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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDED
    DECEMBER 31, 2006ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934FOR THE TRANSITION PERIOD
    FROM          TO          .        Commission file number:
    000-52076
  OMNITURE, INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware

87-0619936(State or other jurisdiction
    of

(I.R.S. Employerincorporation or
    organization)

Identification
    Number)   550 East Timpanogos Circle
    Orem, Utah 84097 (Address of principal
    executive offices, including zip code)
  801.722.7000 (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, $0.001 par value

The NASDAQ Stock Market LLC
    (The NASDAQ Global Market)   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. o
  Rule 12b-2
 o o þ
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K




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##### 



OMNITURE,
    INC.
    ANNUAL REPORT ON
    FORM 10-K
    FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006
    TABLE OF CONTENTS
  
  PagePART IItem 1.


Business


4Item 1A.


Risk
    Factors


23Item 1B.


Unresolved Staff
    Comments


39Item 2.


Properties


39Item 3.


Legal
    Proceedings


39Item 4.


Submission of
    Matters to a Vote of Security Holders


40PART IIItem 5.


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


40Item 6.


Selected Financial
    Data


43Item 7.


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


44Item 7A.


Quantitative and
    Qualitative Disclosers About Market Risk


58Item 8.


Financial
    Statements and Supplementary Data


58Item 9.


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


58Item 9A(T).


Controls and
    Procedures


58Item 9B.


Other
    Information


59PART IIIItem 10.


Directors,
    Executive Officers and Corporate Governance


59Item 11.


Executive
    Compensation


59Item 12.


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


59Item 13.


Certain
    Relationships and Related Transactions and Director
    Independence


60Item 14.


Principal
    Accounting Fees and Services


60PART IVItem 15.


Exhibits and
    Financial Statement Schedules


60Signatures


64   2




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CAUTIONARY
    NOTE REGARDING FORWARD-LOOKING STATEMENTS
  This Annual Report on
    Form 10-K,
    including the Managements Discussion and Analysis of
    Financial Condition and Results of Operation section in
    Item 7 of this report, and other materials accompanying
    this Annual Report on
    Form 10-K
    contain forward-looking statements within the meaning of
    Section 21E of the Securities Exchange Act of 1934 and
    Section 27A of the Securities Act of 1933. These statements
    relate to our, and in some cases our customers or
    partners, future plans, objectives, expectations,
    intentions and financial performance and the assumptions that
    underlie these statements. These forward-looking statements
    include, but are not limited to, statements concerning the
    following: our ability to achieve or maintain profitability; the
    acceptance of our pricing model; our business plan and growth
    management; operating expenses; business expansion; expansion of
    our sales and marketing capabilities; growth of the number of
    Internet users, Internet commerce and the market for on-demand
    services and online business optimization; changing
    technological developments; the impact of quarterly fluctuations
    of revenue and operating results; expansion of product and
    service offerings, including the development of new and improved
    services; scalability, reliability and performance of our
    platforms; our ability to provide adequate service to customers;
    network and systems integrity; retention of key employees; the
    release of future versions of current services; levels and
    sources of revenue; our ability to effectively integrate our
    recent European acquisitions; future acquisitions of or
    investments in complementary companies, products, services or
    technologies; acquisition of new customers; customer renewal
    rates; our expectations concerning relationships with third
    parties, including technology integration, channel partners,
    resellers and key customers; our ability to compete effectively
    in the market; levels of capital expenditures; issuance of
    common stock for acquisitions; changes in stock-based
    compensation; future cash requirements and sufficiency of our
    existing cash; fluctuations in interest rates and foreign
    currency exchange rates; our ability to attain certain economies
    of scale; expansion of our network infrastructure; our ability
    to utilize our network hardware more efficiently; legal
    proceedings; our future license payments under our patent
    license agreement with NetRatings; adequacy of our intellectual
    property; changes in U.S. and international laws regarding
    privacy, private information, the Internet and other areas;
    changes in accounting standards; maintenance of adequate
    internal controls; utilization of net operating loss and tax
    credit carryforwards to reduce our tax payments in future
    periods; the trends of our costs and expenses; staffing, direct
    sales force and expense levels; expansion of our European and
    other international operations; and adequacy of our capital
    resources to fund operations and growth.
  These statements are based on current expectations and
    assumptions regarding future events and business performance and
    involve known and unknown risks, uncertainties and other factors
    that may cause industry trends or our actual results, level of
    activity, performance or achievements to be materially different
    from any future results, levels of activity, performance or
    achievements expressed or implied by these statements. These
    factors include those set forth in the following discussion and
    within Part I. Item 1A Risk Factors of
    this Annual Report on
    Form 10-K
    and elsewhere within this report.
  Although we believe that expectations reflected in the
    forward-looking statements are reasonable, we cannot guarantee
    future results, levels of activity, performance or achievements.
    We will not update any of the forward-looking statements after
    the date of this annual report on
    Form 10-K
    to conform these statements to actual results or changes in our
    expectations, except as required by law. You should not place
    undue reliance on these forward-looking statements, which apply
    only as of the date of this annual report on
    Form 10-K.
    You should carefully review the risk factors described in other
    documents that we file from time to time with the
    U.S. Securities and Exchange Commission, or SEC.
  Omniture SiteCatalyst, Omniture DataWarehouse, Omniture
    Discover, Omniture Genesis, Omniture SearchCenter and Touch
    Clarity are among the trademarks or registered trademarks owned
    by or licensed to Omniture, Inc. All other brand and product
    names are or may be trademarks of, and are used to identify
    products or services of, their respective owners.
 3




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PART I  ITEM 1.
    Business  Overview
        Recent
    Developments
  5-day
     4




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Industry
    Background
  Broad
    Commercial Utilization of the Internet
  e-commerce time-to-market
  e-commerce
  Need
    to Measure and Automate Online Business
     5




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Opportunity
    to Optimize Online Business
  e-mail,
    Disaggregated view of customer information.
  Limited scalability.
 6




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Limited integration with enterprise
    systems. e-mail
  Slow implementation and adoption.
    Our
    Online Business Optimization Platform
      
    Increased sales and profitability.  We believe
    our services provide businesses of all sizes the ability to
    increase sales and profits through more informed decision-making
    and delivery of automated content and marketing offers. Our
    services enable customers to capture and measure user activity
    on their Web sites and automate business processes, such as
    online marketing, to increase conversion of Web site visitors to
    customers and to enhance the efficiency of multi-channel
    marketing and
    e-commerce
    initiatives. By utilizing our services, our customers are able
    to identify trends in customer behavior in real time, to direct
    business expenditures towards initiatives that they believe will
    increase sales, maximize profitability and enhance customer
    service and thereby gain a competitive advantage.
    Flexible platform to manage online
    business.  Our services are based on a technology
    platform that manages online business data from a centralized
    information store. Our multi-tenant technology platform is based
    upon a massively scalable computing architecture that allows us
    to share common computing resources simultaneously across our
    customer base while maintaining the integrity and security of
    each customers data. Our technology is built on a
    standards-based platform, which allows for interoperability with
    other third-party and proprietary systems. Additionally,
    customers can request data in flexible formats, such as
    scheduled data and report pushes, real-time data querying and
    retrieval,
    e-mailed
    reports and alerts, and custom data feeds. Our customers can
    configure the interface to our services to segment access 7




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privileges across their user base to deliver the most relevant
    data for each user while, at the same time, using
    permission-based policies to restrict the data available to any
    given user.  
    Enterprise-class scalability, performance, security and
    support.  Our platform is designed to scale to
    meet the needs of the largest and most sophisticated online
    operations in the world. Our customers rely on us to capture and
    manage significant volumes of data securely and accurately while
    providing immediate application availability and flexible
    real-time reporting. We currently capture more than
    420 billion transactions per quarter and manage over 1.2
    petabytes of data for our customers. We currently provide 99.9%
    application uptime. Our massively scalable architecture enables
    us to dynamically shift computing resources in our data centers
    to maintain application availability during periods of intense
    activity and spikes in traffic at any particular customers
    Web site. We provide our customers with comprehensive
    implementation, support services, best practices consulting and
    training through Omniture University, which offers our customers
    a comprehensive range of traditional and online training. To
    support the operations of multi-national customers, our Omniture
    SiteCatalyst, Omniture DataWarehouse and Omniture SearchCenter
    services are available in Chinese, French, German and Japanese,
    support all global currencies and provide automated conversion
    among these currencies based on current exchange rates.
    Independent, unaffiliated service
    provider.  Our platform interfaces with major
    Internet search vendors, advertising networks,
    e-mail
    marketers and lead generation sites and consolidates information
    across those channels into a single unified view. However, we
    are unaffiliated with any particular marketing channel or
    service provider and therefore can provide reliable and secure
    information that is independent. As such, we provide our
    customers with objective insight into the effectiveness of their
    multi-channel marketing expenditures across multiple channels,
    Internet vendors and partners.
    Reduced capital investment through on-demand hosted
    model.  We deliver our services entirely through
    an on-demand, hosted model. Our on-demand model enables our
    customers to calibrate their expenditures to their required
    level of service. As a result, our customers are able to limit
    their upfront investments in technology infrastructure,
    third-party software and systems, and more effectively leverage
    their own IT personnel. Our services can be deployed rapidly, as
    our solution is standards-based and designed to integrate
    seamlessly and securely with a customers internal systems.
    All upgrades are implemented by us on our servers, and therefore
    all of our customers can benefit immediately from them.  Our
    Strategy
    
    Rapidly expand our customer base.  We believe
    the market for online business optimization is in its early
    stages, and we intend to expand our customer base rapidly by
    investing in our direct sales force and expanding our
    distribution channel partnerships. In particular, we believe
    there is an unmet need for our services in international
    markets, and we intend to expand our presence aggressively in
    Europe, which is indicated by our recent acquisitions of
    Instadia and Touch Clarity, and in the Asia-Pacific region.
    Extend our technology leadership position.  We
    believe our highly scalable, enterprise-class technology
    platform, which we built expressly for the purpose of online
    business optimization, provides us with a significant technology
    lead. Our technology is being used by many of the largest and
    most complex online operations in the world. We intend to
    continue to invest in improving the scalability, reliability and
    performance of our platform and in extending our platform to
    interface with additional third-party services. This has been
    indicated by the launch of Omniture Genesis and by the
    availability of the Open Transaction Framework, a simplified
    method for data collection that utilizes the Omniture Universal
    Tag. Omniture Universal tag is a single data collection method
    for online applications including e-mail, ad serving, site
    search and behavioral targeting.
    Broaden our online business optimization platform
    capabilities.  We believe our platform, built
    around our Omniture SiteCatalyst service, provides a foundation
    for offering additional business optimization services to our
    customers. For example, during 2006, we released our Omniture
    SearchCenter service, which enables 8




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customers to automatically enhance the effectiveness of their
    paid search keyword bids and Omniture Genesis, which enables
    customers to integrate their third-party marketing applications
    into Omniture SiteCatalyst. In early 2007, we released
    Discover 2, an advanced data segmentation tool, and
    announced the acquisition of Touch Clarity, which adds a new
    technology to our online business optimization platform that
    utilizes behavioral data collected from Omniture SiteCatalyst to
    automatically deliver the most relevant content and marketing
    offers. We intend to continue to develop and deliver new
    services and functionality that meet the markets needs.  
    Remain intensely focused on our customers
    success.  We believe that our customers
    success is critical to our success. We intend to remain
    intensely customer-centric as we develop our new services and
    improve our existing services. Our close relationships with our
    customers and our rapid responsiveness to their requests have
    been key elements in our development efforts to date and will
    remain central to our strategy in the future. For example,
    certain key features of Omniture SearchCenter and Omniture
    Discover were developed in direct response to feedback from our
    customers. In addition, through programs such as Omniture
    University and our Omniture Best Practices consulting group, as
    well as our certified consulting partners, we are committed to
    continuing to deliver superior education, training and
    consulting services to our customers to enable them to enhance
    the value of our services.
    Develop and expand strategic relationships to extend our
    platform and distribution channels.  An important
    element of our growth strategy is to continue developing
    strategic relationships with third parties that can help us
    broaden our online business optimization platform and continue
    to develop new distribution channels for our services. We
    believe our services are attractive to our partners because they
    are able to leverage the information and capabilities of our
    platform to enhance their solutions. We intend to continue
    establishing relationships with third parties in order to
    provide broader and more integrated functionality to our
    customers. In addition, we intend to build new relationships and
    leverage existing relationships with channel, consulting and
    reseller partners in order to complement our direct selling
    efforts and extend our market reach.  Omniture
    Online Business Optimization Services
  plug-and-play,
 9




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Omniture
    SiteCatalyst
    Optimum Path Engine

Enables our customers to
    understand the traffic flows through their site. Using the data
    provided by this engine, our customers can choose from several
    different visual reports, including visual ClickMaps and reports
    showing most common actions (such as viewing a particular page
    online) occurring before or after a particular action, as well
    as actions that initiate and terminate a session. The Optimum
    Path Engine further identifies where customers abandon
    multi-step processes.   Advanced Segment
    Insight

Allows our customers to visually
    construct segments using behavior-based and demographic segment
    criteria and then create reports reflecting just the activity of
    users meeting all the segment criteria. Using this technology,
    our customers can identify where their most valuable Web site
    visitors originate, enabling them to allocate more advertising
    dollars to that source. Our customers are also able to identify
    visitors who abandon the conversion process and to launch
    remarketing efforts to bring them back to the Web site.VISTA

Allows insertion of custom
    data-processing rules into our application. These rules can be
    used to segment data in real time based on customer-specified
    criteria.Excel Integration

Allows customers to designate
    areas of Microsoft Excel worksheets that are linked to data from
    within the Omniture SiteCatalyst service. This data can be used
    as native Excel from within the application, such as formatting
    and formulas, and can be updated from information within the
    Omniture SiteCatalyst service.Dashboards

Allows customers to view the
    information most important to them in a single-page customizable
    view. Dashboards can be downloaded or scheduled for automated
    delivery in a variety of formats.Alerts

Allows customers to define key
    performance metrics and thresholds for monitoring. An
    e-mail alert
    is sent whenever one of these key performance indicators has
    been triggered.  10




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Online Business Administration
    Console

A self-service configuration and
    management tool that allows our customers to create, configure
    and manage report suites, which are repositories of customer
    data within Omniture SiteCatalyst pertaining to a specific
    source of traffic that has been identified by the customer;
    manage user access and permissions for individuals, groups and
    functions by roles and entitlements; deploy and manage multiple
    currencies and languages; generate data collection code by
    application type, including Web pages, wireless devices, and
    rich Internet applications; and provides open access to external
    provision systems through a Web services application protocol
    interface and software developer kit.     Social Networking

Allows companies to correlate
    advertising, subscriptions, memberships and revenue with user
    generated content  such as videos, reviews, rating
    and forums.Blog Value

Allows companies to understand the
    value of how blogs contribute to business goals including
    revenue, orders and repeat frequency.Dynamic Site Search

Prioritizes site search results
    based on business goals, e.g. popularity, conversion, profit,
    etc.Visitor Interaction Profiling
    (VIP)

Helps companies enrich customer
    profiles to identify and analyze important customer
    segments  delivering more targeted messages, products
    and services.   Open
    Transaction Framework
    Omniture
    DataWarehouse
    Omniture
    Discover
   11




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1-Click Segmentation

Allows our customers in real time
    to define marketing segmentation criteria easily and create
    segments of customers while viewing how those segments influence
    the analysis as criteria are added to the segments.N-Dimensional
    Analysis

Allows our customers to refine
    their analyses by enabling them to correlate the relationships
    between any and all data elements, which we sometimes refer to
    as data dimensions, with any other data elements.     Virtual Focus Group

Allows our customers to understand
    the Web site experience of individual customers and the ability
    to create focus group segments based on desired attributes.Advanced Fall-out
    Analysis

Allows our customers to
    dynamically build and analyze online processes to improve
    conversion.Dynamic Path Flow

Allows our customers to explore
    paths customers follow through the Web site to optimize campaign
    conversion, content placement and site navigation.   Omniture
    Genesis
  plug-and-play
  Omniture
    SearchCenter
  easy-to-use
    Integrated Analytics

Provides an integrated view of
    keyword purchasing data with site activity, including the
    success resulting from individual keywords and ads, and key
    performance metrics, such as product sales. 12




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Keyword Classifier

Allows keywords to be categorized
    into groups by characteristics. Customers can then view reports
    across the dimensions created by these classifications as well
    as interact with entire groups of keywords as if they were a
    unit (such as by applying a common business rule across all
    words that share a common classification).Rule Builder Bid
    Strategies

Allows automated modification of
    keyword spending based on keywords or groups of keywords.
    Customers can specify a set of rules, which can include a
    combination of performance analytics as well as keyword
    publishing information (for example, if conversion drops below a
    certain threshold, decrease spending accordingly), to apply
    against their active keywords. Whenever a rule criterion is met,
    the actions described by the rule are automatically executed.
    Omniture SearchCenter contains a library of automated
    best-practice strategies and also allows customers to create
    customized rules for their specific bidding strategies.Excel List Management

Allows customers to manage
    keywords entirely within Excel. This feature can automatically
    populate a worksheet showing keywords, spending and other
    information. Customers can modify this information in Excel and,
    by clicking on a button, transfer the changes into Omniture
    SearchCenter.AdMatch

Associates keywords with the
    precise text ad that was served. This allows our customers to
    gain greater insight into which keywords and text ads are
    performing.   Omniture
    Touch Clarity
     13




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Professional
    Services, Customer Service and Support
    Implementation
    Services
    Omniture
    Best Practices
    Omniture
    University
    Customer
    Service and Support
  e-mail e-mail
  Technology,
    Development and Operations
  Technology
   14




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15




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International
    Support
    Development
        Operations
      Customers
    Strategic
    Relationships
   16




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Search
    Engine Providers
    Online
    Marketing Service Providers
  e-mail,
    Category

PartnerAd Serving

DoubleClick Inc.Behavioral Targeting &
    Optimization

Kefta Inc., Memetrics, Optimost,
    LLCCRM

Salesforce.com, Inc.eMail

Acxiom Digital, CheetahMail Inc.,
    Epsilon Interactive, ExactTarget, Responsys Inc. and Silverpop
    Systems, Inc.Search Marketing

Ask.com, Enhance Interactive Inc.,
    Google, Inc., LookSmart Ltd., MIVA Inc., MSN, SearchFeed, Yahoo!
    and YourAmigoSite Search

Endeca Technologies Inc., FAST
    Search and Transfer ASA and Mercado Software Inc.User Experience

Foresee Results, Inc. and
    OpinionLab, Inc.Other

Advertising.com, Inc., Allurent,
    Bazaarvoice Inc. and Maxamine Inc.   Sales
    and Marketing
    Direct
    Sales
   17




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Channel
    Sales
  (e-commerce,
  International
    Sales
    Marketing
      
    customer referral programs;
    direct
    e-mail and
    online Web advertising campaigns;
    participation in, and sponsorship of, user conferences, trade
    shows and industry events;
    cooperative marketing efforts with partners, including joint
    press announcements, joint trade show activities, channel
    marketing campaigns and joint seminars; and
    using our Web site to provide product and company information.  Omniture
    Summit
  two-day
  Competition
   18




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
    companies such as Coremetrics, Inc., Google Inc., Nedstat Ltd.,
    WebSideStory, Inc. and WebTrends Inc. that offer on-demand
    services;
    software vendors such as Epiphany, Inc. (acquired by SSA
    Global), NetRatings, Inc., Sane Solutions, LLC (acquired by
    Unica Corporation) and SAS Institute, Inc.; and
    online marketing service providers such as aQuantive, Inc.,
    DoubleClick Inc. and
    24/7 Real
    Media, Inc.
    behavioral targeting providers, including Offermatica, Optimost
    LLC, Memetrics, Kefta Inc. and [x + 1]      
    the proven performance, security, scalability, flexibility and
    reliability of services;
    pricing;
    the intuitiveness and visual appeal of services user
    interfaces;
    low total cost of ownership and demonstrable cost-effective
    benefits to customers;
    the ability of services to provide N-dimensional segmentation of
    information;
    the flexibility and adaptability of services to match changing
    business demands;
    enterprise-level customer service and training;
    the usability of services, including services being easy to
    learn and remember, efficient and visually compelling;
    the real-time availability of data and reporting;
    the ability to deploy the services globally and to provide
    multi-currency,
    multi-language
    and multi-character support; and
    success in educating customers in how to utilize services
    effectively.    Intellectual
    Property
   19




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and/or
    United
    States and Foreign Government Regulation
      e-mail
   21




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Employees
    Executive
    Officers
    Name

Age

PositionJoshua G. James


33


President and Chief Executive
    OfficerJohn R. Pestana


33


Executive Vice President, Customer
    Success and Chairman of the BoardMichael S. Herring


38


Chief Financial Officer and
    Executive Vice PresidentBrett M. Error


35


Chief Technology Officer and
    Executive Vice President, ProductsChristopher C. Harrington


37


President, Worldwide Sales and
    Client Services   Joshua G. James
  John R. Pestana
  Michael S. Herring
  Brett M. Error
  Christopher C. Harrington
 22




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Available
    Information
  www.omtr.com, Form 10-K, Form 10-Q, Form 8-K, e-mail: ir@omniture.com. Form 10-K. 1-800-SEC-0330. http://www.sec.gov.
  ITEM 1A.
    Risk
    Factors  Factors
    That Could Affect Future Results
  Form 10-K, Form 10-Q
  Risks
    Related to Our Business
  We
    have a history of significant net losses, may incur significant
    net losses in the future and may not achieve or maintain
    profitability.
    We
    have derived substantially all of our subscription revenues from
    sales of our Omniture SiteCatalyst service. If our Omniture
    SiteCatalyst service is not widely accepted by new customers,
    our operating results will be harmed.
   23




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If we
    are unable to attract new customers or to sell additional
    services to our existing customers, our revenue growth will be
    adversely affected.
    Our
    business depends substantially on customers renewing their
    subscriptions for our online business optimization services. Any
    decline in our customer renewals would harm our future operating
    results.
    The
    significant capital requirements of our business model make it
    more difficult to achieve positive cash flow and profitability
    if we continue to grow rapidly.
    Our
    growth depends upon our ability to add new and retain existing
    large customers; however, to the extent we are successful in
    doing so, our gross margins and ability to achieve profitability
    and positive cash flow may be impaired.
   24




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Because
    we recognize subscription revenue over the term of the
    applicable agreement, the lack of subscription renewals or new
    service agreements may not immediately be reflected in our
    operating results.
    We
    have limited experience with respect to our pricing model and if
    the prices we charge for our services are unacceptable to our
    customers, our revenues and operating results will be
    harmed.
    If we
    are unable to develop or acquire new services, our revenue
    growth will be harmed.
    Our
    quarterly results of operations may fluctuate in the future. As
    a result, we may fail to meet or exceed the expectations of
    securities analysts or investors, which could cause our stock
    price to decline.
    
    our ability to increase sales to existing customers and attract
    new customers;
    the addition or loss of large customers;
    the amount and timing of operating costs and capital
    expenditures related to the maintenance and expansion of our
    business, operations and infrastructure; 25




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
    the timing and success of new product and service introductions
    by us or our competitors;
    seasonal variations in the demand for our services and the
    implementation cycles for our new customers;
    levels of revenues from our larger customers, which have lower
    per transaction pricing due to higher transaction commitments;
    changes in our pricing policies or those of our competitors;
    service outages or security breaches;
    the extent to which any of our significant customers terminate
    their service agreements with us or reduce the number of
    transactions from which we capture data pursuant to their
    service agreements;
    limitations of the capacity of our network and systems;
    the timing of costs related to the development or acquisition of
    technologies, services or businesses;
    general economic, industry and market conditions and those
    conditions specific to Internet usage and online businesses;
    the purchasing and budgeting cycles of our customers; and
    geopolitical events such as war, threat of war or terrorist
    actions.  period-to-period
  The
    market for on-demand services, in general, and for online
    business optimization services, in particular, is at an early
    stage of development, and if it does not develop or develops
    more slowly than we expect, our business will be
    harmed.
    
    the security capabilities, reliability and availability of
    on-demand services;
    customer concerns with entrusting a third party to store and
    manage their data;
    public concern regarding privacy;
    the level of customization or configuration we offer;
    our ability to maintain high levels of customer satisfaction;
    our ability to provide reports in real time during periods of
    intense activity on customer Web sites;
    the price, performance and availability of competing products
    and services;
    the rate of continued growth in online commerce and online
    advertising; and
    the current and possible future imposition by federal, state and
    local agencies of taxes on goods and services that are provided
    over the Internet.   26




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##### Table of Contents



We
    operate in a highly competitive market, which could make it
    difficult for us to acquire and retain customers.
    
    companies such as Coremetrics, Inc., Google Inc., Nedstat Ltd.,
    WebSideStory, Inc. and WebTrends Inc. that offer on-demand
    services;
    software vendors such as Epiphany, Inc. (acquired by SSA
    Global), NetRatings, Inc., Sane Solutions, LLC (acquired by
    Unica Corporation) and SAS Institute, Inc.;
    online marketing service providers such as aQuantive, Inc.,
    DoubleClick Inc. and
    24/7 Real
    Media, Inc.; and
    behavioral targeting providers including Memetrics, Kefta and x
    + 1      
    absorb costs associated with providing their products at a lower
    price;
    devote more resources to new customer acquisitions;
    respond to evolving market needs more quickly than we
    can; and
    finance more research and development activities to develop
    better services.        We
    rely on a small number of third-party service providers to host
    and deliver our services, and any interruptions or delays in
    services from these third parties could impair the delivery of
    our services and harm our business.
   27




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##### Table of Contents



back-up
    If we
    fail to respond to rapidly changing technological developments
    or evolving industry standards, our services may become obsolete
    or less competitive.
    We
    have experienced rapid growth in recent periods. If we fail to
    manage our growth effectively, we may be unable to execute our
    business plan, maintain high levels of service or address
    competitive challenges adequately.
    Failure
    to effectively expand our sales and marketing capabilities could
    harm our ability to increase our customer base and achieve
    broader market acceptance of our services.
   28




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##### Table of Contents



Our
    growth depends in part on the success of our strategic
    relationships with third parties, including technology
    integration, channel partners and resellers of our
    services.
    Because
    our long-term success depends, in part, on our ability to expand
    the sales of our services to customers located outside of the
    United States, our business will be susceptible to risks
    associated with international operations.
    
    fluctuations in currency exchange rates;
    unexpected changes in foreign regulatory requirements;
    longer accounts receivable payment cycles and difficulties in
    collecting accounts receivable;
    difficulties in managing and staffing international operations;
    potentially adverse tax consequences, including the complexities
    of foreign value added tax systems and restrictions on the
    repatriation of earnings;
    localization of our services, including translation into foreign
    languages and associated expenses;
    dependence on certain third parties to increase customer
    subscriptions;
    the burdens of complying with a wide variety of foreign laws and
    different legal standards;
    increased financial accounting and reporting burdens and
    complexities;
    political, social and economic instability abroad, terrorist
    attacks and security concerns in general; and
    reduced or varied protection for intellectual property rights in
    some countries.     29




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##### Table of Contents



We may
    be liable to our customers and may lose customers if we provide
    poor service, if our services do not comply with our agreements
    or if we are unable to collect customer data or otherwise lose
    customer data.
      A
    rapid expansion of our network and systems could cause us to
    lose customer data or cause our network or systems to
    fail.
    If a
    third party asserts that we are infringing its intellectual
    property, whether successful or not, it could subject us to
    costly and time-consuming litigation or expensive licenses, and
    our business may be harmed.
   30




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##### Table of Contents



The
    success of our business depends in large part on our ability to
    protect and enforce our intellectual property
    rights.
     31




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##### Table of Contents



We
    rely on our management team and need additional personnel to
    grow our business, and the loss of one or more key employees or
    the inability to attract and retain qualified personnel could
    harm our business.
    We
    have made and may continue to make acquisitions of, or
    investments in, other companies, each of which may divert our
    managements attention, result in additional dilution to
    our stockholders and consumption of resources that are necessary
    to sustain our business, which could disrupt our operations and
    harm our operating results.
        5-day
   32




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##### Table of Contents




    issue additional equity securities that would dilute our
    stockholders;
    use a substantial portion of our cash resources that we may need
    in the future to operate our business;
    incur debt on terms unfavorable to us or that we are unable to
    repay;
    assume or incur large charges or substantial liabilities;
    encounter difficulties retaining key employees of the acquired
    company or integrating diverse business cultures;
    become subject to adverse accounting or tax consequences,
    substantial depreciation or deferred compensation charges;
    make severance payments and provide additional compensation to
    executives and other personnel;
    incur charges related to the elimination of duplicative
    facilites or resources;
    incur legal, accounting and financial advisory fees, regardless
    of whether the transaction is completed; and
    become subject to intellectual property or other litigation. 33




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##### Table of Contents



Material
    defects or errors in our software we use to deliver our services
    could harm our reputation, result in significant costs to us and
    impair our ability to sell our services.
    
    lost or delayed market acceptance and sales of our services;
    sales credits or refunds to our customers;
    loss of customers;
    diversion of development resources;
    injury to our reputation; and
    increased warranty and insurance costs.    Changes
    in financial accounting standards or practices may cause
    adverse, unexpected financial reporting fluctuations and affect
    our reported results of operations.
  Share-Based
    Payment
  We
    might require additional capital to support business growth, and
    this capital might not be available on acceptable terms, or at
    all.
   34




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##### Table of Contents



If we
    fail to maintain proper and effective internal controls, our
    ability to produce accurate financial statements could be
    impaired, which could adversely affect our operating results,
    our ability to operate our business and investors views of
    us.
    Our
    net operating loss carryforwards may expire unutilized, which
    could prevent us from offsetting future taxable
    income.
    If we
    cannot maintain our corporate culture as we grow, we could lose
    the innovation, teamwork and focus that we believe our culture
    fosters, and our business may be harmed.
    Risks
    Related to Our Industry
  Widespread
    blocking or erasing of cookies or other limitations on our
    ability to use cookies or other technologies that we employ may
    impede our ability to collect information and reduce the value
    of our services.
  non-U.S. regulators.
 35




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##### Table of Contents



We
    interact with consumers through our customers, so we may be held
    accountable for our customers handling of the
    consumers personal information.
      Domestic
    or foreign laws or regulations may limit our ability to collect
    and use Internet user information, resulting in a decrease in
    the value of our services and having an adverse impact on the
    sales of our services.
  class-action
     36




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##### Table of Contents



e-mail
    We may
    face liability for the unauthorized disclosure or theft of
    private information, which could expose us to liabilities and
    harm our stock price.
    We may
    face public relations problems as a result of violations of
    privacy laws and perceived mistreatment of personal information,
    and these public relations problems may harm our reputation and
    thereby lead to a reduction in customers and lower
    revenues.
    Internet-related
    and other laws could adversely affect our
    business.
   37




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##### Table of Contents



Risks
    Related to the Securities Markets and Ownership of Our Common
    Stock
  The
    trading price of our common stock may be subject to significant
    fluctuations and volatility, and our stockholders may be unable
    to resell their shares at a profit.
  intra-day intra-day
  
    price and volume fluctuations in the overall stock market from
    time to time;
    significant volatility in the market price and trading volume of
    technology companies in general, and companies in our industry;
    actual or anticipated changes in our results of operations or
    fluctuations in our operating results;
    actual or anticipated changes in the expectations of investors
    or securities analysts, including changes in financial estimates
    or investment recommendations by securities analysts who follow
    our business;
    speculation in the press or investment community;
    technological advances or introduction of new products by us or
    our competitors;
    actual or anticipated developments in our competitors
    businesses or the competitive landscape generally;
    litigation involving us, our industry or both;
    regulatory developments in the United States, foreign countries
    or both;
    major catastrophic events;
    our sale of common stock or other securities in the future;
    the trading volume of our common stock, as well as sales of
    large blocks of our stock; or
    departures of key personnel.    If
    securities analysts stop publishing research or reports about
    our business, or if they downgrade our stock, the price of our
    stock could decline.
   38




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##### Table of Contents



The
    concentration of our capital stock ownership with insiders will
    likely limit your ability to influence the outcome of key
    transactions, including a change of control.
    Provisions
    in our certificate of incorporation and bylaws under Delaware
    law might discourage, delay or prevent a change of control of
    our company or changes in our management and, therefore, depress
    the trading price of our common stock.
    
    establish a classified board of directors so that not all
    members of our board of directors are elected at one time;
    authorize the issuance of blank check preferred
    stock that our board of directors could issue to increase the
    number of outstanding shares to discourage a takeover attempt;
    prohibit stockholder action by written consent, which requires
    all stockholder actions to be taken at a meeting of our
    stockholders;
    prohibit stockholders from calling a special meeting of our
    stockholders;
    provide that the board of directors is expressly authorized to
    make, alter or repeal our bylaws; and
    establish advance notice requirements for nominations for
    elections to our board of directors or for proposing matters
    that can be acted upon by stockholders at stockholder meetings.    ITEM 1B.
    Unresolved
    Staff Comments    ITEM 2.
    Properties    ITEM 3.
    Legal
    Proceedings  Accounting Contingencies
 39




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##### Table of Contents



ITEM 4.
    Submission
    of Matters to a Vote of Security Holders   PART II  ITEM 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuers Purchases of Equity Securities  Market
    Information for Common Stock
      High


LowFiscal year ended
    December 31, 2006:Second quarter (beginning
    June 28, 2006)

$
7.60


$
5.60Third quarter


8.59



6.23Fourth quarter


14.97



7.35   Dividends
    Stockholders
    Securities
    Authorized for Issuance under Equity Compensation
    Plans
   40




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##### Table of Contents



STOCK
    PERFORMANCE GRAPH AND CUMULATIVE TOTAL RETURN
  Notwithstanding any statement to the contrary in any of our
    previous or future filings with the SEC, the following
    information relating to the price performance of our common
    stock shall not be deemed to be filed with the SEC
    or to be soliciting material under the Securities
    Exchange Act of 1934, as amended, or the Exchange Act, and it
    shall not be deemed to be incorporated by reference into any of
    our filings under the Securities Act or the Exchange Act, except
    to the extent we specifically incorporate it by reference into
    such filing.
      COMPARISON
    OF CUMULATIVE TOTAL RETURN AMONG OMNITURE, INC., THE NASDAQ
    COMPOSITE INDEX AND THE NASDAQ COMPUTER INDEX
  
  6/28/06

6/30/06

7/31/06

8/31/06

9/30/06

10/31/06

11/30/06

12/31/06Omniture, Inc.

$
100.00


$
111.64


$
110.41


$
101.84


$
120.83


$
139.05


$
172.59


$
215.62NASDAQ Composite Index


100.00



102.85



99.04



103.41



106.94



112.07



115.15



114.37NASDAQ Computer Index


100.00



102.27



99.36



105.29



110.38



115.91



120.33



117.32   Recent
    Sales of Unregistered Securities
   41




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##### Table of Contents



Use of
    Proceeds from the Initial Public Offering
   Form S-1 No. 333-132987),
    Trading
    Plans
  Rule 10b5-1
 42




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##### Table of Contents



ITEM 6.
    Selected
    Financial Data  10-K. Form 10-K. Form 10-K.
  Year Ended December 31,2002


2003


2004


2005


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

$
3,715


$
8,654


$
20,566


$
42,804


$
79,749Net (loss) income


(1,378
)


143



(1,318
)


(17,441
)


(7,725
)(1)Net (loss) income per share,
    diluted

$
(0.11
)

$
0.01


$
(0.10
)

$
(1.27
)

$
(0.25
)(1)Weighted-average number of shares


12,270



22,677



13,094



13,694



30,332Cash and cash equivalents


317



2,187



8,927



22,196



68,287
(2)Working (deficit) capital


(1,248
)


(2,638
)


(1,422
)


1,191



52,028
(2)Total assets


1,616



6,926



32,768



73,051



135,210
(2)Total long-term obligations,
    including current
    portion(3)


381



2,054



9,028



5,992



10,191Convertible preferred stock


10,108



10,108



22,770



61,882




(4)Total stockholders (deficit)
    equity


(12,379
)


(12,205
)


(13,413
)


(30,266
)


86,425
(2)(4)     (1)
    
    As a result of adopting SFAS No. 123R on
    January 1, 2006, our net loss and diluted net loss per
    share for 2006 were $1,787,000 and $0.06, respectively, greater
    than if we had continued to account for stock-based compensation
    under the previous accounting rules. Because we adopted
    SFAS No. 123R using the prospective transition method,
    we applied its provisions only to stock awards granted,
    modified, repurchased or cancelled after the effective date.(2)
    
    Cash and cash equivalents, working capital, total assets and
    stockholders equity increased in 2006 primarily due to the
    net cash proceeds of $59.2 million, after deducting
    underwriting discounts, commissions and offering expenses, from
    our initial public offering in July 2006.(3)
    
    Total long-term obligations, including current portion consist
    of notes payable and capital lease obligations.(4)
    
    In 2006, the entire balance of convertible preferred stock was
    reclassified to stockholders equity due to the automatic
    conversion of the outstanding shares of convertible preferred
    stock to common stock upon the closing of our initial public
    offering in July 2006. 43




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##### Table of Contents



ITEM 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following Managements Discussion and Analysis of
    Financial Condition and Results of Operations should be read in
    conjunction with our Consolidated Financial Statements and
    related Notes included in Part II. Item 8 of this
    Annual Report on
    Form 10-K.
    This discussion contains forward-looking statements based on
    current expectations that involve risks and uncertainties, such
    as our plans, objectives, expectations and intentions, as set
    forth under Cautionary Note Regarding Forward-Looking
    Statements. Our actual results and the timing of events
    could differ materially from those anticipated in these
    forward-looking statements as a result of various factors,
    including those set forth in the following discussion and in
    Part I. Item 1A Risk Factors and elsewhere
    in this Annual Report on
    Form 10-K.
    Unless otherwise indicated, all references to a year reflect our
    fiscal year that ends on December 31, 2006.
  Overview
         44




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##### Table of Contents



How We
    Generate Revenues
    Subscription Revenues.
        Professional Services and Other
    Revenues.
  time-and-materials
 45




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##### Table of Contents



Indirect Sales.
  Cost of
    Revenues and Operating Expenses
  Cost of Revenues.
    non-network
  Operating Expenses.
        Trends in
    Our Business and Results of Operations
   46




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##### Table of Contents



Share-Based
    Payment.
 47




---



##### Table of Contents



Results
    of Operations
    Year Ended December 31,2004


2005


2006Revenues:Subscription


95
%


96
%


94
%Professional services and other


5



4



6Total revenues


100



100



100Cost of revenues:Subscription


39



43



36Professional services and other


3



5



4Total cost of revenues


42



48



40Gross profit


58



52



60Operating expenses:Sales and marketing


43



57



44Research and development


10



15



11General and administrative


16



15



15Litigation settlement






6



Total operating expenses


69



93



70Loss from operations


(11
)


(41
)


(10
)Interest income






1



2Interest expense


(2
)


(1
)


(2
)Other income


7







Loss before provision for income
    taxes


(6
)


(41
)


(10
)Provision for income taxes










Net loss


(6
)%


(41
)%


(10
)%  48




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##### Table of Contents



Years
    Ended December 31, 2004, 2005 and 2006
  Revenues
  Year Ended December 31,


% Change2004


2005


2006


2004 vs. 2005


2005 vs. 2006(in thousands)Subscription

$
19,444


$
41,066


$
74,580



111
%


82
%Professional services and other


1,122



1,738



5,169



55



197Total revenues

$
20,566


$
42,804


$
79,749



108



86       Year Ended December 31,2004


2005


2006Revenues from customers within the
    United States

$
18,761


$
38,108


$
66,468Revenues from customers outside
    the United States


1,805



4,696



13,281Total revenues

$
20,566


$
42,804


$
79,749Revenues from customers outside
    the United States as a percentage of total revenues


9
%


11
%


17
%       Cost
    of Revenues
  Year Ended December 31,


% Change2004


2005


2006


2004 vs. 2005


2005 vs. 2006(in thousands)Subscription

$
7,993


$
18,496


$
28,827



131
%


56
%Professional services and other


739



1,963



2,999



166



53Total cost of revenues

$
8,732


$
20,459


$
31,826



134



56     Year Ended December 31,2004


2005


2006Subscription


41
%


45
%


39
%Professional services and other


66



113



58  49




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##### Table of Contents



Operating
    Expenses
  Year Ended December 31,


% Change2004


2005


2006


2004 vs. 2005


2005 vs. 2006(in thousands)Sales and marketing

$
8,906


$
24,259


$
35,227



172
%


45
%Research and development


2,030



6,647



8,732



227



31General and administrative


3,230



6,220



12,107



93



95Litigation settlement






2,604







*



(100
)Total operating expenses

$
14,166


$
39,730


$
56,066



180



41     *
    
    Not meaningful  Sales and
    Marketing
       50




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##### Table of Contents



Research
    and Development
      General
    and Administrative
        Litigation
    Settlement
    Stock-Based
    Compensation
    Year Ended December 31,2004


2005


2006Cost of subscription revenues

$



$
41


$
203Cost of professional services and
    other revenues






6



54Sales and marketing






156



993Research and development






243



563General and administrative






64



1,345Total stock-based compensation

$



$
510


$
3,158      51




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##### Table of Contents



Interest
    Income, Interest Expense and Other Income
    (Expense)
  Year Ended December 31,2004


2005


2006(in thousands)Interest income

$
64


$
599


$
2,117Interest expense


392



574



1,285Other income (expense)


1,342



(66
)


(219
)         Liquidity
    and Capital Resources
        Operating
    Activities
     52




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##### Table of Contents



Investing
    Activities
      Financing
    Activities
    Other
    Factors Affecting Liquidity and Capital Resources
      36-month
     53




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##### Table of Contents



No. 95-3, Recognition of Liabilities in Connection with a Purchase
    Business Combination.
        Off-Balance
    Sheet Arrangements
      Accounting for Leases.
 54




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##### Table of Contents



Contractual
    Obligations and Commitments
    Payments Due by PeriodLess ThanTotal


1 Year


1-3 Years


3-5 Years


ThereafterOperating lease obligations

$
7,377


$
1,794


$
5,140


$
443


$
Capital lease obligations


90



64



26







Notes payable


10,114



5,997



4,117







Interest on notes payable


819



579
(1)


240







Patent license and settlement costs


4,000



4,000











Total contractual
    obligations(2)

$
22,400


$
12,434


$
9,523


$
443


$
     (1)
    
    Includes estimated interest payments of $44,000 on our variable
    rate revolving line of credit. The $44,000 is based on the
    $500,000 outstanding principal balance and interest rate of
    8.25% in effect at December 31, 2006.(2)
    
    Excludes additional consideration of $33.6 million related
    to the Touch Clarity acquisition, which was completed subsequent
    to December 31, 2006, to be paid no later than
    November 30, 2007 in our common stock, cash, or some
    combination of stock and cash, at our discretion.        Critical
    Accounting Policies
     55




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##### Table of Contents



Revenue
    Recognition
  Revenue Recognition No. 00-21, Revenue Arrangements with Multiple Deliverables.
  
    There is persuasive evidence of an arrangement;
    the service has been provided to the customer;
    the collection of the fees is reasonably assured; and
    the amount of fees to be paid by the customer is fixed or
    determinable.  set-up
      Allowances
    for Accounts Receivable
    account-by-account
  Impairment
    of Long-Lived and intangible assets, including
    goodwill
  Accounting for the Impairment and
    Disposal of Long-Lived Assets.
 56




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##### Table of Contents



Goodwill and Other Intangible Assets.
  Stock-Based
    Compensation
  Accounting for Stock Issued to Employees Accounting for Certain
    Transactions Involving Stock Compensation, an Interpretation of
    APB Opinion No. 25 Accounting for Stock-Based
    Compensation Accounting for
    Stock-Based Compensation  Transition and
    Disclosure.
      Recent
    Accounting Pronouncements
  Accounting for Uncertainty in Income Taxes  an
    Interpretation of FASB Statement No. 109, Accounting for
    Income Taxes,
  Fair Value Measurements.
 57




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##### Table of Contents



The
    Fair Value Option for Financial Assets and Financial
    Liabilities.
  ITEM 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Foreign
    Currency Exchange Risk
    Accounting for Derivative Instruments and Hedging
    Activities.
    Interest
    Rate Sensitivity
    ITEM 8.
    Financial
    Statements and Supplementary Data  Form 10-K
  ITEM 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    ITEM 9A(T).
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rule 13a-15 Form 10-K.
 58




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##### Table of Contents



Managements
    Annual Report on Internal Control Over Financial
    Reporting
  Form 10-K
  Changes
    in Internal Control Over Financial Reporting
  Form 10-K
    ITEM 9B.
    Other
    Information.   PART III  ITEM 10.
    Directors,
    Executive Officers and Corporate Governance  Form 10-K Form 10-K Business  Executive Officers
  ITEM 11.
    Executive
    Compensation  Form 10-K
  ITEM 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Form 10-K
 59




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##### Table of Contents



ITEM 13.
    Certain
    Relationships and Related Transactions and Director
    Independence  Form 10-K
  ITEM 14.
    Principal
    Accountant Fees and Services  Form 10-K
 PART IV  ITEM 15.
    Exhibits
    and Financial Statement Schedules  (a) The following documents are filed as part of this
    Annual Report on
    Form 10-K:
  All Financial Statements:
  page F-1:
                Financial Statement Schedules:
      3.
    Exhibits:  Regulation S-K
 60




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##### Table of Contents



(b)
    Exhibits:    Incorporated by ReferenceExhibit







Exhibit



FiledNo.

Exhibit Description

Form

File No.

No.

Filing Date

Herewith2
.1

Share Purchase Agreement, dated
    February 14, 2007, by and among Omniture, Inc., the
    Shareholders of Touch Clarity Limited, Paul Phillips, Helen
    Protopapas and Tim Brown, as the Warrantors, and Alta Berkeley
    LLP and Yehoshua Ennis collectively as the Shareholder
    Representative.

8-K

000-52076

2.1

February 20, 20073
.1

Amended and Restated Certificate
    of Incorporation of the Registrant currently in effect

10-Q

000-52076

3.1

August 11, 20063
.2

Amended and Restated Bylaws of the
    Registrant currently in effect

10-Q

000-52076

3.2

August 11, 20064
.1

Specimen Common Stock Certificate
    of the Registrant

S-1

333-132987

4.1

June 22, 20064
.2

Amended and Restated Registration
    Rights Agreement, dated as of April 26, 2006, between the
    Registrant and Certain Holders of the Registrants Common
    Stock Named therein

S-1

333-132987

4.1

June 9, 20064
.3

Silicon Valley Bank Second Amended
    and Restated Loan and Security Agreement dated January 10,
    2006

S-1

333-132987

4.1

May 24, 20064
.4

Registration Rights Agreement,
    dated February 14, 2007, by and among Omniture, Inc. and
    the Shareholders of Touch Clarity Limited.

8-K

000-52076

2.1

February 20, 200710
.1

Form of Indemnification Agreement
    entered into by and between the Registrant and its Directors and
    Officers

S-1

333-132987

4.1

May 24, 200610
.2A*

1999 Equity Incentive Plan of the
    Registrant, as amended

S-1

333-132987

10.2A

April 4, 200610
.2B*

Forms of Stock Option Agreement
    under the 1999 Equity Incentive Plan

S-1

333-132987

10.2B

April 4, 200610
.2C*

Form of Stock Option Agreement
    under the 1999 Equity Incentive Plan used for Named Executive
    Officers and Non-Employee Directors

S-1

333-132987

10.2C

June 9, 200610
.3A*

2006 Equity Incentive Plan of the
    Registrant









X10
.3B*

Forms of Stock Option Award
    Agreement used under the 2006 Equity Incentive Plan









X10
.4A*

2006 Employee Stock Purchase Plan
    of the Registrant

S-1

333-132987

10.4A

April 4, 200610
.4B*

Form of Subscription Agreement
    under 2006 Employee Stock Purchase Plan

S-1

333-132987

10.4B

April 4, 2006 61




---



##### Table of Contents



Incorporated by ReferenceExhibit







Exhibit



FiledNo.

Exhibit Description

Form

File No.

No.

Filing Date

Herewith10
.5

Amended and Restated Employment
    Agreement between the Registrant and Joshua G. James

S-1

333-132987

10.5

June 22, 200610
.6

Amended and Restated Employment
    Agreement between the Registrant and John R. Pestana

S-1

333-132987

10.6

June 22, 200610
.7

Offer Letter with Michael S.
    Herring, dated October 20, 2004

S-1

333-132987

10.7

April 4, 200610
.8A

Basic Lease Information and Canyon
    Park Technology Center Office Building Lease Agreement, dated as
    of May 9, 2003, between the Registrant and TCU
    Properties I, LLC

S-1

333-132987

10.8A

April 4, 200610
.8B

First Amendment to Basic Lease
    Information and Canyon Park Technology Center Office Building
    Lease Agreement, dated May 6, 2004, between the Registrant
    and TCU Properties I, LLC

S-1

333-132987

10.8B

April 4, 200610
.8C

Second Amendment to Basic Lease
    Information and Canyon Park Technology Center Office Building
    Lease Agreement, dated December 8, 2004, between the
    Registrant and TCU Properties I, LLC

S-1

333-132987

10.8C

April 4, 200610
.8D

Third Amendment to Basic Lease
    Information and Canyon Park Technology Center Office Building
    Lease Agreement, dated April 30, 2005, between the
    Registrant and TCU Properties I, LLC

S-1

333-132987

10.8D

April 4, 200610
.8E

Fourth Amendment to Basic Lease
    Information and Canyon Park Technology Center Office Building
    Lease Agreement, dated May 31, 2005, between the Registrant
    and TCU Properties I, LLC

S-1

333-132987

10.8D

April 4, 200610
.8F

Fifth Amendment to Basic Lease
    Information and Canyon Park Technology Center Office Building
    Lease Agreement, dated January 25, 2006, between the
    Registrant and TCU Properties I, LLC

S-1

333-132987

10.8F

April 4, 200610
.9**

Settlement and Patent License
    Agreement, dated February 28, 2006, by and between
    NetRatings, Inc. and the Registrant

S-1

333-132987

10.9

April 4, 200610
.10

NetObjects, Inc. Warrant to
    Purchase Stock dated March 26, 2002

S-1

333-132987

10.10

April 4, 200610
.11*

Change of Control Agreement
    between the Registrant and Joshua G. James

S-1

333-132987

10.12

June 22, 2006 62




---



##### Table of Contents



Incorporated by ReferenceExhibit







Exhibit



FiledNo.

Exhibit Description

Form

File No.

No.

Filing Date

Herewith10
.12*

Change of Control Agreement
    between the Registrant and John R. Pestana

S-1

333-132987

10.13

June 22, 200610
.13*

Form of Change of Control
    Agreement entered into between Registrant and each of Brett M.
    Error and Christopher C. Harrington

S-1

333-132987

10.14

June 22, 200610
.14*

Change of Control Agreement
    between the Registrant and Michael S. Herring

S-1

333-132987

10.15

June 22, 200610
.15

Master Finance Lease and Lease
    Covenant Agreement, dated March 5, 2007, by and between the
    Registrant and Zions Credit Corporation

8-K

000-52076

10.1

March 7, 200710
.16

The Touch Clarity Limited
    Enterprise Management Incentives Share Option Plan 2002

S-8

333-141352

99.5

March 16, 200710
.17

Forms of Agreements under The
    Touch Clarity Limited Enterprise Management Incentives Share
    Option Plan 2002

S-8

333-141352

99.6

March 16, 200710
.18

Touch Clarity 2006 U.S. Stock
    Plan

S-8

333-141352

99.7

March 16, 200710
.19

Form of Stock Option Agreement
    under Touch Clarity Limited 2006 U.S. Stock Plan

S-8

333-141352

99.8

March 16, 200721
.1

List of Subsidiaries of the
    Registrant









X23
.1

Consent of Ernst & Young
    LLP, Independent Registered Accounting Firm









X31
.1

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









X31
.2

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









X32
.1

Section 1350 Certifications
    of Chief Executive Officer and Chief Financial Officer









X     *
    
    Indicates a management contract or compensatory plan, contract
    or arrangement in which any director or named executive officer
    of the Registrant participates.**
    
    The Securities and Exchange Commission has granted confidential
    treatment with respect to portions of this exhibit. A complete
    copy of this exhibit has been filed separately with the
    Commission. 63




---



##### Table of Contents



SIGNATURES    Omniture,
    Inc.
   By:
    /s/  Joshua
    G. James         Name and Signature

Title

Date/s/  Joshua
    G. JamesJoshua
    G. James

President and Chief Executive
    Officer and Director (Principal Executive Officer)

March 23, 2007/s/  Michael
    S. HerringMichael
    S. Herring

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

March 23, 2007/s/  D.
    Fraser
    BullockD.
    Fraser Bullock

Director

March 23, 2007/s/  Gregory
    S.
    ButterfieldGregory
    S. Butterfield

Director

March 23, 2007/s/  Dana
    L. EvanDana
    L. Evan

Director

March 23, 2007/s/  Mark
    P.
    GorenbergMark
    P. Gorenberg

Director

March 23, 2007/s/  Rory
    T.
    ODriscollRory
    T. ODriscoll

Director

March 23, 2007/s/  John
    R. PestanaJohn
    R. Pestana

Director

March 23, 2007  64




---



##### Table of Contents



INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Report of Independent Registered
    Public Accounting Firm


F-2Consolidated Balance Sheets


F-3Consolidated Statements of
    Operations


F-4Consolidated Statements of
    Convertible Preferred Stock and Stockholders (Deficit)
    Equity


F-5Consolidated Statements of Cash
    Flows


F-6Notes to Consolidated Financial
    Statements


F-7  F-1




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
           Share-Based
    Payment.
  /s/  Ernst &
    Young LLP
    F-2




---



##### Table of Contents



OMNITURE,
    INC.
  Consolidated
    Balance Sheets
 (in
    thousands, except share and per share data)
  December 31,2005


2006Assets:Current assets:Cash and cash equivalents

$
22,196


$
68,287Accounts receivable, net of
    allowances of $962 and $2,039 at December 31, 2005 and
    2006, respectively


12,325



24,126Prepaid expenses and other current
    assets


720



1,571Total current assets


35,241



93,984Property and equipment, net


27,517



31,128Intangible assets, net


10,150



9,796Other assets


143



302Total assets

$
73,051


$
135,210Liabilities, Convertible
    Preferred Stock and 
    Stockholders (Deficit) Equity:Current liabilities:Accounts payable

$
4,081


$
2,586Accrued liabilities


13,993



11,435Current portion of deferred
    revenues


12,855



21,885Current portion of notes payable


3,035



5,997Current portion of capital lease
    obligations


86



53Total current liabilities


34,050



41,956Deferred revenues, less current
    portion


396



2,170Notes payable, less current portion


2,794



4,117Capital lease obligations, less
    current portion


77



24Other liabilities


4,118



518Commitments and contingenciesConvertible preferred stock,
    $0.001 par value; 32,418,493 and 0 shares authorized
    at December 31, 2005 and 2006, respectively (aggregate
    liquidation preference of $57,355 and $0 at December 31,
    2005 and 2006, respectively)


61,882



Stockholders (deficit)
    equity:Common stock, $0.001 par
    value; 62,500,000 and 250,000,000 shares authorized at
    December 31, 2005 and 2006, respectively, 13,918,885 and
    47,385,901 shares issued and outstanding at
    December 31, 2005 and 2006, respectively


14



47Additional paid-in capital


4,104



127,380Deferred stock-based compensation


(3,270
)


(2,172
)Accumulated other comprehensive
    income






9Accumulated deficit


(31,114
)


(38,839
)Total stockholders (deficit)
    equity


(30,266
)


86,425Total liabilities, convertible
    preferred stock and stockholders (deficit) equity

$
73,051


$
135,210   See accompanying notes to the consolidated financial
    statements.
 F-3




---



##### Table of Contents



OMNITURE,
    INC.
  Consolidated
    Statements of Operations
 (in
    thousands, except per share data)
  Year Ended December 31,2004


2005


2006Revenues:Subscription

$
19,444


$
41,066


$
74,580Professional services and other


1,122



1,738



5,169Total revenues


20,566



42,804



79,749Cost of revenues:Subscription


7,993



18,496



28,827Professional services and other


739



1,963



2,999Total cost of revenues


8,732



20,459



31,826Gross profit


11,834



22,345



47,923Operating expenses:Sales and marketing


8,906



24,259



35,227Research and development


2,030



6,647



8,732General and administrative


3,230



6,220



12,107Litigation settlement






2,604



Total operating expenses


14,166



39,730



56,066Loss from operations


(2,332
)


(17,385
)


(8,143
)Interest income


64



599



2,117Interest expense


(392
)


(574
)


(1,285
)Other income (expense)


1,342



(66
)


(219
)Loss before provision for income
    taxes


(1,318
)


(17,426
)


(7,530
)Provision for income taxes






15



195Net loss

$
(1,318
)

$
(17,441
)

$
(7,725
)Net loss per share, basic and
    diluted

$
(0.10
)

$
(1.27
)

$
(0.25
)Weighted-average number of shares,
    basic and diluted


13,094



13,694



30,332   See accompanying notes to the consolidated financial
    statements.
 F-4




---



##### Table of Contents



OMNITURE,
    INC.
  Consolidated
    Statements of Convertible Preferred Stock and Stockholders
    (Deficit) Equity
 (in
    thousands, except share data)
  Stockholders (Deficit) EquityAccumulated








TotalAdditional


Deferred


Other





Total


StockholdersConvertible Preferred Stock



Common Stock


Paid-In


Stock-Based


Comprehensive


Accumulated


Comprehensive


(Deficit)Shares


Amount



Shares


Amount


Capital


Compensation


Income


Deficit


Loss


EquityBalance at January 1, 2004


9,972,930


$
10,108




12,379,813


$
12


$
138


$



$



$
(12,355
)

$
(12,355
)

$
(12,205
)Exercise of stock options











932,208



1



109



















110Repurchase of convertible preferred
    stock


(4,091,765
)


(3,275
)































Issuance of Series B
    convertible preferred stock, net of issuance costs of $201


6,973,145



13,149
































Conversion of convertible note
    payable into
    Series B-1
    convertible preferred stock


1,078,452



1,000
































Repurchase of
    Series A-3
    convertible preferred stock warrants






(12
)































Issuance of
    Series B-2
    convertible preferred stock warrants in conjunction with
    co-marketing and reseller agreement






1,800
































Net loss































(1,318
)


(1,318
)


(1,318
)Balance at December 31, 2004


13,932,762



22,770




13,312,021



13



247











(13,673
)


(13,673
)


(13,413
)Deferred compensation related to
    issuance of stock options net of forfeitures



















3,780



(3,780
)














Amortization of deferred
    stock-based compensation























510















510Exercise of stock options











419,364



1



55



















56Vesting of common shares subject to
    repurchase











187,500







22



















22Issuance of
    Series C-1
    convertible preferred stock, net of issuance costs of $248


7,740,834



39,752
































Revaluation and cancellation of
    convertible preferred stock warrants (166,708 shares)






(640
)































Net loss































(17,441
)


(17,441
)


(17,441
)Balance at December 31, 2005


21,673,596



61,882




13,918,885



14



4,104



(3,270
)






(31,114
)


(31,114
)


(30,266
)Amortization of deferred
    stock-based compensation, net of forfeitures



















(114
)


1,098















984Exercise of stock options











982,006



1



132



















133Vesting of common shares subject to
    repurchase











363,373







44



















44Stock-based compensation



















1,948



















1,948Accelerated vesting of employee
    stock options



















224



















224Issuance of common stock in
    exchange for services











250







2



















2Revaluation and cancellation of
    convertible preferred stock warrants (134,939 shares)






(44
)































Exercise of
    Series B-2
    convertible preferred stock warrants


142,791




































Issuance of common stock, net of
    issuance costs











10,305,000



10



59,224



















59,234Conversion of convertible preferred
    stock into common


(21,816,387
)


(61,838
)



21,816,387



22



61,816



















61,838Foreign currency translation
    adjustment



























9







9



9Comprehensive loss:Net loss































(7,725
)


(7,725
)


(7,725
)Comprehensive loss



































(7,716
)


Balance at December 31, 2006





$





47,385,901


$
47


$
127,380


$
(2,172
)

$
9


$
(38,839
)

$
(38,830
)

$
86,425   See accompanying notes to the consolidated financial
    statements.
 F-5




---



##### Table of Contents



OMNITURE,
    INC.
  Consolidated
    Statements of Cash Flows
 (in
    thousands, except share data)
  Year Ended December 31,2004


2005


2006Cash flows from operating
    activities:Net loss

$
(1,318
)

$
(17,441
)

$
(7,725
)Adjustments to reconcile net loss
    to net cash provided by (used in)operating activities:Depreciation and amortization


1,862



6,377



13,032Stock-based compensation






510



3,158Loss on disposal of property and
    equipment






5



Patent license and litigation
    settlement costs






4,514



Net changes in operating assets
    and liabilities:Accounts receivable, net


(3,692
)


(6,444
)


(11,801
)Prepaid expenses and other assets


(475
)


60



(1,010
)Accounts payable


3,115



(101
)


(1,495
)Accrued and other liabilities


1,387



2,047



(1,228
)Deferred revenues


4,278



5,684



10,804Deferred gain on extinguishment of
    debt


(1,191
)






Net cash provided by (used in)
    operating activities


3,966



(4,789
)


3,735Cash flows from investing
    activities:Purchases of property and equipment


(14,266
)


(18,852
)


(14,934
)Purchases of intangible assets


(572
)






(6,380
)Net cash used in investing
    activities


(14,838
)


(18,852
)


(21,314
)Cash flows from financing
    activities:Proceeds from exercise of stock
    options


110



194



237Proceeds from issuance of
    convertible preferred stock, net of issuance costs


13,149



39,752



Repurchase of convertible
    preferred stock


(3,275
)






Repurchase of
    Series A-3
    convertible preferred stock warrants


(12
)






Proceeds from issuance of common
    stock, net of issuance costs










59,234Proceeds from issuance of notes
    payable


9,104



500



9,608Principal payments on notes
    payable and capital lease obligations


(1,464
)


(3,536
)


(5,409
)Net cash provided by financing
    activities


17,612



36,910



63,670Net increase in cash and cash
    equivalents


6,740



13,269



46,091Cash and cash equivalents at
    beginning of period


2,187



8,927



22,196Cash and cash equivalents at end
    of period

$
8,927


$
22,196


$
68,287Supplemental disclosure of
    noncash investing and
    financing activities:Conversion of convertible
    preferred stock into common

$



$



$
61,838Assets acquired under capital
    leases


158







Issuance of
    Series B-2
    convertible preferred stock warrants in conjunction with
    co-marketing and reseller agreement


1,800







Revaluation and cancellation of
    convertible preferred stock warrants (166,708 and
    134,939 shares in the years ended December 31, 2005
    and 2006, respectively)






640



44Conversion of convertible note
    payable into
    Series B-1
    convertible preferred stock


1,000







Vesting of common shares subject
    to repurchase






22



44Acquisition of patent licenses






8,800



   See accompanying notes to the consolidated financial
    statements.
 F-6




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial Statements
  1.
    Description
    of Business and Basis of Presentation  Description
    of Business
    Principles
    of Consolidation
    Reverse
    Stock Split
  1-for-2
  Segments
    Use of
    Estimates
    Initial
    Public Offering
    Comprehensive
    Loss
    Recent
    Accounting Pronouncements
  Accounting for Uncertainty in Income Taxes  an
    Interpretation of FASB Statement No. 109, Accounting for
    Income Taxes
 F-7




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Fair
    Value Measurements.
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities
  Concentrations
    of Credit Risk and Significant Customers
        Year Ended December 31,2004


2005


2006Revenues from customers within the
    United States

$
18,761


$
38,108


$
66,468Revenues from customers outside
    the United States


1,805



4,696



13,281Total revenues

$
20,566


$
42,804


$
79,749Revenues from customers outside
    the United States as a percentage of total revenues


9
%


11
%


17
%  F-8




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Service
    Provider Concentration
    Cash
    and Cash Equivalents
    Allowances
    for Accounts Receivable
    account-by-account
    Year Ended December 31,Sales allowance:

2004


2005


2006Balance at beginning of period

$



$
261


$
835Provision


353



2,412



3,671Write-offs


(92
)


(1,838
)


(3,201
)Balance at end of period

$
261


$
835


$
1,305   Year Ended December 31,Bad debt allowance:

2004


2005


2006Balance at beginning of period

$
18


$
66


$
127Provision


59



77



650Write-offs


(11
)


(16
)


(43
)Balance at end of period

$
66


$
127


$
734   Foreign
    Currency
   F-9




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
     Accounting for
    Derivative Instruments and Hedging Activities.
  Fair
    Value of Financial Instruments
    Property
    and Equipment
    Computers, equipment and software

2 to 4 yearsFurniture and fixtures

5 to 7 yearsLeasehold improvements

Shorter of the estimated useful
    life or the lease term   Impairment
    of Long-Lived Assets
  Accounting for the Impairment or Disposal of Long-Lived
    Assets.
  Software
    Development Costs
  No. 00-2, Accounting for Web Site Development Costs, No. 00-3, Application of AICPA Statement of Position
    97-2 to
    Arrangements That Include the Right to Use Software Stored on
    Another Entitys Hardware. No. 00-2 No. 00-3 98-1, Accounting for the Cost of Computer Software Developed or
    Obtained for Internal Use, SOP 98-1
 F-10




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Stock-based
    Compensation
  Accounting for Stock
    Issued to Employees Accounting for Stock-Based Compensation.
  Share-Based Payment
    No. 96-18, Accounting for Equity Instruments That Are Issued to Other
    Than Employees for Acquiring, or in Conjunction with Selling,
    Goods or Services
  Net
    Loss Per Share
    Year Ended December 31,Numerator:

2004


2005


2006Net loss

$
(1,318
)

$
(17,441
)

$
(7,725
)Denominator:Weighted-average common shares
    outstanding


13,094



14,362



31,134Weighted-average common shares
    outstanding subject to repurchase






(668
)


(802
)Denominator for net loss per
    share, basic and diluted


13,094



13,694



30,332  F-11




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Year Ended December 31,2004


2005


2006Common shares outstanding subject
    to repurchase






668



784Employee stock options


2,485



5,178



5,110Warrants






418



374Convertible preferred stock


12,740



18,152



11,016Convertible note payable


328







   Income
    Taxes
  Accounting
    for Income Taxes.
  Revenue
    Recognition
  Revenue Recognition No. 00-21, Revenue Arrangements with Multiple
    Deliverables.
  
    there is persuasive evidence of an arrangement;
    the service has been provided to the customer;
    the collection of the fees is reasonably assured; and
    the amount of fees to be paid by the customer is fixed or
    determinable.  set-up
     F-12




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Deferred
    Revenues
    Commissions
    Leases
  Accounting for Leases.
  Advertising
    2.
    Property
    and Equipment    December 31,2005


2006Computers, equipment and software

$
35,519


$
49,672Furniture and fixtures


483



816Leasehold improvements


1,204



1,35937,206



51,847Less: Accumulated depreciation and
    amortization


(9,689
)


(20,719
)$
27,517


$
31,128    F-13




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   3.
    Balance
    Sheet Accounts  Intangible
    Assets
    December 31,2005


2006Gross Carrying


Accumulated


Gross Carrying


AccumulatedAmount


Amortization


Amount


AmortizationPatent licenses

$
8,800


$



$
10,199


$
1,356Other


1,821



471



1,777



824$
10,621


$
471


$
11,976


$
2,180     Series B-2 Series B-2 Series B-2
   F-14




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Year Ending December 31,2007

$
1,7962008


1,7862009


1,7592010


1,4632011


1,449Thereafter


1,543$
9,796   Accrued
    and Other Liabilities
    December 31,2005


2006Patent license and settlement costs

$
9,495


$
3,831Accrued bonuses and commissions


1,932



3,311Other accrued liabilities


2,566



4,293$
13,993


$
11,435     December 31,2005


2006Patent license and settlement costs

$
3,819


$
Other liabilities


299



518$
4,118


$
518  F-15




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  4.
    Notes Payable    Interest

Final Maturity


December 31,Rate

Date


2005


2006Draw on equipment line of credit

5.00%


Aug. 2007


$
2,349


$
940Draw on equipment line of credit

5.06


Oct. 2007



1,654



752Draw on equipment line of credit

4.81


Oct. 2007



1,326



603Draw on revolving line of credit

variable rate


Dec. 2007



500



500Draw on second equipment facility

7.55


Jan. 2009







1,389Draw on second equipment facility

7.77


Feb. 2009







794Draw on second equipment facility

8.03


Mar. 2009







1,500Draw on second equipment facility

8.38


April 2009







1,684Draw on second equipment facility

8.79


June 2009







1,9525,829



10,114Less: current portion








(3,035
)


(5,997
)Notes payable, excluding current
    portion







$
2,794


$
4,117     12-month 36-month
    36-month
 F-16




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
     Year Ending December 31,2007

$
5,9972008


3,2032009


914$
10,114   5.
    Income
    Taxes    Year Ended December 31,2004


2005


2006Domestic

$
(1,321
)

$
(17,505
)

$
(7,740
)Foreign


3



79



210$
(1,318
)

$
(17,426
)

$
(7,530
)     Year Ended December 31,Current Taxes:

2004


2005


2006Federal

$



$



$
State










118Foreign






15



77$



$
15


$
195     Year Ended December 31,2004


2005


2006Tax benefit at U.S. statutory rates

$
(448
)

$
(5,925
)

$
(2,559
)State benefit, net of federal tax
    effect


(66
)


(583
)


(248
)Meals and entertainment


50



61



134Stock-based compensation










1,134Tax credits


(127
)


(413
)


(533
)Change in valuation allowance


591



6,875



2,267Provision for income taxes

$



$
15


$
195  F-17




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    December 31,Deferred tax assets:

2005


2006Accruals and allowances

$
2,713


$
1,653Stock-based compensation


190



350Deferred revenues


148



810Tax credits


1,152



1,684Net operating losses


10,127



11,716Total deferred tax assets


14,330



16,213Valuation allowance


(12,486
)


(14,753
)Net deferred tax assets


1,844



1,460Deferred tax liabilities:Depreciation and amortization


(1,844
)


(1,460
)Deferred tax assets, net

$



$
           6.
    Preferred
    Stock   F-18




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   7.
    Convertible
    Preferred Stock and Stockholders (Deficit)
    Equity  Convertible
    Preferred Stock
  Series A-1, A-2, A-3, A-4, A-4.1, A-5,
  Series C-1
  Series B-1
  Series A-1, A-2 A-3 Series A-4
  three-for-one Series A-1, A-2, A-3 A-4 one-for-one three-to-one
  Stock
    Options
       F-19




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      
    5% of the outstanding shares of the Companys common stock
    on the last day of the preceding year; and
    30,000,000 shares.      
    1% of the outstanding shares of the Companys common stock
    on the first day of the year;
    12,000,000 shares; and
    such other amount as may be determined by the Companys
    Board of Directors or a committee thereof.  Share-Based
    Payment.
   F-20




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
     Expected volatility

62%-64%Expected term (in years)

5.8-7.0Risk-free interest rate

4.5%-5.1%Expected dividends

     Weighted-AverageNumber of Shares


Weighted-Average


Remaining


AggregateSubject to


Exercise Price Per


Contractual Term


IntrinsicOutstanding Options


Share


(in Years)


Value(2)(in thousands)Outstanding at January 1, 2006


6,728,518


$
0.91Granted


3,621,286



10.09Exercised


(1,529,203
)


0.18Canceled


(191,806
)


4.17Outstanding at December 31,
    2006


8,628,795



4.82



7.6


$
79,871Vested and expected to vest at
    December 31,
    2006(1)


3,161,303



10.05



9.6


$
12,725Exercisable at December 31,
    2006


2,569,899



0.88



7.6


$
33,930     (1)
    
    Includes only options granted beginning January 1, 2006
    that are subject to the provisions of SFAS No. 123R.(2)
    
    The aggregate intrinsic value is calculated as the difference
    between the exercise price of the underlying stock option awards
    and the closing market price of the Companys common stock
    at December 31, 2006.          Deferred
    Stock-based Compensation
   F-21




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Year Ended December 31,2004


2005


2006Cost of subscription revenues

$



$
41


$
203Cost of professional services and
    other revenues






6



54Sales and marketing






156



993Research and development






243



563General and administrative






64



1,345$



$
510


$
3,158   Warrants
    Number of Warrants


Exercise Price


Expiration Date245,495


$
0.40



2/26/201242,000


$
0.11



6/26/2008287,495        F-22




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Series B-2 No. 96-18, Series B-2 Series B-2 Series B-2
  Series A-3
  Shares
    Reserved for Future Issuance
    Stock options outstanding


8,762,128Stock options available for future
    grants


1,052,708Warrants to purchase common stock


287,495Warrants to purchase convertible
    preferred stock


Convertible preferred stock


10,102,331   8.
    Commitments
    and Contingencies  Litigation
    Settlement
     F-23




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Leases
      Capital


OperatingYear Ending December 31,

Leases


Leases2007

$
64


$
1,7942008


26



1,6952009






1,6982010






1,7472011






443Thereafter






Total minimum lease payments


90


$
7,377Less: imputed interest


(13
)Present value of minimum lease
    payments


77Less: current portion


(53
)Capital lease obligations, less
    current portion

$
24       Indemnification
   F-24




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Warranties
        Other
    Legal Matters
    9.
    Retirement
    Plan    10.
    Subsequent
    Events  Acquisition
    of Instadia A/S
     F-25




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Acquisition
    of Touch Clarity Limited
        Equipment
    Master Lease Agreements
  Accounting for
    Leases.
 F-26




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  11.
    Quarterly
    Results of Operations (Unaudited)    Quarter EndedMar. 31,


June 30,


Sept. 30,


Dec. 31,


Mar. 31,


June 30,


Sept. 30,


Dec. 31,2005


2005


2005


2005


2006


2006


2006


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

$
8,040


$
9,503


$
11,514


$
13,747


$
16,436


$
18,824


$
21,028


$
23,461Gross profit


4,321



5,392



6,528



6,104
(1)


9,658



11,263



12,529



14,473Net loss


(2,706
)


(3,714
)


(3,820
)


(7,201
)(1)


(3,406
)


(2,283
)


(1,273
)


(763
)Net loss per share, basic and
    diluted

$
(0.20
)

$
(0.27
)

$
(0.28
)

$
(0.52
)(1)

$
(0.24
)

$
(0.16
)

$
(0.03
)

$
(0.02
)Weighted-average number of shares,
    basic and diluted


13,377



13,712



13,797



13,892



13,968



14,168



45,850
(2)


47,340     (1)
    
    The Company recognized $4,514,000 in the fourth quarter of 2005
    resulting from the settlement and patent license agreement with
    NetRatings, of which $2,604,000 was included in litigation
    settlement and $1,910,000 was included in cost of subscription
    revenues in the accompanying consolidated statements of
    operations.(2)
    
    The weighted-average number of shares increased in the third
    quarter of 2006, primarily due to the Companys IPO in July
    2006, in which the Company issued 10,305,000 shares of
    common stock. In addition, upon the initial closing of the IPO,
    all shares of convertible preferred stock outstanding
    automatically converted into 21,816,387 shares of common
    stock. F-27




---



##### Table of Contents



INDEX TO
    EXHIBITS
  Incorporated by ReferenceExhibit No.

Exhibit Description

Form

File No.

Exhibit No.

Filing Date

Filed Herewith2
.1

Share Purchase Agreement, dated
    February 14, 2007, by and among Omniture, Inc., the
    Shareholders of Touch Clarity Limited, Paul Phillips, Helen
    Protopapas and Tim Brown, as the Warrantors, and Alta Berkeley
    LLP and Yehoshua Ennis collectively as the Shareholder
    Representative

8-K

000-52076

2.1

February 20, 20073
.1

Amended and Restated Certificate
    of Incorporation of the Registrant currently in effect

10-Q

000-52076

3.1

August 11, 20063
.2

Amended and Restated Bylaws of the
    Registrant currently in effect

10-Q

000-52076

3.2

August 11, 20064
.1

Specimen Common Stock Certificate
    of the Registrant

S-1

333-132987

4.1

June 22, 20064
.2

Amended and Restated Registration
    Rights Agreement, dated as of April 26, 2006, between the
    Registrant and Certain Holders of the Registrants Common
    Stock Named therein

S-1

333-132987

4.1

June 9, 20064
.3

Silicon Valley Bank Second Amended
    and Restated Loan and Security Agreement dated January 10,
    2006

S-1

333-132987

4.1

May 24, 20064
.4

Registration Rights Agreement,
    dated February 14, 2007, by and among Omniture, Inc. and
    the Shareholders of Touch Clarity Limited

8-K

000-52076

2.1

February 20, 200710
.1

Form of Indemnification Agreement
    entered into by and between the Registrant and its Directors and
    Officers

S-1

333-132987

4.1

May 24, 200610
.2A*

1999 Equity Incentive Plan of the
    Registrant, as amended

S-1

333-132987

10.2A

April 4, 200610
.2B*

Forms of Stock Option Agreement
    under the 1999 Equity Incentive Plan

S-1

333-132987

10.2B

April 4, 200610
.2C*

Form of Stock Option Agreement
    under the 1999 Equity Incentive Plan used for Named Executive
    Officers and Non-Employee Directors

S-1

333-132987

10.2C

June 9, 200610
.3A*

2006 Equity Incentive Plan of the
    Registrant









X10
.3B*

Forms of Stock Option Award
    Agreement used under the 2006 Equity Incentive Plan









X




---



##### Table of Contents



Incorporated by ReferenceExhibit No.

Exhibit Description

Form

File No.

Exhibit No.

Filing Date

Filed Herewith10
.4A*

2006 Employee Stock Purchase Plan
    of the Registrant

S-1

333-132987

10.4A

April 4, 200610
.4B*

Form of Subscription Agreement
    under 2006 Employee Stock Purchase Plan

S-1

333-132987

10.4B

April 4, 200610
.5

Amended and Restated Employment
    Agreement between the Registrant and Joshua G. James

S-1

333-132987

10.5

June 22, 200610
.6

Amended and Restated Employment
    Agreement between the Registrant and John R. Pestana

S-1

333-132987

10.6

June 22, 200610
.7

Offer Letter with Michael S.
    Herring, dated October 20, 2004

S-1

333-132987

10.7

April 4, 200610
.8A

Basic Lease Information and Canyon
    Park Technology Center Office Building Lease Agreement, dated as
    of May 9, 2003, between the Registrant and TCU
    Properties I, LLC

S-1

333-132987

10.8A

April 4, 200610
.8B

First Amendment to Basic Lease
    Information and Canyon Park Technology Center Office Building
    Lease Agreement, dated May 6, 2004, between the Registrant
    and TCU Properties I, LLC

S-1

333-132987

10.8B

April 4, 200610
.8C

Second Amendment to Basic Lease
    Information and Canyon Park Technology Center Office Building
    Lease Agreement, dated December 8, 2004, between the
    Registrant and TCU Properties I, LLC

S-1

333-132987

10.8C

April 4, 200610
.8D

Third Amendment to Basic Lease
    Information and Canyon Park Technology Center Office Building
    Lease Agreement, dated April 30, 2005, between the
    Registrant and TCU Properties I, LLC

S-1

333-132987

10.8D

April 4, 200610
.8E

Fourth Amendment to Basic Lease
    Information and Canyon Park Technology Center Office Building
    Lease Agreement, dated May 31, 2005, between the Registrant
    and TCU Properties I, LLC

S-1

333-132987

10.8D

April 4, 2006




---



##### Table of Contents



Incorporated by ReferenceExhibit No.

Exhibit Description

Form

File No.

Exhibit No.

Filing Date

Filed Herewith10
.8F

Fifth Amendment to Basic Lease
    Information and Canyon Park Technology Center Office Building
    Lease Agreement, dated January 25, 2006, between the
    Registrant and TCU Properties I, LLC

S-1

333-132987

10.8F

April 4, 200610
.9**

Settlement and Patent License
    Agreement, dated February 28, 2006, by and between
    NetRatings, Inc. and the Registrant

S-1

333-132987

10.9

April 4, 200610
.10

NetObjects, Inc. Warrant to
    Purchase Stock dated March 26, 2002

S-1

333-132987

10.10

April 4, 200610
.11*

Change of Control Agreement
    between the Registrant and Joshua G. James

S-1

333-132987

10.12

June 22, 200610
.12*

Change of Control Agreement
    between the Registrant and John R. Pestana

S-1

333-132987

10.13

June 22, 200610
.13*

Form of Change of Control
    Agreement entered into between Registrant and each of Brett M.
    Error and Christopher C. Harrington

S-1

333-132987

10.14

June 22, 200610
.14*

Change of Control Agreement
    between the Registrant and Michael S. Herring

S-1

333-132987

10.15

June 22, 200610
.15

Master Finance Lease and Lease
    Covenant Agreement, dated March 5, 2007, by and between the
    Registrant and Zions Credit Corporation

8-K

000-52076

10.1

March 7, 200710
.16

The Touch Clarity Limited
    Enterprise Management Incentives Share Option Plan 2002

S-8

333-141352

99.5

March 16, 200710
.17

Forms of Agreements under The
    Touch Clarity Limited Enterprise Management Incentives Share
    Option Plan 2002

S-8

333-141352

99.6

March 16, 200710
.18

Touch Clarity 2006 U.S. Stock
    Plan

S-8

333-141352

99.7

March 16, 200710
.19

Form of Stock Option Agreement
    under Touch Clarity Limited 2006 U.S. Stock Plan

S-8

333-141352

99.8

March 16, 200721
.1

List of Subsidiaries of the
    Registrant









X23
.1

Consent of Ernst & Young
    LLP, Independent Registered Accounting Firm









X




---



##### Table of Contents



Incorporated by ReferenceExhibit No.

Exhibit Description

Form

File No.

Exhibit No.

Filing Date

Filed Herewith31
.1

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









X31
.2

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









X32
.1

Section 1350 Certifications
    of Chief Executive Officer and Chief Financial Officer









X     *
    
    Indicates a management contract or compensatory plan, contract
    or arrangement in which any director or named executive officer
    of the Registrant participates.**
    
    The Securities and Exchange Commission has granted confidential
    treatment with respect to portions of this exhibit. A complete
    copy of this exhibit has been filed separately with the
    Commission.