checking, to improve
    efficiency, mitigate risks to the firm and reduce the amount of
    time professionals spend on non-billable activities.
    Interwoven Electronic Client File enables firms to protect
    intellectual capital in a secure, centralized repository,
    improve productivity, accelerate user adoption with little or no
    training and provide convenient access.
    Interwoven Records Management solution enables organizations to
    implement effective unified physical and electronic records
    retention policies and is designed to improve control over
    storage costs and reduce risk of loss or unauthorized access.
    Interwoven Universal Search  Professional Services
    Edition delivers a highly tailored and comprehensive search
    solution that spans firm-wide repositories and provides a simple
    Web interface with rich tools to refine search results for
    end-users.  Interwoven
    Solutions for Global Capital Markets
  over-the-counter
  
    Interwoven P2P
    (peer-to-peer)
    is a standardized communication platform that enables
    streamlined messaging and workflow for automated OTC derivatives
    confirmations. Interwoven P2P also provides a solution that
    enables
    peer-to-peer
    messaging for secure, bilateral messaging between transaction
    counterparties.
    Interwoven MessageConnect enables mitigation of trade
    confirmation and settlement risks by enabling seamless
    connectivity with market utilities such as DTCC.
    Interwoven Trade Lifecycle solution enables financial services
    customers to automate the entire realm of trade-related
    documentation and workflow.  Products
   5




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
    Document Management Interwoven
    WorkSitetm
    provides collaboration and document management capabilities that
    enable organizations to capture, develop, manage, share, review,
    approve and archive multiple forms of electronic media. WorkSite
    is designed to provide quick and intuitive document storing,
    location and retrieval within an environment that provides rich
    collaboration and project based context to capture the highest
    level of organizational knowledge and facilitate team
    information exchange. With WorkSite, documents,
    e-mails,
    voicemail, images, schedules, tasks and calendars are combined
    within a single project environment that provides a
    comprehensive set of document handling features, including
    check-in/check-out, version control, full-text and metadata
    search and document-level security and permissions.
    Web Content Management Interwoven Web
    Content Management Suiteprovides the capabilities needed to
    build, deploy and integrate content management for the
    enterprise. With Interwoven Web content management, companies
    can easily and cost effectively create and manage up to hundreds
    of thousands of Websites. Companies can centralize the control
    of site architecture, navigation and presentation, distribute
    site development, deployment and ongoing management to
    individual business units, and improve the ability of content
    contributors and editors to add, modify, and approve content
    within the context of individual Web initiatives. Interwoven Web
    content management provides the foundation and tools for
    effectively using the Web and all of its complex permutations to
    increase business value, improve productivity, and reduce
    information technology expenses. The suite is made up of the
    following products:  
    Interwoven
    TeamSite®provides a content management platform to manage
    authoring, site design and layout, workflow and approval,
    archiving and content tagging.
    Interwoven
    TeamPortaltm
    enables content contributors, reviewers and approvers to access
    the TeamSite system via industry-standard portals, such as IBM
    WebSphere and BEA WebLogic.
    Interwoven
    LiveSite®powers dynamic, online content delivery and Web 2.0
    capabilities such as blogs, Really Simple Syndication and other
    social computing functionality.
    Interwoven
    MetaTagger®automates the tagging of content to increase
    accessibility and relevance for customers.
    Interwoven
    OpenDeploy®provides multi-tiered, multi-stage, transaction based
    deployment and provisioning of content, code, and configurations.
    Interwoven Targetingprovides user segmentation,
    rules creation and management and dynamic, targeted content
    delivery.  
    Multivariable Optimization Interwoven
    Optimostprovides a multivariable testing and Website
    optimization solution on a software-as-a-service delivery model.
    Digital Asset Management Interwoven
    MediaBin®
    helps organizations effectively manage, distribute, and publish
    the thousands of customer-facing digital assets our customers
    typically use to promote products and brands. MediaBin enables
    marketing teams to provide their global sales force and business
    partners with instant, self-service access to current and
    approved marketing content  including photographs,
    logos, presentations, audio, video and more. When used in
    conjunction with Interwoven TeamSite, MediaBin streamlines the
    usage of rich media content across global Web properties and
    other channels.
    Records Management Interwoven
    RecordsManagerprovides for the application and management
    of retention policy for paper, electronic documents and
    e-mail in a
    single solution. Enabling the management of all forms of
    records, Interwoven RecordsManager aids organizations in
    controlling records consistently and effectively across offices,
    media types and systems, reducing the cost of managing records
    and the risk from inconsistent application of records policies.
    Interwoven RecordsManager is integrated with WorkSite. 6




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
    Unified Search Interwoven Universal
    Search  Professional Services Editionunifies
    content across multiple internal and external content sources
    within a single search environment and presents easy to navigate
    results quickly in a user-friendly Web interface, with enhanced
    filtering capabilities. Interwoven Universal Search 
    Professional Services Edition is powered by Vivisimo Velocity, a
    third party software vendor.
    E-Mail
    Management Interwoven
    E-Mail
    Managementprovides organizations a multiple-path solution
    to assist in the capture and storage of
    e-mail
    within the unified context of a project, engagement or matter
    file  reducing the burden on
    e-mail
    servers, and transforming
    e-mail from
    an isolated knowledge source into an asset that can be shared
    across all locations, easily and securely.
    Content Integration The Interwoven
    Content Integration Moduleprovides an integration framework
    for connecting content-centric business processes and systems.
    For example, this module enables integration between our
    products such as Interwoven MetaTagger, Interwoven WorkSite MP
    and Interwoven TeamSite.  Support
    and Service
  Customer Support. e-mail
  Consulting.
  Training.
  Customers
  time-to-value and/or
  Sales and
    Marketing
   7




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Research
    and Development
      Acquisitions
    Competition
    
    companies addressing needs of the market in which we compete
    such as EMC Corporation, IBM, Microsoft Corporation, Open Text
    Corporation, Oracle Corporation, Vignette Corporation and Xerox
    Corporation;
    intranet and groupware companies, such as IBM, Microsoft
    Corporation and Novell, Inc.;
    open source vendors, such as RedHat, Inc., OpenCms and
    Mambo; and
    in-house development efforts by our customers and partners.   8




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
    breadth of the enterprise content management solution;
    product functionality and features;
    coverage of sales force and distribution channel;
    availability of global support;
    quality and depth of integration of the individual software
    modules across the full content management suite;
    ease and speed of product implementation;
    hardware implications and the total cost of ownership required
    to deploy content management solutions;
    financial condition of vendors;
    vendor and product reputation;
    ability of products to support large numbers of concurrent users;
    price;
    security;
    interoperability with established software;
    scalability; and
    ease of access and use.    Seasonality
    Intellectual
    Property and Other Proprietary Rights
   9




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10




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Employees
    ITEM 1A.
    RISK
    FACTORS  Form 10-K
  Many
    factors can cause our operating results to fluctuate and if we
    fail to satisfy the expectations of investors or securities
    analysts, our stock price may decline.
    
    the discretionary nature of our customers purchases and
    their budget cycles;
    the inherent complexity, length and associated unpredictability
    of our sales cycle;
    seasonal fluctuations in information technology purchasing;
    the success or failure of any of our product offerings to meet
    with customer acceptance;
    delays in recognizing revenue from license transactions;
    timing of new product releases;
    timing of large customer orders;
    changes in competitors product offerings;
    sales force capacity and the influence of resellers and systems
    integrator partners;
    our ability to integrate newly acquired products or technologies
    with our existing products and effectively sell newly acquired
    or enhanced products; and
    the level of our sales incentive and commission-related expenses.    We may
    not be able to sustain profitability.
   11




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Sales
    cycles for our products are generally long and unpredictable, so
    it is difficult to forecast our future results.
    
    Licensing of our software products is often an enterprise-wide
    decision by our customers that involves many customer-specific
    factors, so our ability to make a sale may be affected by
    changes in the strategic importance of a particular project to a
    customer, budgetary constraints of the customer or changes in
    customer personnel.
    Customer approval and expenditure authorization processes can be
    difficult and time consuming, and delays in the process could
    impact the timing and amount of revenues recognized in a quarter.
    Changes in our sales incentive plans may have unexpected effects
    on our sales cycle and contracting activities.
    The significance and timing of our software enhancements, and
    the introduction of new software by our competitors, may affect
    customer purchases.      Contractual
    terms or issues that arise during the negotiation process may
    delay anticipated transactions and revenue.
       12




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Adverse
    changes in general economic or political conditions could
    adversely affect our operating results.
    Our
    revenues depend on a small number of products and markets, so
    our results are vulnerable to shifts in demand.
        Support
    and service revenues have represented a large percentage of our
    total revenues. Our support and service revenues are vulnerable
    to reduced demand and increased competition.
     13




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Our
    international operations have a significant impact on our
    overall operating results.
    
    foreign currency fluctuations;
    difficulties in attracting and retaining staff (particularly
    sales personnel) and managing foreign operations;
    the expense of foreign operations and compliance with applicable
    laws;
    political and economic instability;
    the expense of localizing our products for sale in various
    international markets and providing support and services in the
    local language;
    reduced protection for intellectual property rights in some
    countries;
    protectionist laws and business practices that favor local
    competitors;
    difficulties in the handling of transactions denominated in
    foreign currency and the risks associated with foreign currency
    fluctuations;
    regulation by United States federal and state laws, including
    the Foreign Corrupt Practices Act, and foreign laws, regulations
    and policies;
    changes in multiple tax and regulatory requirements;
    the effect of longer sales cycles and collection periods or
    seasonal reductions in business activity; and
    economic conditions in international markets.    Fluctuations
    in the exchange rates of foreign currency, particularly in Euro,
    British Pound and Australian Dollar and the various other local
    currencies of Europe and Asia, may harm our
    business.
   14




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The
    timing of large customer orders may have a significant impact on
    our consolidated financial results from period to
    period.
    We
    must attract and retain qualified personnel to be successful and
    competition for qualified personnel is increasing in our
    market.
    Share-Based Payment,
  We may
    not realize the anticipated benefits of past or future
    acquisitions, and integration of these acquisitions may disrupt
    our business and management.
    
    difficulty in assimilating the operations and personnel of the
    acquired company;
    difficulty in effectively integrating the acquired technologies
    or products with our current products and technologies;
    difficulty in maintaining controls, procedures and policies
    during the transition and integration;
    disruption of our ongoing business and distraction of our
    management and employees from other opportunities and challenges
    due to integration issues; 15




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
    difficulty integrating the acquired companys accounting,
    management information, human resources and other administrative
    systems;
    inability to retain key technical and managerial personnel of
    the acquired business;
    inability to retain key customers, distributors, vendors and
    other business partners of the acquired business;
    inability to achieve the financial and strategic goals for the
    acquired and combined businesses;
    incurring acquisition-related costs or amortization costs for
    acquired intangible assets that could impact our operating
    results;
    potential impairment of our relationships with employees,
    customers, partners, distributors or third-party providers of
    technology or products;
    potential failure of the due diligence processes to identify
    significant issues with product quality, architecture and
    development, integration obstacles or legal and financial
    contingencies, among other things;
    incurring significant exit charges if products acquired in
    business combinations are unsuccessful;
    incurring additional expenses if disputes arise in connection
    with any acquisition;
    potential inability to assert that internal controls over
    financial reporting are effective;
    potential inability to obtain, or obtain in a timely manner,
    approvals from governmental authorities, which could delay or
    prevent such acquisitions; and
    potential delay in customer and distributor purchasing decisions
    due to uncertainty about the direction of our product offerings.    and/or
  Economic
    conditions and significant world events have harmed and could
    continue to negatively affect our revenues and results of
    operations.
   16




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Increasing
    competition could cause us to reduce our prices and result in
    lower gross margins or loss of market share.
    
    companies addressing needs of the market in which we compete
    such as EMC Corporation, IBM, Microsoft Corporation, Open Text
    Corporation, Oracle Corporation, Vignette Corporation and Xerox
    Corporation;
    intranet and groupware companies, such as IBM, Microsoft
    Corporation and Novell, Inc.;
    open source vendors, such as OpenCms, Mambo and RedHat,
    Inc.; and
    in-house development efforts by our customers and partners.      Our
    future revenues depend in part on our installed customer base
    continuing to license additional products, renew customer
    support agreements and purchase additional
    services.
   17




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Because
    a significant portion of our revenues are influenced by
    referrals from strategic partners and, in some cases, sold
    through resellers, our future success depends in part on those
    partners, but their interests may differ from
    ours.
          Our
    stock price may be volatile, and your investment in our common
    stock could suffer a decline in value.
    
    actual or anticipated variations in quarterly operating results,
    or key balance sheet metrics such as days sales outstanding;
    changes in financial estimates by us or in financial estimates
    or recommendations by any securities analysts who cover our
    stock; 18




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##### Table of Contents




    operating performance and stock market price and volume
    fluctuations of other publicly traded companies and, in
    particular, those that are deemed comparable to us;
    announcements by us or our competitors of new products or
    services, technological innovations, significant acquisitions,
    strategic relationships or divestitures;
    our failure to realize the expected benefits of acquisitions;
    announcements of investigations or regulatory scrutiny of our
    operations or lawsuits filed against us;
    announcements of negative conclusions about our internal
    controls;
    articles in periodicals covering us, our competitors or our
    markets;
    reports issued by market research and financial analysts;
    capital outlays or commitments;
    additions or departures of key personnel;
    sector factors including conditions or trends in our industry
    and the technology arena; and
    overall stock market factors, such as the price of oil futures,
    interest rates and the performance of the economy.    We may
    be named in lawsuits related to the Audit Committee review our
    historical stock option practices and resulting restatement in
    December 2007. Any such litigation could become time consuming
    and expensive and could result in the payment of significant
    judgments and settlements, which could have a material adverse
    effect on our financial condition and results of
    operations.
     19




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Our
    failure to deliver defect-free software could result in losses
    and harmful publicity.
        If our
    products cannot scale to meet the demands of thousands of
    concurrent users, our targeted customers may not license our
    software, which will cause our revenues to
    decline.
      If our
    products do not operate with a wide variety of hardware,
    software and operating systems used by our customers, our
    revenues would be harmed.
     20




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Our
    products may lack essential functionality if we are unable to
    obtain and maintain licenses to
    third-party
    software and applications.
      Our
    ability to use net operating losses to offset future taxable
    income may be subject to certain limitations.
    Difficulties
    in introducing new products and product upgrades and integrating
    new products with our existing products in a timely manner will
    make market acceptance of our products less
    likely.
   21




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We
    might not be able to protect and enforce our intellectual
    property rights, a loss of which could harm our
    business.
      Our
    cash and investments are subject to risks which may cause losses
    and affect the liquidity of these investments.
    Our
    results of operations could be materially impacted if there are
    changes in our accounting estimates used in the determination of
    stock compensation expense.
  Share-Based
    Payment
 22




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Charges
    to earnings resulting from the application of the purchase
    method of accounting and asset impairments may adversely affect
    the market value of our common stock.
      ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES      ITEM 3.
    LEGAL
    PROCEEDINGS   23




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Simmonds v. Bank of America Corp. No. 07-1585,
    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   24




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##### Table of Contents



PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Price
    Range of Common Stock
      High


LowYear ended December 31, 2007:Fourth quarter

$
14.96


$
12.05Third quarter

$
15.66


$
11.63Second quarter

$
16.93


$
13.07First quarter

$
17.30


$
14.15Year ended December 31, 2006:Fourth quarter

$
15.27


$
10.98Third quarter

$
11.46


$
8.41Second quarter

$
10.57


$
8.35First quarter

$
9.79


$
8.12   Holders
    of Record
    Dividend
    Policy
    Unregistered
    Sales of Equity Securities
    Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchasers
   25




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ITEM 6.
    SELECTED
    FINANCIAL DATA  Form 10-K
  Years Ended December 31,2007


2006


2005


2004


2003(In thousands, except per share amounts)Selected Consolidated Statements of Operations Data:Total revenues

$
225,668


$
200,319


$
175,037


$
160,220


$
111,222Gross profit

$
162,568


$
133,696


$
117,518


$
108,122


$
73,269Income (loss) from operations

$
13,923


$
2,316


$
(1,860
)

$
(24,307
)

$
(51,938
)Net income (loss)

$
23,678
*

$
6,437


$
626


$
(23,568
)

$
(49,608
)Basic net income (loss) per common share

$
0.53


$
0.15


$
0.01


$
(0.58
)

$
(1.80
)Shares used in computing basic net income (loss) per common share


45,068



42,979



41,751



40,494



27,585Diluted net income (loss) per common share

$
0.51


$
0.15


$
0.01


$
(0.58
)

$
(1.80
)Shares used in computing diluted net income (loss) per common
    share


46,524



43,995



42,390



40,494



27,585     *
    
    For the year ended December 31, 2007, net income includes
    the reduction of valuation allowance recorded in prior years for
    deferred tax assets by $4.8 million based on our assessment
    that recognition of these deferred tax assets are more likely
    than not.  December 31,2007


2006


2005


2004


2003(In thousands)Selected Consolidated Balance Sheet Data:Cash and cash equivalents and short-term investments

$
157,349


$
176,461


$
137,199


$
133,757


$
140,487Working capital

$
105,921


$
120,294


$
86,009


$
85,975


$
94,879Total assets

$
468,358


$
426,287


$
398,606


$
393,776


$
421,634Bank borrowings

$



$



$



$



$
1,213Total stockholders equity

$
359,846


$
323,960


$
298,700


$
289,123


$
301,412  26




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ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Overview
            time-and-materials
 27




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28




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Results
    of Operations
  Revenues
  Years Ended December 31,


Percentage Change2007


2006


2005


2006 to 2007


2005 to 2006(In thousands, except percentages)License

$
86,788


$
75,678


$
67,754



15
%


12
%Percentage of total revenues


38
%


38
%


39
%Support and service


138,880



124,641



107,283



11
%


16
%Percentage of total revenues


62
%


62
%


61
%$
225,668


$
200,319


$
175,037



13
%


14
%     License.
  Support and Service.
   29




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Cost
    of Revenues
  Years Ended December 31,


Percentage Change2007


2006


2005


2006 to 2007


2005 to 2006(In thousands, except percentages)Cost of license revenues

$
7,886


$
16,367


$
15,262



(52
)%


7
%Percentage of license revenues


9
%


22
%


23
%Percentage of total revenues


3
%


8
%


9
%Cost of support and service revenues


55,214



50,256



42,257



10
%


19
%Percentage of support and service revenues


40
%


40
%


39
%Percentage of total revenues


24
%


25
%


24
%$
63,100


$
66,623


$
57,519



(5
)%


16
%   License.
    Support and Service.
   30




---



##### Table of Contents



Operating
    Expenses
  Sales
    and Marketing
  Years Ended December 31,


Percentage Change2007


2006


2005


2006 to 2007


2005 to 2006(In thousands, except percentages)Sales and marketing

$
83,201


$
77,114


$
70,731



8
%


9
%Percentage of total revenues


37
%


39
%


40
%       Research
    and Development
  Years Ended December 31,


Percentage Change2007


2006


2005


2006 to 2007


2005 to 2006(In thousands, except percentages)Research and development

$
37,447


$
35,069


$
31,483



7
%


11
%Percentage of total revenues


17
%


18
%


18
%    31




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##### Table of Contents



General
    and Administrative
  Years Ended December 31,


Percentage Change2007


2006


2005


2006 to 2007


2005 to 2006(In thousands, except percentages)General and administrative

$
24,620


$
16,787


$
14,498



47
%


16
%Percentage of total revenues


11
%


8
%


8
%     Amortization
    of Intangible Assets
  Years Ended December 31,


Percentage Change2007


2006


2005


2006 to 2007


2005 to 2006(In thousands, except percentages)Amortization of intangible assets

$
3,229


$
3,312


$
3,358



(3
)%


(1
)%Percentage of total revenues


1
%


2
%


2
%     Restructuring
    and Excess Facilities Charges (Recoveries)
  Years Ended December 31,


Percentage Change2007


2006


2005


2006 to 2007


2005 to 2006(In thousands, except percentages)Restructuring and excess facilities charges (recoveries)

$
148


$
(902
)

$
(692
)


*
%


30
%Percentage of total revenues


*
%


*
%


*
%     *
    
    Percentage is not meaningful   32




---



##### Table of Contents



Interest
    Income and Other, Net
  Years Ended December 31,


Percentage Change2007


2006


2005


2006 to 2007


2005 to 2006(In thousands, except percentages)Interest income and other, net

$
9,270


$
6,324


$
3,574



47
%


77
%Percentage of total revenues


4
%


3
%


2
%     Provision
    (Benefit) for Income Taxes
  Years Ended December 31,


Percentage Change2007


2006


2005


2006 to 2007


2005 to 2006(In thousands, except percentages)Provision (Benefit) for income taxes

$
(485
)

$
2,203


$
1,088




*%


102
%Percentage of total revenues



*%


1
%


1
%     *
    
    Percentage is not meaningful   33




---



##### Table of Contents



Accounting for Income Taxes
  Accounting for Stock-Based
    Compensation,
    Liquidity
    and Capital Resources
  December 31,


Percentage Change2007


2006


2005


2006 to 2007


2005 to 2006(In thousands, except percentages)Cash and cash equivalents and short-term investments

$
157,349


$
176,461


$
137,199



(11
)%


29
%Working capital

$
105,921


$
120,294


$
86,009



(12
)%


40
%Stockholders equity

$
359,846


$
323,960


$
298,700



11
%


9
%        34




---



##### Table of Contents



available-for-sale,
   35




---



##### Table of Contents



Bank Borrowings.
  Facilities.
  Excess FacilitiesOccupied


Minimum Lease


Estimated Sub-


Estimated


Net


Net FutureYears Ending December 31,

Facilities


Commitments


Lease Income


Costs


Outflows


Outflows2008

$
5,556


$
2,128


$
(889
)

$
379


$
1,618


$
7,1742009


3,771



1,310



(575
)


346



1,081



4,8522010


3,626



1,049



(452
)


339



936



4,5622011


3,541



















3,5412012


2,988



















2,988Thereafter


7,123



















7,123$
26,605


$
4,487


$
(1,916
)

$
1,064



3,635


$
30,240Less: Present value discount of future lease payments


(1
)Obligations for excess facilities recognized as of
    December 31, 2007

$
3,634     Accounting for Costs Associated with Exit or Disposal
    Activities
 36




---



##### Table of Contents



StandbyLetters ofDecember 31,

Credit2008

$
3,0412009

$
3,0412010

$
1,5412011

$
1,4412012

$
1,441After 2012

$
1,441     Financial
    Risk Management
  non-United
  Accounting for Derivative
    Instruments and Hedging Activities
  available-for-sale
  Off-Balance
    Sheet Arrangements
  Regulation S-K.
   37




---



##### Table of Contents



Critical
    Accounting Policies and Estimates
    
    revenue recognition;
    estimating the allowance for doubtful accounts and sales returns;
    estimating the accrual for restructuring and excess facilities
    costs;
    accounting for stock-based compensation;
    accounting for income taxes; and
    valuation of long-lived assets, intangible assets and goodwill.  Revenue Recognition.
  No. 97-2, Software Revenue Recognition, SOP No. 98-9, Modification of
    SOP 97-2,
    Software Revenue Recognition with Respect to Certain
    Transactions. SOP No. 97-2
 38




---



##### Table of Contents



SOP No. 97-2,
  case-by-case
  time-and-materials
        Allowance for Doubtful Accounts.
  Allowance for Sales Returns. Revenue Recognition When Right of
    Return Exists.
 39




---



##### Table of Contents



Restructuring and Excess Facilities
    Accrual.
  Accounting for Stock-Based
    Compensation. Share-Based Payment, Accounting for
    Stock-Based Compensation
    Accounting for Income Taxes. Accounting for Income Taxes
   40




---



##### Table of Contents



Accounting for Uncertainty in Income Taxes  an
    interpretation of FASB Statement No. 109
      Impairment of Goodwill and Long-Lived
    Assets. Goodwill and Other Intangible
    Assets
  
    Step 1  We compare the fair value of our single
    reporting unit to its carrying value, including goodwill. If the
    reporting units carrying value, including goodwill,
    exceeds the units fair value, we move on to Step 2. If the
    units fair value exceeds the carrying value, no further
    work is performed and no impairment charge is necessary.
    Step 2  We perform an allocation of the fair value of
    the reporting unit to its identifiable tangible and non-goodwill
    intangible assets and liabilities. This allocation derives an
    implied fair value for the reporting units goodwill. We
    then compare the implied fair value of the reporting units
    goodwill with the carrying amount of the reporting units
    goodwill. If the carrying amount of the reporting units
    goodwill is greater than the implied fair value of its goodwill,
    an impairment charge would be recognized for the excess.   41




---



##### Table of Contents



Accounting for the
    Impairment or Disposal of Long-Lived Assets.
    Recent
    Accounting Pronouncements
    ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK    Interest
    Rate Risk
      available-for-sale
 42




---



##### Table of Contents



AverageCarrying


InterestValue


RateCash equivalents

$
31,239



4.27
%Short-term investments


88,896



5.48
%$
120,135



5.05
%     AverageCarrying


InterestValue


RateCash equivalents

$
36,169



4.47
%Short-term investments


102,342



4.49
%$
138,511



4.48
%       Foreign
    Currency Risk
     43




---



##### Table of Contents



ContractNotional


ExchangePrincipal


RateAustralian Dollars

$
1,213



0.87Euros


3,280



1.46British Pounds


3,551



1.98Japanese Yen


700



0.01$
8,744Estimated fair value of asset

$
28     ContractNotional


ExchangePrincipal


RateAustralian Dollars

$
2,053



0.79Euros


3,386



1.32British Pounds


4,106



1.96Japanese Yen


653



0.01$
10,198Estimated fair value of liability

$
24       Commodity
    Price Risk
   44




---



##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  Quarterly
    Financial Information (Unaudited)
    Three Months EndedDecember 31,


September 30,


June 30,


March 31,2007


2007


2007


2007Revenues:License

$
24,932


$
21,225


$
21,017


$
19,614Support and service


37,953



34,228



33,597



33,102Total revenues


62,885



55,453



54,614



52,716Cost of revenues:License


1,981



1,859



2,086



1,960Support and service


14,666



13,915



13,441



13,192Total cost of revenues


16,647



15,774



15,527



15,152Gross profit


46,238



39,679



39,087



37,564Operating expenses:Sales and marketing


24,193



19,000



20,204



19,804Research and development


9,519



9,552



9,315



9,061General and administrative


6,878



6,812



5,971



4,959Amortization of intangible assets


759



814



828



828Restructuring and excess facilities charges


83



1



61



3Total operating expenses


41,432



36,179



36,379



34,655Income from operations


4,806



3,500



2,708



2,909Interest income and other, net


2,297



2,199



2,282



2,492Income before provision for income taxes


7,103



5,699



4,990



5,401Provision (benefit) for income taxes


(3,581
)*


1,638



785



673Net income

$
10,684


$
4,061


$
4,205


$
4,728Basic net income per common share

$
0.24


$
0.09


$
0.09


$
0.11Shares used in computing basic net income per common share


45,287



45,293



45,057



44,636Diluted net income per common share

$
0.23


$
0.09


$
0.09


$
0.10Shares used in computing diluted net income per common share


46,477



46,538



46,575



46,460     *
    
    Provision (benefit) for income taxes for the quarter ended
    December 31, 2007 includes the reduction of valuation
    allowance recorded in prior years for deferred tax assets by
    $4.8 million based on our assessment that recognition of
    these deferred tax assets are more likely than not.  45




---



##### Table of Contents



Three Months EndedDecember 31,


September 30,


June 30,


March 31,2006


2006


2006


2006Revenues:License

$
21,021


$
18,580


$
18,508


$
17,569Support and service


32,896



32,335



30,521



28,889Total revenues


53,917



50,915



49,029



46,458Cost of revenues:License


3,352



4,426



4,417



4,172Support and service


12,932



13,140



12,327



11,857Total cost of revenues


16,284



17,566



16,744



16,029Gross profit


37,633



33,349



32,285



30,429Operating expenses:Sales and marketing


20,668



18,877



19,168



18,401Research and development


9,085



8,902



8,528



8,554General and administrative


3,772



3,964



3,791



5,260Amortization of intangible assets


828



828



828



828Restructuring and excess facilities charges (recoveries)


(15
)


41



(591
)


(337
)Total operating expenses


34,338



32,612



31,724



32,706Income (loss) from operations


3,295



737



561



(2,277
)Interest income and other, net


1,888



1,631



1,531



1,274Income (loss) before provision for income taxes


5,183



2,368



2,092



(1,003
)Provision for income taxes


853



595



315



440Net income (loss)

$
4,330


$
1,773


$
1,777


$
(1,443
)Basic net income (loss) per common share

$
0.10


$
0.04


$
0.04


$
(0.03
)Shares used in computing basic net income (loss) per common share


43,813



43,045



42,629



42,430Diluted net income (loss) per common share

$
0.10


$
0.04


$
0.04


$
(0.03
)Shares used in computing diluted net income (loss) per common
    share


45,337



43,922



43,350



42,430   period-to-period
  Form 10-K.
 46




---



##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Evaluation
    of Disclosure Controls and Procedures
  Rule 13a-15(e) 15d-15(e) Rule 13a-15 Rules 13a-15(e) 15d-15(e)
  Form 10-K.
  Form 10-K.
  Managements
    Report on Internal Control over Financial Reporting
  Rule 13a-15(f) Form 10-K
 47




---



##### Table of Contents



Changes
    in Internal Control over Financial Reporting
    Form 10-K Rule 13a-14 Form 10-K
  ITEM 9B.
    OTHER
    INFORMATION   PART III  Form 10-K
  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE      ITEM 11.
    EXECUTIVE
    COMPENSATION   48




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##### Table of Contents



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
    ACCOUNTING FEES AND SERVICES   PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES    1. Consolidated
    Financial Statements:
  Reports of Independent Registered Public
    Accounting Firms

52Consolidated Financial Statements:Consolidated Balance Sheets at December 31,
    2007 and 2006

55Consolidated Statements of Income for the years
    ended December 31, 2007, 2006 and 2005

56Consolidated Statements of Stockholders
    Equity and Comprehensive Income (Loss) for the years ended
    December 31, 2007, 2006 and 2005

57Consolidated Statements of Cash Flows for the
    years ended December 31, 2007, 2006 and 2005

58Notes to Consolidated Financial Statements

59   2. Consolidated
    Financial Statement Schedule:
  Schedule II 
    Valuation and Qualifying Accounts
  Balance





Charged





Balanceat Beginning





(Credited) to





at EndDescription

of Period


Write-Offs


Expenses


Adjustments


of Period(In thousands)Allowance for doubtful accounts:Year ended December 31, 2007

$
449


$
(46
)

$
196


$



$
599Year ended December 31, 2006

$
779


$
(330
)

$



$



$
449Year ended December 31, 2005

$
961


$
(218
)

$
36


$



$
779Allowance for sales returns:Year ended December 31, 2007

$
342


$
(561
)

$
544


$



$
325Year ended December 31, 2006

$
321


$
(342
)

$
363


$



$
342Year ended December 31, 2005

$
670


$
(278
)

$
(71
)

$



$
321  49




---



##### Table of Contents



3.
    Exhibits:  Incorporated by Reference


FiledNumber

Exhibit Title

Form


Date


Number


Herewith2
.01

Agreement and Plan of Merger, dated October 17, 2007, by
    and among Registrant, Broadway Merger LLC, Optimost LLC and Mark
    Wachen, as representative


8-K



10/22/07



2.13
.01

Registrants Fourth Amended and Restated Certificate of
    Incorporation


S-8



11/19/03



4.083
.02

Registrants Amended and Restated Bylaws


8-K



4/25/07



3.014
.01

Form of Certificate for Registrants common stock


S-1



9/23/99



4.0110
.01*

Form of Indemnity Agreement between Registrant and each of its
    directors and executive officers


10-K



12/14/07



10.0110
.02*

1996 Stock Option Plan and related agreements


S-1



7/27/99



10.0210
.03*

1998 Stock Option Plan and related agreements


S-1



7/27/99



10.0310
.04*

1999 Equity Incentive Plan


10-Q



8/8/06



10.0110
.05*

Forms of Option Agreements and Stock Option Exercise Agreements
    related to the 1999 Equity Incentive Plan


10-Q



8/8/06



10.0210
.06*

1999 Employee Stock Purchase Plan


10-K



12/14/07



10.0110
.07*

Forms of Enrollment Form, Subscription Agreement, Notice of
    Withdrawal and Notice of Suspension related to the 1999 Employee
    Stock Purchase Plan


S-1/(A
)


10/4/99



10.0510
.08*

2000 Stock Incentive Plan


10-Q



8/8/06



10.0310
.09*

Forms of Stock Option Agreement and Stock Option Exercise
    Agreements related to the 2000 Stock Incentive Plan


10-Q



8/8/06



10.0410
.10*

Forms of Incentive Stock Option Agreement and Nonstatutory Stock
    Option Agreement under iManage, Inc. 1997 Stock Option Plan


S-8



11/19/03



4.0210
.11*

iManage, Inc. 2000 Non-Officer Stock Option Plan and related
    forms of stock option and option exercise agreements


S-8



11/19/03



4.0310
.12*

2003 Acquisition Plan


S-8



11/19/03



4.0710
.13*

Forms of Stock Option Agreement and Stock Option Exercise
    Agreements related to the 2003 Acquisition Plan


10-K



3/13/06



10.1310
.14*

Form of Notice of Stock Option Acceleration and Share
    Restrictions


10-K



3/13/06



10.1410
.15*

Regional Prototype Profit Sharing Plan and Trust/Account
    Standard Plan Adoption Agreement AA #001


S-1



07/27/99



10.0610
.16*

Employment Agreement between Registrant and Scipio M. Carnecchia


10-K



12/14/07



10.1610
.17*

Employment Agreement between Registrant and John E. Calonico,
    Jr.


10-K



12/14/07



10.1710
.18*

Offer Letter, dated March 16, 2007, between Registrant and
    Joseph L. Cowan


8-K



04/02/07



10.110
.19

Lease, dated December 20, 2006, by and between Registrant
    and Silicon Valley CA-I, LLC


8-K



12/22/06



10.110
.20

First Amendment to Lease, dated January 12, 2007, by and
    between Registrant and Silicon Valley CA-I, LLC


10-K



12/14/07



10.24 50




---



##### Table of Contents



Incorporated by Reference


FiledNumber

Exhibit Title

Form


Date


Number


Herewith10
.21

Office Lease for 303 East Wacker, Chicago, Illinois between 303
    Wacker Realty LLC and iManage, Inc. dated March, 17, 2003


(1
)


(1
)


(1
)10
.22

First Amendment to Lease dated November 12, 2003 between
    iManage, Inc. and 303 Wacker Realty LLC


10-K



03/15/05



10.2710
.23

Sublease between Hyperion Solutions Corporation and iManage,
    Inc. dated January 17, 2002


(2
)


(2
)


(2
)21
.01

Subsidiaries of the Registrant














X23
.01

Consent of Ernst & Young, LLP, Independent Registered
    Public Accounting Firm














X23
.02

Consent of Independent Registered Public Accounting Firm














X31
.01

Rule 13a-14(a)/15d-15(a)
    certification of the Chief Executive Officer














X31
.02

Rule 13a-14(a)/15d-15(a)
    certification of the Chief Financial Officer














X32
.01

Section 1350 certification of Chief Executive Officer














X32
.02

Section 1350 certification of the Chief Financial Officer














X     (1)
    
    Incorporated by reference to Exhibit 10.18 of the iManage,
    Inc. Annual Report
    Form 10-K
    filed with the Commission on March 26, 2003.(2)
    
    Incorporated by reference to Exhibit 10.13 of the iManage,
    Inc. Annual Report
    Form 10-K
    filed with the Commission on March 29, 2002.*
    
    Management contract, compensatory plan or arrangement. 51




---



##### Table of Contents



REPORT OF
    ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC
    ACCOUNTING FIRM               ERNST &
    YOUNG LLP
    52




---



##### Table of Contents



REPORT OF
    KPMG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING
    FIRM
           KPMG
    LLP
     53




---



##### Table of Contents



REPORT OF
    ERNST &YOUNG LLP, INDEPENDENT REGISTERED PUBLIC
    ACCOUNTING FIRM
                 ERNST &
    YOUNG LLP
    54




---



##### Table of Contents



INTERWOVEN,
    INC.
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2007


2006(In thousands, except per share amounts)ASSETSCurrent assets:Cash and cash equivalents

$
68,453


$
74,119Short-term investments


88,896



102,342Accounts receivable, net of allowances of $924 and $791 in 2007
    and 2006, respectively


39,000



34,492Prepaid expenses and other current assets


8,252



5,371Total current assets


204,601



216,324Property and equipment, net


16,247



4,815Goodwill


217,777



190,935Other intangible assets, net


20,960



10,655Deferred tax assets


5,895



Other assets


2,878



3,558Total assets

$
468,358


$
426,287LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
4,378


$
1,897Accrued liabilities


30,707



31,684Restructuring and excess facilities accrual


1,618



5,132Deferred revenues


61,977



57,317Total current liabilities


98,680



96,030Accrued liabilities


7,816



2,733Restructuring and excess facilities accrual


2,016



3,564Total liabilities


108,512



102,327Commitments and contingenciesStockholders equity:Preferred stock, $0.001 par value, 5,000 shares
    authorized at December 31, 2007 and 2006






Common stock, $0.001 par value, 125,000 shares
    authorized at December 31, 2007 and 2006;
    45,304 shares and 44,417 shares issued and outstanding
    at December 31, 2007 and 2006, respectively


45



44Additional paid-in capital


766,660



754,904Accumulated other comprehensive income (loss)


415



(36
)Accumulated deficit


(407,274
)


(430,952
)Total stockholders equity


359,846



323,960Total liabilities and stockholders equity

$
468,358


$
426,287    55




---



##### Table of Contents



INTERWOVEN,
    INC.
  CONSOLIDATED
    STATEMENTS OF INCOME
  Years Ended December 31,2007


2006


2005(In thousands, except per share amounts)Revenues:License

$
86,788


$
75,678


$
67,754Support and service


138,880



124,641



107,283Total revenues


225,668



200,319



175,037Cost of revenues:License


7,886



16,367



15,262Support and service


55,214



50,256



42,257Total cost of revenues


63,100



66,623



57,519Gross profit


162,568



133,696



117,518Operating expenses:Sales and marketing


83,201



77,114



70,731Research and development


37,447



35,069



31,483General and administrative


24,620



16,787



14,498Amortization of intangible assets


3,229



3,312



3,358Restructuring and excess facilities charges (recoveries)


148



(902
)


(692
)Total operating expenses


148,645



131,380



119,378Income (loss) from operations


13,923



2,316



(1,860
)Interest income and other, net


9,270



6,324



3,574Income before provision for income taxes


23,193



8,640



1,714Provision (benefit) for income taxes


(485
)


2,203



1,088Net income

$
23,678


$
6,437


$
626Basic net income per common share

$
0.53


$
0.15


$
0.01Shares used in computing basic net income per common share


45,068



42,979



41,751Diluted net income per common share

$
0.51


$
0.15


$
0.01Shares used in computing diluted net income per common share


46,524



43,995



42,390    56




---



##### Table of Contents



INTERWOVEN,
    INC.CONSOLIDATED STATEMENTS OF STOCKHOLDERS
    EQUITY
    AND COMPREHENSIVE INCOME (LOSS)
    For the Three Years Ended December 31, 2007
  AccumulatedAdditional


Deferred


Other





TotalCommon Stock


Paid-in


Stock-Based


Comprehensive


Accumulated


StockholdersShares


Amount


Capital


Compensation


Income (Loss)


Deficit


Equity(In thousands)Balances, January 1, 2005


41,087


$
41


$
729,463


$
(2,161
)

$
(205
)

$
(438,015
)

$
289,123Components of comprehensive income:Net income






















626



626Unrealized loss on investments


















(129
)






(129
)Cumulative translation adjustment


















(25
)






(25
)Comprehensive income


























472Stock options assumed in acquisition










1,354















1,354Issuance of common stock under stock plans


1,299



1



7,101















7,102Tax benefit related to exercise of common stock options










80















80Reversal of stock-based compensation for terminated employees










(555
)


555











Deferred stock-based compensation














(1,165
)










(1,165
)Amortization of stock-based compensation










(35
)


1,769











1,734Balances, December 31, 2005


42,386



42



737,408



(1,002
)


(359
)


(437,389
)


298,700Components of comprehensive income:Net income






















6,437



6,437Unrealized gain on investments


















282







282Cumulative translation adjustment


















41







41Comprehensive income


























6,760Issuance of common stock under stock plans


2,031



2



15,029















15,031Tax benefit related to exercise of common stock options










18















18Reclassification of deferred compensation upon adoption of
    SFAS No. 123R










(1,002
)


1,002











Stock-based compensation










3,451















3,451Balances, December 31, 2006


44,417



44



754,904







(36
)


(430,952
)


323,960Components of comprehensive income:Net income






















23,678



23,678Unrealized gain on investments


















197







197Cumulative translation adjustment


















254







254Comprehensive income


























24,129Issuance of common stock under stock plans


887



1



6,279















6,280Tax benefit related to exercise of common stock options










402















402Stock-based compensation










5,075















5,075Balances, December 31, 2007


45,304


$
45


$
766,660


$



$
415


$
(407,274
)

$
359,846    57




---



##### Table of Contents



INTERWOVEN,
    INC.CONSOLIDATED STATEMENTS OF CASH FLOWS
  Years Ended December 31,2007


2006


2005(In thousands)Cash flows from operating activities:Net income

$
23,678


$
6,437


$
626Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation


4,113



3,809



3,728Stock-based compensation expense


5,075



3,451



1,734Amortization of intangible assets and purchased technology


7,594



16,495



15,499Tax benefits from stock option plans


402



18



80Allowance for doubtful accounts and sales returns


133



(309
)


(531
)Changes in operating assets and liabilities:Accounts receivable


(2,913
)


(2,653
)


(1,749
)Prepaid expenses and other assets


(9,136
)


(1,833
)


2,423Accounts payable and accrued liabilities


10,441



7,503



(1,072
)Restructuring and excess facilities accrual


(5,098
)


(8,251
)


(8,735
)Deferred revenues


4,473



3,808



3,515Net cash provided by operating activities


38,762



28,475



15,518Cash flows from investing activities:Purchases of property and equipment


(15,415
)


(3,580
)


(2,848
)Purchases of investments


(101,767
)


(189,420
)


(86,274
)Maturities of investments


116,677



151,544



134,275Acquisition of businesses and technology, net of cash acquired


(51,307
)


(1,590
)


(16,596
)Net cash (used in) provided by investing activities


(51,812
)


(43,046
)


28,557Cash flows from financing activities:Net proceeds from issuance of common stock


7,130



15,031



7,102Net cash provided by financing activities


7,130



15,031



7,102Effect of exchange rates


254



41



(25
)Net increase (decrease) in cash and cash equivalents


(5,666
)


501



51,152Cash and cash equivalents at beginning of year


74,119



73,618



22,466Cash and cash equivalents at end of year

$
68,453


$
74,119


$
73,618Supplemental disclosures of cash flow information:Cash paid for interest

$



$



$
1Cash paid for income taxes, net of refunds

$
1,590


$
868


$
267Supplemental disclosures of non-cash investing and financing
    activities:Unrealized gain (loss) on investments

$
197


$
282


$
(129
)Common stock issued and stock options assumed in acquisitions

$



$



$
1,354Net operating loss utilized from acquired entities recorded
    against goodwill

$
5,587


$
660


$
    58




---



##### Table of Contents



INTERWOVEN,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Organization
    and Business    2.
    Summary
    of Significant Accounting Policies  Basis
    of Presentation
    Foreign Currency
    Translation
  Use of
    Estimates
    Revenue
    Recognition
  No. 97-2, Software Revenue Recognition SOP No. 98-9, Modification of
    SOP 97-2 Software Revenue Recognition with Respect to Certain
    Transactions SOP No. 97-2 SOP No. 98-9,
 59




---



##### Table of Contents



INTERWOVEN,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    SOP No. 97-2,
  Persuasive evidence of an arrangement
    exists.
  Delivery has occurred.
  The fee is fixed or determinable.
  Collectibility is probable. case-by-case
    time-and-materials
   60




---



##### Table of Contents



INTERWOVEN,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Cash
    and Cash Equivalents and Short-Term Investments
    available-for-sale
  Allowance
    for Doubtful Accounts
    Allowance
    for Sales Returns
    Risks
    and Concentrations
   61




---



##### Table of Contents



INTERWOVEN,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Financial
    Instruments
  Accounting for Derivative Instruments and Hedging
    Activities
    Property
    and Equipment
     62




---



##### Table of Contents



INTERWOVEN,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Goodwill
  Goodwill and
    Other Intangible Assets
  
    Step 1  The Company has determined that it has one
    reporting unit and compares the fair value of its reporting unit
    to its carrying value, including goodwill. If the reporting
    units carrying value, including goodwill, exceeds the
    units fair value, the Company moves on to Step 2. If the
    units fair value exceeds the carrying value, no further
    work is performed and no impairment charge is necessary.
    Step 2  The Company performs an allocation of the
    fair value of the reporting unit to its identifiable tangible
    and non-goodwill intangible assets and liabilities. This
    allocation derives an implied fair value for the reporting
    units goodwill. The Company then compares the implied fair
    value of the reporting units goodwill with the carrying
    amount of the reporting units goodwill. If the carrying
    amount of the reporting units goodwill is greater than the
    implied fair value of its goodwill, an impairment charge shall
    be recognized for the excess.    Impairment
    of Long-Lived Assets
  Accounting for the Impairment or Disposal of Long-Lived
    Assets
  Software
    Development Costs
  Accounting for the Costs of Computer
    Software to be Sold, Leased, or Otherwise Marketed
 63




---



##### Table of Contents



INTERWOVEN,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Restructuring
    and Related Expenses
  Accounting for Costs Associated with
    Exit or Disposal Activities,
  No. 88-10, Cost Associated with Lease Modification or Termination No. 94-3, Liability Recognition for Certain Employee Termination
    Benefits and Other Costs to Exit an Activity (including Certain
    Costs Incurred in a Restructuring).
  Income
    Taxes
  Accounting for Income Taxes
  Share-Based
    Payment Accounting for Stock-Based Compensation
    Accounting for Uncertainty in Income
    Taxes  an interpretation of FAS Statement
    No. 109
   64




---



##### Table of Contents



INTERWOVEN,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Advertisement
    and Sales Promotion Expenses
    Business
    Segment and Major Customer Information
  Disclosures about Segments of an
    Enterprise and Related Information
      Comprehensive
    Income (Loss)
    December 31,2007


2006Unrealized gain (loss) on
    available-for-sale
    investments*

$
111


$
(86
)Cumulative translation adjustment*


304



50$
415


$
(36
)     *
    
    The tax effect on translation adjustments and unrealized gain
    (loss) was not significant.  Net
    Income per Common Share
   65




---



##### Table of Contents



INTERWOVEN,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2007


2006


2005Net income

$
23,678


$
6,437


$
626Weighted-average shares used in computing basic net income per
    common share


45,068



42,979



41,751Dilutive common equivalent shares from share-based compensation
    plans


1,456



1,016



639Weighed-average shares used in computing diluted net income per
    common share


46,524



43,995



42,390Basic net income per common share

$
0.53


$
0.15


$
0.01Diluted net income per common share

$
0.51


$
0.15


$
0.01     Stock-based
    Compensation
    Recent
    Accounting Pronouncements
  Business Combinations
  Fair Value Measurements
 66




---



##### Table of Contents



INTERWOVEN,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    The
    Fair Value Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115. available-for-sale held-to-maturity
  3.
    Mergers
    and Acquisitions     67




---



##### Table of Contents



INTERWOVEN,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Cash and
    Cash Equivalents and Short-term Investments    December 31, 2007Gross


Gross


EstimatedUnrealized


Unrealized


FairCost


Gains


Losses


ValueCash

$
37,214


$



$



$
37,214Cash equivalents:Commercial paper


1,596











1,596Money market funds


29,643











29,643Total cash equivalents


31,239











31,239Total cash and cash equivalents


68,453











68,453Short-term investments:Government agencies


33,559



44



(3
)


33,600Corporate obligations


29,211



53



(13
)


29,251Government-sponsored enterprises


18,930



27







18,957Commercial paper


5,487



4



(1
)


5,490Certificates of deposit


1,598











1,598Total short-term investments


88,785



128



(17
)


88,896Total cash and cash equivalents and short-term investments

$
157,238


$
128


$
(17
)

$
157,349   December 31, 2006Gross


Gross


EstimatedUnrealized


Unrealized


FairCost


Gains


Losses


ValueCash

$
37,950


$



$



$
37,950Cash equivalents:Commercial paper


29,176











29,176Money market funds


6,993











6,993Total cash equivalents


36,169











36,169Total cash and cash equivalents


74,119











74,119Short-term investments:Government-sponsored enterprises


73,646



6



(35
)


73,617Corporate obligations


21,592







(36
)


21,556Commercial paper


5,659



2



(23
)


5,638Certificates of deposit


1,531











1,531Total short-term investments


102,428



8



(94
)


102,342Total cash and cash equivalents and short-term investments

$
176,547


$
8


$
(94
)

$
176,461   115-1, The Meaning of
    Other-Than-Temporary
    Impairment and Its Application to Certain Investments,
 68




---



##### Table of Contents



INTERWOVEN,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  available-for-sale
  Less Than 12 Months


More Than 12 Months


TotalGross





Gross





GrossFair


Unrealized


Fair


Unrealized


Fair


UnrealizedValue


Losses


Value


Losses


Value


LossesGovernment agencies

$
10,649


$
(3
)

$



$



$
10,649


$
(3
)Corporate obligations


10,116



(6
)


4,970



(7
)


15,086



(13
)Commercial paper


916



(1
)










916



(1
)$
21,681


$
(10
)

$
4,970


$
(7
)

$
26,651


$
(17
)   other-than-temporarily
    FairCost


ValueDue within one year

$
78,760


$
78,809Due one year to five years


35,744



35,806Due after ten years


5,520



5,520$
120,024


$
120,135   5.
    Property
    and Equipment    December 31,2007


2006Computer software and equipment

$
27,050


$
33,001Furniture and office equipment


4,508



3,510Leasehold improvements


12,794



10,93844,352



47,449Less: accumulated depreciation and amortization


28,105



42,634$
16,247


$
4,815    69




---



##### Table of Contents



INTERWOVEN,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Goodwill
    and Other Intangible Assets    2007


2006Gross








GrossCarrying


Accumulated


Net


Carrying


Accumulated


NetAmount


Amortization


Amount


Amount


Amortization


AmountPurchased technology

$
52,155


$
(39,420
)

$
12,735


$
44,103


$
(38,119
)

$
5,984Patents and patent applications


5,376



(4,542
)


834



4,506



(4,447
)


59Customer list


16,510



(12,659
)


3,851



12,831



(9,584
)


3,247Non-compete agreements


4,892



(1,352
)


3,540



9,009



(7,644
)


1,365Other intangible assets

$
78,933


$
(57,973
)


20,960


$
70,449


$
(59,794
)


10,655Goodwill










217,777











190,935$
238,737










$
201,590       December 31,2007


2006Beginning balance

$
190,935


$
191,595Goodwill recorded in acquisition of Optimost


32,429



Subsequent goodwill adjustments


(5,587
)


(660
)Ending balance

$
217,777


$
190,935    70




---



##### Table of Contents



INTERWOVEN,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  7.
    Accrued
    Liabilities    December 31,2007


2006Accrued compensation

$
18,192


$
17,043Professional services


2,768



3,906Deferred rent


6,687



2,937Sales and income taxes


1,473



2,671Other


9,403



7,860$
38,523


$
34,417   8.
    Restructuring
    and Excess Facilities    Excess
    Facilities
         71




---



##### Table of Contents



INTERWOVEN,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      ExcessYears Ending December 31,

Facilities2008

$
1,6182009


1,0812010


9363,635Present value discount of future lease payments


(1
)$
3,634     Non-CancelableWork


LeaseForce


CommitmentsCosts


and Other


TotalBalance at January 1, 2005

$
656


$
25,026


$
25,682Restructuring and excess facilities recoveries


(365
)


(327
)


(692
)Cash payments


(257
)


(7,786
)


(8,043
)Balance at December 31, 2005


34



16,913



16,947Restructuring and excess facilities recoveries


(15
)


(887
)


(902
)Cash payments and other


(19
)


(7,330
)


(7,349
)Balance at December 31, 2006






8,696



8,696Restructuring and excess facilities charges






148



148Cash payments and other






(5,210
)


(5,210
)Balance at December 31, 2007

$



$
3,634


$
3,634   9.
    Bank
    Borrowings   72




---



##### Table of Contents



INTERWOVEN,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  10.
    Guarantees  and/or
      11.
    Commitments
    and Contingencies  Contractual
    Obligations
   73




---



##### Table of Contents



INTERWOVEN,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FutureOccupied


Excess


LeaseYears Ending December 31,

Facilities


Facilities


Payments2008

$
5,556


$
2,128


$
7,6842009


3,771



1,310



5,0812010


3,626



1,049



4,6752011


3,541







3,5412012


2,988







2,988After 2012


7,123







7,123$
26,605


$
4,487


$
31,092       Litigation
  Simmonds v. Bank of America
    Corp. No. 07-1585,
 74




---



##### Table of Contents



INTERWOVEN,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      12.
    Stockholders
    Equity  Preferred
    Stock
  time-to-time
  Common
    Stock
    13.
    Employee
    Benefit Plans and Stock-Based Compensation    Employee
    Stock Purchase Plan
   75




---



##### Table of Contents



INTERWOVEN,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Prior
    Stock Option Plans
    1999
    Equity Incentive Plan
        2000
    Stock Incentive Plan
   76




---



##### Table of Contents



INTERWOVEN,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2003
    Acquisition Plan
    Stock-based
    compensation expense
      Years Ended December 31,2007


2006Cost of revenues

$
683


$
672Sales and marketing


1,933



1,327Research and development


982



968General and administrative


1,477



484$
5,075


$
3,451    77




---



##### Table of Contents



INTERWOVEN,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting for
    Stock Appreciation Rights and Other Variable Stock Option or
    Award Plans
  Valuation and Amortization
    Method.
  Expected Life.
  Expected Volatility.
  Risk-Free Interest Rate.
  Dividends.
  Forfeitures.
    Years Ended December 31,2007

2006

2005Expected life from grant date of option (in years)

3.25

3.25

1.8  5.0Risk-free interest rate

3.4%  5.0%

4.4%  5.1%

3.2%  4.5%Expected dividend yield

0.0%

0.0%

0.0%Expected volatility

34.3%  37.2%

39.7%  59.5%

39.2%  70.9%Weighted average expected volatility

36.4%

46.0%

51.3%  78




---



##### Table of Contents



INTERWOVEN,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2007

2006

2005Expected life from grant date of ESPP (in years)

0.5

0.5

0.5 to 2Risk-free interest rate

5.1%

4.9% - 5.1%

3.1%  4.1%Expected dividend yield

0.0%

0.0%

0.0%Expected volatility

29.4%  33.5%

29.8%  33.9%

27.9%  56.1%Weighted average expected volatility

31.4%

31.4%

49.2%   Stock
    Option and Restricted Stock Units Activities
    Weighted-Weighted-


AverageAverage


Remaining


AggregateNumber of


Exercise


Contractual-


IntrinsicShares


Price


Term


ValueOutstanding at January 1, 2007


6,240


$
16.85Granted


928



14.83Assumed


599



9.07Exercised


(674
)


9.15Forfeited


(138
)


9.89Expired


(370
)


34.32Outstanding at December 31, 2007


6,585


$
15.81



6.32


$
23,570Exercisable at December 31, 2007


4,532


$
17.57



5.61


$
18,111Vested and expected to vest at December 31, 2007


6,326


$
15.95



6.24


$
23,001      79




---



##### Table of Contents



INTERWOVEN,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Options OutstandingWeighted





Options ExercisableAverage


Weighted





WeightedNumber


Remaining


Average


Number


AverageExercise

of


Contractual


Exercise


of


ExercisePrices

Options


Life (Years)


Price


Options


Price$0.50 to $7.13


896



3.74


$
5.79



494


$
5.09$7.16 to $7.96


720



6.59


$
7.75



610


$
7.74$8.00 to $8.83


989



6.82


$
8.66



944


$
8.67$8.99 to $10.15


749



7.33


$
9.47



577


$
9.47$10.17 to $13.03


727



7.19


$
11.68



467


$
11.41$13.08 to $13.85


690



6.33


$
13.59



570


$
13.62$14.01 to $15.27


854



8.83


$
14.75



118


$
14.53$15.32 to $61.00


741



4.82


$
33.04



533


$
39.75$62.08 to $289.64


219



2.64


$
103.72



219


$
103.726,585



6.32


$
15.81



4,532


$
17.57     Weighted-


WeightedAverage


AverageGrant Date


Remaining


AggregateFair Value/


Contractual-


IntrinsicShares


Share


Term


ValueOutstanding at January 1, 2007


691


$
8.65Granted


593



14.57Vested


(183
)


8.65Forfeited


(20
)


9.44Outstanding at December 31, 2007


1,081


$
11.88



1.77


$
15,370Vested and expected to vest at December 31, 2007


907


$
11.80



1.68


$
12,900        80




---



##### Table of Contents



INTERWOVEN,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting for Stock Issued to
    Employees
    Net income (loss):As reported

$
626Stock-based employee compensation included in net income as
    reported, net of related tax*


1,734Stock-based employee compensation using the fair value method,
    net of related tax*


(23,300
)Pro forma

$
(20,940
)Basic and diluted net income (loss) per common share:As reported

$
0.01Pro forma

$
(0.50
)     *
    
    The tax effects on stock-based compensation have been fully
    reserved by way of a valuation allowance  Tax
    Elections upon Adoption of Statement of Financial Accounting
    Standard No. 123R
      401(k)
    Plan
   81




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##### Table of Contents



INTERWOVEN,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    14.
    Interest
    Income and Other    Years Ended December 31,2007


2006


2005Interest income

$
8,718


$
6,358


$
3,744Interest expense










(1
)Foreign currency gain


147



132



12Other


405



(166
)


(181
)$
9,270


$
6,324


$
3,574   15.
    Income
    Taxes    Years Ended December 31,2007


2006


2005United States

$
20,426


$
6,612


$
137Foreign


2,767



2,028



1,577$
23,193


$
8,640


$
1,714     Years Ended December 31,2007


2006


2005Current:Federal

$
2,564


$
917


$
75State


594



152



96Foreign


1,180



1,134



9174,338



2,203



1,088Deferred:Federal

$
(3,870
)






State


(812
)






Foreign


(141
)






(4,823
)






Provision (benefit) for income taxes

$
(485
)

$
2,203


$
1,088  82




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##### Table of Contents



INTERWOVEN,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2007


2006


2005Income tax provision at federal statutory rate

$
8,117


$
2,938


$
583State taxes, net of federal tax benefits


594



163



77Amortization of stock-based compensation


181



360



476Goodwill


1,498



690



Net operating losses utilized


(8,885
)


(2,379
)


Alternative minimum tax


508







Changes in valuation allowance


(3,280
)


104



(48
)Other


782



327



$
(485
)

$
2,203


$
1,088   non-United
  December 31,2007


2006Deferred tax assets:Net operating loss carryforwards

$
26,242


$
34,193Restructuring and excess facilities charges


1,422



3,325Accrued liabilities and allowances


4,421



2,576Tax credit carryforwards


7,668



7,869Depreciation and amortization


13,327



14,863Stock-based compensation


2,736



1,274Valuation allowance


(46,031
)


(60,698
)9,785



3,402Deferred tax liabilities:Non-deductible intangible assets


(1,036
)


(3,402
)Deductible Goodwill


(141
)


$
8,608


$
    83




---



##### Table of Contents



INTERWOVEN,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           84




---



##### Table of Contents



INTERWOVEN,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Balance at January 1, 2007 (after adoption of
    FIN No. 48)

$
2,608Tax positions related to current year:Additions


Reductions


(38
)Tax positions related to prior years:Additions


355Reductions


Settlements


Lapses in statutes of limitations


Balance at December 31, 2007

$
2,925   16.
    Significant
    Customer Information and Segment Reporting      Years Ended December 31,2007


2006


2005Revenues:United States

$
141,988


$
128,171


$
119,002United Kingdom


31,606



30,057



18,414Other geographies


52,074



42,091



37,621$
225,668


$
200,319


$
175,037   December 31,2007


2006Long-lived assets (excluding goodwill):United States

$
14,761


$
3,083International


1,486



1,732$
16,247


$
4,815    85




---



##### Table of Contents



INTERWOVEN,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2007


2006


2005License

$
86,788


$
75,678


$
67,754Customer support


95,925



86,568



76,755Consulting


37,905



33,382



25,911Training


5,050



4,691



4,617$
225,668


$
200,319


$
175,037   17.
    Restatement
    of Consolidated Financial Statements  paid-in-capital Form 10-K
 86




---



##### Table of Contents



SIGNATURES    INTERWOVEN, INC.
  By:
    /s/  Joseph
    L. Cowan   Chief Executive Officer
    POWER OF
    ATTORNEY
  Form 10-K,
  Form 10-K
  Signature

Title

Date/s/  Joseph
    L. CowanJoseph
    L. Cowan

Chief Executive Officer

March 14, 2008/s/  John
    E. Calonico, Jr.John
    E. Calonico, Jr.

Senior Vice President and Chief Financial Officer (Principal
    Financial and Accounting Officer)

March 14, 2008/s/  Bob
    L. CoreyBob
    L. Corey

Chairman of the Board of Directors

March 14, 2008/s/  Charles
    M. BoesenbergCharles
    M. Boesenberg

Director

March 14, 2008/s/  Ronald
    E. F. CoddRonald
    E. F. Codd

Director

March 14, 2008/s/  Frank J. Fanzilli, Jr.Frank
    J. Fanzilli, Jr.

Director

March 14, 2008/s/  Roger
    J. SipplRoger
    J. Sippl

Director

March 14, 2008/s/  Thomas
    L. ThomasThomas
    L. Thomas

Director

March 14, 2008  87




---



##### Table of Contents



INTERWOVEN,
    INC.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  EXHIBITS TO
    FORM 10-K
    ANNUAL REPORT
  For the
    year ended December 31, 2007
  Incorporated by Reference

FiledNumber

Exhibit Title

Form

Date

Number

Herewith2
.01

Agreement and Plan of Merger, dated October 17, 2007, by
    and among Registrant, Broadway Merger LLC, Optimost LLC and Mark
    Wachen, as representative


8-K



10/22/07



2
.13
.01

Registrants Fourth Amended and Restated Certificate of
    Incorporation


S-8



11/19/03



4
.083
.02

Registrants Amended and Restated Bylaws


8-K



4/25/07



3
.014
.01

Form of Certificate for Registrants common stock


S-1



9/23/99



4
.0110
.01*

Form of Indemnity Agreement between Registrant and each of its
    directors and executive officers


10-K



12/14/07



10
.0110
.02*

1996 Stock Option Plan and related agreements


S-1



7/27/99



10
.0210
.03*

1998 Stock Option Plan and related agreements


S-1



7/27/99



10
.0310
.04*

1999 Equity Incentive Plan


10-Q



8/8/06



10
.0110
.05*

Forms of Option Agreements and Stock Option Exercise Agreements
    related to the 1999 Equity Incentive Plan


10-Q



8/8/06



10
.0210
.06*

1999 Employee Stock Purchase Plan


10-K



12/14/07



10
.0110
.07*

Forms of Enrollment Form, Subscription Agreement, Notice of
    Withdrawal and Notice of Suspension related to the 1999 Employee
    Stock Purchase Plan


S-1/(A)



10/4/99



10
.0510
.08*

2000 Stock Incentive Plan


10-Q



8/8/06



10
.0310
.09*

Forms of Stock Option Agreement and Stock Option Exercise
    Agreements related to the 2000 Stock Incentive Plan


10-Q



8/8/06



10
.0410
.10*

Forms of Incentive Stock Option Agreement and Nonstatutory Stock
    Option Agreement under iManage, Inc. 1997 Stock Option Plan


S-8



11/19/03



4
.0210
.11*

iManage, Inc. 2000 Non-Officer Stock Option Plan and related
    forms of stock option and option exercise agreements


S-8



11/19/03



4
.0310
.12*

2003 Acquisition Plan


S-8



11/19/03



4
.0710
.13*

Forms of Stock Option Agreement and Stock Option Exercise
    Agreements related to the 2003 Acquisition Plan


10-K



3/13/06



10
.1310
.14*

Form of Notice of Stock Option Acceleration and Share
    Restrictions


10-K



3/13/06



10
.1410
.15*

Regional Prototype Profit Sharing Plan and Trust/Account
    Standard Plan Adoption Agreement AA #001


S-1



07/27/99



10
.0610
.16*

Employment Agreement between Registrant and Scipio M. Carnecchia


10-K



12/14/07



10
.1610
.17*

Employment Agreement between Registrant and John E. Calonico,
    Jr.


10-K



12/14/07



10
.1710
.18*

Offer Letter, dated March 16, 2007, between Registrant and
    Joseph L. Cowan


8-K



04/02/07



10
.110
.19

Lease, dated December 20, 2006, by and between Registrant
    and Silicon Valley CA-I, LLC


8-K



12/22/06



10
.1 88




---



##### Table of Contents



Incorporated by Reference

FiledNumber

Exhibit Title

Form

Date

Number

Herewith10
.20

First Amendment to Lease, dated January 12, 2007, by and
    between Registrant and Silicon Valley CA-I, LLC


10-K



12/14/07



10
.2410
.21

Office Lease for 303 East Wacker, Chicago, Illinois between 303
    Wacker Realty LLC and iManage, Inc. dated March, 17, 2003


(1)



(1)



(1)10
.22

First Amendment to Lease dated November 12, 2003 between
    iManage, Inc. and 303 Wacker Realty LLC


10-K



03/15/05



10
.2710
.23

Sublease between Hyperion Solutions Corporation and iManage,
    Inc. dated January 17, 2002


(2)



(2)



(2)21
.01

Subsidiaries of the Registrant













X23
.01

Consent of Ernst & Young LLP, Independent Registered
    Public Accounting Firm













X23
.02

Consent of Independent Registered Public Accounting Firm













X31
.01

Rule 13a-14(a)/15d-15(a)
    certification of the Chief Executive Officer













X31
.02

Rule 13a-14(a)/15d-15(a)
    certification of the Chief Financial Officer













X32
.01

Section 1350 certification of Chief Executive Officer













X32
.02

Section 1350 certification of the Chief Financial Officer













X     (1)
    
    Incorporated by reference to Exhibit 10.18 of the iManage,
    Inc. Annual Report
    Form 10-K
    filed with the Commission on March 26, 2003.(2)
    
    Incorporated by reference to Exhibit 10.13 of the iManage,
    Inc. Annual Report
    Form 10-K
    filed with the Commission on March 29, 2002.*
    
    Management contract, compensatory plan or arrangement. 89