##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from           to
 Commission file number: 000-52076
 OMNITURE, INC.
 (Exact name of Registrant as specified in its charter)
 Delaware
    
    87-0619936(State or other jurisdiction of
    
    (IRS Employerincorporation or organization)
    
    Identification No.)
 550 East Timpanogos Circle
Orem, Utah 84097
 (Address, including zip code, of Registrants principal executive offices)
 801.722.7000
 (Registrants telephone number, including area code)
 þ o
 o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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##### 



TABLE OF CONTENTS
 PART I. FINANCIAL INFORMATIONITEM 1. Financial Statements
    
    1ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    20ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
    
    37ITEM 4. Controls and Procedures
    
    38PART II. OTHER INFORMATIONITEM 1. Legal Proceedings
    
    39ITEM 1A. Risk Factors
    
    39ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    58ITEM 3. Defaults Upon Senior Securities
    
    58ITEM 4. Submission of Matters to a Vote of Security Holders
    
    58ITEM 5. Other Information
    
    58ITEM 6. Exhibits
    
    59SIGNATURES
    
    63INDEX TO EXHIBITS




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements
 OMNITURE, INC.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
 December 31,
    
    
    March 31,2008
    
    
    2009Assets:Current assets:Cash and cash equivalents
    
    $
    67,020
    
    
    $
    85,926Short-term investments
    
    
    9,997
    
    
    
    24,984Accounts receivable, net of allowances of $9,884 and $10,951
at December 31, 2008 and March 31, 2009, respectively
    
    
    106,810
    
    
    
    110,665Prepaid expenses and other current assets
    
    
    10,369
    
    
    
    9,554Total current assets
    
    
    194,196
    
    
    
    231,129Property and equipment, net
    
    
    61,482
    
    
    
    59,829Intangible assets, net
    
    
    137,505
    
    
    
    129,207Goodwill
    
    
    427,565
    
    
    
    426,696Long-term investments
    
    
    18,136
    
    
    
    13,993Other assets
    
    
    3,316
    
    
    
    3,118Total assets
    
    $
    842,200
    
    
    $
    863,972Liabilities and Stockholders Equity:Current liabilities:Accounts payable
    
    $
    7,662
    
    
    $
    10,139Accrued liabilities
    
    
    41,179
    
    
    
    31,666Current portion of deferred revenues
    
    
    101,728
    
    
    
    110,223Current portion of notes payable
    
    
    1,617
    
    
    
    1,984Current portion of capital lease obligations
    
    
    150
    
    
    
    132Total current liabilities
    
    
    152,336
    
    
    
    154,144Deferred revenues, less current portion
    
    
    10,222
    
    
    
    6,318Notes payable, less current portion
    
    
    13,528
    
    
    
    13,125Capital lease obligations, less current portion
    
    
    79
    
    
    
    47Other liabilities
    
    
    8,467
    
    
    
    8,081Commitments and contingenciesStockholders equity:Preferred stock
    
    
    
    
    
    
    Common stock
    
    
    73
    
    
    
    76Additional paid-in capital
    
    
    754,151
    
    
    
    786,280Deferred stock-based compensation
    
    
    (366
    )
    
    
    (195
    )Accumulated other comprehensive loss
    
    
    (3,256
    )
    
    
    (2,688
    )Accumulated deficit
    
    
    (93,034
    )
    
    
    (101,216
    )Total stockholders equity
    
    
    657,568
    
    
    
    682,257Total liabilities and stockholders equity
    
    $
    842,200
    
    
    $
    863,972
 See accompanying notes to the condensed consolidated financial statements.
 1




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OMNITURE, INC.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
 Three MonthsEnded March 31,2008
    
    
    2009Revenues:Subscription, license and maintenance
    
    $
    57,169
    
    
    $
    76,991Professional services and other
    
    
    6,044
    
    
    
    10,166Total revenues
    
    
    63,213
    
    
    
    87,157Cost of revenues:Subscription, license and maintenance
    
    
    23,793
    
    
    
    31,168Professional services and other
    
    
    3,134
    
    
    
    4,423Total cost of revenues
    
    
    26,927
    
    
    
    35,591Gross profit
    
    
    36,286
    
    
    
    51,566Operating expenses:Sales and marketing
    
    
    31,216
    
    
    
    37,502Research and development
    
    
    9,801
    
    
    
    9,180General and administrative
    
    
    10,814
    
    
    
    11,550Total operating expenses
    
    
    51,831
    
    
    
    58,232Loss from operations
    
    
    (15,545
    )
    
    
    (6,666
    )Interest income
    
    
    948
    
    
    
    125Interest expense
    
    
    (227
    )
    
    
    (356
    )Other expense, net
    
    
    (3
    )
    
    
    (702
    )Loss before income taxes
    
    
    (14,827
    )
    
    
    (7,599
    )(Benefit from) provision for income taxes
    
    
    (1,885
    )
    
    
    583Net loss
    
    $
    (12,942
    )
    
    $
    (8,182
    )Net loss per share, basic and diluted
    
    $
    (0.19
    )
    
    $
    (0.11
    )Weighted-average number of shares, basic and diluted
    
    
    69,180
    
    
    
    75,050
 See accompanying notes to the condensed consolidated financial statements.
 2




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OMNITURE, INC.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
 Three Months EndedMarch 31,2008
    
    
    2009Cash flows from operating activities:Net loss
    
    $
    (12,942
    )
    
    $
    (8,182
    )Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation and amortization
    
    
    12,216
    
    
    
    15,077Stock-based compensation
    
    
    9,151
    
    
    
    7,370Other non-cash transactions
    
    
    (170
    )
    
    
    (10
    )Non-cash tax benefit
    
    
    (2,308
    )
    
    
    Gain on foreign currency forward contracts, net
    
    
    
    
    
    
    (176
    )Changes in operating assets and liabilities:Accounts receivable, net
    
    
    (10,882
    )
    
    
    (4,330
    )Prepaid expenses and other assets
    
    
    1,872
    
    
    
    917Accounts payable
    
    
    13,582
    
    
    
    2,498Accrued and other liabilities
    
    
    (8,363
    )
    
    
    (5,180
    )Deferred revenues
    
    
    13,202
    
    
    
    5,040Net cash provided by operating activities
    
    
    15,358
    
    
    
    13,024Cash flows from investing activities:Purchases of investments
    
    
    (9,886
    )
    
    
    (14,982
    )Proceeds from sales of investments
    
    
    35,799
    
    
    
    Proceeds from maturities of investments
    
    
    
    
    
    
    5,000Purchases of property and equipment
    
    
    (10,111
    )
    
    
    (5,575
    )Purchases of intangible assets
    
    
    (2,437
    )
    
    
    (458
    )Foreign currency forward contracts
    
    
    
    
    
    
    271Business acquisitions, net of cash acquired
    
    
    (51,870
    )
    
    
    (3,105
    )Net cash used in investing activities
    
    
    (38,505
    )
    
    
    (18,849
    )Cash flows from financing activities:Proceeds from exercise of stock options
    
    
    2,106
    
    
    
    298Proceeds from employee stock purchase plan
    
    
    125
    
    
    
    196Proceeds from issuance of common stock
    
    
    
    
    
    
    25,000Repurchases of vested restricted stock
    
    
    (729
    )
    
    
    (598
    )Proceeds from issuance of notes payable, net of issuance costs
    
    
    3,006
    
    
    
    (25
    )Principal payments on notes payable and capital lease obligations
    
    
    (5,060
    )
    
    
    (75
    )Net cash (used in) provided by financing activities
    
    
    (552
    )
    
    
    24,796Effect of exchange rate changes on cash and cash equivalents
    
    
    244
    
    
    
    (65
    )Net (decrease) increase in cash and cash equivalents
    
    
    (23,455
    )
    
    
    18,906Cash and cash equivalents at beginning of period
    
    
    77,765
    
    
    
    67,020Cash and cash equivalents at end of period
    
    $
    54,310
    
    
    $
    85,926
 See accompanying notes to the condensed consolidated financial statements.
 3




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
 1. Description of Business and Basis of Presentation
 Description of Business
   Principles of Consolidation
  Segments
  Use of Estimates
  Revenue Recognition
  4




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
  Revenue Recognition 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.
    Software Revenue Recognition Modification of SOP 97-2, Software Revenue
Recognition.
   Foreign Currency
   5




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
  Comprehensive Loss
  Three MonthsEnded March 31,2008
    
    
    2009Net loss
    
    $
    (12,942
    )
    
    $
    (8,182
    )Net foreign currency translation gain (loss)
    
    
    288
    
    
    
    (295
    )Reclassification adjustment for realized gain on available-for-sale securities
    
    
    (18
    )
    
    
    Unrealized (loss) gain on available-for-sale securities
    
    
    (879
    )
    
    
    851Other
    
    
    
    
    
    
    12Comprehensive loss
    
    $
    (13,551
    )
    
    $
    (7,614
    )
 Recent Accounting Pronouncements
 Determining
Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly, Recognition and Presentation of
Other-Than-Temporary Impairments, Disclosures about Fair Value of Financial Instruments
 2. Acquisitions
 Touch Clarity Limited
  Visual Sciences, Inc.
  6




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
  Recognition of Liabilities in Connection with a
Purchase Business Combination.
 Severance and
    
    
    ExcessBenefits
    
    
    Facilities
    
    
    TotalBalance at December 31, 2008
    
    $
    265
    
    
    $
    2,164
    
    
    $
    2,429Costs accrued(1)
    
    
    
    
    
    
    801
    
    
    
    801Cash payments(2)
    
    
    (22
    )
    
    
    (485
    )
    
    
    (507
    )Accrual releases(1)
    
    
    (240
    )
    
    
    (481
    )
    
    
    (721
    )Non-cash charges(3)
    
    
    
    
    
    
    (144
    )
    
    
    (144
    )Balance at March 31, 2009
    
    $
    3
    
    
    $
    1,855
    
    
    $
    1,858
 
 (1)
    
    Recorded to goodwill and included as a component of the aggregate purchase
price of the Visual Sciences acquisition.(2)
    
    Cash payments are net of cash receipts from the sublease of excess facilities.(3)
    
    Non-cash charges consist of write-offs of leasehold improvements related to
excess facilities. Mercado Asset Acquisition
  .
 7




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
  Severance and
    
    
    ExcessBenefits
    
    
    Facilities
    
    
    TotalBalance at December 31, 2008
    
    $
    79
    
    
    $
    1,229
    
    
    $
    1,308Cash payments
    
    
    (68
    )
    
    
    (123
    )
    
    
    (191
    )Accrual releases(1)
    
    
    
    
    
    
    (185
    )
    
    
    (185
    )Non-cash charges
    
    
    (11
    )
    
    
    
    
    
    
    (11
    )Balance at March 31, 2009
    
    $
    
    
    
    $
    921
    
    
    $
    921
 
 (1)
    
    Included as a component of the aggregate purchase price of the Mercado
acquisition. Amounts primarily relate to an increase in expected sublease income from excess
facilities. Goodwill
  Balance at December 31, 2008
    
    $
    427,565Adjustments to goodwill related to 2008 acquisitions
    
    
    (869
    )Balance at March 31, 2009
    
    $
    426,696
 Pro Forma Information
  Three Months EndedMarch 31,2008
    
    2009Revenues
    
    $
    62,341
    
    
    $
    87,769Loss from operations
    
    
    (27,610
    )
    
    
    (6,054
    )Net loss
    
    
    (25,540
    )
    
    
    (7,570
    )Net loss per share, basic and diluted
    
    $
    (0.36
    )
    
    $
    (0.10
    )
 3. Stockholders Equity
 WPP Common Stock Purchase Agreement
  Warrants
  8




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
  Equity Incentive Plans
  Employee Stock Purchase Plan
  Stock Options
 Share-Based Payment,
    9




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
  Three MonthsEnded March 31,2008

    
    2009Expected volatility
    
    
    52
    %
    
    
    60
    %Expected term (in years)
    
    
    3.8
    
    
    
    4.8Risk-free interest rate
    
    
    2.1%-2.5
    %
    
    
    1.7%-2.0
    %Expected dividends
    
    
    
    
    
    
    
 Stock Option Activity
  AverageNumber of

    
    Weighted-



    RemainingShares Subject

    
    Average



    Contractual



    Aggregateto Outstanding

    
    Exercise Price



    Term

    
    IntrinsicEquity Awards

    
    Per Share



    (in Years)


    
    Value(2)(in thousands)Outstanding at December 31, 2008
    
    
    12,209,110
    

    
    $
    14.80Granted
    
    
    924,750
    
    
    
    10.89Exercised
    
    
    (240,523
    )
    
    
    1.24Canceled
    
    
    (89,765
    )
    
    
    25.14Outstanding at March 31, 2009
    
    
    12,803,572
    
    
    
    14.70
    
    
    
    7.6
    
    
    $
    40,124Vested and expected to vest at March 31, 2009(1)
    
    
    9,802,526
    
    
    
    17.64
    
    
    
    8.3
    
    
    
    12,181Exercisable at March 31, 2009
    
    
    5,401,936
    
    
    
    13.00
    
    
    
    6.7
    
    
    
    23,961
 
 (1)
    
    Includes only stock option awards granted on or after January 1, 2006, which are
subject to the provisions of SFAS No. 123R and stock options assumed or substituted in
connection with business acquisitions.(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 March 31, 2009.  Three MonthsEnded March 31,2008
    
    2009Weighted-average, grant-date fair value of stock options granted
    
    $
    10.81
    (1)
    
    $
    5.58Weighted-average exercise price of stock options granted
    
    
    23.93
    (1)
    
    
    10.89Aggregate intrinsic value of stock options exercised (in thousands)(2)
    
    
    16,295
    
    
    
    2,621Weighted-average, grant-date fair value of stock options forfeited(3)
    
    $
    12.70
    
    
    $
    13.39Number of stock options forfeited(3)
    
    
    356,079
    
    
    
    67,347
 
 (1)
    
    Includes the 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.(2)
    
    The aggregate intrinsic value of stock option awards exercised is measured as the
difference between the exercise price and the market price of the Companys common stock at
the date of exercise. 10




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
 (3)
    
    Includes only stock options granted on or after January 1, 2006, which are subject
to the provisions of SFAS No. 123R and stock options assumed or substituted in connection with
business acquisitions. Deferred Stock-based Compensation
  Restricted Stock Units and Restricted Stock Awards
  Weighted-AverageNumber of
    
    
    Grant-DateShares
    
    
    Fair ValueUnvested RSUs and RSAs at December 31, 2008
    
    
    984,997
    
    
    $
    24.44Granted
    
    
    394,000
    
    
    
    10.88Vested
    
    
    (143,157
    )
    
    
    24.71Forfeited
    
    
    (23,585
    )
    
    
    30.91Unvested RSUs and RSAs at March 31, 2009
    
    
    1,212,255
    
    
    
    19.87
  Repurchases of Vested Restricted Stock
  Stock-based Compensation Expense
  Three MonthsEnded March 31,2008
    
    
    2009Cost of subscription, license and maintenance revenues
    
    $
    1,627
    
    
    $
    776Cost of professional services and other revenues
    
    
    259
    
    
    
    208Sales and marketing
    
    
    3,158
    
    
    
    3,191Research and development
    
    
    2,328
    
    
    
    1,172General and administrative
    
    
    1,779
    
    
    
    2,023$
    9,151
    
    
    $
    7,370
 11




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
 4. Concentrations of Credit Risk and Significant Customers
    Three MonthsEnded March 31,2008
    
    
    2009Revenues from customers within the United States
    
    $
    46,084
    
    
    $
    62,902Revenues from customers outside the United States
    
    
    17,129
    
    
    
    24,255Total revenues
    
    $
    63,213
    
    
    $
    87,157Revenues from customers outside the United States as a percentage of total revenues
    
    
    27
    %
    
    
    28
    %
 5. Net Loss Per Share
  Three MonthsEnded March 31,2008
    
    
    2009Numerator:Net loss
    
    $
    (12,942
    )
    
    $
    (8,182
    )Denominator:Weighted-average common shares outstanding
    
    
    69,537
    
    
    
    75,080Weighted-average common shares outstanding subject to repurchase
    
    
    (357
    )
    
    
    (30
    )Denominator for basic and diluted net loss per share
    
    
    69,180
    
    
    
    75,050
  Three MonthsEnded March 31,2008
    
    2009Common shares outstanding subject to repurchase
    
    
    349
    
    
    
    27Employee stock awards
    
    
    4,443
    
    
    
    2,521Warrants
    
    
    242
    
    
    
    236Unvested restricted stock awards and restricted stock units
    
    
    21
    
    
    
    1
 12




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
 6. Notes Payable
  Interest
    
    
    Final Maturity
    
    
    December 31,
    
    
    March 31,Rate
    
    
    Date
    
    
    2008
    
    
    2009Term loan
    
    variable rate
    
    Dec. 2012
    
    $
    15,000
    
    
    $
    15,000Bank note payable
    

    9.07

    
    Apr. 2010
    
    
    133
    
    
    
    104Other notes payable
    
    variable rate
    
    May 2009
    
    
    12
    
    
    
    515,145
    
    
    
    15,109Less: current portion
    
    
    
    
    
    
    
    
    
    
    (1,617
    )
    
    
    (1,984
    )Notes payable, excluding current portion
    
    
    
    
    
    
    
    
    
    $
    13,528
    
    
    $
    13,125
      13




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
  Year Ending December 31,Remaining nine months in 2009
    
    $
    1,5822010
    
    
    1,5272011
    
    
    1,5002012
    
    
    10,5002013
    
    
    $
    15,109
 7. Derivative Financial Instruments
 Disclosures about Derivative Instruments
and Hedging Activities, an amendment of FASB Statement No. 133
 Foreign Currency Forward Contracts
  NotionalamountEuro (EUR)
    
    $
    10,043British pound (GBP)
    
    
    3,600Australian dollar (AUD)
    
    
    1,583Japanese yen (JPY)
    
    
    1,405Swedish krona (SEK)
    
    
    913Danish kroner (DKK)
    
    
    826U.S. dollar (USD)
    
    
    252$
    18,622
  Three Months EndedMarch 31, 2009Classification
    
    
    Gain (loss), netForeign currency forward contracts
    
    Other expense, net
    
    
    $
    176
 14




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
  March 31, 2009Classification
    
    
    Fair ValueForeign currency forward contracts
    
    Accrued liabilities
    
    
    $
    811
 8. Fair Value Measurements
 Fair Value Measurements
     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
 15




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
 Fair Value Measurements at March 31, 2009 UsingQuoted Pricesin Active
    
    
    SignificantMarkets For
    
    
    Other
    
    
    SignificantIdentical
    
    
    Observable
    
    
    UnobservableAssets
    
    
    Inputs
    
    
    Inputs(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    TotalCash equivalents:Money market funds
    
    $
    2,197
    
    
    $
    
    
    
    $
    
    
    
    $
    2,197U.S. Treasury Bills
    
    
    9,999
    
    
    
    
    
    
    
    
    
    
    
    9,999Corporate debt securities
    
    
    
    
    
    
    5,000
    
    
    
    
    
    
    
    5,000Short-term investments:U.S. Treasury Bills
    
    
    14,984
    
    
    
    
    
    
    
    
    
    
    
    14,984Corporate debt securities
    
    
    
    
    
    
    5,000
    
    
    
    
    
    
    
    5,000Auction rate securities
    
    
    
    
    
    
    5,000
    
    
    
    
    
    
    
    5,000Long-term investments:Auction rate securities
    
    
    
    
    
    
    
    
    
    
    13,993
    
    
    
    13,993$
    27,180
    
    
    $
    15,000
    
    
    $
    13,993
    
    
    $
    56,173Liabilities:Foreign currency forward
contracts
    
    $
    
    
    
    $
    811
    
    
    $
    
    
    
    $
    811Total liabilities
    
    $
    
    
    
    $
    811
    
    
    $
    
    
    
    $
    811
  Auction RateSecuritiesBeginning balance at January 1, 2009
    
    $
    18,136Unrealized gains included in other comprehensive loss
    
    
    857Transfers to Level 2
    
    
    (5,000
    )Ending balance at March 31, 2009
    
    $
    13,993Total unrealized gains for the period included in other
comprehensive loss attributable to the change in fair value
relating to assets still held at March 31, 2009
    
    $
    857
    16




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
  9. Income Taxes
 Interim Financial Reporting Accounting for
Income Taxes in Interim Periods
 Accounting for Uncertainty in Income Taxes
   10. Commitments and Contingencies
 Litigation Settlement and Patent License Agreements
   17




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
   Leases
   Capital
    
    
    OperatingYear ending December 31,
    
    Leases
    
    
    LeasesRemaining nine months in 2009
    
    $
    161
    
    
    $
    14,3952010
    
    
    25
    
    
    
    17,0212011
    
    
    
    
    
    
    11,8782012
    
    
    
    
    
    
    7,3162013
    
    
    
    
    
    
    2,288Thereafter
    
    
    
    
    
    
    Less: minimum payments to be received from non-cancelable subleases
    
    
    
    
    
    
    (2,431
    )Total minimum lease payments, net
    
    
    186
    
    
    $
    50,467Less: imputed interest
    
    
    (7
    )Present value of minimum lease payments
    
    
    179Less: current portion
    
    
    (132
    )Capital lease obligations, less current portion
    
    $
    47
   Indemnification
  Warranties
  18




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
    Other Legal Matters
  19




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ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
      Overview
  20




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Three MonthsYear ended December 31,
    
    Ended March 31,2006
    
    2007
    
    2008
    
    2008
    
    2009(in thousands)
    
    (in thousands)Total revenues
    
    $
    79,749
    
    
    $
    143,127
    
    
    $
    295,613
    
    
    $
    63,213
    
    
    $
    87,157Cost of revenues and operating expenses
    
    
    87,892
    
    
    
    156,449
    
    
    
    338,757
    
    
    
    78,758
    
    
    
    93,823Net loss
    
    
    (7,725
    )
    
    
    (9,429
    )
    
    
    (44,766
    )
    
    
    (12,942
    )
    
    
    (8,182
    )
    21




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How We Generate Revenues
  Subscription, License and Maintenance Revenues
     22




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Professional Services and Other Revenues
   Indirect Sales
  Cost of Revenues and Operating Expenses
 Cost of Revenues
  23




---



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Operating Expenses
     Allocated Overhead Expenses
  Stock-based Compensation Expenses
  Trends in Our Business
   24




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25




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Share-Based Payment
   26




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Results of Operations
  Three MonthsEnded March 31,2008
    
    
    2009Revenues:Subscription, license and maintenance
    
    
    90
    %
    
    
    88
    %Professional services and other
    
    
    10
    
    
    
    12Total revenues
    
    
    100
    
    
    
    100Cost of revenues:Subscription, license and maintenance
    
    
    38
    
    
    
    36Professional services and other
    
    
    5
    
    
    
    5Total cost of revenues
    
    
    43
    
    
    
    41Gross profit
    
    
    57
    
    
    
    59Operating expenses:Sales and marketing
    
    
    49
    
    
    
    43Research and development
    
    
    16
    
    
    
    11General and administrative
    
    
    17
    
    
    
    13Total operating expenses
    
    
    82
    
    
    
    67Loss from operations
    
    
    (25
    )
    
    
    (8
    )Interest income
    
    
    2
    
    
    
    Interest expense
    
    
    
    
    
    
    Other expense, net
    
    
    
    
    
    
    (1
    )Loss before income taxes
    
    
    (23
    )
    
    
    (9
    )(Benefit from) provision for income taxes
    
    
    (3
    )
    
    
    Net loss
    
    
    (20
    )%
    
    
    (9
    )%
 Revenues
 Three MonthsEnded March 31,2008
    
    
    2009
    
    
    % Change(in thousands)Subscription, license and maintenance
    
    $
    57,169
    
    
    $
    76,991
    
    
    
    35
    %Professional services and other
    
    
    6,044
    
    
    
    10,166
    
    
    
    68Total revenues
    
    $
    63,213
    
    
    $
    87,157
    
    
    
    38
  27




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Three MonthsEnded March 31,2008
    
    
    2009
    
    
    % Change(in thousands)Revenues from customers within the United States
    
    $
    46,084
    
    
    $
    62,902
    
    
    
    36
    %Revenues from customers outside the United States
    
    
    17,129
    
    
    
    24,255
    
    
    
    42Total revenues
    
    $
    63,213
    
    
    $
    87,157
    
    
    
    38Revenues from customers outside the United
States as a percentage of total revenues
    
    
    27
    %
    
    
    28
    %
  Cost of Revenues
 Three MonthsEnded March 31,2008
    
    
    2009
    
    
    % Change(in thousands)Subscription, license and maintenance
    
    $
    23,793
    
    
    $
    31,168
    
    
    
    31
    %Professional services and other
    
    
    3,134
    
    
    
    4,423
    
    
    
    41Total cost of revenues
    
    $
    26,927
    
    
    $
    35,591
    
    
    
    32
  Three MonthsEnded March 31,2008
    
    2009Subscription, license and maintenance
    
    
    42
    %
    
    
    40
    %Professional services and other
    
    
    52
    
    
    
    44
    28




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Operating Expenses
 Three MonthsEnded March 31,2008
    
    
    2009
    
    
    % Change(in thousands)Sales and marketing
    
    $
    31,216
    
    
    $
    37,502
    
    
    
    20
    %Research and development
    
    
    9,801
    
    
    
    9,180
    
    
    
    (6
    )General and administrative
    
    
    10,814
    
    
    
    11,550
    
    
    
    7Total operating expense
    
    $
    51,831
    
    
    $
    58,232
    
    
    
    12
    Stock-based Compensation Expense
  Three MonthsEnded March 31,2008
    
    
    2009(in thousands)Cost of subscription, license and maintenance revenues
    
    $
    1,627
    
    
    $
    776Cost of professional services and other revenues
    
    
    259
    
    
    
    208Sales and marketing
    
    
    3,158
    
    
    
    3,191Research and development
    
    
    2,328
    
    
    
    1,172General and administrative
    
    
    1,779
    
    
    
    2,023$
    9,151
    
    
    $
    7,370
  29




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Interest Income, Interest Expense and Other Expense, Net
 Three MonthsEnded March 31,2008
    
    2009
    
    % Change(in thousands)Interest income
    
    $
    948
    
    
    $
    125
    
    
    
    (87
    )%Interest expense
    
    
    (227
    )
    
    
    (356
    )
    
    
    57Other expense, net
    
    
    (3
    )
    
    
    (702
    )
    
    
    **
 
 **
    
    Percentage change is not meaningful  (Benefit from) provision for Income taxes
 Three MonthsEnded March 31,2008
    
    2009
    
    % Change(in thousands)(Benefit from) provision for income taxes
    
    $
    (1,885
    )
    
    $
    583
    
    
    
    (131
    )%
  Liquidity and Capital Resources
   Operating Activities
    30




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Investing Activities
     Financing Activities
  Other Factors Affecting Liquidity and Capital Resources
   31




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32




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Acquisition of Touch Clarity Limited
   Off-balance Sheet Arrangements
   Accounting for Leases
 Contractual Obligations and Future Cash Requirements
     33




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Critical Accounting Policies
   Revenue Recognition
 Revenue Recognition 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.
     Software Revenue
Recognition Modification of SOP 97-2, Software Revenue Recognition
 34




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Allowances for Accounts Receivable
   Business Combinations and Impairment of Long-lived and Intangible 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
  35




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Stock-based Compensation
   
    
    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 60% to 70% would generally increase the value of a stock-based
award and the associated stock-based compensation by approximately 13%
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 from
4.8 to 5.8 years would generally increase the value of a stock-based
award and the associated stock-based compensation by approximately 9%
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,
 36




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Recent Accounting Pronouncements
 Determining
Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly, Recognition and Presentation of
Other-Than-Temporary Impairments, Disclosures
about Fair Value of Financial Instruments
 
 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
 Foreign Currency Exchange Risk
   Accounting for Derivative Instruments
and Hedging Activities
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Interest Rate Sensitivity
   
 ITEM 4. Controls and Procedures
 (a) Evaluation of disclosure controls and procedures
   38




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(b) Changes in internal control over financial reporting
  
 PART II. OTHER INFORMATION
 
 ITEM 1. 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
 
 ITEM 1A. Risk Factors
  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.
  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.
 39




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##### Table of Contents




    
    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;
    
    expenses associated with the management or growth of our increasingly international
operations; and
    
    geopolitical events such as war, threat of war or terrorist actions.
  40




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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.
  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.
  41




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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.
  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.
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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.
 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.
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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.
  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.
  44




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
    
    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.
  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) 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
Corporation (which acquired Sane Solutions, LLC) 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 was
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.;
 45




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
    
    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.
    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.
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If we fail to respond to rapidly changing technological developments or evolving industry
standards, our services may become obsolete or less competitive.
  We have experienced rapid growth in recent periods 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 cost-effectively utilize and expand our sales and marketing capabilities could harm
our ability to increase our customer base and achieve broader market acceptance of our services.
  47




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Our growth depends in part on the success of our strategic relationships with third parties,
including technology integration, channel partners and resellers of our services.
  Because our long-term success depends, in part, on our ability to expand the sales of our
services to customers located outside of the United States, our business will be susceptible to
risks associated with international operations.
  
    
    fluctuations in currency exchange rates;
    
    unexpected changes in foreign regulatory requirements;
    
    longer accounts receivable payment cycles and difficulties in collecting accounts
receivable;
    
    difficulties in managing and staffing international operations;
    
    potentially adverse tax consequences, including the complexities of foreign value added
tax systems and restrictions on the repatriation of earnings;
    
    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;
 48




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
    
    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.
      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.
  49




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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.
  50




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##### Table of Contents



The success of our business depends in large part on our ability to protect and enforce our
intellectual property rights.
    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.
  51




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##### Table of Contents



Material defects or errors in our software we use to deliver our services could harm our
reputation, result in significant costs to us and impair our ability to sell our services.
  
    
    lost or delayed market acceptance and sales of our services;
    
    sales credits or refunds to our customers;
    
    loss of customers;
    
    diversion of development resources;
    
    injury to our reputation; and
    
    increased warranty and insurance costs.
  Changes in financial accounting standards or practices may cause adverse, unexpected financial
reporting fluctuations and affect our reported results of operations.
  We might require additional capital to support business growth, which might not be available on
acceptable terms, or at all.
  52




---



##### Table of Contents



If we fail to maintain proper and effective internal controls, our ability to produce accurate
financial statements could be impaired, which could adversely affect our operating results, our
ability to operate our business and investors views of us.
   Our investments in auction rate securities are subject to risks which may adversely affect our
liquidity and cause losses.
  Our net operating loss carryforwards may expire unutilized, which could prevent us from
offsetting future taxable income.
  53




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##### Table of Contents



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.
   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.
 54




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##### Table of Contents



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.
  55




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##### Table of Contents



Internet-related and other laws could adversely affect our business.
  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.
  
    
    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.
 56




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##### Table of Contents



If securities analysts stop publishing research or reports about our business, or if they
downgrade our stock, the price of our stock could decline.
  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.
  57




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##### Table of Contents



ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
  Stock Repurchases
  Total
    
    
    
    
    
    Total Number of Shares
    
    Maximum Number ofNumber of
    
    
    
    
    
    Purchased as Part of
    
    Shares that May YetShares
    
    Average Price
    
    Publicly Announced
    
    Be Purchased underPeriod
    
    Purchased (1)
    
    Paid per Share
    
    Plans or Programs
    
    the Plans or ProgramsJanuary 1-January 31, 2009
    
    
    495
    
    
    $
    0.002
    
    
    
    
    
    
    
    February 1- February 28, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    March 1-March 31, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    495
    
    
    $
    0.002
 
 (1)
    
    The shares included in the table above were repurchased in connection
with our exercise of the repurchase right afforded to us upon the
cessation of employment of employees holding unvested restricted stock
awards were repurchased at the original purchase price of $0.002 per
share.  
 ITEM 3. Defaults Upon Senior Securities
  
 ITEM 4. Submission of Matters to a Vote of Security Holders
  
 ITEM 5. Other Information
  58




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##### Table of Contents



ITEM 6. 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
    
    10-K
    
    000-52076
    
    
    10.3
    
    
    February 27, 200910.4A
    
    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, 2008
 59




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##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith10.8
    
    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
    
    10-K
    
    000-52076
    
    
    10.9
    
    
    February 27, 200910.10
    
    2008 Equity Incentive Plan of Registrant
and related forms
    
    10-K
    
    000-52076
    
    
    10.10
    
    
    February 27, 200910.11
    
    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
    
    10-K
    
    000-52076
    
    
    10.15
    
    
    February 27, 200910.16
    
    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
 60




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##### 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
    
    10-K
    
    000-52076
    
    
    10.22
    
    
    February 27, 200910.23
    
    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
    
    10-K
    
    000-52076
    
    
    10.23
    
    
    February 27, 200910.24
    
    Change of Control Agreement between
Registrant and Michael S. Herring, as
amended
    
    10-K
    
    000-52076
    
    
    10.24
    
    
    February 27, 200910.25
    
    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
 61




---



##### 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.
    
    10-K
    
    000-52076
    
    
    10.29
    
    
    February 27, 200910.30
    
    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
    
    
    
    
    
    
    
    
    
    
    
    X10.31
    
    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, 200831.1
    
    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
 
 *
    
    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. 62




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##### Table of Contents



SIGNATURES
  OMNITURE, INC.
(Registrant)Date: May 7, 2009
    /s/ Joshua G. JamesJoshua G. JamesPresident and Chief Executive Officer

(Principal Executive Officer)Date: May 7, 2009
    /s/ Michael S. HerringMichael S. HerringChief Financial Officer and Executive Vice President

(Principal Financial Officer) 63




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##### 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
    
    10-K
    
    000-52076
    
    
    10.3
    
    
    February 27, 200910.4A
    
    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, 2008




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##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith10.8
    
    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
    
    10-K
    
    000-52076
    
    
    10.9
    
    
    February 27, 200910.10
    
    2008 Equity Incentive Plan of Registrant
and related forms
    
    10-K
    
    000-52076
    
    
    10.10
    
    
    February 27, 200910.11
    
    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
    
    10-K
    
    000-52076
    
    
    10.15
    
    
    February 27, 200910.16
    
    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




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##### 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
    
    10-K
    
    000-52076
    
    
    10.22
    
    
    February 27, 200910.23
    
    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
    
    10-K
    
    000-52076
    
    
    10.23
    
    
    February 27, 200910.24
    
    Change of Control Agreement between
Registrant and Michael S. Herring, as
amended
    
    10-K
    
    000-52076
    
    
    10.24
    
    
    February 27, 200910.25
    
    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




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##### 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.
    
    10-K
    
    000-52076
    
    
    10.29
    
    
    February 27, 200910.30
    
    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
    
    
    
    
    
    
    
    
    
    
    
    X10.31
    
    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, 200831.1
    
    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
 
 *
    
    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.