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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, 2008ORo

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
    incorporation or organization)

(I.R.S. Employer
    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 Each Exchange on Which RegisteredCommon Stock, $0.001 par value

The Nasdaq Stock Market LLC
    (Nasdaq Global Select Market)   Securities registered pursuant to Section 12(b) of the
    Act:
 None
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller reporting
    Company o (Do not check if a smaller
    reporting company)
  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, 2008
    TABLE OF CONTENTS
   
 PART IItem 1.


Business


4Item 1A.


Risk Factors


31Item 1B.


Unresolved Staff Comments


51Item 2.


Properties


51Item 3.


Legal Proceedings


52Item 4.


Submission of Matters to a Vote of Security
    Holders


52PART IIItem 5.


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


52Item 6.


Selected Financial Data


55Item 7.


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


56Item 7A.


Quantitative and Qualitative Disclosure About
    Market Risk


77Item 8.


Financial Statements and Supplementary Data


78Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


78Item 9A.


Controls and Procedures


78Item 9B.


Other Information


81PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


81Item 11.


Executive Compensation


81Item 12.


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


81Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


81Item 14.


Principal Accounting Fees and Services


81PART IVItem 15.


Exhibits, Financial Statement Schedules


81Signatures


86   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
    impact of quarterly fluctuations of revenue and operating
    results; the acceptance of our pricing model; our business plan
    and growth management; operating expenses including research and
    development expenses, general and administrative 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;
    expansion of product and service offerings, including the
    development of new and improved services; scalability,
    reliability, efficiency 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
    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 strategic partners, technology integration, channel
    partners, resellers and key customers; our ability to compete
    effectively in the market and the competitive factors that
    impact 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 and credit line; 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;
    adequacy of our capital resources to fund operations and growth;
    customer costs of ownership; expenditures related to equipment
    operating leases; the current economic downtown and uncertainty
    in the financial markets in the U.S. and internationally; and
    ability to liquidate auction rate securities without loss.
  You can identify these and other forward-looking statements
    by the use of the words such as may,
    will, could, would,
    should, expects, plans,
    anticipates, estimates,
    intends, potential,
    projected, continue, or the negative of
    such terms, or other comparable terminology. Forward-looking
    statements also include the assumptions underlying or relating
    to any of the foregoing statements.
  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 and assume no obligation to 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 the SEC.
  Omniture SiteCatalyst, Omniture DataWarehouse, Omniture
    Discover, Omniture Discover OnPremise, Omniture Genesis,
    Omniture SearchCenter, Omniture Test&Target, Omniture
    Test&Target 1:1, Omniture SiteSearch, Omniture
    Merchandising, Omniture Publish and Omniture SiteCatalyst HBX
    are among the trademarks or registered trademarks owned by or
    licensed to Omniture, Inc.
 3




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##### Table of Contents



PART I  ITEM 1.
    Business  Overview
        Recent
    Acquisitions
     4




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




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e-mail,
    Disaggregated View of Customer Information.
  Limited Scalability.
  Limited Integration with Enterprise
    Systems. e-mail
  Slow Implementation and Adoption.
 6




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Our
    Online Marketing Suite
      
    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 and 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, reports on their mobile devices, and custom
    data feeds. Our customers can configure the interface to our
    services to segment access 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 7




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application availability and flexible real-time reporting. In
    2008, we captured data from approximately 3.7 trillion
    transactions, and we currently manage over 3.25 petabytes of
    data for our customers. 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. To support the operations of
    multi-national customers, Omniture SiteCatalyst, Omniture
    SearchCenter, Omniture Discover and Omniture Genesis services
    are available in Chinese, French, German, Japanese, Korean and
    Spanish, support over one hundred global currencies and provide
    automated conversion among these currencies based on current
    exchange rates.  
    Integration Partnerships.  We have designed our
    platform and our suite to integrate with leading online
    marketing applications. Through Omniture Genesis, we are able to
    integrate our platform with third party applications via a
    standards based architecture. We have over 200 application and
    platform partners in our Omniture Genesis network that span over
    30 technology categories, including: advertising networks, chat,
    content management, client relationship management/sales force
    automation, or CRM/SFA, display advertising, ecommerce platform,
    e-mail
    marketing, marketing automation, performance management, ratings
    and reviews, rich media/video, search marketing, site auditing,
    site search/information access, social media and survey/user
    experience. By enabling our customers to integrate third-party
    Internet, online marketing and enterprise applications with the
    Omniture suite, we allow them to link previously disparate
    technologies and data sources.
    Independent, Unaffiliated Service
    Provider.  Our platform consolidates information
    across multiple online and offline channels, enabling our
    customers to achieve a more unified view of user behavior and
    measure their multi-channel marketing initiatives more
    effectively. 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, unbiased 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 primarily through an
    on-demand, hosted model. Our on-demand model enables our
    customers to align 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 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 services is in its
    early stages, and we intend to continue to expand our customer
    base rapidly by investing in our direct sales force, increasing
    our marketing efforts and expanding our distribution channel
    partnerships. In particular, we believe there is a growing need
    for our services in international markets, and we intend to
    continue to expand our presence aggressively in Europe, as
    illustrated by our acquisitions of Instadia A/S, or Instadia,
    Touch Clarity Limited, or Touch Clarity, Visual Sciences and
    Mercado, 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 the features and
    functionality of our platform to meet the needs of rapidly
    evolving channels such as mobile and video. This has been
    illustrated by our ongoing 8




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internal product development, our acquisitions of Touch Clarity,
    Offermatica Corporation, or Offermatica, Visual Sciences and
    Mercado and the extension of the Omniture Genesis network.  
    Broaden Our Online Business Optimization Platform
    Capabilities.  We believe our Open Business
    Analytics Platform, built around data captured by Omniture
    SiteCatalyst and other Omniture applications and stored in the
    Omniture DataWarehouse, provides a foundation for offering
    additional business optimization services to our customers. For
    example, during 2006, we released Omniture SearchCenter, which
    enables 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 version 2.0 of Omniture Discover, an advanced data
    segmentation tool, and acquired TouchClarity, now a part of
    Omniture Test&Target, which utilizes behavioral data
    collected from Omniture SiteCatalyst to automatically deliver
    relevant content and marketing offers. In December 2007, we
    acquired Offermatica, now a part of Omniture Test&Target,
    which utilizes behavioral data collected from Omniture
    SiteCatalyst to perform A/B and multivariate tests of site
    content, design and navigational elements, and to present
    marketing content based on customer segments. In January 2008,
    we acquired Visual Sciences, which, in addition to extending the
    opportunity for our platform to include Visual Sciences
    analytics customer base resulted in the addition of the
    following products to our offerings: Omniture Discover
    OnPremise, a sophisticated technology for performing deep
    analysis on offline, multi-channel data and to combine that data
    with online data captured through Omniture SiteCatalyst, and
    which also enables us to continue to expand the capabilities of
    the platform in areas such as multi-channel analytics; Omniture
    SiteSearch, an intra-site search technology that enables our
    customers to assist their site visitors in searching, finding
    and accessing content, products and information; and Omniture
    Publish, a Web content management solution. In November 2008, we
    acquired certain assets of Mercado, including what is now
    Omniture Merchandising. In addition, the platform provides
    flexibility to customize services for specific industry
    verticals, such as the retail and media industries. We expect to
    continue to make acquisitions of, or investments in,
    complementary services, technologies or businesses to address
    the need to develop new products and enhance existing products.
    We also expect to continue to explore additional opportunities
    to help our customers leverage the value of their data,
    including, segmentation and targeting.
    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 technology partners
    because they are able to leverage the information and
    capabilities of our platform to enhance their solutions and then
    offer their enhanced solutions to Omnitures customer base.
    We intend to continue establishing relationships with third
    parties in order to provide broader and more integrated
    functionality to our customers. In addition, we believe it is
    important that we promote industry best practices for
    implementing and using our products. While we have made
    significant investments to hire and train our own personnel that
    can consult with our customers, we believe there is a
    significant opportunity to continue building relationships with
    consulting agencies and systems integrators who specialize in
    providing these services. We intend to expand our work with
    these types of partners to train and certify their personnel to
    directly sell, implement, and support Omniture solutions. We
    believe this will increase adoption and satisfaction for our
    products due to an increase in trained personnel and will
    complement our direct selling efforts and extend our market
    reach. For example, we recently established a strategic partner
    relationship with WPP, one of the worlds largest
    communications services companies, and we also expect to enter
    into similar relationships with other companies.
    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 new services and
    improve existing services. Our close relationships with our
    customers and 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 all of our products, and of Omniture SearchCenter,
    Omniture Discover, Omniture Discover OnPremise and Omniture
    Genesis in particular, were in direct response to feedback from 9




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customers and the need for the advanced optimization technology
    acquired from Touch Clarity, Offermatica and Mercado was the
    driving factor in our decision to pursue those acquisitions. In
    addition, through programs such as Omniture Education and
    Omniture Consulting Services, 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.  Omniture
    Online Business Optimization Services
    Open
    Business Analytics Platform
  Omniture
    DataWarehouse
    Omniture
    Genesis
  e-mail
 10




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Technology Categories:

Partners:Advertising Network

Advertising.com, DotomiChat

InstantService, LivePersonContent Management

Clickability, SDL Tridion, VignetteCRM/SFA

RightNow Technologies, salesforce.com, Inc.Display Advertising

DoubleClick (Google), 24/7 RealMedia, EyeBlastereCommerce Platform

GSI Commerce, MarketLive, NovatorE-mail
    Marketing

CheetahMail Inc., Epsilon Interactive, ExactTarget, ResponsysMarketing Automation

Aprimo, Eloqua, vTrenz (Silverpop)Performance Management

ClickTale, Coradiant, TeaLeafRatings and Reviews

Bazaarvoice Inc., Power ReviewsRich Media/Video

Adobe, Allurent, BrightcoveSearch Marketing

Ask.com, Google, Inc., MSN, Yahoo!Site Auditing/Site Hygiene

ABC Interactive, Maxamine (Accenture), Verified AuditSite Search/Information Access

Endeca Technologies Inc., FAST Search and Transfer ASASocial Media

Collective Intellect, Lithium Technologies, Visible TechnologiesSurvey/User Experience

Foresee Results, Inc., iPerceptions, OpinionLab, Inc.     Online
    Analytics Applications
  Omniture
    SiteCatalyst
      Pre-Built Reporting and
    Analytics
    
     Collection of
    ready-to-use,
    popular reports, including Page Summary, Next
    Page Flow, Fallout/Form Abandonment, Geo-segmentation,
    Conversion Funnel, Cross Sell Custom reporting, which enables customers to measure
    any event that occurs on a customers site Bookmark and dashboard templates, pulling data from
    any number of report suites and distributing via
    e-mail Easy access to other Omniture Online Marketing Suite
    products from within SiteCatalystInnovative Work Flow
    
     Product search  find reports, features,
    and Help from anywhere in the product 11




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 Reports organized into categories for improved
    navigation and access to data Publishing lists to easily manage recipients of
    scheduled reports across thousands of report suitesVideo & Web 2.0 Optimization
    
     ActionSource method for natively tracking Flash
    applications used with the ActionScript programming language
    (Adobe Flash and Flex) Support for popular media players, including Windows
    Media Player, QuickTime, and RealPlayer Video engagement and milestone tracking built into
    reports Ability to find optimum ad placement through the
    most viewed video sectionsAdvanced Segmentation
    
     Segment data from a report suite and create a new
    suite to hold the data Geo-segmentation reports to understand the
    geographic dynamics of Web audience Ability to create real-time segmentation of all
    online data and define an unlimited number of visitor
    segmentation rulesFlexible Data Integration
    
     Data Sources Manager to integrate multi-channel or
    offline data with data collected on the Web site SOAP-based open standards Web services API for
    real-time reporting Ability to integrate Web analytics data with
    in-house reporting tools Data Extract and Excel Client options enable
    customer to export SiteCatalyst data into Excel    Omniture
    Discover
      1-Click Segmentation
    
     Define marketing segmentation criteria Create segments in real time View how segments influence the analysis as criteria
    are added to the segmentsN-Dimensional Analysis
    
     Refine analyses by correlating the relationships
    between any and all data elements, which we sometimes refer to
    as data dimensions, with any other data elementsVirtual Focus Group
    
     Understand the Web site experience of individual
    customers 12




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 Create focus group segments based on desired
    attributesAdvanced Fall-out Analysis
    
     Dynamically build online processes Analyze and refine online processes to improve
    conversionDynamic Path Flow
    
     Explore paths customers follow through the Web site
    to optimize campaign conversion, content placement and site
    navigation  Channel
    Analytics Applications
  Omniture
    Discover OnPremise and Omniture Discover OnPremise for
    Retail
  point-of-sale
    Data Collection
    
     Flexible data collection options from one or
    multiple sources including delimited, XML and ODBC formats Load integration meta-data about customers,
    products, or campaigns Collect data in real-time or batch modeExtract Transform and Load (ETL)
    
     Extend the data schema for analysis Automated system checkpoints for faster data
    reprocessing and recovery Extensive data transformation options include parse,
    append, merge, and categorizing of data for processing and
    extractionRapid Performance
    
     Parallel processing for greater performance and
    scalability Whole dataset processing on billions of
    records at a timeVisualization
    
     Visualizations include line and bar charts, tables,
    scatter plots, 2D and 3D process maps, path browsers, and
    worksheets Setup visual markers before or after any event to
    track activities and trends over time Visualize spatial data such as customer, store, ATM
    or competitor locations on interactive global mapsDimensions and Metrics
    
     Multiple pre-defined dimension types, including
    simple,
    many-to-many,
    numeric and time based Extensive built-in metrics and dimensions
    logic Searchable dimensions to find specific elementsAdvanced Segmentation and
    Filtering
    
     Create an unlimited number of real-time segments
    based on any data in the data set Filter Editor provides comprehensive logic to create
    segments and subsets of an entire dataset 13




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 Segment Export to group customers and export on a
    one-time or continuous basis to external systemsAnalytics
    
     N-dimensional analysis capabilities to automatically
    correlate and cross-tab all data Share dimensions, metrics and analysis workspaces to
    collaborate with colleagues Excel-like worksheets to build scenarios and key
    performance indicator dashboardsReporting
    
     Automated report distribution via
    e-mail or
    reporting portal High-quality reports can be printed or exported to
    other Microsoft Office products Ability to export both pre-processed and
    post-processed data to other systems, such as a data warehouse    Retail Channel Reporting,
    Dimensions and Metrics
    
     Automated report distribution via
    e-mail or
    reporting portal Retail channel specific reports and workspaces,
    including: basket analysis, geographic summary, purchase
    sequencing analysis, competitor location analysis, sales
    summary, demographic analysis, store analysis Retail channel specific dimensions and metrics,
    including: demographic data, customer profitability, purchase
    amount, number of transactions, total and average revenue, total
    and average margin, revenue per customer and store name  Visitor
    Acquisition Application
  Omniture
    SearchCenter
      Consolidated Management
    Interface
    
     View multiple accounts, campaigns, ad groups or
    keywords from a single application View top-line success metrics at every grouping level Use unified editor across all search enginesOne-click Account Management
    
     Change bids, budgets, match types and publication
    status Import existing accounts from search engines Create new accounts, edit ads and keywordsIntegrated Help &
    Community
    
     In-product access to Omniture ClientCare and live
    chat Contextual help on every page 14




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 Training videos, case studies and white papersE-mail &
    Account Alerts
    
     Track cost per acquisition increases Guard return on ad spend decreases Control budget pacingAutomated Bid Engine
    Supports
    
     Rules-based bid management Portfolio bid management Day-parting and special events (holidays)Reporting and Analytics
    
     Prebuilt and user-definable metrics and reports that
    include: return on advertising spend by keyword, conversion
    funnel demonstrating which impressions and clicks contribute to
    orders and revenue, customer loyalty displays revenue from new
    customers versus returning customers, and search engine
    detailing revenue performance by each search engine User defined conversion metrics Scheduled reports sent via
    e-mail and
    download reports to Excel, PDF, CSV, RTFContent Network Optimization
    
     Create campaigns for the Google, Yahoo! and M
    content networks from a single interface Measure cost per acquisition increases separate from
    keyword search ads Eliminate underperforming content network ads  Conversion
    Applications
  Omniture
    Test&Target
      A/B, Multivariate Testing
    
     Test content on site, in
    e-mail and
    in display ads A/B testing facilitates fast and accurate design
    selection Multivariate testing allows for testing many
    elements and variations with smaller traffic requirements and
    fewer combinations Push winner functionality converts
    winning test scenarios with a single click to standard content
    for all audience segmentsAd Testing
    
     Track ad impressions and their impact on conversion Optimize ad content and compare multiple creative
    options, adjust to serve more of the winning creative option Coordinate ad tests across multiple ad networks or
    publishers Combine ad testing with cost and revenue tracking to
    see real-time revenue for a given ad 15




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Visual Application
    Management
    
     Design tests directly on the site just as site
    visitors will experience them Immediately visualize how site visitors experience a
    test, giving real-time insight for increasing content relevance Onsite testing capabilities work without any special
    configuration or implementationEffective Targeting
    
     Target content to different groups of visitors based
    on marketer-defined segments Target audience segments based on URL, geography,
    profile and visitor behavior Maintain consistency of targeted offers from offsite
    exposure (display ads,
    e-mail)
    through to onsite activity Flexibility to market broadly to a segment of
    visitors or to define parameters for stricter targeting to a
    specific visitor setAutomated Predictive
    Learning
    
     Each site visitor and click is scored individually,
    so targeted offers can be served based on a site visitors
    unique interests Create extensible site user profiles that include
    offline data, such as product holdings, credit score, time on
    file and other non-personally identifiable information Import external customer profiles in real time for
    heightened relevanceAutomated Campaign
    Management
    
     Automatically direct site traffic in response to
    site visitor behavior, factoring in variables such as time of
    day, e-mail
    communications or product promotions Self-optimizing campaigns provide that the most
    effective targeting scenarios are shown more often, accounting
    for environmental or seasonal changes Automatically promote the best performing scenarios
    to improve conversions for specific audience segments or across
    the site  Omniture
    Recommendations
  e-mail.
    Automated Product or Content
    Recommendations
    
     Visitor data drives recommendations; no server-side
    or offline integration required Automatically learns about content
    catalog from online visits  no API or catalog
    integration required Run different recommendation types on different
    pages: for example, show top sellers on homepage and cross-sells
    on a product page 16




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Marketer-Managed Algorithms
    
     Users can choose from a variety of popularity and
    affinity algorithms to suit business needs based on viewing,
    searching and buying activity of previous visitors or shoppers Algorithms include Most Viewed,
    Top Sellers, People who bought or viewed this
    also bought that, Site affinity and Omniture
    SiteSearch based recommendations Use metrics from Omniture SiteCatalyst and Omniture
    DataWarehouse to power recommendationsIntegrated with the
    Omniture Online Marketing Suite
    
     Integrates with Omniture Test&Target to run
    sophisticated tests on recommendations and target them to
    different visitor groups Integrates with Omniture SiteSearch to run the
    Omniture SiteSearch Recommendation on search results
    pages Omniture Genesis enables integration with third
    party vendors  such as
    e-mail
    application providers to deliver recommendations via
    e-mailBuilt-in Testing and
    Reporting
    
     Test recommendations against default content or
    products to monitor conversion performance metrics Built-in reporting interface shows visits, clicks
    and purchases with conversion lift data Analyze reports to change business rules or to
    determine winning promotions  Omniture
    SiteSearch
      Analytics-driven Search
    Results
    
     Choose metrics from any Omniture SiteCatalyst report
    suite to influence search results Weight different metrics to influence results
    rankings Target ranking rules to different visitor segments Combine offline data with analytics-based metrics to
    influence search ranking business rulesGuided Search
    
     Automatically display dynamic refinement options
    based on product attributes Offer multiple refinement options for individual
    products and product categories Support for a broad range of file types, including
    HTML, Adobe PDF and Microsoft Office formatsTargeted Presentation
    
     Template editor provides matching of search results
    to a sites look and feel 17




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 Categorize result sets to support multiple types of
    structured and unstructured information  index
    knowledgebase content, forums, user-generated content and more Customizable search interface with controls for date
    ranges, word or phrase matching and entity matchingContent Spotlighting
    
     Target promotional content for specific keywords in
    the context of search results Automatically present related products or content in
    the context of search results Automatically aggregate and spotlight top-performing
    content for specific keywords Integrate third-party content into search results
    for specific keywordsKeyword Reporting
    
     Determine which search terms drive site conversion Compare Web site search behavior to browsing
    behavior to determine effective paths to conversion Generate search term reports, by phrase or word, or
    by day, week or month  Omniture
    Survey
    Omniture
    Merchandising
      Intuitive Commerce
    Merchandising Console
    
     Publish merchandising zones featuring promotional
    banners, up-sell and cross-sell offers Virtual end-caps and impulse towers on homepage,
    product pages and at checkout Deploy dynamic merchandised landing pages to improve
    search engine marketing and
    e-mail
    marketing conversionMetrics-Driven Merchandising
    
     Integrate with Omniture SiteCatalyst and other Web
    analytics for
    up-to-date
    and actionable metrics such as conversion rates Automate merchandising decisions and actions based
    on business factors, such as inventory levels, margin and
    product freshness Built-in reporting allows merchandising managers to
    automatically tune merchandising as needed 18




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Customer-Centric Shopper
    Experience
    
     Shoppers can drill down through catalogs based on a
    unique assortment of characteristics, such as brand, color,
    price, size and gender refinements More than 25 built-in and extensible
    industry-specific merchandising thesauri Product compare capability and intuitive product
    selection featuresSocial Merchandising
    
     Retailers can incorporate customer-generated product
    reviews, ratings and tags into their merchandising strategy Augment traditional merchandising with customer
    generated content Use product ratings to help shoppers refine product
    selections  Professional
    Services, Customer Service and Support
  on-site e-learning
  Omniture
    Consulting Services  Implementation
    Services
    Omniture
    Consulting Services  Business & Outsourcing
    Services
      Omniture
    Education
   19




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Omniture
    ClientCare  24x7 Global Technical
    Support
  e-mail e-mail
  International
    Support
    Technology
    and Research and Development
  Technology
         20




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Research
    and Development
       21




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Operations
      Customers
    Strategic
    Relationships
    Technology
    and Application Providers
  e-mail
  Consulting
    Providers
   22




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Channel
    Distribution Partners
  e-commerce,
  Sales and
    Marketing
    Direct
    Sales
    Channel
    Sales
  e-commerce,
  International
    Sales
    Marketing
   23




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
    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
    Competition
      
    companies, such as Coremetrics, Inc., Google Inc., Microsoft
    Corporation, Nedstat Ltd., Yahoo! Inc. (which has acquired Tensa
    Kft., more commonly known as IndexTools), Unica Corporation
    (which acquired Sane Solutions, LLC) and WebTrends Inc. that
    offer on-demand services;
    software vendors, such as Epiphany, Inc. (acquired by SSA
    Global, which is now owned by Infor), Nielsen/NetRatings, a part
    of the Nielsen Online Unit of the Nielsen Company, Unica and SAS
    Institute, Inc.;
    online marketing service providers, such as aQuantive, Inc.
    (acquired by Microsoft), DoubleClick Inc. (acquired by Google)
    and 24/7 Real Media, Inc. (acquired by WPP);
    multivariate testing providers, such as Optimost LLC (acquired
    by Interwoven, which has entered into an agreement to be
    acquired by Autonomy Corporation plc), Memetrics (acquired by
    Accenture), Kefta, Inc. (acquired by Acxiom Digital) and [x +
    1], Inc.;
    intra-site search vendors, such as Autonomy Corporation plc,
    Endeca Technologies Inc., FAST Search and Transfer ASA (acquired
    by Microsoft) and Google;
    merchandising solutions providers such as Endeca (ThanxMedia),
    Celebros Ltd, SLI Systems, Nextopia Software Corporation and
    Fredhopper;
    channel analytics providers, such as Truviso, Inc., Clickfox,
    Inc., Qliktech International AB and Aster Data Systems,
    Inc.;
    product recommendations providers, such as Aggregate Knowledge,
    Inc., Baynote, Inc., Certona Corporation, Rich Relevance, Inc.
    and Amadesa, Inc.; and
    survey providers such as OpinionLab, Inc., iPerceptions Inc. and
    Foresee Results, Inc. 24




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
    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.      
    the proven performance, security, scalability, flexibility and
    reliability of services;
    strategic relationships and integration with third-party
    applications;
    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;
    pricing;
    the flexibility and adaptability of services to match changing
    business demands;
    enterprise-level customer service and training;
    perceived market leadership;
    the usability of services, including services being easy to
    learn and remember, efficient and visually compelling;
    the real-time availability of data and reporting;
    independence from portals and search engines;
    the ability to deploy the services globally and to provide
    multi-currency,
    multi-language
    and multi-character support and to have a local presence in
    international markets; and
    success in educating customers in how to utilize services
    effectively.   25




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Intellectual
    Property
          Patent
    License Agreement  NetRatings, Inc. and Omniture,
    Inc.
   26




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and/or
    Patent
    License Agreement  NetRatings, Inc. and Visual
    Sciences, Inc.
   27




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Patent
    License Agreement  NetRatings, Inc. and Visual
    Sciences, LLC (now known as Visual Sciences Technologies,
    LLC)
    United
    States and Foreign Government Regulation
      e-mail
   28




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Employees
    Executive
    Officers and Directors
    Name

Age

PositionExecutive Officers and Directors:Joshua G. James


35


Co-Founder, President, Chief Executive Officer and DirectorMichael S. Herring


40


Chief Financial Officer and Executive Vice PresidentBrett M. Error


37


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


39


President, Worldwide Sales and Client ServicesJohn F. Mellor


42


Executive Vice President, Business Development and Corporate
    StrategyD. Fraser Bullock


53


Director, Chairman of the BoardGregory S. Butterfield


49


DirectorDana L. Evan


49


DirectorMark P. Gorenberg


54


DirectorRory T. ODriscoll


44


DirectorJohn R. Pestana


35


Director   Joshua G. James
  Michael S. Herring
  Brett M. Error
  Christopher C. Harrington
 29




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John F. Mellor
  D. Fraser Bullock
  Gregory S. Butterfield
  Dana L. Evan
  Mark P. Gorenberg
 30




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Rory T. ODriscoll
  John R. Pestana
  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.
   31




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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 timing of implementation of new or additional services by
    our customers;
    the amount and timing of operating costs and capital
    expenditures related to the maintenance and expansion of our
    business, operations and infrastructure;
    the timing and success of new product and service introductions
    by us or our competitors or any other change in the competitive
    dynamics of our industry, including consolidation among our
    competitors or our strategic partners;
    our ability to integrate acquired products and services into our
    online marketing suite or migrate existing customers of
    companies we have acquired to our products and services;
    general economic conditions, including the current economic
    downturn and uncertainty in the financial markets, which may
    cause a decline in customer or consumer activity;
    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 delays or security breaches;
    the extent to which any of our significant customers or the
    significant customers of the companies that we have acquired
    terminate their service agreements with us or reduce the number
    of transactions from which we capture data pursuant to their
    service agreements;
    the purchasing and budgeting cycles of our customers;
    limitations of the capacity of our network and systems;
    the timing of expenses associated with the addition of new
    employees to support the growth in our business;
    the timing of expenses related to the development or acquisition
    of technologies, services or businesses;
    potential goodwill and intangible asset impairment charges
    associated with acquired businesses;
    potential foreign currency exchange losses associated with
    transactions and balances denominated in foreign currencies,
    including our foreign currency hedging transactions; 32




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
    expenses associated with the management or growth of our
    increasingly international operations; and
    geopolitical events such as war, threat of war or terrorist
    actions.  period-to-period
  The
    current economic downturn and uncertainty in the financial
    markets in the U.S. and internationally may adversely affect our
    business and our financial results.
    We
    have derived a majority 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.
    If we
    are unable to develop or acquire new services, or if the new
    services that we develop or acquire do not achieve market
    acceptance, our revenue growth will be harmed.
   33




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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.
    If we
    do not successfully integrate our recent acquisitions, or if we
    do not otherwise achieve the expected benefits of the
    acquisitions, our growth rate may decline and our operating
    results may be materially harmed.
    
    failure to successfully manage relationships with customers and
    other important relationships;
    failure of customers to accept new services or to continue using
    the products and services of the combined company, including
    difficulties in migrating HBX customers to SiteCatalyst;
    difficulties in successfully integrating the management teams
    and employees of the acquired companies;
    challenges encountered in managing larger, more geographically
    dispersed operations;
    loss of key employees;
    diversion of the attention of management from other ongoing
    business concerns;
    potential incompatibility of technologies and systems;
    potential impairment charges incurred to write down the carrying
    amount of intangible assets generated as a result of the
    acquisitions; and
    potential incompatibility of business cultures. 34




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We
    intend to continue making acquisitions of, or investments in,
    other companies and technologies, which could divert our
    managements attention, result in additional dilution to
    our stockholders and otherwise disrupt our operations and harm
    our operating results.
        
    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,
    including payments to NetRatings under our agreements with it;
    encounter difficulties retaining key employees of the acquired
    company or integrating diverse business cultures;
    become subject to adverse accounting or tax consequences,
    substantial depreciation, amortization, impairment or deferred
    compensation charges;
    make severance payments and provide additional compensation to
    executives and other personnel;
    incur charges related to the elimination of duplicative
    facilities 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. 35




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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.
    The
    significant network equipment 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.
    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.
   36




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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 may experience
    volatility or be harmed.
    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 enactment of laws or regulations that restrict our ability
    to provide existing or new services to customers in the
    U.S. or internationally;
    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.   37




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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., Microsoft
    Corporation, Nedstat Ltd., Yahoo! Inc. (which has acquired Tensa
    Kft., more commonly known as IndexTools), Unica Corporation
    (which acquired Save Solutions, LLC) and WebTrends Inc. that
    offer on-demand services;
    software vendors, such as Epiphany, Inc. (acquired by SSA
    Global, which is now owned by Infor), Nielsen/NetRatings, a part
    of the Nielsen Online Unit of the Nielsen Company,
    Unica and SAS Institute, Inc.;
    online marketing service providers, such as aQuantive, Inc.
    (acquired by Microsoft), DoubleClick Inc. (acquired by Google)
    and 24/7 Real Media, Inc. (acquired by WPP);
    multivariate testing providers, such as Optimost LLC (acquired
    by Interwoven, which has entered into an agreement to be
    acquired by Autonomy Corporation plc), Memetrics (acquired by
    Accenture), Kefta, Inc. (acquired by Acxiom Digital) and [x +
    1], Inc.;
    intra-site search vendors, such as Autonomy Corporation plc,
    Endeca Technologies Inc., FAST Search and Transfer ASA (acquired
    by Microsoft) and Google;
    merchandising solutions providers such as Endeca (ThanxMedia),
    Celebros Ltd, SLI Systems, Nextopia Software Corporation and
    Fredhopper;
    channel analytics providers, such as Truviso, Inc., Clickfox,
    Inc., Qliktech International AB and Aster Data Systems, Inc.;
    product recommendations providers, such as Aggregate Knowledge,
    Inc., Baynote, Inc., Certona Corporation, Rich Relevance, Inc.
    and Amadesa, Inc.; and
    survey providers such as OpinionLab, Inc., iPerceptions Inc. and
    Foresee Results, Inc.      
    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.   38




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We
    rely on 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.
      back-up
    If we
    fail to respond to rapidly changing technological developments
    or evolving industry standards, our services may become obsolete
    or less competitive.
   39




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We
    have experienced rapid growth in recent periods organically and
    through acquisitions. 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.
    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.
   40




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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;
    general economic conditions in international markets, including
    the current global economic downturn and uncertainty in the
    global financial markets, which may cause a decline in customer
    or consumer activity;
    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, including laws and regulations
    related to privacy;
    increased financial accounting and reporting burdens and
    complexities;
    political instability abroad, terrorist attacks and security
    concerns in general (particularly in Israel and the Middle
    East); and
    reduced or varied protection for intellectual property rights in
    some countries.       41




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(3) non-U.S. dollar
  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.
   42




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A
    security incident could subject us to liability and may result
    in lost customers.
              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.
   43




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The
    success of our business depends in large part on our ability to
    protect and enforce our intellectual property
    rights.
       44




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We
    rely on our management team and need additional personnel to
    grow our business, and the loss of one or more of our key
    employees or the inability to attract and retain qualified
    personnel could harm our business.
    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.
    We
    might require additional capital to support business growth,
    which might not be available on acceptable terms, or at
    all.
   45




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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
    investments in auction rate securities are subject to risks
    which may adversely affect our liquidity and cause
    losses.
   46




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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.
   47




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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 Web site visitor information, resulting in a decrease in
    the value of our services and having an adverse impact on the
    sales of our services.
  class-action
    e-mail
 48




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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.
   49




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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;
    macroeconomic trends and developments, including the current
    economic downturn and uncertainty in the financial markets;
    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.
   50




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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 our 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   51




---



##### Table of Contents



ITEM 3.
    Legal
    Proceedings  Accounting Contingencies 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 The success of our business depends in large part on
    our ability to protect and enforce our intellectual property
    rights Form 10-K.
  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 Issuer Purchases of Equity Securities  Market
    Information for Common Stock
      High


LowFiscal year ended December 31, 2008:First quarter

$
33.92


$
19.07Second quarter


26.85



18.42Third quarter


23.00



16.30Fourth quarter


18.30



7.15Fiscal year ended December 31, 2007:First quarter

$
18.75


$
13.25Second quarter


24.26



15.50Third quarter


31.43



20.20Fourth quarter


38.57



25.54  52




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##### Table of Contents



Dividends
    Stockholders
    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 30 MONTH CUMULATIVE TOTAL RETURN*
    among Omniture, Inc, The Nasdaq Composite Index
    and The Nasdaq Computer Index
 
   *
    
    $100 invested on June 28, 2006
    in stock or May 31, 2006 in index-including reinvestment of
    dividends. Fiscal year ending December 31.  The stock price performance included in this graph is not
    necessarily indicative of future stock price performance.
 53




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##### Table of Contents



Trading
    Plans
  Rule 10b5-1
  Stock
    Repurchases
    Total





Total Number of Shares


Maximum Number ofNumber of


Average


Purchased as Part of


Shares that May YetShares


Price Paid


Publicly Announced


Be Purchased underPeriod

Purchased(1)


per Share


Plans or Programs


the Plans or ProgramsOctober 1 - October 31, 2008





$








November 1 - November 30, 2008


2,626



4.44







December 1 - December 31, 2008


1,791



12.29







Total


4,417


$
7.62     (1)
    
    The shares included in the table
    above were repurchased either in connection with (i) our
    exercise of the repurchase right afforded to us in connection
    with certain employee restricted stock awards or (ii) the
    forfeiture of shares by an employee as payment of the minimum
    statutory withholding taxes due upon the vesting of certain
    employee restricted stock awards.      Total Number


Averageof Shares


Price PaidPeriod

Purchased


per ShareOctober 1 - October 31, 2008





$
November 1 - November 30, 2008


1,342



8.69December 1 - December 31, 2008


1,791



12.29Total


3,133


$
10.75    54




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##### Table of Contents



ITEM 6.
    Selected
    Financial Data  Form 10-K. Form 10-K. Form 10-K.
  Year Ended December 31,2004


2005


2006


2007


2008(In thousands, except per share data)Total revenues

$
20,566


$
42,804


$
79,749


$
143,127


$
295,613Net loss


(1,318
)


(17,441
)


(7,725
)(1)


(9,429
)(1)


(44,766
)(1)Net loss per share, diluted

$
(0.10
)

$
(1.27
)

$
(0.25
)(1)

$
(0.18
)(1)

$
(0.63
)(1)Weighted-average number of shares


13,094



13,694



30,332



53,710



71,458Cash, cash equivalents and short-term investments

$
8,927


$
22,196


$
68,287
(2)

$
134,689
(3)

$
77,017Working (deficit) capital


(1,422
)


1,191



52,028
(2)


120,033
(3)


41,860Total assets


32,768



73,051



135,210
(2)


370,723
(3)(4)


842,200
(5)Total long-term obligations, including current
    portion(6)


9,028



5,992



10,191



7,774



15,374Convertible preferred stock


22,770



61,882




(7)






Total stockholders (deficit) equity

$
(13,413
)

$
(30,266
)

$
86,425
(2)

$
291,075
(3)

$
657,568
(5)     (1)

    
    As a result of adopting SFAS No. 123R on
    January 1, 2006, our net loss for 2006, 2007 and 2008 was
    $1.8 million, $11.1 million and $19.5 million,
    respectively, greater than if we had continued to account for
    stock-based compensation under the previous accounting rules.
    Our diluted net loss per share for 2006, 2007 and 2008 was
    $0.06, $0.21 and $0.27, 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 on or after the effective
    date.(2)

    
    Cash and cash equivalents, working capital, total assets and
    total stockholders (deficit) 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)

    
    Cash, cash equivalents and short-term investments, working
    capital, total assets and stockholders equity increased in
    2007 primarily due to the net cash proceeds of
    $142.2 million, after deducting underwriting discounts,
    commissions and offering expenses, from our common stock
    offering in June 2007.(4)

    
    Total assets increased in 2007 primarily as a result of the
    acquisitions of Instadia, Touch Clarity and Offermatica.(5)

    
    Total assets and stockholders equity increased in 2008
    primarily as a result of the acquisition of Visual Sciences.(6)

    
    Total long-term obligations, including current portion consist
    of notes payable and capital lease obligations.(7)

    
    In 2006, the entire balance of convertible preferred stock was
    reclassified to stockholders (deficit) 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. 55




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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 ended on December 31, 2008.
  Overview
         56




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##### Table of Contents



Recent
    Acquisition Activity
  Acquisition
    of Visual Sciences
       57




---



##### Table of Contents



Mercado
    Search and Merchandising Asset Acquisition
    How We
    Generate Revenues
    Subscription,
    License and Maintenance Revenues
             58




---



##### Table of Contents



Professional
    Services and Other Revenues
    time-and-materials
  Indirect
    Sales
    Cost of
    Revenues and Operating Expenses
  Cost
    of Revenues
     59




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##### Table of Contents



Operating
    Expenses
          Allocated
    Overhead Expenses
  non-network
  Stock-based
    Compensation Expenses
    Trends in
    Our Business
     60




---



##### Table of Contents



61




---



##### Table of Contents



Share-Based Payment
     62




---



##### Table of Contents



Results
    of Operations
    Year Ended December 31,2006


2007


2008Revenues:Subscription, license and maintenance


94
%


92
%


90
%Professional services and other


6



8



10Total revenues


100



100



100Cost of revenues:Subscription, license and maintenance


36



32



38Professional services and other


4



5



5Total cost of revenues


40



37



43Gross profit


60



63



57Operating expenses:Sales and marketing


44



43



44Research and development


11



12



12General and administrative


15



17



16Total operating expenses


70



72



72Loss from operations


(10
)


(9
)


(15
)Interest income


2



4



1Interest expense


(2
)


(1
)


(1
)Other expense, net










Loss before income taxes


(10
)


(6
)


(15
)Provision for income taxes






1



Net loss


(10
)%


(7
)%


(15
)%   Years
    Ended December 31, 2006, 2007 and 2008
  Revenues
  Year Ended December 31,


% Change2006


2007


2008


2006 vs. 2007


2007 vs. 2008(In thousands)Subscription, license and maintenance

$
74,580


$
132,010


$
265,686



77
%


101
%Professional services and other


5,169



11,117



29,927



115



169Total revenues

$
79,749


$
143,127


$
295,613



79



107    63




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##### Table of Contents



Year Ended December 31,2006


2007


2008Revenues from customers within the U.S.

$
66,468


$
106,258


$
213,212Revenues from customers outside the U.S.


13,281



36,869



82,401Total revenues

$
79,749


$
143,127


$
295,613Revenues from customers outside the U.S. as a percentage of
    total revenues


17
%


26
%


28
%       Cost
    of Revenues
  Year Ended December 31,


% Change2006


2007


2008


2006 vs. 2007


2007 vs. 2008(In thousands)Subscription, license and maintenance

$
28,827


$
46,411


$
110,786



61
%


139
%Professional services and other


2,999



6,953



15,154



132



118Total cost of revenues

$
31,826


$
53,364


$
125,940



68



136     Year Ended December 31,2006


2007


2008Subscription, license and maintenance


39
%


35
%


42
%Professional services and other


58



63



51      64




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##### Table of Contents



Operating
    Expenses
  Year Ended December 31,


% Change2006


2007


2008


2006 vs. 2007


2007 vs. 2008(In thousands)Sales and marketing

$
35,227


$
61,610


$
129,814



75
%


111
%Research and development


8,732



17,257



36,966



98



114General and administrative


12,107



24,218



46,037



100



90Total operating expenses

$
56,066


$
103,085


$
212,817



84



106   Sales and
    Marketing
       65




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##### Table of Contents



Research
    and Development
      General
    and Administrative
        Stock-based
    Compensation
    Year Ended December 31,2006


2007


2008(In thousands)Cost of subscription, license and maintenance revenues

$
203


$
1,502


$
4,221Cost of professional services and other revenues


54



430



968Sales and marketing


993



4,982



12,268Research and development


563



2,615



6,849General and administrative


1,345



3,935



8,282$
3,158


$
13,464


$
32,588    66




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##### Table of Contents



Interest
    Income, Interest Expense and Other Expense, Net
  Year Ended December 31,2006


2007


2008(In thousands)Interest income

$
2,117


$
5,816


$
1,869Interest expense


(1,285
)


(835
)


(953
)Other expense, net


(219
)


(554
)


(1,375
)         Liquidity
    and Capital Resources
      Operating
    Activities
       67




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##### Table of Contents



Investing
    Activities
          Financing
    Activities
    Other
    Factors Affecting Liquidity and Capital Resources
     68




---



##### Table of Contents



69




---



##### Table of Contents



Acquisition
    of Touch Clarity Limited
    Acquisition
    of Visual Sciences, Inc.
    No. 95-3.
    Mercado
    Search and Merchandising Asset Acquisition
   70




---



##### Table of Contents



No. 95-3.
  WPP Stock
    Sale
    Off-balance
    Sheet Arrangements
      Accounting for Leases
  Contractual
    Obligations and Commitments
    Payments Due by PeriodTotal


Less Than 1 Year


1-3 Years


3-5 Years


ThereafterOperating lease obligations

$
49,235


$
16,408


$
30,539


$
2,288


$
Capital lease obligations


239



212



27







Notes payable


15,145



1,617



13,528







Interest on notes payable


2,883



695



2,188







Other
    obligations(1)


3,420



2,030



1,390







Total contractual obligations

$
70,922


$
20,962


$
47,672


$
2,288


$
     (1)

    
    Primarily consists of the quarterly payments resulting from the
    August 2007 settlement and patent license agreement with
    NetRatings.     71




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##### Table of Contents



Critical
    Accounting Policies
      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
     72




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##### Table of Contents



97-2, Software Revenue Recognition SOP 98-9, Modification of
    SOP 97-2,
    Software Revenue Recognition
      Allowances
    for Accounts Receivable
    account-by-account
  Business
    Combinations and Impairment of Long-lived and Intangible Assets,
    Including Goodwill
   73




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##### Table of Contents



Accounting for the Impairment and
    Disposal of Long-Lived Assets.
  Goodwill and Other Intangible
    Assets Disclosures about Segments of an Enterprise and Related
    Information
      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
   74




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##### Table of Contents




    Estimated volatility is a measure of the amount by which our
    stock price is expected to fluctuate each year during the
    expected life of the award. Our estimated volatility through
    December 31, 2007 was based on an average of the historical
    volatility of peer entities whose stock prices were publicly
    available. Effective January 1, 2008, we changed our
    methodology for estimating our volatility and now use a
    weighted-average volatility based on 50% of our actual
    historical volatility since our initial public offering in 2006
    and 50% of the average historical stock volatilities of similar
    entities. Our calculation of estimated volatility is based in
    part on historical stock prices of these peer entities over a
    period equal to the expected life of the awards. We continue to
    use the historical volatility of peer entities due to the lack
    of sufficient historical data of our stock price since our
    initial public offering in 2006. Our estimated volatility may
    increase or decrease depending on the changes in our peer
    entities historical stock prices, changes in the
    composition of the peer entity group and changes to the expected
    term of our stock option awards. An increase in the estimated
    volatility would result in an increase to our stock-based
    compensation expense. For example, a 10% increase in our
    estimated volatility assumption from 53% to 63% would generally
    increase the value of a stock-based award and the associated
    stock-based compensation by approximately 16% if no other
    factors were changed.
    The expected term represents the period of time that awards
    granted are expected to be outstanding. Through
    December 31, 2007, we calculated the expected term as the
    average of the contractual term and the vesting period.
    Effective January 1, 2008, we began calculating the
    expected term based on several factors surrounding our stock
    option awards, including the strike price in relation to the
    current and expected stock price, the minimum vest period and
    the remaining contractual period. An increase in the expected
    term would result in an increase to our stock-based compensation
    expense. For example, an increase of 1 year in the expected
    term assumption would generally increase the value of a
    stock-based award and the associated stock-based compensation by
    approximately 11% if no other factors were changed.
    The risk-free interest rate is based on the yield curve of a
    zero-coupon U.S. Treasury bond on the date the stock option
    award is granted with a maturity equal to the expected term of
    the stock option award. An increase in the risk-free interest
    rate would result in an increase to our stock-based compensation
    expense.      Income
    Taxes
  Accounting for Uncertainty in Income Taxes  An
    Interpretation of FASB Statement No. 109 Accounting for Income Taxes,
 75




---



##### Table of Contents



Recently
    Adopted Accounting Pronouncements
  Fair Value Measurements No. 157-2, Effective Date of FASB Statement No. 157 No. 157-2, No. 157-3 Determining the Fair Value of a Financial Asset When the
    Market for That Asset Is Not Active No. 157-3 No. 157-3
  The Fair Value Option for Financial
    Assets and Financial Liabilities
  Recent
    Accounting Pronouncements
  Business Combinations
 76




---



##### Table of Contents



Noncontrolling Interests in Consolidated Financial
    Statements
  Disclosures about Derivative Instruments and Hedging
    Activities.
  No. 142-3, Determination of Useful Life of Intangible Assets No. 142-3 Goodwill and Other Intangible
    Assets No. 142-3 No. 142-3 No. 142-3
  ITEM 7A.
    Quantitative
    and Qualitative Disclosure About Market Risk  Foreign
    Currency Exchange Risk
    (3) non-U.S. dollar
  Accounting for Derivative Instruments
    and Hedging Activities
  Interest
    Rate Sensitivity
   77




---



##### Table of Contents



ITEM 8.
    Financial
    Statement and Supplementary Data  Form 10-K page F-1.
  ITEM 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    ITEM 9A.
    Controls
    and Procedures  (a)
    Evaluation
    of disclosure controls and procedures  Rules 13a-15(e) 15d-15(e) Form 10-K,
 78




---



##### Table of Contents



(b)
    Managements
    Report on Internal Control over Financial
    Reporting  Rules 13a-15(f) 15d-15(f). Internal Control  Integrated
    Framework
      Report of
    Independent Registered Public Accounting Firm
  
  Internal Control 
    Integrated Framework
     79




---



##### Table of Contents



(c)
    Changes
    in internal control over financial reporting    (d)
    Inherent
    Limitations on Effectiveness of Controls   80




---



##### Table of Contents



ITEM 9B.
    Other
    Information    PART III  ITEM 10.
    Directors,
    Executive Officers and Corporate Governance  Form 10-K Form 10-K
  ITEM 11.
    Executive
    Compensation  Form 10-K
  ITEM 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Form 10-K
  ITEM 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Form 10-K
  ITEM 14.
    Principal
    Accounting Fees and Services  Form 10-K
 PART IV  ITEM 15.
    Exhibits,
    Financial Statement Schedules  (a) The following documents are filed as part of this
    Annual Report on
    Form 10-K:
  All Financial Statements
  Form 10-K page F-1:
         81




---



##### Table of Contents



Financial Statement Schedules
    Exhibits
  Regulation S-K
  (b) Exhibits:
    Incorporated by ReferenceExhibit







Exhibit



Filed

FurnishedNo.

Exhibit Description

Form

File No.

No.

Filing Date

Herewith

Herewith3
.1

Amended and Restated Certificate of Incorporation of Registrant
    currently in effect

10-Q


000-52076



3
.1

August 11, 20063
.2

Amended and Restated Bylaws of Registrant currently in effect

8-K


000-52076



3
.1

December 16, 20084
.1

Specimen Common Stock Certificate of Registrant

S-1


333-132987



4
.1

June 22, 20064
.2

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

S-1


333-132987



4
.2

June 9, 20064
.3

Common Stock Purchase Agreement, dated as of January 27,
    2009, by and among, the Registrant, WPP Luxembourg Gamma Three
    Sarl and, solely with respect to Sections 5.2 and 8
    thereof, WPP Group USA, Inc.

8-K


000-52076



4
.1

January 29, 200910
.1*

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

S-1


333-132987



10
.1

May 24, 200610
.2A*

1999 Equity Incentive Plan of 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
.3*

2006 Equity Incentive Plan of Registrant and related forms













X10
.4A*

Employee Stock Purchase Plan of the Registrant

S-1


333-132987



10
.4A

April 4, 200610
.4B*

Form of Subscription Agreement under Employee Stock Purchase Plan

S-1


333-132987



10
.4B

April 4, 200610
.5

WebSideStory, Inc. Amended and Restated 2000 Equity Incentive
    Plan

10-K


000-52076



10
.5

February 29, 200810
.6A

WebSideStory, Inc. 2004 Equity Incentive Award Plan and Form of
    Option Grant Agreement

10-K


000-52076



10
.6

February 29, 2008 82




---



##### Table of Contents



Incorporated by ReferenceExhibit







Exhibit



Filed

FurnishedNo.

Exhibit Description

Form

File No.

No.

Filing Date

Herewith

Herewith10
.6B

Form of Restricted Stock Award Grant Notice and Restricted Stock
    Award Agreement under WebSideStory, Inc. 2004 Equity Incentive
    Award Plan

10-K


000-52076



10
.6A

February 29, 200810
.7

Avivo Corporation 1999 Equity Incentive Plan and Form of Option
    Grant Agreement

10-K


000-52076



10
.7

February 29, 200810
.8

WebSideStory, Inc. 2006 Employment Commencement Equity Incentive
    Award Plan and Form of Option Grant Agreement

10-K


000-52076



10
.8

February 29, 200810
.9

2007 Equity Incentive Plan of Registrant and related forms













X10
.10

2008 Equity Incentive Plan of Registrant and related forms













X10
.11

The Touch Clarity Limited Enterprise Management Incentives Share
    Option Plan 2002

S-8


333-141352



99
.5

March 16, 200710
.12

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

S-8


333-141352



99
.6

March 16, 200710
.13

Touch Clarity Limited 2006 U.S. Stock Plan

S-8


333-141352



99
.7

March 16, 200710
.14

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

S-8


333-141352



99
.8

March 16, 200710
.15*

Amended and Restated Employment Agreement between Registrant and
    Joshua G. James, as amended













X10
.16*

Separation Agreement entered into between Registrant and John R.
    Pestana

10-Q


000-52076



10
.3

May 15, 200710
.17*

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

S-1


333-132987



10
.7

April 4, 200610
.18A

Basic Lease Information and Canyon Park Technology Center Office
    Building Lease Agreement between the Registrant and TCU
    Properties I, LLC

S-1


333-132987



10
.8A

April 4, 200610
.18B

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

S-1


333-132987



10
.8B

April 4, 200610
.18C

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

S-1


333-132987



10
.8C

April 4, 200610
.18D

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

S-1


333-132987



10
.8D

April 4, 200610
.18E

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

S-1


333-132987



10
.8D

April 4, 2006 83




---



##### Table of Contents



Incorporated by ReferenceExhibit







Exhibit



Filed

FurnishedNo.

Exhibit Description

Form

File No.

No.

Filing Date

Herewith

Herewith10
.18F

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

S-1


333-132987



10
.8F

April 4, 200610
.18G

Sixth Amendment to Basic Lease Information and Canyon Park
    Technology Center Office Building Lease Agreement between
    Registrant and TCU-Canyon Park, LLC, successor in interest to
    TCU Properties I, LLC, dated January 11, 2008

10-K


000-52076



10
.18G

February 29, 200810
.18H

Seventh Amendment to Basic Lease Information and Canyon Park
    Technology Center Office Building Lease Agreement between
    Registrant and TCU-Canyon Park, LLC, successor in interest to
    TCU Properties I, LLC, dated January 11, 2008

10-K


000-52076



10
.18H

February 29, 200810
.19

Office Lease between Brannan Propco, LLC and Registrant, dated
    January 8, 2008

10-K


000-52076



10
.19

February 29, 200810
.20**

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

S-1


333-132987



10
.9

April 4, 200610
.21

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

S-1


333-132987



10
.10

May 8, 200610
.22*

Change of Control Agreement between Registrant and Joshua G.
    James, as amended













X10
.23*

Form of Change of Control Agreement entered into between
    Registrant and each of Brett M. Error and Christopher C.
    Harrington and John Mellor, as amended













X10
.24*

Change of Control Agreement between Registrant and Michael S.
    Herring, as amended













X10
.25

Master Finance Lease and Lease Covenant Agreement by and between
    the Registrant and Zions Credit Corporation, dated March 2,
    2007

8-K


000-52076



10
.1

March 7, 200710
.26**

Settlement and Patent Cross-License Agreement dated as of
    August 17, 2007 by and between Visual Sciences, Inc.
    (formerly known as WebSideStory, Inc.) and NetRatings, Inc.

10-K


000-52076



10
.26

February 29, 200810
.27**

Patent Cross-License Agreement dated December 12, 2003 by
    and between WebSideStory, Inc. and NetIQ Corporation

10-K


000-52076



10
.27

February 29, 200810
.28A

Office Lease dated as of August 23, 1999 by and between
    WebSideStory, Inc. and LNR Seaview, Inc.

10-K


000-52076



10
.28A

February 29, 200810
.28B

First Amendment to Office Lease dated as of July 3, 2001 by
    and between WebSideStory, Inc. and LNR Seaview, Inc.

10-K


000-52076



10
.28B

February 29, 2008 84




---



##### Table of Contents



Incorporated by ReferenceExhibit







Exhibit



Filed

FurnishedNo.

Exhibit Description

Form

File No.

No.

Filing Date

Herewith

Herewith10
.28C

Second Amendment to Office Lease dated as of December 7,
    2005 by and between WebSideStory, Inc. and Seaview PFG, LLC (as
    assignee of LNR Seaview, Inc.)

10-K


000-52076



10
.28C

February 29, 200810
.29

Sublease dated as of August 25, 2008 and Amendment to
    Sublease dated as of October 31, 2008 between Registrant
    and The Active Network, Inc.













X10
.30***

Credit Agreement, dated as of December 24, 2008, by and
    among, the Recipient, each of the lenders party thereto from
    time to time and Wells Fargo Foothill, LLC, as Arranger and
    Administrative Agent

8-K


000-52076



10
.1

December 31, 200810
.31

General Continuing Guaranty, dated as of December 24, 2008,
    executed by Visual Sciences, Inc. in favor of Wells Fargo
    Foothill, LLC, as Agent

8-K


000-52076



10
.2

December 31, 200810
.32

General Continuing Guaranty, dated as of December 24, 2008,
    executed by Offermatica Corporation in favor of Wells Fargo
    Foothill, LLC, as Agent

8-K


000-52076



10
.3

December 31, 200810
.33

General Continuing Guaranty, dated as of December 24, 2008,
    executed by Visual Sciences Technologies, LLC in favor of Wells
    Fargo Foothill, LLC, as Agent

8-K


000-52076



10
.4

December 31, 200810
.34

Security Agreement, dated as of December 24, 2008, by and
    among, the Grantors party thereto from time to time and Wells
    Fargo Foothill, LLC, as Administrative Agent

8-K


000-52076



10
.5

December 31, 200821
.1

List of Subsidiaries of the Registrant













X23
.1

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













X24
.1

Power of Attorney (set forth on the signature page to this
    Annual Report on
    Form 10-K)













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.***
    
    Confidential treatment has been
    requested for certain portions of this exhibit. An unredacted
    version of this exhibit has been filed separately with the
    Securities and Exchange Commission. 85




---



##### Table of Contents



SIGNATURES       By:
    /s/  Joshua
    G. James       KNOW ALL PERSONS BY THESE PRESENTS his/her Form 10-K, he/she
    Name and Signature

Title

Date/s/  Joshua
    G. JamesJoshua
    G. James

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

February 26, 2009/s/  Michael
    S. HerringMichael
    S. Herring

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

February 26, 2009/s/  D.
    Fraser BullockD.
    Fraser Bullock

Director

February 26, 2009/s/  Gregory
    S. ButterfieldGregory
    S. Butterfield

Director

February 26, 2009/s/  Dana
    L. EvanDana
    L. Evan

Director

February 26, 2009/s/  Mark
    P. GorenbergMark
    P. Gorenberg

Director

February 26, 2009/s/  Rory
    T. ODriscollRory
    T. ODriscoll

Director

February 26, 2009/s/  John
    R. PestanaJohn
    R. Pestana

Director

February 26, 2009  86




---



##### 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  The Board of
    Directors and Stockholders
         Internal Control-Integrated Framework
    
 F-2




---



##### Table of Contents



OMNITURE,
    INC.
  Consolidated
    Balance Sheets
 (In
    thousands, except share and per share data)
  December 31,2007


2008Assets:Current assets:Cash and cash equivalents

$
77,765


$
67,020Short-term investments


56,924



9,997Accounts receivable, net of allowances of $4,730 and $9,884 at
    December 31, 2007 and 2008, respectively


51,971



106,810Prepaid expenses and other current assets


3,663



10,369Total current assets


190,323



194,196Property and equipment, net


31,214



61,482Intangible assets, net


50,769



137,505Goodwill


94,960



427,565Long-term investments






18,136Other assets


3,457



3,316Total assets

$
370,723


$
842,200Liabilities and Stockholders Equity:Current liabilities:Accounts payable

$
6,470


$
7,662Accrued liabilities


17,126



41,179Current portion of deferred revenues


42,041



101,728Current portion of notes payable


4,407



1,617Current portion of capital lease obligations


246



150Total current liabilities


70,290



152,336Deferred revenues, less current portion


1,815



10,222Notes payable, less current portion


2,948



13,528Capital lease obligations, less current portion


173



79Other liabilities


4,422



8,467Commitments and contingenciesStockholders equity:Preferred stock, $0.001 par value; 10,000,000 shares
    authorized; no shares issued and outstanding






Common stock, $0.001 par value; 250,000,000 shares
    authorized at December 31, 2007 and 2008; 60,636,685 and
    72,891,372 shares issued and outstanding at
    December 31, 2007 and 2008, respectively


61



73Additional paid-in capital


340,424



754,151Deferred stock-based compensation


(1,182
)


(366
)Accumulated other comprehensive income (loss)


40



(3,256
)Accumulated deficit


(48,268
)


(93,034
)Total stockholders equity


291,075



657,568Total liabilities and stockholders equity

$
370,723


$
842,200  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 31,2006


2007


2008Revenues:Subscription, license and maintenance

$
74,580


$
132,010


$
265,686Professional services and other


5,169



11,117



29,927Total revenues


79,749



143,127



295,613Cost of revenues:Subscription, license and maintenance


28,827



46,411



110,786Professional services and other


2,999



6,953



15,154Total cost of revenues


31,826



53,364



125,940Gross profit


47,923



89,763



169,673Operating expenses:Sales and marketing


35,227



61,610



129,814Research and development


8,732



17,257



36,966General and administrative


12,107



24,218



46,037Total operating expenses


56,066



103,085



212,817Loss from operations


(8,143
)


(13,322
)


(43,144
)Interest income


2,117



5,816



1,869Interest expense


(1,285
)


(835
)


(953
)Other expense, net


(219
)


(554
)


(1,375
)Loss before income taxes


(7,530
)


(8,895
)


(43,603
)Provision for income taxes


195



534



1,163Net loss

$
(7,725
)

$
(9,429
)

$
(44,766
)Net loss per share, basic and diluted

$
(0.25
)

$
(0.18
)

$
(0.63
)Weighted-average number of shares, basic and diluted


30,332



53,710



71,458   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
   Stockholders (Deficit) EquityAccumulated








TotalConvertible









Additional


Deferred


Other





Total


Stockholders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, 2006


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
)


86,425Amortization of deferred stock-based compensation, net of
    forfeitures



















(38
)


990















952Exercise of stock options











2,261,130



2



3,596



















3,598Vesting of common shares subject to repurchase











703,029



1



85



















86Stock-based compensation



















12,512



















12,512Purchases under employee stock purchase plan











11,014







194



















194Exercise of common stock warrants











41,671



























Issuance of common stock, net of issuance costs











8,376,250



9



142,224



















142,233Issuance of common stock to former Touch Clarity shareholders,
    net of issuance costs











836,609



1



22,085



















22,086Issuance of common stock to former Offermatica shareholders











1,021,081



1



24,770



















24,771Estimated fair value of stock options substituted in connection
    with the acquisition of Touch Clarity



















7,322



















7,322Income tax benefit of stock option exercises



















294



















294Foreign currency translation adjustment



























40







40



40Unrealized loss on available-for-sale securities



























(9
)






(9
)


(9
)Comprehensive loss:Net loss































(9,429
)


(9,429
)


(9,429
)Comprehensive loss



































(9,398
)


Balance at December 31, 2007











60,636,685



61



340,424



(1,182
)


40



(48,268
)


(48,228
)


291,075Amortization of deferred stock-based compensation, net of
    forfeitures



















(12
)


816















804Exercise of stock options











1,563,092



2



8,628



















8,630Vesting of common shares subject to repurchase











331,709







164



















164Stock-based compensation



















31,586



















31,586Issuance of restricted stock awards and restricted stock units,
    net of repurchases











77,366







(1,027
)


















(1,027
)Purchases under employee stock purchase plan











17,071







330



















330Issuance of common stock to former Visual Sciences shareholders,
    net of issuance costs











10,265,449



10



354,836



















354,846Estimated fair value of stock options granted in connection with
    the acquisition of Visual Sciences



















15,251



















15,251Adjustment to the estimated fair value of common stock and
    vested stock options substituted in connection with acquisitions



















3,971



















3,971Foreign currency translation adjustment



























54







54



54Unrealized loss on available-for-sale securities



























(3,352
)






(3,352
)


(3,352
)Other



























2







2



2Comprehensive loss:Net loss































(44,766
)


(44,766
)


(44,766
)Comprehensive loss



































(48,062
)


Balance at December 31, 2008





$





72,891,372


$
73


$
754,151


$
(366
)

$
(3,256
)

$
(93,034
)

$
(96,290
)

$
657,568   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 31,2006


2007


2008Cash flows from operating activities:Net loss

$
(7,725
)

$
(9,429
)

$
(44,766
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Depreciation and amortization


13,032



20,386



56,576Stock-based compensation


3,158



13,464



32,588Other non-cash transactions






(946
)


(328
)Loss (gain) on foreign currency forward contracts, net






243



(738
)Net changes in operating assets and liabilities:Accounts receivable, net


(11,801
)


(23,121
)


(35,173
)Prepaid expenses and other assets


(1,010
)


(1,599
)


(1,001
)Accounts payable


(1,495
)


2,145



82Accrued and other liabilities


(1,228
)


617



3,992Deferred revenues


10,804



16,245



57,095Net cash provided by operating activities


3,735



18,005



68,327Cash flows from investing activities:Purchases of short-term investments






(144,019
)


(34,788
)Proceeds from sales of short-term investments






48,150



36,970Proceeds from maturities of short-term investments






40,000



25,000Purchases of property and equipment


(14,934
)


(11,975
)


(45,335
)Purchases of intangible assets


(6,380
)


(4,545
)


(3,967
)Foreign currency forward contracts






(337
)


1,454Business acquisitions, net of cash acquired






(78,882
)


(68,687
)Net cash used in investing activities


(21,314
)


(151,608
)


(89,353
)Cash flows from financing activities:Proceeds from exercise of stock options


237



3,606



8,715Proceeds from employee stock purchase plan






194



330Proceeds from issuance of common stock, net of issuance costs


59,234



142,233



Income tax benefit of stock option exercises






294



Repurchases of vested restricted stock










(1,027
)Proceeds from issuance of notes payable


9,608



2,761



22,350Principal payments on notes payable and capital lease obligations


(5,409
)


(6,129
)


(19,424
)Net cash provided by financing activities


63,670



142,959



10,944Effect of exchange rate changes on cash and cash equivalents






122



(663
)Net increase (decrease) in cash and cash equivalents


46,091



9,478



(10,745
)Cash and cash equivalents at beginning of period


22,196



68,287



77,765Cash and cash equivalents at end of period

$
68,287


$
77,765


$
67,020Supplemental disclosure of noncash investing and financing
    activities:Issuance of common stock and stock options for business
    acquisitions

$



$
54,337


$
370,096Conversion of convertible preferred stock into common


61,838







Assets acquired under capital leases






152



Revaluation and cancellation of convertible preferred stock
    warrants


44







Vesting of common shares subject to repurchase


44



86



164Acquisition of intangible assets










378Unpaid acquisition related expenses






1,798



478Unpaid restructuring costs related to acquisitions










3,716Unrealized loss on auction rate securities










3,364Unrealized gain on short-term investments






(11
)


(4
)   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
    Acquisitions
    Segments
    Use of
    Estimates
    Revenue
    Recognition
   F-7




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   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
      97-2, Software Revenue Recognition SOP 98-9, Modification of
    SOP 97-2,
    Software Revenue Recognition.
  SOP 98-9.
   F-8




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
     Deferred
    Revenues
    Cash
    and Cash Equivalents and Short-term Investments
    Concentrations
    of Credit Risk and Significant Customers
         F-9




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
     Year Ended December 31,2006


2007


2008Revenues from customers within the United States

$
66,468


$
106,258


$
213,212Revenues from customers outside the United States


13,281



36,869



82,401Total revenues

$
79,749


$
143,127


$
295,613Revenues from customers outside the United States as a
    percentage of total revenues


17
%


26
%


28
%   Service
    Provider Concentration
    Accounts
    Receivable
    account-by-account
    Year Ended December 31,2006


2007


2008Sales allowance:Balance at beginning of period

$
835


$
1,305


$
3,171Provision


3,671



5,881



7,998Write-offs


(3,201
)


(4,015
)


(6,700
)Balance at end of period

$
1,305


$
3,171


$
4,469   F-10




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Year Ended December 31,2006


2007


2008Bad debt allowance:Balance at beginning of period

$
127


$
734


$
1,559Provision


650



1,102



6,829Write-offs


(43
)


(277
)


(2,973
)Balance at end of period

$
734


$
1,559


$
5,415   Property
    and Equipment
    Computers, equipment and software

3 to 4 yearsFurniture and fixtures

7 yearsLeasehold improvements

Shorter of the estimated useful life or the lease term   Long-lived
    Assets, Including Goodwill
  Accounting for the Impairment and Disposal of
    Long-Lived Assets
  Goodwill and Other
    Intangible Assets, Disclosures about Segments of an
    Enterprise and Related Information
  Long-term
    Investments
   F-11




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Foreign
    Currency
      Accounting
    for Derivative Instruments and Hedging Activities
  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 SOP No. 98-1, Accounting for the Cost of Computer Software Developed or
    Obtained for Internal Use, SOP No. 98-1
  Commissions
    Leases
  Accounting for Leases.
 F-12




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Advertising
    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
  Income
    Taxes
  Accounting
    for Income Taxes.
  Accounting for Uncertainty in Income Taxes  An
    Interpretation of FASB Statement No. 109
   F-13




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Net
    Loss Per Share
    Year Ended December 31,2006


2007


2008Numerator:Net loss

$
(7,725
)

$
(9,429
)

$
(44,766
)Denominator:Weighted-average common shares outstanding


31,134



54,375



71,766Weighted-average common shares outstanding subject to repurchase


(802
)


(665
)


(308
)Denominator for net loss per share, basic and diluted


30,332



53,710



71,458     Year Ended December 31,2006


2007


2008Common shares outstanding subject to repurchase


784



657



298Employee stock-based awards


5,110



5,589



3,678Warrants


374



241



240Unvested restricted stock awards and restricted stock units










13Convertible preferred stock


11,016







   Comprehensive
    Loss
      Year Ended December 31,2006


2007


2008Net foreign currency translation gains

$
9


$
49


$
103Unrealized loss on available-for-sale securities






(9
)


(3,361
)Other










2Accumulated comprehensive income (loss)

$
9


$
40


$
(3,256
)   Recently
    Adopted Accounting Pronouncements
  Fair Value Measurements No. 157-2, Effective Date of FASB Statement No. 157
 F-14




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   No. 157-2, No. 157-3 Determining the Fair Value of a Financial Asset When the
    Market for That Asset Is Not Active No. 157-3 No. 157-3
  The Fair Value Option for Financial
    Assets and Financial Liabilities
  Recent
    Accounting Pronouncements
  Business Combinations.
  Noncontrolling Interests in Consolidated Financial
    Statements.
  Disclosures about Derivative Instruments and Hedging
    Activities.
  No. 142-3, Determination of Useful Life of Intangible Assets No. 142-3 Goodwill and Other Intangible
    Assets No. 142-3 No. 142-3 No. 142-3
 F-15




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   2.
    Acquisitions  Instadia
    A/S
    No. 95-3, Recognition of Liabilities in Connection with a Purchase
    Business Combination
    Current assets

$
2,033Property and equipment


193Other assets


73Acquired intangibles:Existing technology (four-year estimated useful life)


600Customer contracts and related relationships (seven-year
    estimated useful life)


4,400Non-compete agreements (two-year estimated useful life)


600Patent license (five-year estimated useful life)


148Goodwill


10,836Total assets acquired


18,883Current liabilities


3,400Long-term liabilities


1,134Total liabilities assumed


4,534Net assets acquired

$
14,349      F-16




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
     Touch
    Clarity Limited
         F-17




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
     Current assets

$
2,356Property and equipment


1,374Other assets


127Acquired intangibles:Existing technology (seven-year estimated useful life)


14,300Customer contracts and related relationships (eight-year
    estimated useful life)


3,700Core technology (six-year estimated useful life)


3,300Patent license (five-year estimated useful life)


166Goodwill


41,755Total assets acquired


67,078Current liabilities


3,869Long-term liabilities


322Total liabilities assumed


4,191Net assets acquired

$
62,887     Offermatica
     F-18




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
     Current assets

$
2,377Property and equipment


1,074Other assets


52Acquired intangibles:Existing technology (four-year estimated useful life)


10,700Customer contracts and related relationships (six-year estimated
    useful life)


5,200Core technology (four-year estimated useful life)


2,200Trade name / trademarks (eight-month estimated useful life)


100Patent license (five-year estimated useful life)


486Goodwill


47,261Total assets acquired


69,450Current liabilities


4,465Total liabilities assumed


4,465Net assets acquired

$
64,985     Visual
    Sciences, Inc.
       F-19




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
         No. 95-3.
    Severance and


ExcessBenefits


Facilities


TotalBalance at December 31, 2007

$



$



$
Costs
    accrued(1)


4,539



2,814



7,353Cash payments


(4,274
)


(650
)


(4,924
)Balance at December 31, 2008

$
265


$
2,164


$
2,429     (1)

    
    Included as a component of the aggregate purchase price of the
    Visual Sciences acquisition. F-20




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Current assets

$
37,211Property and equipment


10,357Other assets


157Acquired intangibles:Existing technology (3.8 year weighted-average estimated
    useful life)


20,500Customer contracts and related relationships (7.3 year
    weighted-average estimated useful life)


68,500Core technology (3.5 year weighted-average estimated useful
    life)


9,500Maintenance agreements and related relationships (7.0 year
    weighted-average estimated useful life)


5,700Patent license (6.6 year weighted-average estimated useful
    life)


6,783Goodwill


320,961Total assets acquired


479,669Current liabilities


21,775Long-term liabilities


10,699Total liabilities assumed


32,474Net assets acquired

$
447,195        F-21




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
     Mercado
    Asset Acquisition
      No. 95-3.
    Severance and


ExcessBenefits


Facilities


TotalBalance at December 31, 2007

$



$



$
Costs
    accrued(1)


277



1,290



1,567Cash payments


(198
)


(61
)


(259
)Balance at December 31, 2008

$
79


$
1,229


$
1,308     (1)

    
    Included as a component of the aggregate purchase price of the
    Mercado asset acquisition. F-22




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Current assets

$
2,800Property and equipment


580Other assets


227Acquired intangibles:Existing technology (five-year estimated useful life)


3,900Patents and core technology (five-year estimated useful life)


1,100Service agreements and related customer relationships
    (three-year estimated useful life)


400Customer relationships (six-year estimated useful life)


600Goodwill


6,752Total assets acquired


16,359Current liabilities


6,785Long-term liabilities


973Total liabilities assumed


7,758Net assets acquired

$
8,601       Unaudited
    Pro Forma Financial Information
    Year Ended December 31,2007


2008Revenues

$
235,586


$
307,786Loss from operations


(59,946
)


(56,274
)Net loss


(62,349
)


(59,601
)Net loss per share, basic and diluted

$
(0.95
)

$
(0.83
)   3.
    Fair
    Value Measurements  Fair Value Measurements
 F-23




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
             Fair Value Measurements at December 31, 2008 UsingQuoted Pricesin Active


SignificantMarkets For


Other


SignificantIdentical


Observable


UnobservableAssets


Inputs


Inputs(Level 1)


(Level 2)


(Level 3)


TotalAssets:Cash equivalents:Money market funds

$
2,081


$



$



$
2,081U.S. Treasury Bills


20,000











20,000Corporate debt securities






4,997







4,997Short-term investments:U.S. Treasury Bills


5,000











5,000Corporate debt securities






4,997







4,997Long-term investments:Auction rate securities










18,136



18,136Total assets

$
27,081


$
9,994


$
18,136


$
55,211Liabilities:Foreign currency forward contracts

$



$
716


$



$
716Total liabilities

$



$
716


$



$
716     Auction RateSecuritiesBeginning balance at January 1, 2008

$
Transfers in to Level 3


21,500Unrealized losses included in other comprehensive loss


(3,364
)Ending balance at December 31, 2008

$
18,136Total unrealized losses for the period included in other
    comprehensive loss attributable to the change in fair value
    relating to assets still held at December 31, 2008

$
(3,364
)  F-24




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
       Fair
    Value of Other Financial Instruments
   F-25




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   4.
    Balance
    Sheet Accounts  Cash,
    Cash Equivalents and Investments
    December 31, 2007Amortized


Unrealized


Unrealized


EstimatedCost


Gains


Losses


Fair ValueCash and cash equivalents:Cash

$
5,483


$



$



$
5,483Money market funds


17,434











17,434Government-sponsored enterprise securities


29,972



5







29,977Corporate debt securities


24,896







(25
)


24,871Total cash and cash equivalents

$
77,785


$
5


$
(25
)

$
77,765Short-term investments:Auction rate securities

$
42,000


$



$



$
42,000Government-sponsored enterprise securities


5,018



18







5,036Corporate debt securities


9,895







(7
)


9,888Total short-term investments

$
56,913


$
18


$
(7
)

$
56,924   December 31, 2008Amortized


Unrealized


Unrealized


EstimatedCost


Gains


Losses


Fair ValueCash and cash equivalents:Cash

$
39,942


$



$



$
39,942Money market funds


2,081











2,081U.S. Government securities


20,000











20,000Corporate debt securities


4,997











4,997Total cash and cash equivalents

$
67,020


$



$



$
67,020Short-term investments:U.S. Government securities

$
4,996


$
4


$



$
5,000Corporate debt securities


4,997











4,997Total short-term investments

$
9,993


$
4


$



$
9,997Long-term investments:Auction rate securities

$
21,500


$



$
(3,364
)

$
18,136Total long-term investments

$
21,500


$



$
(3,364
)

$
18,136    F-26




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
     Year Ended December 31,2006


2007


2008Gross realized gains

$



$



$
48Gross realized losses










(3
)     Due in less than one year

$
37,075Due in 1 to 5 years


Due in 5 to 10 years


Due in greater than 10 years


18,136$
55,211     Property
    and Equipment
    December 31,2007


2008Computers, equipment and software

$
63,791


$
112,763Furniture and fixtures


1,117



3,659Leasehold improvements


1,723



5,71366,631



122,135Less: Accumulated depreciation and amortization


(35,417
)


(60,653
)$
31,214


$
61,482     Goodwill
    and Intangible Assets
    Balance at December 31, 2007

$
94,960Goodwill acquired related to 2008 acquisitions


327,713Adjustments related to 2007 acquisitions


4,892Balance at December 31, 2008

$
427,565    F-27




---



##### Table of Contents



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


Accumulated


Net CarryingAmount


Amortization


AmountPurchased technology

$
31,100


$
2,433


$
28,667Customer contracts and related relationships


13,300



998



12,302Patent licenses


11,824



2,969



8,855Other


1,777



1,157



620Non-compete agreements


600



275



325$
58,601


$
7,832


$
50,769   December 31, 2008Gross Carrying


Accumulated


Net CarryingAmount


Amortization


AmountPurchased technology

$
66,100


$
17,972


$
48,128Customer contracts and related relationships


82,400



12,009



70,391Patent licenses


19,185



5,822



13,363Maintenance agreements


6,100



798



5,302Other


1,617



1,321



296Non-compete agreements


600



575



25$
176,002


$
38,497


$
137,505     Year Ending December 31,2009

$
32,6032010


26,1252011


25,4932012


22,0442013


16,685Thereafter


14,555$
137,505  F-28




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Accrued
    and Other Liabilities
    December 31,2007


2008Accrued bonuses and commissions

$
5,244


$
10,435Other accrued liabilities


11,882



30,744$
17,126


$
41,179     December 31,2007


2008Deferred tax liabilities

$
4,047


$
4,794Other liabilities


375



3,673$
4,422


$
8,467   5.
    Notes
    Payable    Interest

Final Maturity

December 31,Rate

Date

2007


2008Term loan

variable rate

Dec. 2012






15,000Draws on second equipment facility

7.55 to 8.79

Jan. to Jun. 2009


4,117



Draw on second equipment facility

variable rate

Dec. 2011


2,364



Draw on revolving line of credit

variable rate

Dec. 2008


500



Bank note payable

9.07

Apr. 2010


310



133Other notes payable

variable rate

May 2009


64



127,355



15,145Less: current portion






(4,407
)


(1,617
)Notes payable, excluding current portion





$
2,948


$
13,528          F-29




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
                F-30




---



##### Table of Contents



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

20082009

$
1,6172010


1,5282011


1,5002012


10,5002013


$
15,145   6.
    Income
    Taxes    Year Ended December 31,2006


2007


2008Domestic

$
(7,740
)

$
(5,114
)

$
(41,695
)Foreign


210



(3,781
)


(1,908
)$
(7,530
)

$
(8,895
)

$
(43,603
)     Year Ended December 31,2006


2007


2008Current taxes:Federal

$



$
254


$
406State


118



60



626Foreign


77



220



131$
195


$
534


$
1,163     Year Ended December 31,2006


2007


2008Tax benefit at U.S. statutory rates

$
(2,559
)

$
(3,024
)

$
(14,825
)State benefit, net of federal tax effect


(248
)


(109
)


(524
)Alternative minimum taxes






254



406Foreign taxes






684



131Stock-based compensation


1,134



1,980



3,857Meals and entertainment


134



173



325Tax credits


(533
)


(378
)


(847
)Change in valuation allowance


2,267



954



12,640Provision for income taxes

$
195


$
534


$
1,163  F-31




---



##### Table of Contents



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


2008Deferred tax assets:Accruals and allowances

$
3,323


$
7,307Depreciation and amortization






3,333Stock-based compensation


1,800



7,371Deferred revenues


677



3,745Tax credits


2,080



3,551Net operating losses


34,779



27,110Total deferred tax assets


42,659



52,417Valuation allowance


(32,119
)


(17,270
)Net deferred tax assets


10,540



35,147Deferred tax liabilities:Acquired intangible assets


(13,790
)


(35,735
)Depreciation and amortization


(234
)


Deferred tax liabilities, net

$
(3,484
)

$
(588
)        F-32




---



##### Table of Contents



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

$
1,100Additions based on tax positions related to the current year


Reductions based on tax positions related to the current year


Additions for tax positions of prior years


747Reductions for tax positions of prior years


(115
)Settlements


Balance at December 31, 2008

$
1,732           7.
    Preferred
    Stock   F-33




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   8.
    Convertible
    Preferred Stock and Stockholders (Deficit)
    Equity  Common
    Stock Offerings
      Convertible
    Preferred Stock
    Equity
    Incentive Plans
       F-34




---



##### 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
    60,000,000 shares.      Employee
    Stock Purchase Plan
   F-35




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
       
    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  Stock
    Options
    Share-Based
    Payment
       F-36




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
     Year EndedDecember 31,2006


2007


2008Expected volatility


62%-64%



43%-60%



52%-53%Expected term (in years)


5.8-7.0



4.0-6.1



3.8Risk-free interest rate


4.5%-5.1%



3.5%-4.9%



1.3%-3.2%Expected dividends










     Weighted-AverageNumber of Shares


Weighted-Average


RemainingSubject to


Exercise Price Per


Contractual Term


Aggregate IntrinsicOutstanding Options


Share


(in Years)


Value(2)(In thousands)Outstanding at January 1, 2008


10,130,803


$
10.51Granted


3,769,465



21.59Substituted in connection with the acquisition of Visual Sciences


1,749,500



23.91Exercised


(1,782,853
)


6.39Canceled


(1,657,805
)


22.67Outstanding at December 31, 2008


12,209,110



14.80



7.7


$
29,252Vested and expected to vest at December 31,
    2008(1)


8,727,497



18.04



6.6


$
6,559Exercisable at December 31, 2008


4,438,810



11.43



6.3


$
17,403     (1)

    
    Includes only options granted on or after January 1, 2006,
    which 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, 2008. F-37




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Year Ended December 31,2006


2007


2008Weighted-average, grant-date fair value of stock options granted

$
6.51


$
12.08
(1)

$
9.91
(2)Weighted-average exercise price of stock options granted

$
10.09


$
17.77
(1)

$
22.33
(2)Aggregate intrinsic value of stock options exercised (in
    thousands)(3)

$
10,428


$
48,887


$
41,136Weighted-average, grant-date fair value of stock options
    forfeited(4)

$
5.49


$
11.57


$
11.17Number of stock options
    forfeited(4)


63,701



458,998



1,132,319     (1)

    
    Includes the stock options substituted in connection with the
    acquisition of Touch Clarity that had a weighted-average fair
    value of $12.02 and a weighted-average exercise price of $0.79.(2)

    
    Includes stock options assumed in connection with the
    acquisition of Visual Sciences that had a weighted-average fair
    value of $11.93 and a weighted-average exercise price of $23.91.(3)

    
    The aggregate intrinsic value of stock option awards exercised
    is measured as the difference between the exercise price and the
    closing market price of the Companys common stock at the
    date of exercise.(4)

    
    Includes only stock options granted on or after January 1,
    2006, which are subject to the provisions of
    SFAS No. 123R.     F-38




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   RSUs
    and RSAs
    Weighted-AverageGrant- Date FairNumber of Shares


ValueUnvested RSUs at December 31, 2007


225,000


$
33.29Granted


935,724



23.76Unvested RSAs assumed in the Visual Sciences acquisition


118,478



24.09Vested


(124,912
)


30.28Forfeited


(169,293
)


27.92Unvested RSUs and RSAs at December 31, 2008


984,997


$
24.44       Repurchases
    of Vested Restricted Stock
    Deferred
    Stock-based Compensation
     F-39




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
     Year Ended December 31,2006


2007


2008Cost of subscription, license and maintenance revenues

$
203


$
1,502


$
4,221Cost of professional services and other revenues


54



430



968Sales and marketing


993



4,982



12,268Research and development


563



2,615



6,849General and administrative


1,345



3,935



8,282$
3,158


$
13,464


$
32,588   Warrants
  Series B-2 Series B-2 Series B-2
      9.
    Commitments
    and Contingencies  Litigation
    Settlement
   F-40




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Leases
        December 31,


December 31,2007


2008Gross

$
925


$
907Less accumulated amortization


(389
)


(574
)Net carrying amount

$
536


$
333     Capital


OperatingYear ending December 31,

Leases


Leases2009

$
212


$
16,4082010


27



14,3912011






9,2472012






6,9012013






2,288Thereafter






Less: minimum payments to be received from non-cancelable
    subleases






(2,264
)Total minimum lease payments, net


239


$
46,971Less: imputed interest


(10
)Present value of minimum lease payments


229Less: current portion


(150
)Capital lease obligations, less current portion

$
79        F-41




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
     Indemnification
    Warranties
        Other
    Legal Matters
    10.
    Retirement
    Plan  The Company offers a 401(k) plan to its
    employees.
  11.
    Subsequent
    Events   F-42




---



##### Table of Contents



Omniture,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
       12.
    Quarterly
    Results of Operations (Unaudited)    Quarter EndedMar. 31,


June 30,


Sept. 30,


Dec. 31,


Mar. 31,


June 30,


Sept. 30,


Dec. 31,2007(1)


2007


2007


2007(3)


2008(4)


2008


2008


2008(In thousands, except per share data)Total revenues

$
29,153


$
33,479


$
37,382


$
43,113


$
63,213


$
71,620


$
77,781


$
82,999Gross profit


18,415



20,730



23,549



27,069



36,286



40,922



44,865



47,600Net loss


(2,446
)


(4,056
)


(1,100
)


(1,827
)


(12,942
)


(6,461
)


(17,280
)


(8,083
)Net loss per share, basic and diluted

$
(0.05
)

$
(0.08
)

$
(0.02
)

$
(0.03
)

$
(0.19
)

$
(0.09
)

$
(0.24
)

$
(0.11
)Weighted-average number of shares, basic and diluted


47,753



49,791



57,874
(2)


59,421



69,180
(5)


71,720



72,202



72,731     (1)

    
    The quarterly financial information beginning with the first
    quarter of 2007 includes the results of operations of Instadia
    and Touch Clarity from the date of each acquisition.(2)

    
    The weighted-average number of shares increased in the third
    quarter of 2007, primarily due to the Companys completion
    of the June 2007 Offering in which the Company sold and issued
    8,376,250 shares of its common stock at an issuance price
    of $18.15 per share.(3)

    
    The quarterly financial information beginning with the fourth
    quarter of 2007 includes the results of operations of
    Offermatica from the date of acquisition.(4)

    
    The quarterly financial information beginning with the first
    quarter of 2008 includes the results of operations of Visual
    Sciences from the date of acquisition.(5)

    
    The weighted-average number of shares increased in the first
    quarter of 2008, primarily due to the issuance of
    10,265,449 shares of the Companys common stock upon
    the closing of the Visual Sciences acquisition. F-43




---



##### Table of Contents



INDEX TO
    EXHIBITS
  Incorporated by ReferenceExhibit







Exhibit



Filed

FurnishedNo.

Exhibit Description

Form

File No.

No.

Filing Date

Herewith

Herewith3
.1

Amended and Restated Certificate of Incorporation of Registrant
    currently in effect

10-Q


000-52076



3
.1

August 11, 20063
.2

Amended and Restated Bylaws of Registrant currently in effect

8-K


000-52076



3
.1

December 16, 20084
.1

Specimen Common Stock Certificate of Registrant

S-1


333-132987



4
.1

June 22, 20064
.2

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

S-1


333-132987



4
.2

June 9, 20064
.3

Common Stock Purchase Agreement, dated as of January 27,
    2009, by and among, the Registrant, WPP Luxembourg Gamma Three
    Sarl and, solely with respect to Sections 5.2 and 8
    thereof, WPP Group USA, Inc.

8-K


000-52076



4
.1

January 29, 200910
.1*

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

S-1


333-132987



10
.1

May 24, 200610
.2A*

1999 Equity Incentive Plan of 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
.3*

2006 Equity Incentive Plan of Registrant and related forms













X10
.4A*

Employee Stock Purchase Plan of the Registrant

S-1


333-132987



10
.4A

April 4, 200610
.4B*

Form of Subscription Agreement under Employee Stock Purchase Plan

S-1


333-132987



10
.4B

April 4, 200610
.5

WebSideStory, Inc. Amended and Restated 2000 Equity Incentive
    Plan

10-K


000-52076



10
.5

February 29, 200810
.6A

WebSideStory, Inc. 2004 Equity Incentive Award Plan and Form of
    Option Grant Agreement

10-K


000-52076



10
.6

February 29, 200810
.6B

Form of Restricted Stock Award Grant Notice and Restricted Stock
    Award Agreement under WebSideStory, Inc. 2004 Equity Incentive
    Award Plan

10-K


000-52076



10
.6A

February 29, 200810
.7

Avivo Corporation 1999 Equity Incentive Plan and Form of Option
    Grant Agreement

10-K


000-52076



10
.7

February 29, 200810
.8

WebSideStory, Inc. 2006 Employment Commencement Equity Incentive
    Award Plan and Form of Option Grant Agreement

10-K


000-52076



10
.8

February 29, 200810
.9

2007 Equity Incentive Plan of Registrant and related forms













X10
.10

2008 Equity Incentive Plan of Registrant and related forms













X




---



##### Table of Contents



Incorporated by ReferenceExhibit







Exhibit



Filed

FurnishedNo.

Exhibit Description

Form

File No.

No.

Filing Date

Herewith

Herewith10
.11

The Touch Clarity Limited Enterprise Management Incentives Share
    Option Plan 2002

S-8


333-141352



99
.5

March 16, 200710
.12

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

S-8


333-141352



99
.6

March 16, 200710
.13

Touch Clarity Limited 2006 U.S. Stock Plan

S-8


333-141352



99
.7

March 16, 200710
.14

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

S-8


333-141352



99
.8

March 16, 200710
.15*

Amended and Restated Employment Agreement between Registrant and
    Joshua G. James, as amended













X10
.16*

Separation Agreement entered into between Registrant and John R.
    Pestana

10-Q


000-52076



10
.3

May 15, 200710
.17*

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

S-1


333-132987



10
.7

April 4, 200610
.18A

Basic Lease Information and Canyon Park Technology Center Office
    Building Lease Agreement between the Registrant and TCU
    Properties I, LLC

S-1


333-132987



10
.8A

April 4, 200610
.18B

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

S-1


333-132987



10
.8B

April 4, 200610
.18C

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

S-1


333-132987



10
.8C

April 4, 200610
.18D

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

S-1


333-132987



10
.8D

April 4, 200610
.18E

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

S-1


333-132987



10
.8D

April 4, 200610
.18F

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

S-1


333-132987



10
.8F

April 4, 200610
.18G

Sixth Amendment to Basic Lease Information and Canyon Park
    Technology Center Office Building Lease Agreement between
    Registrant and TCU-Canyon Park, LLC, successor in interest to
    TCU Properties I, LLC, dated January 11, 2008

10-K


000-52076



10
.18G

February 29, 2008




---



##### Table of Contents



Incorporated by ReferenceExhibit







Exhibit



Filed

FurnishedNo.

Exhibit Description

Form

File No.

No.

Filing Date

Herewith

Herewith10
.18H

Seventh Amendment to Basic Lease Information and Canyon Park
    Technology Center Office Building Lease Agreement between
    Registrant and TCU-Canyon Park, LLC, successor in interest to
    TCU Properties I, LLC, dated January 11, 2008

10-K


000-52076



10
.18H

February 29, 200810
.19

Office Lease between Brannan Propco, LLC and Registrant, dated
    January 8, 2008

10-K


000-52076



10
.19

February 29, 200810
.20**

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

S-1


333-132987



10
.9

April 4, 200610
.21

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

S-1


333-132987



10
.10

May 8, 200610
.22*

Change of Control Agreement between Registrant and Joshua G.
    James, as amended













X10
.23*

Form of Change of Control Agreement entered into between
    Registrant and each of Brett M. Error and Christopher C.
    Harrington and John Mellor, as amended













X10
.24*

Change of Control Agreement between Registrant and Michael S.
    Herring, as amended













X10
.25

Master Finance Lease and Lease Covenant Agreement by and between
    the Registrant and Zions Credit Corporation, dated March 2,
    2007

8-K


000-52076



10
.1

March 7, 200710
.26**

Settlement and Patent Cross-License Agreement dated as of
    August 17, 2007 by and between Visual Sciences, Inc.
    (formerly known as WebSideStory, Inc.) and NetRatings, Inc.

10-K


000-52076



10
.26

February 29, 200810
.27**

Patent Cross-License Agreement dated December 12, 2003 by
    and between WebSideStory, Inc. and NetIQ Corporation

10-K


000-52076



10
.27

February 29, 200810
.28A

Office Lease dated as of August 23, 1999 by and between
    WebSideStory, Inc. and LNR Seaview, Inc.

10-K


000-52076



10
.28A

February 29, 200810
.28B

First Amendment to Office Lease dated as of July 3, 2001 by
    and between WebSideStory, Inc. and LNR Seaview, Inc.

10-K


000-52076



10
.28B

February 29, 200810
.28C

Second Amendment to Office Lease dated as of December 7,
    2005 by and between WebSideStory, Inc. and Seaview PFG, LLC (as
    assignee of LNR Seaview, Inc.)

10-K


000-52076



10
.28C

February 29, 200810
.29

Sublease dated as of August 25, 2008 and Amendment to
    Sublease dated as of October 31, 2008 between Registrant
    and The Active Network, Inc.













X10
.30***

Credit Agreement, dated as of December 24, 2008, by and
    among, the Recipient, each of the lenders party thereto from
    time to time and Wells Fargo Foothill, LLC, as Arranger and
    Administrative Agent

8-K


000-52076



10
.1

December 31, 2008




---



##### Table of Contents



Incorporated by ReferenceExhibit







Exhibit



Filed

FurnishedNo.

Exhibit Description

Form

File No.

No.

Filing Date

Herewith

Herewith10
.31

General Continuing Guaranty, dated as of December 24, 2008,
    executed by Visual Sciences, Inc. in favor of Wells Fargo
    Foothill, LLC, as Agent

8-K


000-52076



10
.2

December 31, 200810
.32

General Continuing Guaranty, dated as of December 24, 2008,
    executed by Offermatica Corporation in favor of Wells Fargo
    Foothill, LLC, as Agent

8-K


000-52076



10
.3

December 31, 200810
.33

General Continuing Guaranty, dated as of December 24, 2008,
    executed by Visual Sciences Technologies, LLC in favor of Wells
    Fargo Foothill, LLC, as Agent

8-K


000-52076



10
.4

December 31, 200810
.34

Security Agreement, dated as of December 24, 2008, by and
    among, the Grantors party thereto from time to time and Wells
    Fargo Foothill, LLC, as Administrative Agent

8-K


000-52076



10
.5

December 31, 200821
.1

List of Subsidiaries of the Registrant













X23
.1

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













X24
.1

Power of Attorney (set forth on the signature page to this
    Annual Report on
    Form 10-K)













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.***
    
    Confidential treatment has been
    requested for certain portions of this exhibit. An unredacted
    version of this exhibit has been filed separately with the
    Securities and Exchange Commission.