##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the quarterly period ended June 30, 2006
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 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)
 o þ
  o o þ
 o þ




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##### Table of Contents



OMNITURE, INC.
Form 10-Q for the Quarter Ended June 30, 2006
 Table of Contents
 Page No.Part I. Financial InformationItem 1. Financial StatementsCondensed Consolidated Balance Sheets
    
    
    1Condensed Consolidated Statements of Operations
    
    
    2Condensed Consolidated Statements of Cash Flows
    
    
    3Notes to Condensed Consolidated Financial Statements
    
    
    4Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 3. Quantitative and Qualitative Disclosure About Market Risk
    
    
    30Item 4. Controls and Procedures
    
    
    31Part II. Other InformationItem 1. Legal Proceedings
    
    
    32Item 1A. Risk Factors
    
    
    32Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    46Item 3. Defaults Upon Senior Securities
    
    
    47Item 4. Submission of Matters to a Vote of Security Holders
    
    
    47Item 5. Other Information
    
    
    48Item 6. Exhibits
    
    
    49SIGNATURESEXHIBIT INDEX




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Condensed Consolidated Financial Statements
 OMNITURE, INC.
 
 Condensed Consolidated Balance Sheets
 (in thousands)
 December 31,
    
    
    June 30,2005
    
    
    2006(unaudited)Assets:Current assets:Cash and cash equivalents
    
    $
    22,196
    
    
    $
    16,368Accounts receivable, net of allowances of $962 and $1,192 at
December 31, 2005 and June 30, 2006, respectively
    
    
    12,325
    
    
    
    18,560Prepaid expenses and other current assets
    
    
    720
    
    
    
    727Total current assets
    
    
    35,241
    
    
    
    35,655Property and equipment, net
    
    
    27,517
    
    
    
    33,653Intangible assets, net
    
    
    10,150
    
    
    
    9,396Other assets
    
    
    143
    
    
    
    2,637Total assets
    
    $
    73,051
    
    
    $
    81,341Liabilities, Convertible Preferred Stock and Stockholders Deficit:Current liabilities:Accounts payable
    
    $
    4,081
    
    
    $
    7,637Accrued liabilities
    
    
    13,993
    
    
    
    14,408Current portion of deferred revenues
    
    
    12,855
    
    
    
    15,088Current portion of notes payable
    
    
    3,035
    
    
    
    6,237Current portion of capital lease obligations
    
    
    86
    
    
    
    76Total current liabilities
    
    
    34,050
    
    
    
    43,446Deferred revenues, less current portion
    
    
    396
    
    
    
    1,396Notes payable, less current portion
    
    
    2,794
    
    
    
    6,995Capital lease obligations, less current portion
    
    
    77
    
    
    
    46Other liabilities
    
    
    4,118
    
    
    
    2,316Commitments and contingenciesConvertible preferred stock
    
    
    61,882
    
    
    
    61,838Stockholders deficit:Common stock
    
    
    14
    
    
    
    14Additional paid-in capital
    
    
    4,104
    
    
    
    4,801Deferred stock-based compensation
    
    
    (3,270
    )
    
    
    (2,709
    )Accumulated other comprehensive income
    
    
    
    
    
    
    1Accumulated deficit
    
    
    (31,114
    )
    
    
    (36,803
    )Total stockholders deficit
    
    
    (30,266
    )
    
    
    (34,696
    )Total liabilities, convertible preferred stock and stockholders deficit
    
    $
    73,051
    
    
    $
    81,341
 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 Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2005
    
    
    2006
    
    
    2005
    
    
    2006Revenues:Subscription
    
    $
    9,213
    
    
    $
    17,598
    
    
    $
    16,976
    
    
    $
    33,138Professional services and other
    
    
    290
    
    
    
    1,226
    
    
    
    567
    
    
    
    2,122Total revenues
    
    
    9,503
    
    
    
    18,824
    
    
    
    17,543
    
    
    
    35,260Cost of revenues:Subscription
    
    
    3,662
    
    
    
    6,804
    
    
    
    6,950
    
    
    
    12,911Professional services and other
    
    
    449
    
    
    
    757
    
    
    
    880
    
    
    
    1,428Total cost of revenues
    
    
    4,111
    
    
    
    7,561
    
    
    
    7,830
    
    
    
    14,339Gross profit
    
    
    5,392
    
    
    
    11,263
    
    
    
    9,713
    
    
    
    20,921Operating expenses:Sales and marketing
    
    
    5,939
    
    
    
    8,605
    
    
    
    10,776
    
    
    
    16,786Research and development
    
    
    1,612
    
    
    
    2,076
    
    
    
    2,764
    
    
    
    4,048General and administrative
    
    
    1,432
    
    
    
    2,568
    
    
    
    2,387
    
    
    
    5,418Total operating expenses
    
    
    8,983
    
    
    
    13,249
    
    
    
    15,927
    
    
    
    26,252Loss from operations
    
    
    (3,591
    )
    
    
    (1,986
    )
    
    
    (6,214
    )
    
    
    (5,331
    )Interest income
    
    
    63
    
    
    
    174
    
    
    
    103
    
    
    
    372Interest expense
    
    
    (170
    )
    
    
    (415
    )
    
    
    (297
    )
    
    
    (617
    )Other expense
    
    
    (16
    )
    
    
    (32
    )
    
    
    (12
    )
    
    
    (62
    )Loss before provision for income taxes
    
    
    (3,714
    )
    
    
    (2,259
    )
    
    
    (6,420
    )
    
    
    (5,638
    )Provision for income taxes
    
    
    
    
    
    
    24
    
    
    
    
    
    
    
    51Net loss
    
    $
    (3,714
    )
    
    $
    (2,283
    )
    
    $
    (6,420
    )
    
    $
    (5,689
    )Basic and diluted net loss per share
    
    $
    (0.27
    )
    
    $
    (0.16
    )
    
    $
    (0.47
    )
    
    $
    (0.40
    )Weighted-average number of shares, basic and diluted
    
    
    13,712
    
    
    
    14,168
    
    
    
    13,545
    
    
    
    14,068
 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)
 Six MonthsEnded June 30,2005
    
    
    2006Cash flows from operating activities:Net loss
    
    $
    (6,420
    )
    
    $
    (5,689
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    2,646
    
    
    
    5,897Stock-based compensation
    
    
    125
    
    
    
    1,220Loss on disposal of property and equipment
    
    
    5
    
    
    
    Net changes in operating assets and liabilities:Accounts receivable, net
    
    
    (1,906
    )
    
    
    (6,235
    )Prepaid expenses and other assets
    
    
    112
    
    
    
    (2,501
    )Accounts payable
    
    
    771
    
    
    
    3,556Accrued and other liabilities
    
    
    685
    
    
    
    (1,373
    )Deferred revenues
    
    
    941
    
    
    
    3,233Net cash used in operating activities
    
    
    (3,041
    )
    
    
    (1,892
    )Cash flows from investing activities:Purchases of property and equipment
    
    
    (6,512
    )
    
    
    (11,224
    )Purchases of intangible assets
    
    
    
    
    
    
    (99
    )Net cash used in investing activities
    
    
    (6,512
    )
    
    
    (11,323
    )Cash flows from financing activities:Proceeds from exercise of stock options
    
    
    183
    
    
    
    25Proceeds from issuance of convertible preferred stock, net of issuance costs
    
    
    34,533
    
    
    
    Proceeds from issuance of notes payable
    
    
    500
    
    
    
    9,608Principal payments on notes payable and capital lease obligations
    
    
    (1,819
    )
    
    
    (2,246
    )Net cash provided by financing activities
    
    
    33,397
    
    
    
    7,387Net increase (decrease) in cash and cash equivalents
    
    
    23,844
    
    
    
    (5,828
    )Cash and cash equivalents at beginning of period
    
    
    8,927
    
    
    
    22,196Cash and cash equivalents at end of period
    
    $
    32,771
    
    
    $
    16,368
 See accompanying notes to the condensed consolidated financial statements.
 3




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Omniture, Inc.
 
 Notes to Condensed Consolidated Financial Statements
 (unaudited)
 1. Summary of Business and Basis of Presentation
   Initial Public Offering
  Principles of Consolidation
  Use of Estimates
  Reverse Stock Split
  4




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements-(Continued)
(unaudited)
 Segments
  Comprehensive Loss
  2. Stock-Based Compensation
    
    
    all shares of the Companys common stock reserved under the 1999 Plan that are not issued
or subject to outstanding grants;
    
    any shares of the Companys common stock issued under the 1999 Plan that are repurchased by
the Company at the original purchase price; and
    
    any shares of the Companys common stock issuable upon exercise of options granted under
the 1999 Plan that expire or become unexercisable without having been exercised in full.
 5




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements(Continued)
(unaudited)
  
    
    5% of the outstanding shares of the Companys common stock on the last day of the preceding year; and
    
    30,000,000 shares.
   
    
    1% of the outstanding shares of the Companys common stock on the first day of the year;
    
    12,000,000 shares; and
    
    such other amount as may be determined by the Companys Board of Directors or a committee thereof.
 Share-Based Payment Accounting for Stock Issued to
Employees
  Share-Based Payment
 6




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements(Continued)
(unaudited)
   Expected volatility
    
    
    64
    %Expected term (in years)
    
    
    5.8-7.0Risk-free interest rate
    
    
    4.6%-5.1
    %Expected dividends
    
    
    
  Weighted-Number of
    
    
    
    
    
    
    AverageShares
    
    
    Weighted-
    
    
    RemainingSubject to
    
    
    Average
    
    
    Contractual
    
    
    AggregateOutstanding
    
    
    Exercise Price
    
    
    Term
    
    
    IntrinsicOptions
    
    
    Per Share
    
    
    (in Years)
    
    
    Value(in thousands)Outstanding at December 31, 2005
    
    
    6,728,518
    
    
    $
    0.91Granted
    
    
    2,021,936
    
    
    
    7.70Exercised
    
    
    (262,250
    )
    
    
    0.25Canceled
    
    
    (85,625
    )
    
    
    2.94Outstanding at June 30, 2006
    
    
    8,402,579
    
    
    
    2.55
    
    
    
    7.5
    
    
    $
    41,316Vested and expected to vest at June 30, 2006 (1)
    
    
    1,828,568
    
    
    
    7.67
    
    
    
    9.8
    
    
    $
    599Exercisable at June 30, 2006
    
    
    5,931,942
    
    
    
    1.02
    
    
    
    6.7
    
    
    $
    37,344
 
 (1)
    
    Includes only options granted beginning January 1, 2006 that are subject to the provisions of SFAS No. 123R.  7




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements(Continued)
(unaudited)
     Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2005
    
    
    2006
    
    
    2005
    
    
    2006(unaudited)Cost of subscription revenues
    
    $
    12
    
    
    $
    39
    
    
    $
    16
    
    
    $
    56Cost of professional services and other revenues
    
    
    2
    
    
    
    12
    
    
    
    2
    
    
    
    16Sales and marketing
    
    
    11
    
    
    
    248
    
    
    
    15
    
    
    
    342Research and development
    
    
    63
    
    
    
    129
    
    
    
    86
    
    
    
    226General and administrative
    
    
    3
    
    
    
    264
    
    
    
    6
    
    
    
    580$
    91
    
    
    $
    692
    
    
    $
    125
    
    
    $
    1,220
 3. Concentrations of Credit Risk and Significant Customers
  8




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements(Continued)
(unaudited)
   Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2005
    
    
    2006
    
    
    2005
    
    
    2006(unaudited)Revenues from customers within the United States
    
    $
    8,548
    
    
    $
    15,739
    
    
    $
    15,815
    
    
    $
    29,825Revenues
from customers outside the United States
    
    
    955
    
    
    
    3,085
    
    
    
    1,728
    
    
    
    5,435Total revenues
    
    $
    9,503
    
    
    $
    18,824
    
    
    $
    17,543
    
    
    $
    35,260Revenues from customers outside the United States as
a percentage of total revenues
    
    
    10
    %
    
    
    16
    %
    

    
    10
    %
    
    
    15
    %
 4. Net Loss Per Share
  Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2005
    
    
    2006
    
    
    2005
    
    
    2006(unaudited)Numerator:Net loss
    
    $
    (3,714
    )
    
    $
    (2,283
    )
    
    $
    (6,420
    )
    
    $
    (5,689
    )Denominator:Weighted-average common shares outstanding
    
    
    14,587
    
    
    
    14,809
    
    
    
    14,072
    
    
    
    14,735Weighted-average common shares outstanding subject
to repurchase
    
    
    (875
    )
    
    
    (641
    )
    
    
    (527
    )
    
    
    (667
    )Denominator for basic and diluted net loss per share
    
    
    13,712
    
    
    
    14,168
    
    
    
    13,545
    
    
    
    14,068
  Three Months
    
    Six MonthsEnded June 30,
    
    Ended June 30,2005
    
    2006
    
    2005
    
    2006(unaudited)Common shares outstanding subject to repurchase
    
    
    857
    
    
    
    628
    
    
    
    507
    
    
    
    653Employee stock options
    
    
    4,461
    
    
    
    5,540
    
    
    
    4,988
    
    
    
    5,754Warrants
    
    
    498
    
    
    
    424
    
    
    
    416
    
    
    
    472Convertible preferred stock
    
    
    14,286
    
    
    
    21,678
    
    
    
    14,110
    
    
    
    21,676
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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements(Continued)
(unaudited)
 5. Balance Sheet Accounts
 Property and Equipment
  December 31,
    
    
    June 30,2005
    
    
    2006(unaudited)Computers, equipment and software
    
    $
    35,519
    
    
    $
    46,527Furniture and fixtures
    
    
    483
    
    
    
    657Leasehold improvements
    
    
    1,204
    
    
    
    1,24637,206
    
    
    
    48,430Less: Accumulated depreciation and amortization
    
    
    (9,689
    )
    
    
    (14,777
    )$
    27,517
    
    
    $
    33,653
  Intangible Assets
   10




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements(Continued)
(unaudited)
 Other Assets
  December 31,
    
    
    June 30,2005
    
    
    2006(unaudited)Deferred initial public offering costs
    
    $
    
    
    
    $
    2,255Other
    
    
    143
    
    
    
    382$
    143
    
    
    $
    2,637
 Accrued Liabilities
  December 31,
    
    
    June 30,2005
    
    
    2006(unaudited)Patent license and settlement costs
    
    $
    9,495
    
    
    $
    8,660Accrued bonuses and commissions
    
    
    1,932
    
    
    
    2,226Other accrued liabilities
    
    
    2,566
    
    
    
    3,522$
    13,993
    
    
    $
    14,408
 Other Liabilities
  December 31,
    
    
    June 30,2005
    
    
    2006(unaudited)Patent license and settlement costs
    
    $
    3,819
    
    
    $
    1,945Other liabilities
    
    
    299
    
    
    
    371$
    4,118
    
    
    $
    2,316
 11




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements(Continued)
(unaudited)
 6. Notes Payable
  Interest
    
    
    Final Maturity
    
    
    December 31,
    
    
    June 30,Rate
    
    
    Date
    
    
    2005
    
    
    2006(unaudited)Draw on equipment line of credit
    
    
    5.00
    %
    
    July 2007
    
    $
    2,349
    
    
    $
    1,644Draw on equipment line of credit
    
    
    5.06
    
    
    Sept. 2007
    
    
    1,654
    
    
    
    1,203Draw on equipment line of credit
    
    
    4.81
    
    
    Sept. 2007
    
    
    1,326
    
    
    
    964Draw on revolving line of credit
    
    variable rate
    
    Dec. 2007
    
    
    500
    
    
    
    500Draw on second equipment facility
    
    
    7.55
    
    
    Jan. 2009
    
    
    
    
    
    
    1,722Draw on second equipment facility
    
    
    7.77
    
    
    Feb. 2009
    
    
    
    
    
    
    978Draw on second equipment facility
    
    
    8.03
    
    
    Mar. 2009
    
    
    
    
    
    
    1,833Draw on second equipment facility
    
    
    8.38
    
    
    April 2009
    
    
    
    
    
    
    2,045Draw on second equipment facility
    
    
    8.79
    
    
    June 2009
    
    
    
    
    
    
    2,3435,829
    
    
    
    13,232Less: current portion
    
    
    
    
    
    
    
    
    
    
    (3,035
    )
    
    
    (6,237
    )Notes payable, excluding
current portion
    
    
    
    
    
    
    
    
    
    $
    2,794
    
    
    $
    6,995
    12




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements(Continued)
(unaudited)
  June 30,Year Ending December 31,
    
    2006(unaudited)Remaining six months in 2006
    
    $
    3,1192007
    
    
    5,9972008
    
    
    3,2022009
    
    
    914$
    13,232
 7. Income Taxes
 Accounting for Income Taxes.
  8. Commitments and Contingencies
 Litigation Settlement
   13




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements(Continued)
(unaudited)
  Leases
   Capital
    
    
    OperatingYear ending December 31,
    
    Leases
    
    
    Leases(unaudited)Remaining six months in 2006
    
    $
    56
    
    
    $
    8142007
    
    
    64
    
    
    
    1,6992008
    
    
    26
    
    
    
    1,6742009
    
    
    
    
    
    
    1,6982010
    
    
    
    
    
    
    1,7472011
    
    
    
    
    
    
    443Total minimum lease payments
    
    
    146
    
    
    $
    8,075Less: imputed interest
    
    
    (24
    )Present value of minimum lease payments
    
    
    122Less: current portion
    
    
    (76
    )Capital lease obligations, less current portion
    
    $
    46
 14




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements(Continued)
(unaudited)
 Indemnification
  Warranties
    Other Legal Matters
  15




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##### Table of Contents



Omniture, Inc.
Notes to Condensed Consolidated Financial Statements(Continued)
(unaudited)
 9. Subsequent Events
    16




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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     Overview
  17




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How We Generate Revenues
  Subscription Revenues.
 18




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##### Table of Contents



Professional Services and Other Revenues.
  Indirect Sales.
 Cost of Revenues and Operating Expenses
 Cost of Revenues.
  19




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##### Table of Contents



Operating Expenses.
    Trends in Our Business and Results of Operations
    20




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Share-Based Payment
  21




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##### Table of Contents



Results of Operations
  Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2005
    
    
    2006
    
    
    2005
    
    
    2006Revenues:Subscription
    
    
    97
    %
    
    
    93
    %
    
    
    97
    %
    
    
    94
    %Professional services and other
    
    
    3
    
    
    
    7
    
    
    
    3
    
    
    
    6Total revenues
    
    
    100
    
    
    
    100
    
    
    
    100
    
    
    
    100Cost of revenues:Subscription
    
    
    39
    
    
    
    36
    
    
    
    40
    
    
    
    37Professional services and other
    
    
    5
    
    
    
    4
    
    
    
    5
    
    
    
    4Total cost of revenues
    
    
    44
    
    
    
    40
    
    
    
    45
    
    
    
    41Gross margin
    
    
    56
    
    
    
    60
    
    
    
    55
    
    
    
    59Operating expenses:Sales and marketing
    
    
    62
    
    
    
    46
    
    
    
    61
    
    
    
    48Research and development
    
    
    17
    
    
    
    11
    
    
    
    16
    
    
    
    11General and administrative
    
    
    15
    
    
    
    14
    
    
    
    14
    
    
    
    15Total operating expenses
    
    
    94
    
    
    
    71
    
    
    
    91
    
    
    
    74Loss from operations
    
    
    (38
    )
    
    
    (11
    )
    
    
    (36
    )
    
    
    (15
    )Interest income
    
    
    1
    
    
    
    1
    
    
    
    1
    
    
    
    1Interest expense
    
    
    (2
    )
    
    
    (2
    )
    
    
    (2
    )
    
    
    (2
    )Other expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Loss before provision for income taxes
    
    
    (39
    )
    
    
    (12
    )
    
    
    (37
    )
    
    
    (16
    )Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    
    (39
    )%
    
    
    (12
    )%
    
    
    (37
    )%
    
    
    (16
    )%
 Revenues
 Three Months
    
    
    
    
    
    
    Six MonthsEnded June 30,
    
    
    
    
    
    
    Ended June 30,2005
    
    
    2006
    
    
    % Change
    
    
    2005
    
    
    2006
    
    
    % Change(in thousands)
    
    
    
    
    
    
    (in thousands)Subscription
    
    $
    9,213
    
    
    $
    17,598
    
    
    
    91
    %
    
    $
    16,976
    
    
    $
    33,138
    
    
    
    95
    %Professional services and other
    
    
    290
    
    
    
    1,226
    
    
    
    323
    
    
    
    567
    
    
    
    2,122
    
    
    
    274Total revenues
    
    $
    9,503
    
    
    $
    18,824
    
    
    
    98
    %
    
    $
    17,543
    
    
    $
    35,260
    
    
    
    101
    %
  22




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##### Table of Contents



Three Months
    
    
    
    
    
    
    Six MonthsEnded June 30,
    
    
    
    
    
    
    Ended June 30,2005
    
    
    2006
    
    
    % Change
    
    
    2005
    
    
    2006
    
    
    % Change(in thousands)
    
    
    
    
    
    
    (in thousands)Revenues from customers within the U.S
    
    $
    8,548
    
    
    $
    15,739
    
    
    
    84
    %
    
    $
    15,815
    
    
    $
    29,825
    
    
    
    89
    %Revenues
from customers outside the U.S
    
    
    955
    
    
    
    3,085
    
    
    
    223
    
    
    
    1,728
    
    
    
    5,435
    
    
    
    215Total revenues
    
    $
    9,503
    
    
    $
    18,824
    
    
    
    98
    %
    
    $
    17,543
    
    
    $
    35,260
    
    
    
    101
    %Revenues from customers outside the United States as
a percentage of total revenues
    
    
    10
    %
    
    
    16
    %
    
    
    
    
    
    
    10
    %
    
    
    15
    %
   Cost of Revenues
 Three Months
    
    
    
    
    
    
    Six MonthsEnded June 30,
    
    
    
    
    
    
    Ended June 30,2005
    
    
    2006
    
    
    % Change
    
    
    2005
    
    
    2006
    
    
    % Change(in thousands)
    
    
    
    
    
    
    (in thousands)Subscription
    
    $
    3,662
    
    
    $
    6,804
    
    
    
    86
    %
    
    $
    6,950
    
    
    $
    12,911
    
    
    
    86
    %Professional services and other
    
    
    449
    
    
    
    757
    
    
    
    69
    
    
    
    880
    
    
    
    1,428
    
    
    
    62Total cost of revenues
    
    $
    4,111
    
    
    $
    7,561
    
    
    
    84
    %
    
    $
    7,830
    
    
    $
    14,339
    
    
    
    83
    %
  Three Months
    
    Six MonthsEnded June 30,
    
    Ended June 30,2005
    
    2006
    
    2005
    
    2006Subscription
    
    
    40
    %
    
    
    39
    %
    
    
    41
    %
    
    
    39
    %Professional services and other
    
    
    155
    %
    
    
    62
    %
    
    
    155
    %
    
    
    67
    %
  23




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##### Table of Contents



Operating Expenses
 Three Months
    
    
    
    
    
    
    Six MonthsEnded June 30,
    
    
    
    
    
    
    Ended June 30,2005
    
    
    2006
    
    
    % Change
    
    
    2005
    
    
    2006
    
    
    % Change(in thousands)
    
    
    
    
    
    
    (in thousands)Sales and marketing
    
    $
    5,939
    
    
    $
    8,605
    
    
    
    45
    %
    
    $
    10,776
    
    
    $
    16,786
    
    
    
    56
    %Research and development
    
    
    1,612
    
    
    
    2,076
    
    
    
    29
    
    
    
    2,764
    
    
    
    4,048
    
    
    
    46General and administrative
    
    
    1,432
    
    
    
    2,568
    
    
    
    79
    
    
    
    2,387
    
    
    
    5,418
    
    
    
    127Total operating expenses
    
    $
    8,983
    
    
    $
    13,249
    
    
    
    47
    %
    
    $
    15,927
    
    
    $
    26,252
    
    
    
    65
    %
 Sales and Marketing
   24




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##### Table of Contents



Research and Development
  General and Administrative
  Interest Income
 Three Months
    
    Six MonthsEnded June 30,
    
    Ended June 30,2005
    
    2006
    
    2005
    
    2006(in thousands)Interest income
    
    $
    63
    
    
    $
    174
    
    
    $
    103
    
    
    $
    372
  Interest Expense
 Three Months
    
    Six MonthsEnded June 30,
    
    Ended June 30,2005
    
    2006
    
    2005
    
    2006(in thousands)Interest expense
    
    $
    170
    
    
    $
    415
    
    
    $
    297
    
    
    $
    617
   25




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Liquidity and Capital Resources
    Operating Activities
   Investing Activities
   26




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##### Table of Contents



Financing Activities
  Other Factors Affecting Liquidity and Capital Resources
       Off-Balance Sheet Arrangements
  27




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##### Table of Contents



Contractual Obligations and Commitments
  PatentLicense andCapital
    
    
    Operating
    
    
    Notes
    
    
    SettlementYear ending December 31,
    
    Leases
    
    
    Leases
    
    
    Payable
    
    
    Costs
    
    
    TotalRemaining six months in 2006
    
    $
    56
    
    
    $
    814
    
    
    $
    3,119
    
    
    $
    7,000
    
    
    $
    10,9892007
    
    
    64
    
    
    
    1,699
    
    
    
    5,997
    
    
    
    4,000
    
    
    
    11,7602008
    
    
    26
    
    
    
    1,674
    
    
    
    3,202
    
    
    
    
    
    
    
    4,9022009
    
    
    
    
    
    
    1,698
    
    
    
    914
    
    
    
    
    
    
    
    2,6122010
    
    
    
    
    
    
    1,747
    
    
    
    
    
    
    
    
    
    
    
    1,7472011
    
    
    
    
    
    
    443
    
    
    
    
    
    
    
    
    
    
    
    443Total contractual obligations
    
    $
    146
    
    
    $
    8,075
    
    
    $
    13,232
    
    
    $
    11,000
    
    
    $
    32,453
   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.
  28




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##### Table of Contents



Allowances for Accounts Receivable
   Impairment of Long-Lived Assets
 Accounting for the Impairment and Disposal of Long-Lived Assets.
 Stock-Based Compensation
 Accounting for Stock Issued to Employees Accounting for Certain
Transactions Involving Stock Compensation, an Interpretation of APB Opinion No. 25 Accounting for
Stock-Based Compensation Accounting for Stock-Based Compensation  Transition
and Disclosure
 29




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Foreign Currency Exchange Risk
  Interest Rate Sensitivity
  30




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##### Table of Contents



Item 4. Controls and Procedures
 (a) Evaluation of disclosure controls and procedures
   (b) Changes in Internal Control Over Financial Reporting
   31




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
 Factors That Could Affect Future Results
 Set forth below and elsewhere in this quarterly report on Form 10-Q, and in other documents we file
with the SEC, are risks and uncertainties that could cause actual results to differ materially from
the results contemplated by the forward-looking statements contained in this quarterly report on
Form 10-Q. Because of the following factors, as well as other variables affecting our operating
results, past financial performance should not be considered a reliable indicator of future
performance and investors should not use historical trends to anticipate results or trends in
future periods.
 Risks Related to Our Business
 We have a history of significant net losses, may incur significant net losses in the future and may
not achieve or maintain profitability.
  We have derived substantially all of our subscription revenues from sales of our SiteCatalyst
service. If our SiteCatalyst service is not widely accepted by new customers, our operating results
will be harmed.
  32




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##### Table of Contents



If we are unable to attract new customers or to sell additional services to our existing customers,
our revenue growth will be adversely affected.
  Our business depends substantially on customers renewing their subscriptions for our online
business optimization services. Any decline in our customer renewals would harm our future
operating results.
  The significant capital requirements of our business model make it more difficult to achieve
positive cash flow and profitability if we continue to grow rapidly.
  Our growth depends upon our ability to add new and retain existing large customers; however, to the
extent we are successful in doing so, our gross margins and ability to achieve profitability and
positive cash flow may be impaired.
  33




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##### Table of Contents



Because we recognize subscription revenue over the term of the applicable agreement, the lack of
subscription renewals or new service agreements may not immediately be reflected in our operating
results.
  We have limited experience with respect to our pricing model and if the prices we charge for our
services are unacceptable to our customers, our revenues and operating results will be harmed.
  If we are unable to develop or acquire new services, our revenue growth will be harmed.
  Our quarterly results of operations may fluctuate in the future. As a result, we may fail to meet
or exceed the expectations of securities analysts or investors, which could cause our stock price
to decline.
  
    
    our ability to increase sales to existing customers and attract new customers;
    
    the addition or loss of large customers;
 34




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##### Table of Contents




    
    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;
    
    seasonal variations in the demand for our services and the implementation cycles for our new customers;
    
    levels of revenues from our larger customers, which have lower per transaction pricing due to higher
transaction commitments;
    
    changes in our pricing policies or those of our competitors;
    
    service outages or security breaches;
    
    the extent to which any of our significant customers terminate their service agreements with us or
reduce the number of transactions from which we capture data pursuant to their service agreements;
    
    limitations of the capacity of our network and systems;
    
    the timing of costs related to the development or acquisition of technologies, services or businesses;
    
    general economic, industry and market conditions and those conditions specific to Internet usage and
online businesses;
    
    the purchasing and budgeting cycles of our customers; and
    
    geopolitical events such as war, threat of war or terrorist actions.
  The market for on-demand services, in general, and for online business optimization services, in
particular, is at an early stage of development, and if it does not develop or develops more slowly
than we expect, our business will be harmed.
  
    
    the security capabilities, reliability and availability of on-demand services;
    
    customer concerns with entrusting a third party to store and manage their data;
    
    public concern regarding privacy;
    
    the level of customization or configuration we offer;
 35




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##### Table of Contents




    
    our ability to maintain high levels of customer satisfaction;
    
    our ability to provide reports in real time during periods of intense activity on customer websites;
    
    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., Nedstat Ltd., WebSideStory, Inc. and WebTrends Inc.
that offer on-demand services;
    
    software vendors such as Epiphany, Inc. (acquired by SSA Global), NetRatings, Inc., Sane Solutions,
LLC (acquired by Unica Corporation) and SAS Institute, Inc.; and
    
    online marketing service providers such as aQuantive, Inc., DoubleClick Inc. and 24/7 Real Media, Inc.
   
    
    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.
   36




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##### Table of Contents



We rely on a small number of third-party service providers to host and deliver our services, and
any interruptions or delays in services from these third parties could impair the delivery of our
services and harm our business.
     If we fail to respond to rapidly changing technological developments or evolving industry
standards, our services may become obsolete or less competitive.
  We have experienced rapid growth in recent periods. If we fail to manage our growth effectively, we
may be unable to execute our business plan, maintain high levels of service or address competitive
challenges adequately.
  37




---



##### Table of Contents



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.
  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;
 38




---



##### Table of Contents




    
    potentially adverse tax consequences, including the complexities of foreign value added tax systems and
restrictions on the repatriation of earnings;
    
    localization of our services, including translation into foreign languages and associated expenses;
    
    dependence on certain third parties to increase customer subscriptions;
    
    the burdens of complying with a wide variety of foreign laws and different legal standards;
    
    increased financial accounting and reporting burdens and complexities;
    
    political, social and economic instability abroad, terrorist attacks and security concerns in general; and
    
    reduced or varied protection for intellectual property rights in some countries.
    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.
  39




---



##### Table of Contents



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.
  40




---



##### Table of Contents



We rely on our management team and need additional personnel to grow our business, and the loss of
one or more key employees or the inability to attract and retain qualified personnel could harm our
business.
  We may expand through acquisitions of, or investments in, other companies, each of which may divert
our managements attention, resulting in additional dilution to our stockholders and consumption of
resources that are necessary to sustain our business.
    41




---



##### Table of Contents




    
    issue additional equity securities that would dilute our stockholders;
    
    use cash 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;
    
    incur large charges or substantial liabilities;
    
    encounter difficulties retaining key employees of the acquired company or integrating diverse
business cultures; and
    
    become subject to adverse tax consequences, substantial depreciation or deferred compensation charges.
 Material defects or errors in our software we use to deliver our services could harm our
reputation, result in significant costs to us and impair our ability to sell our services.
  
    
    lost or delayed market acceptance and sales of our services;
    
    sales credits or refunds to our customers;
    
    loss of customers;
    
    diversion of development resources;
    
    injury to our reputation; and
    
    increased warranty and insurance costs.
  Changes in financial accounting standards or practices may cause adverse, unexpected financial
reporting fluctuations and affect our reported results of operations.
 Share-Based Payment
 42




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##### Table of Contents



We might require additional capital to support business growth, and this capital might not be
available on acceptable terms, or at all.
  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.
  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.
  43




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##### Table of Contents



We interact with consumers through our customers, so we may be held accountable for our customers
handling of the consumers personal information.
   Domestic or foreign laws or regulations may limit our ability to collect and use Internet user
information, resulting in a decrease in the value of our services and having an adverse impact on
the sales of our services.
    44




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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.
  Internet-related and other laws could adversely affect our business.
  45




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##### Table of Contents



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 Sales of Unregistered Securities
       46




---



##### Table of Contents



Use of Proceeds from Public Offering of Common Stock
   
 Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  
    
    Election of New Director.Effective May 15, 2006, stockholders
holding a total of 23,047,165 shares of our stock out of 36,484,194 shares issued
and outstanding (on an as-converted to common stock basis) approved, by written
consent without a meeting, the election of Dana L. Evan to serve as a member of our
Board of Directors until her successor has been duly elected and qualified.
    
    Various Actions taken in connection with our Initial Public
Offering.Effective June 19, 2006, stockholders holding a total of 23,047,165
shares of our stock out of 36,509,194 shares issued and outstanding (on an
as-converted to common stock basis) approved, by written consent without a meeting,
each of the following:
 o
    
    The amendment and restatement of our Certificate of
Incorporation to effect the 1-for-2 reverse stock split of our common stock
and preferred stock;o
    
    The amendment and restatement of our Certificate of
Incorporation, to be effective upon the conversion of all of our currently
outstanding preferred stock into common stock immediately prior to the
closing of our IPO, to, among other things, (1) authorize 250,000,000 shares
of common stock with the rights and preferences set forth in the Certificate
of Incorporation; (2) delete all references to series of preferred stock and
instead authorize 10,000,000 shares of
undesignated shares of authorized preferred stock; (3) provide for a staggered
board of three classes of directors; (4) eliminate actions by written consent
of the stockholders; and (5) provide for certain other amendments;
 47




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##### Table of Contents



o
    
    The amendment and restatement of our Bylaws, to be
effective upon the completion of the IPO, to, among other things, conform its
provisions to those of our Certificate of Incorporation;o
    
    The adoption of our 2006 Equity Incentive Plan, including,
among other things, reserving 2,255,296 shares of common stock for issuance
under the plan, plus(1) a maximum of 8,876,410 shares from our 1999 Equity
Incentive Plan that are not issued or subject to outstanding grants under
that plan, (2) any shares of common stock issued under that plan that are
forfeited or repurchased by us or that would be issuable upon exercise of
options that expire or become unexerciseable for any reason without having
been exercised in full, and (3) an annual increase to be added on the first
day of our fiscal year beginning with our 2007 fiscal year, equal to the
lesser of (a) 30,000,000 shares of Common Stock, or (b) five percent (5%) of
the outstanding shares of common stock on the last day of our immediately
preceding fiscal year;o
    
    The adoption of our 2006 Employee Stock Purchase Plan,
including, among other things, reserving 500,000 shares of common stock for
sale under the plan, plus (1) an annual increase to be added on the first day
of our fiscal year beginning with our 2007 fiscal year, equal to the lesser
of (a) 12,000,000 shares, (b) one percent (1%) of the outstanding shares of
common stock on the last day of our immediately preceding fiscal year, and
(c) such other amount as may be determined by our Board of Directors or a
committee thereof; ando
    
    The approval of our indemnification agreement to be entered
into with each of the current and future officers (that is, our chief
executive officer, our chief financial officer and all of our executive vice
presidents and senior vice presidents) and our directors.
 
 Item 5. Other Information.
  48




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##### Table of Contents



Item 6. Exhibits.
 (a) Exhibits
 3.1*
    
    Amended and Restated Certificate of Incorporation of the Registrant currently in effect3.2*
    
    Amended and Restated Bylaws of the Registrant currently in effect4.1(A)
    
    Specimen common stock certificate of the Registrant4.2(B)
    
    Amended and Restated Registration Rights Agreement, dated as of April 26, 2006, between the
Registrant and certain holders of the Registrants common stock named therein4.3(C)
    
    Silicon Valley Bank Second Amended and Restated Loan and Security Agreement dated January 10,
200610.1(C)
    
    Form of Indemnification Agreement entered into by and between the Registrant and each of its
directors and officers10.2A(D)
    
    1999 Equity Incentive Plan of the Registrant, as amended10.2B(D)
    
    Forms of Stock Option Agreement under the 1999 Equity Incentive Plan10.2C(B)
    
    Form of Stock Option Agreement under the 1999 Equity Incentive Plan entered into by and among
the Registrant and its Named Executive Officers and non-employee directors10.3A(D)
    
    2006 Equity Incentive Plan of the Registrant10.3B(D)
    
    Form of Stock Option Agreement under the 2006 Equity Incentive Plan10.4A(D)
    
    2006 Employee Stock Purchase Plan of the Registrant10.4B(D)
    
    Form of Subscription Agreement under 2006 Employee Stock Purchase Plan10.5(A)
    
    Amended and Restated Employment Agreement between the Registrant and Joshua G. James10.6(A)
    
    Amended and Restated Employment Agreement between the Registrant and John R. Pestana10.7(D)
    
    Offer Letter with Michael S. Herring, dated October 20, 200410.8A(D)
    
    Basic Lease Information and Canyon Park Technology Center Office Building Lease Agreement,
dated as of May 9, 2003, between the Registrant and TCU Properties I, LLC10.8B(D)
    
    First Amendment to Basic Lease Information and Canyon Park Technology Center Office Building
Lease Agreement, dated May 6, 2004, between the Registrant and TCU Properties I, LLC10.8C(D)
    
    Second Amendment to Basic Lease Information and Canyon Park Technology Center Office Building
Lease Agreement, dated December 8, 2004, between the Registrant and TCU Properties I, LLC
 49




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##### Table of Contents



10.8D(D)
    
    Third Amendment to Basic Lease Information and Canyon Park Technology Center Office Building
Lease Agreement, dated April 30, 2005, between the Registrant and TCU Properties I, LLC10.8E(D)
    
    Fourth Amendment to Basic Lease Information and Canyon Park Technology Center Office Building
Lease Agreement, dated May 31, 2005, between the Registrant and TCU Properties I, LLC10.8F(D)
    
    Fifth Amendment to Basic Lease Information and Canyon Park Technology Center Office Building
Lease Agreement, dated January 25, 2006, between the Registrant and TCU Properties I, LLC10.9(E)
    
    Settlement and Patent License Agreement, dated February 28, 2006, by and between NetRatings,
Inc. and the Registrant10.10(E)
    
    NetObjects, Inc. Warrant to Purchase Stock dated March 26, 200210.11(E)
    
    Silicon Valley Bank Warrant to Purchase Stock dated April 10, 200010.12(A)
    
    Change of Control Agreement between the Registrant and Joshua G. James10.13(A)
    
    Change of Control Agreement between the Registrant and John R. Pestana10.14(A)
    
    Form of Change of Control Agreement between Registrant and Brett M. Error and Christopher C.
Harrington10.15(A)
    
    Change of Control Agreement between the Registrant and Michael S. Herring31.1*
    
    Certification of Chief Executive Officer and President Pursuant to Exchange Act Rule 13a-14(a)31.2*
    
    Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a)32.1*
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    Filed herewith.
    
    Portions of this exhibit have been omitted pending a determination by the Securities and Exchange Commission
as to whether these portions should be granted confidential treatment.(A)
    
    Incorporated by reference to Exhibit 3.2B filed with Amendment No. 4 to the Registrants Registration
Statement on Form S-1 (File No. 333-132987) on June 22, 2006.(B)
    
    Incorporated by reference to exhibits of the same number filed with Amendment No. 3 to the Registrants
Registration Statement on Form S-1 (File No. 333-132987) on June 9, 2006.(C)
    
    Incorporated by reference to exhibits of the same number filed with Amendment No. 2 to the Registrants
Registration Statement on Form S-1 (File No. 333-132987) on May 24, 2006.(D)
    
    Incorporated by reference to exhibits of the same number filed with the Registrants Registration Statement
on Form S-1 (File No. 333-132987) on April 4, 2006.(E)
    
    Incorporated by reference to exhibits of the same number filed with Amendment No. 1 to the Registrants
Registration Statement on Form S-1 (File No. 333-132987) on May 8, 2006. 50




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##### Table of Contents



SIGNATURES
  OMNITURE, INC.(Registrant)Date: August 11, 2006
    
    /s/ Joshua G. James

Joshua G. James
Chief Executive Officer, President and Director(Principal Executive Officer)Date: August 11, 2006
    
    /s/ Michael S. Herring

Michael S. HerringChief Financial Officer(Principal Financial and Accounting Officer)
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##### Table of Contents



EXHIBIT INDEX
 (a) Exhibits
 3.1*
    
    Amended and Restated Certificate of Incorporation of the Registrant currently in effect3.2*
    
    Amended and Restated Bylaws of the Registrant currently in effect4.1(A)
    
    Specimen common stock certificate of the Registrant4.2(B)
    
    Amended and Restated Registration Rights Agreement, dated as of April 26, 2006, between the
Registrant and certain holders of the Registrants common stock named therein4.3(C)
    
    Silicon Valley Bank Second Amended and Restated Loan and Security Agreement dated January 10,
200610.1(C)
    
    Form of Indemnification Agreement entered into by and between the Registrant and each of its
directors and officers10.2A(D)
    
    1999 Equity Incentive Plan of the Registrant, as amended10.2B(D)
    
    Forms of Stock Option Agreement under the 1999 Equity Incentive Plan10.2C(B)
    
    Form of Stock Option Agreement under the 1999 Equity Incentive Plan entered into by and among
the Registrant and its Named Executive Officers and non-employee directors10.3A(D)
    
    2006 Equity Incentive Plan of the Registrant10.3B(D)
    
    Form of Stock Option Agreement under the 2006 Equity Incentive Plan10.4A(D)
    
    2006 Employee Stock Purchase Plan of the Registrant10.4B(D)
    
    Form of Subscription Agreement under 2006 Employee Stock Purchase Plan10.5(A)
    
    Amended and Restated Employment Agreement between the Registrant and Joshua G. James10.6(A)
    
    Amended and Restated Employment Agreement between the Registrant and John R. Pestana10.7(D)
    
    Offer Letter with Michael S. Herring, dated October 20, 200410.8A(D)
    
    Basic Lease Information and Canyon Park Technology Center Office Building Lease Agreement,
dated as of May 9, 2003, between the Registrant and TCU Properties I, LLC10.8B(D)
    
    First Amendment to Basic Lease Information and Canyon Park Technology Center Office Building
Lease Agreement, dated May 6, 2004, between the Registrant and TCU Properties I, LLC10.8C(D)
    
    Second Amendment to Basic Lease Information and Canyon Park Technology Center Office Building
Lease Agreement, dated December 8, 2004, between the Registrant and TCU Properties I, LLC
 52




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##### Table of Contents



10.8D(D)
    
    Third Amendment to Basic Lease Information and Canyon Park Technology Center Office Building
Lease Agreement, dated April 30, 2005, between the Registrant and TCU Properties I, LLC10.8E(D)
    
    Fourth Amendment to Basic Lease Information and Canyon Park Technology Center Office Building
Lease Agreement, dated May 31, 2005, between the Registrant and TCU Properties I, LLC10.8F(D)
    
    Fifth Amendment to Basic Lease Information and Canyon Park Technology Center Office Building
Lease Agreement, dated January 25, 2006, between the Registrant and TCU Properties I, LLC10.9(E)
    
    Settlement and Patent License Agreement, dated February 28, 2006, by and between NetRatings,
Inc. and the Registrant10.10(E)
    
    NetObjects, Inc. Warrant to Purchase Stock dated March 26, 200210.11(E)
    
    Silicon Valley Bank Warrant to Purchase Stock dated April 10, 200010.12(A)
    
    Change of Control Agreement between the Registrant and Joshua G. James10.13(A)
    
    Change of Control Agreement between the Registrant and John R. Pestana10.14(A)
    
    Form of Change of Control Agreement between Registrant and Brett M. Error and Christopher C.
Harrington10.15(A)
    
    Change of Control Agreement between the Registrant and Michael S. Herring31.1*
    
    Certification of Chief Executive Officer and President Pursuant to Exchange Act Rule 13a-14(a)31.2*
    
    Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a)32.1*
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    Filed herewith.
    
    Portions of this exhibit have been omitted pending a determination by the Securities and Exchange Commission
as to whether these portions should be granted confidential treatment.(A)
    
    Incorporated by reference to Exhibit 3.2B filed with Amendment No. 4 to the Registrants Registration
Statement on Form S-1 (File No. 333-132987) on June 22, 2006.(B)
    
    Incorporated by reference to exhibits of the same number filed with Amendment No. 3 to the Registrants
Registration Statement on Form S-1 (File No. 333-132987) on June 9, 2006.(C)
    
    Incorporated by reference to exhibits of the same number filed with Amendment No. 2 to the Registrants
Registration Statement on Form S-1 (File No. 333-132987) on May 24, 2006.(D)
    
    Incorporated by reference to exhibits of the same number filed with the Registrants Registration Statement
on Form S-1 (File No. 333-132987) on April 4, 2006.(E)
    
    Incorporated by reference to exhibits of the same number filed with Amendment No. 1 to the Registrants
Registration Statement on Form S-1 (File No. 333-132987) on May 8, 2006. 53