##### 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 June 30, 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
(State or other jurisdiction of 
incorporation or organization)
    
    87-0619936
(IRS Employer
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
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



TABLE OF CONTENTS
 PART I. FINANCIAL INFORMATION
    
    
    1ITEM 1. Financial Statements
    
    
    1ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    21ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    39ITEM 4. Controls and Procedures
    
    
    40PART II. OTHER INFORMATION
    
    
    42ITEM 1. Legal Proceedings
    
    
    42ITEM 1A. Risk Factors
    
    
    42ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    60ITEM 3. Defaults Upon Senior Securities
    
    
    61ITEM 4. Submission of Matters to a Vote of Security Holders
    
    
    61ITEM 5. Other Information
    
    
    61ITEM 6. Exhibits
    
    
    62SIGNATURES
    
    
    66INDEX 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,
    
    
    June 30,2008
    
    
    2009Assets:Current assets:Cash and cash equivalents
    
    $
    67,020
    
    
    $
    86,912Short-term investments
    
    
    9,997
    
    
    
    29,973Accounts receivable, net of allowances of $9,884 and $11,642
at December 31, 2008 and June 30, 2009, respectively
    
    
    106,810
    
    
    
    119,053Prepaid expenses and other current assets
    
    
    10,369
    
    
    
    9,858Total current assets
    
    
    194,196
    
    
    
    245,796Property and equipment, net
    
    
    61,482
    
    
    
    59,135Intangible assets, net
    
    
    137,505
    
    
    
    120,941Goodwill
    
    
    427,565
    
    
    
    426,676Long-term investments
    
    
    18,136
    
    
    
    13,993Other assets
    
    
    3,316
    
    
    
    3,041Total assets
    
    $
    842,200
    
    
    $
    869,582Liabilities and Stockholders Equity:Current liabilities:Accounts payable
    
    $
    7,662
    
    
    $
    6,500Accrued liabilities
    
    
    41,179
    
    
    
    35,616Current portion of deferred revenues
    
    
    101,728
    
    
    
    113,564Current portion of notes payable
    
    
    1,617
    
    
    
    1,958Current portion of capital lease obligations
    
    
    150
    
    
    
    88Total current liabilities
    
    
    152,336
    
    
    
    157,726Deferred revenues, less current portion
    
    
    10,222
    
    
    
    6,976Notes payable, less current portion
    
    
    13,528
    
    
    
    12,750Capital lease obligations, less current portion
    
    
    79
    
    
    
    48Other liabilities
    
    
    8,467
    
    
    
    7,921Commitments and contingenciesStockholders equity:Preferred stock
    
    
    
    
    
    
    Common stock
    
    
    73
    
    
    
    76Additional paid-in capital
    
    
    754,151
    
    
    
    793,345Deferred stock-based compensation
    
    
    (366
    )
    
    
    (80
    )Accumulated other comprehensive loss
    
    
    (3,256
    )
    
    
    (3,085
    )Accumulated deficit
    
    
    (93,034
    )
    
    
    (106,095
    )Total stockholders equity
    
    
    657,568
    
    
    
    684,161Total liabilities and stockholders equity
    
    $
    842,200
    
    
    $
    869,582
 See accompanying notes to the condensed consolidated financial statements.
 1




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##### Table of Contents



OMNITURE, INC.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
 Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2008
    
    
    2009
    
    
    2008
    
    
    2009Revenues:Subscription, license and maintenance
    
    $
    64,601
    
    
    $
    77,349
    
    
    $
    121,770
    
    
    $
    154,340Professional services and other
    
    
    7,019
    
    
    
    10,223
    
    
    
    13,063
    
    
    
    20,389Total revenues
    
    
    71,620
    
    
    
    87,572
    
    
    
    134,833
    
    
    
    174,729Cost of revenues:Subscription, license and maintenance
    
    
    27,071
    
    
    
    32,748
    
    
    
    50,864
    
    
    
    63,916Professional services and other
    
    
    3,627
    
    
    
    4,141
    
    
    
    6,761
    
    
    
    8,564Total cost of revenues
    
    
    30,698
    
    
    
    36,889
    
    
    
    57,625
    
    
    
    72,480Gross profit
    
    
    40,922
    
    
    
    50,683
    
    
    
    77,208
    
    
    
    102,249Operating expenses:Sales and marketing
    
    
    32,170
    
    
    
    33,413
    
    
    
    63,386
    
    
    
    70,915Research and development
    
    
    8,849
    
    
    
    8,946
    
    
    
    18,650
    
    
    
    18,126General and administrative
    
    
    11,815
    
    
    
    11,857
    
    
    
    22,629
    
    
    
    23,407Total operating expenses
    
    
    52,834
    
    
    
    54,216
    
    
    
    104,665
    
    
    
    112,448Loss from operations
    
    
    (11,912
    )
    
    
    (3,533
    )
    
    
    (27,457
    )
    
    
    (10,199
    )Interest income
    
    
    343
    
    
    
    67
    
    
    
    1,291
    
    
    
    192Interest expense
    
    
    (230
    )
    
    
    (324
    )
    
    
    (457
    )
    
    
    (680
    )Other income (expense), net
    
    
    47
    
    
    
    (551
    )
    
    
    44
    
    
    
    (1,253
    )Loss before income taxes
    
    
    (11,752
    )
    
    
    (4,341
    )
    
    
    (26,579
    )
    
    
    (11,940
    )(Benefit from) provision for income taxes
    
    
    (5,291
    )
    
    
    538
    
    
    
    (7,176
    )
    
    
    1,121Net loss
    
    $
    (6,461
    )
    
    $
    (4,879
    )
    
    $
    (19,403
    )
    
    $
    (13,061
    )Net loss per share, basic and diluted
    
    $
    (0.09
    )
    
    $
    (0.06
    )
    
    $
    (0.28
    )
    
    $
    (0.17
    )Weighted-average number of shares, basic and diluted
    
    
    71,720
    
    
    
    76,286
    
    
    
    70,450
    
    
    
    75,668
 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 30,2008
    
    
    2009Cash flows from operating activities:Net loss
    
    $
    (19,403
    )
    
    $
    (13,061
    )Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation and amortization
    
    
    26,400
    
    
    
    30,064Stock-based compensation
    
    
    17,302
    
    
    
    14,459Other non-cash transactions
    
    
    (7,921
    )
    
    
    (32
    )Gain from reduction in acquisition-related tax liabilities
    
    
    (252
    )
    
    
    Loss on foreign currency forward contracts, net
    
    
    
    
    
    
    1,787Changes in operating assets and liabilities:Accounts receivable, net
    
    
    (27,703
    )
    
    
    (11,709
    )Prepaid expenses and other assets
    
    
    2,009
    
    
    
    893Accounts payable
    
    
    6,224
    
    
    
    (1,254
    )Accrued and other liabilities
    
    
    (2,011
    )
    
    
    (1,010
    )Deferred revenues
    
    
    36,966
    
    
    
    7,891Net cash provided by operating activities
    
    
    31,611
    
    
    
    28,028Cash flows from investing activities:Purchases of investments
    
    
    (19,831
    )
    
    
    (39,938
    )Proceeds from sales of investments
    
    
    36,970
    
    
    
    5,000Proceeds from maturities of investments
    
    
    5,000
    
    
    
    20,000Purchases of property and equipment
    
    
    (28,002
    )
    
    
    (11,590
    )Purchases of intangible assets
    
    
    (2,874
    )
    
    
    (458
    )Foreign currency forward contracts
    
    
    
    
    
    
    (2,168
    )Business acquisitions, net of cash acquired
    
    
    (59,721
    )
    
    
    (3,589
    )Net cash used in investing activities
    
    
    (68,458
    )
    
    
    (32,743
    )Cash flows from financing activities:Proceeds from exercise of stock options
    
    
    6,081
    
    
    
    915Proceeds from employee stock purchase plan
    
    
    125
    
    
    
    196Proceeds from issuance of common stock
    
    
    
    
    
    
    25,000Repurchases of vested restricted stock
    
    
    (963
    )
    
    
    (1,103
    )Proceeds from issuance of notes payable, net of issuance costs
    
    
    8,006
    
    
    
    (51
    )Principal payments on notes payable and capital lease obligations
    
    
    (6,269
    )
    
    
    (539
    )Net cash provided by financing activities
    
    
    6,980
    
    
    
    24,418Effect of exchange rate changes on cash and cash equivalents
    
    
    195
    
    
    
    189Net (decrease) increase in cash and cash equivalents
    
    
    (29,672
    )
    
    
    19,892Cash and cash equivalents at beginning of period
    
    
    77,765
    
    
    
    67,020Cash and cash equivalents at end of period
    
    $
    48,093
    
    
    $
    86,912
 See accompanying notes to the condensed consolidated financial statements.
 3




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##### Table of Contents



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
  Subsequent Events
  4




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements  (Continued) 
(unaudited)
 Revenue Recognition
   
    
    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.
       Foreign Currency
  5




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##### Table of Contents



Omniture, Inc.
Notes to Condensed Consolidated Financial Statements  (Continued)
(unaudited)
  Cash and Cash Equivalents and Short-term Investments
  Comprehensive Loss
  Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2008
    
    
    2009
    
    
    2008
    
    
    2009Net loss
    
    $
    (6,461
    )
    
    $
    (4,879
    )
    
    $
    (19,403
    )
    
    $
    (13,061
    )Net foreign currency translation gain (loss)
    
    
    38
    
    
    
    (392
    )
    
    
    326
    
    
    
    (687
    )Reclassification adjustment for realized gain on available-for-sale securities
    
    
    3
    
    
    
    
    
    
    
    (15
    )
    
    
    Unrealized gain (loss) on available-for-sale securities
    
    
    (207
    )
    
    
    11
    
    
    
    (1,086
    )
    
    
    862Other
    
    
    
    
    
    
    (16
    )
    
    
    
    
    
    
    (4
    )Comprehensive loss
    
    $
    (6,627
    )
    
    $
    (5,276
    )
    
    $
    (20,178
    )
    
    $
    (12,890
    )
 Recent Accounting Pronouncements
 Effective Date of FASB Statement No. 157 Fair Value Measurements,
 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 Interim Disclosures about
Fair Value of Financial Instruments
   6




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##### Table of Contents



Omniture, Inc.
Notes to Condensed Consolidated Financial Statements  (Continued)
(unaudited)
  2. Acquisitions
 Touch Clarity Limited
  Visual Sciences, Inc.
  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)
    
    
    (24
    )
    
    
    (834
    )
    
    
    (858
    )Accrual releases(1)
    
    
    (240
    )
    
    
    (482
    )
    
    
    (722
    )Non-cash charges(3)
    
    
    
    
    
    
    (144
    )
    
    
    (144
    )Balance at June 30, 2009
    
    $
    1
    
    
    $
    1,505
    
    
    $
    1,506
 
 (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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##### Table of Contents



Omniture, Inc.
Notes to Condensed Consolidated Financial Statements  (Continued)
(unaudited)
    Severance and
    
    
    ExcessBenefits
    
    
    Facilities
    
    
    TotalBalance at December 31, 2008
    
    $
    79
    
    
    $
    1,229
    
    
    $
    1,308Costs accrued(1)
    
    
    
    
    
    
    7
    
    
    
    7Cash payments
    
    
    (68
    )
    
    
    (249
    )
    
    
    (317
    )Accrual releases(1)
    
    
    
    
    
    
    (185
    )
    
    
    (185
    )Non-cash charges
    
    
    (11
    )
    
    
    
    
    
    
    (11
    )Balance at June 30, 2009
    
    $
    
    
    
    $
    802
    
    
    $
    802
 
 (1)
    
    Recorded to goodwill and included as a component of the aggregate purchase
price of the Mercado acquisition.(2)
    
    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. Pro Forma Information
  Three Months
    
    Six MonthsEnded June 30,
    
    Ended June 30,2008
    
    2009
    
    2008
    
    2009Revenues
    
    $
    79,672
    
    
    $
    87,919
    
    
    $
    142,013
    
    
    $
    175,688Loss from operations
    
    
    (10,348
    )
    
    
    (3,186
    )
    
    
    (37,958
    )
    
    
    (9,240
    )Net loss
    
    
    (5,320
    )
    
    
    (4,532
    )
    
    
    (30,860
    )
    
    
    (12,102
    )Net loss per share, basic and diluted
    
    $
    (0.07
    )
    
    $
    (0.06
    )
    
    $
    (0.43
    )
    
    $
    (0.16
    )
 3. Stockholders Equity
 WPP Common Stock Purchase Agreement
  8




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##### Table of Contents



Omniture, Inc.
Notes to Condensed Consolidated Financial Statements  (Continued)
(unaudited)
 Warrants
  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)
  Six MonthsEnded June 30,2008
    
    2009Expected volatility
    
    
    52%-53
    %
    
    
    60
    %Expected term (in years)
    
    
    3.8
    
    
    
    4.8Risk-free interest rate
    
    
    2.1%-3.2
    %
    
    
    1.7%-2.5
    %Expected dividends
    
    
    
    
    
    
    
 Stock Option Exchange
    Stock Option Activity
  Weighted-AverageNumber of
    
    
    Weighted-
    
    
    RemainingShares Subject
    
    
    Average
    
    
    Contractual
    
    
    Aggregateto Outstanding
    
    
    Exercise Price
    
    
    Term
    
    
    IntrinsicEquity Awards
    
    
    Per Share
    
    
    (in Years)
    
    
    Value(4)(in thousands)Outstanding at December 31, 2008
    
    
    12,209,110
    
    
    $
    14.80Granted(1)
    
    
    4,435,488
    
    
    
    12.45Exercised
    
    
    (523,377
    )
    
    
    1.75Canceled(2)
    
    
    (4,601,970
    )
    
    
    22.11Outstanding at June 30, 2009
    
    
    11,519,251
    
    
    
    11.56
    
    
    
    6.7
    
    
    $
    34,137Vested and expected to vest at June 30, 2009(3)
    
    
    8,745,294
    
    
    
    13.87
    
    
    
    7.2
    
    
    
    10,310Exercisable at June 30, 2009
    
    
    4,593,915
    
    
    
    10.16
    
    
    
    5.7
    
    
    
    25,480
 
 (1)
    
    Includes 3,109,238 shares granted in connection with the Exchange Offer on June 15,
2009.(2)
    
    Includes 4,388,243 shares cancelled in connection with the Exchange Offer on June
15, 2009.(3)
    
    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.(4)
    
    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 June 30, 2009. 10




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements  (Continued)
(unaudited)
  Six MonthsEnded June 30,2008
    
    2009Weighted-average, grant-date fair value of stock options granted
    
    $
    10.57
    (1)
    
    $
    5.68
    (4)Weighted-average exercise price of stock options granted
    
    
    23.68
    (1)
    
    
    12.45Aggregate intrinsic value of stock options exercised (in thousands)(2)
    
    
    33,028
    
    
    
    6,141Weighted-average, grant-date fair value of stock options forfeited(3)
    
    $
    11.42
    
    
    $
    10.64Number of stock options forfeited(3)
    
    
    703,227
    
    
    
    4,551,625
 
 (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.(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.(4)
    
    Excludes 3,109,238 shares granted in connection with the Exchange Offer on June 15, 2009. 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
    
    
    464,500
    
    
    
    10.98Vested
    
    
    (273,223
    )
    
    
    24.77Forfeited
    
    
    (32,392
    )
    
    
    29.21Unvested RSUs and RSAs at June 30, 2009
    
    
    1,143,882
    
    
    
    18.76
  11




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements  (Continued)
(unaudited)
 Repurchases of Vested Restricted Stock
  Stock-based Compensation Expense
  Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2008
    
    
    2009
    
    
    2008
    
    
    2009Cost of subscription, license and maintenance revenues
    
    $
    865
    
    
    $
    753
    
    
    $
    2,492
    
    
    $
    1,529Cost of professional services and other revenues
    
    
    232
    
    
    
    204
    
    
    
    491
    
    
    
    412Sales and marketing
    
    
    3,119
    
    
    
    2,862
    
    
    
    6,277
    
    
    
    6,053Research and development
    
    
    1,512
    
    
    
    1,313
    
    
    
    3,840
    
    
    
    2,485General and administrative
    
    
    2,423
    
    
    
    1,957
    
    
    
    4,202
    
    
    
    3,980$
    8,151
    
    
    $
    7,089
    
    
    $
    17,302
    
    
    $
    14,459
 4. Concentrations of Credit Risk and Significant Customers
   Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2008
    
    
    2009
    
    
    2008
    
    
    2009Revenues from customers within the United States
    
    $
    52,024
    
    
    $
    62,895
    
    
    $
    98,108
    
    
    $
    125,797Revenues from customers outside the United States
    
    
    19,596
    
    
    
    24,677
    
    
    
    36,725
    
    
    
    48,932Total revenues
    
    $
    71,620
    
    
    $
    87,572
    
    
    $
    134,833
    
    
    $
    174,729Revenues from customers outside the United States as
a percentage of total revenues
    
    
    27
    %
    
    
    28
    %
    
    
    27
    %
    
    
    28
    %
 5. Net Loss Per Share
  Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2008
    
    
    2009
    
    
    2008
    
    
    2009Numerator:Net loss
    
    $
    (6,461
    )
    
    $
    (4,879
    )
    
    $
    (19,403
    )
    
    $
    (13,061
    )Denominator:Weighted-average common shares outstanding
    
    
    72,086
    
    
    
    76,286
    
    
    
    70,812
    
    
    
    75,678Weighted-average common shares outstanding subject to repurchase
    
    
    (366
    )
    
    
    
    
    
    
    (362
    )
    
    
    (10
    )Denominator for basic and diluted net loss per share
    
    
    71,720
    
    
    
    76,286
    
    
    
    70,450
    
    
    
    75,668
 12




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##### Table of Contents



Omniture, Inc.
Notes to Condensed Consolidated Financial Statements  (Continued)
(unaudited)
  Three Months
    
    Six MonthsEnded June 30,
    
    Ended June 30,2008
    
    2009
    
    2008
    
    2009Common shares outstanding subject to repurchase
    
    
    356
    
    
    
    
    
    
    
    353
    
    
    
    14Employee stock awards
    
    
    4,204
    
    
    
    2,552
    
    
    
    4,323
    
    
    
    2,537Warrants
    
    
    241
    
    
    
    238
    
    
    
    241
    
    
    
    237Unvested RSAs and RSUs
    
    
    25
    
    
    
    72
    
    
    
    23
    
    
    
    37
 6. Balance Sheet Accounts
 Cash, Cash Equivalents and Investments
  December 31, 2008Amortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueCash and cash equivalents:Cash
    
    $
    39,942
    
    
    $
    
    
    
    $
    
    
    
    $
    39,942Money market funds
    
    
    2,081
    
    
    
    
    
    
    
    
    
    
    
    2,081U.S. Government securities
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    20,000Corporate debt securities
    
    
    4,997
    
    
    
    
    
    
    
    
    
    
    
    4,997Total cash and cash equivalents
    
    $
    67,020
    
    
    $
    
    
    
    $
    
    
    
    $
    67,020Short-term investments:U.S. Government securities
    
    $
    4,997
    
    
    $
    
    
    
    $
    
    
    
    $
    4,997Corporate debt securities
    
    
    4,996
    
    
    
    4
    
    
    
    
    
    
    
    5,000Total short-term investments
    
    $
    9,993
    
    
    $
    4
    
    
    $
    
    
    
    $
    9,997Long-term investments:Auction rate securities
    
    $
    21,500
    
    
    $
    
    
    
    $
    (3,364
    )
    
    $
    18,136Total long-term investments
    
    $
    21,500
    
    
    $
    
    
    
    $
    (3,364
    )
    
    $
    18,136
 June 30, 2009Amortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueCash and cash equivalents:Cash
    
    $
    74,605
    
    
    $
    
    
    
    $
    
    
    
    $
    74,605Money market funds
    
    
    2,308
    
    
    
    
    
    
    
    
    
    
    
    2,308U.S. Government securities
    
    
    9,999
    
    
    
    
    
    
    
    
    
    
    
    9,999Total cash and cash equivalents
    
    $
    86,912
    
    
    $
    
    
    
    $
    
    
    
    $
    86,912Short-term investments:U.S. Government securities
    
    $
    29,963
    
    
    $
    10
    
    
    $
    
    
    
    $
    29,973Total short-term investments
    
    $
    29,963
    
    
    $
    10
    
    
    $
    
    
    
    $
    29,973Long-term investments:Auction rate securities
    
    $
    16,500
    
    
    $
    
    
    
    $
    (2,507
    )
    
    $
    13,993Total long-term investments
    
    $
    16,500
    
    
    $
    
    
    
    $
    (2,507
    )
    
    $
    13,993
 13




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##### Table of Contents



Omniture, Inc.
Notes to Condensed Consolidated Financial Statements  (Continued)
(unaudited)
   Three Months
    
    Six MonthsEnded June 30,
    
    Ended June 30,2008
    
    2009
    
    2008
    
    2009Gross realized gains
    
    $
    
    
    
    $
    
    
    
    $
    48
    
    
    $
    Gross realized losses
    
    
    (3
    )
    
    
    
    
    
    
    (3
    )
    
    
    
  Due in less than one year
    
    $
    39,972Due in 1 to 5 years
    
    
    Due in 5 to 10 years
    
    
    Due in greater than 10 years
    
    
    13,993$
    53,965
  Goodwill
  Balance at December 31, 2008
    
    $
    427,565Adjustments to goodwill related to 2008 acquisitions
    
    
    (889
    )Balance at June 30, 2009
    
    $
    426,676
 Notes Payable
  Interest
    
    
    Final Maturity
    
    
    December 31,
    
    
    June 30,Rate
    
    
    Date
    
    
    2008
    
    
    2009Term loan
    
    variable rate
    
    Dec. 2012
    
    $
    15,000
    
    
    $
    14,625Bank note payable
    
    
    9.07
    
    
    Apr. 2010
    
    
    133
    
    
    
    83Other notes payable
    
    variable rate
    
    May 2009
    
    
    12
    
    
    
    15,145
    
    
    
    14,708Less: current portion
    
    
    
    
    
    
    
    
    
    
    (1,617
    )
    
    
    (1,958
    )Notes payable, excluding current portion
    
    
    
    
    
    
    
    
    
    $
    13,528
    
    
    $
    12,750
  14




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##### Table of Contents



Omniture, Inc.
Notes to Condensed Consolidated Financial Statements  (Continued)
(unaudited)
      Year Ending December 31,Remaining six months in 2009
    
    $
    1,1772010
    
    
    1,5312011
    
    
    1,5002012
    
    
    10,5002013
    
    
    $
    14,708
 7. Derivative Financial Instruments
 Disclosures about
Derivative Instruments and Hedging Activities
 15




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##### Table of Contents



Omniture, Inc.
Notes to Condensed Consolidated Financial Statements  (Continued)
(unaudited)
 Foreign Currency Forward Contracts
  NotionalamountEuro (EUR)
    
    $
    9,701British pound (GBP)
    
    
    6,235Japanese yen (JPY)
    
    
    3,447Australian dollar (AUD)
    
    
    3,056Danish kroner (DKK)
    
    
    1,008Swedish krona (SEK)
    
    
    511$
    23,958
  Three Months
    
    Six MonthsEnded
    
    EndedJune 30, 2009
    
    June 30, 2009Classification
    
    Gain (loss), net
    
    Gain (loss), netForeign currency forward contracts
    
    Other expense, net
    
    $
    (1,963
    )
    
    $
    (1,787
    )
  June 30, 2009Classification
    
    Fair ValueForeign currency forward contracts
    
    Accrued liabilities
    
    $
    336
 8. Fair Value Measurements
     16




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##### Table of Contents



Omniture, Inc.
Notes to Condensed Consolidated Financial Statements  (Continued)
(unaudited)
  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
 Fair Value Measurements at June 30, 2009 UsingQuoted Pricesin Active
    
    
    SignificantMarkets For
    
    
    Other
    
    
    SignificantIdentical
    
    
    Observable
    
    
    UnobservableAssets
    
    
    Inputs
    
    
    Inputs(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    TotalCash equivalents:Money market funds
    
    $
    2,309
    
    
    $
    
    
    
    $
    
    
    
    $
    2,309U.S. Treasury Bills
    
    
    9,999
    
    
    
    
    
    
    
    
    
    
    
    9,999Short-term investments:U.S. Treasury Bills
    
    
    29,973
    
    
    
    
    
    
    
    
    
    
    
    29,973Long-term investments:Auction rate securities
    
    
    
    
    
    
    
    
    
    
    13,993
    
    
    
    13,993$
    42,281
    
    
    $
    
    
    
    $
    13,993
    
    
    $
    56,274Liabilities:Foreign currency forward contracts
    
    $
    
    
    
    $
    336
    
    
    $
    
    
    
    $
    336Total liabilities
    
    $
    
    
    
    $
    336
    
    
    $
    
    
    
    $
    336
  Auction RateSecuritiesBeginning balance at January 1, 2009
    
    $
    18,136Transfers to Level 2
    
    
    (4,143
    )Ending balance at June 30, 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 June 30, 2009
    
    $
    
 17




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##### Table of Contents



Omniture, Inc.
Notes to Condensed Consolidated Financial Statements  (Continued)
(unaudited)
    Fair Value of Other Financial Instruments
  9. Income Taxes
 Interim Financial Reporting Accounting for
Income Taxes in Interim Periods
 Accounting for Uncertainty in Income Taxes
   18




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##### Table of Contents



Omniture, Inc.
Notes to Condensed Consolidated Financial Statements  (Continued)
(unaudited)
 10. Commitments and Contingencies
 Litigation Settlement and Patent License Agreements
    Leases
   Capital
    
    
    OperatingYear ending December 31,
    
    Leases
    
    
    LeasesRemaining six months in 2009
    
    $
    86
    
    
    $
    10,0842010
    
    
    55
    
    
    
    18,0582011
    
    
    
    
    
    
    12,9142012
    
    
    
    
    
    
    7,6342013
    
    
    
    
    
    
    2,288Thereafter
    
    
    
    
    
    
    Less: minimum payments to be received from non-cancelable subleases
    
    
    
    
    
    
    (4,077
    )Total minimum lease payments, net
    
    
    141
    
    
    $
    46,901Less: imputed interest
    
    
    (5
    )Present value of minimum lease payments
    
    
    136Less: current portion
    
    
    (88
    )Capital lease obligations, less current portion
    
    $
    48
   19




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##### Table of Contents



Omniture, Inc.
Notes to Condensed Consolidated Financial Statements  (Continued)
(unaudited)
  Indemnification
  Warranties
    Other Legal Matters
  20




---



##### Table of Contents



ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
      Overview
  21




---



##### Table of Contents



Year Ended
    
    Six MonthsDecember 31,
    
    Ended June 30,2006
    
    2007
    
    2008
    
    2008
    
    2009(in thousands)Total revenues
    
    $
    79,749
    
    
    $
    143,127
    
    
    $
    295,613
    
    
    $
    134,833
    
    
    $
    174,729Cost of revenues and
operating expenses
    
    
    87,892
    
    
    
    156,449
    
    
    
    338,757
    
    
    
    162,290
    
    
    
    184,928Net loss
    
    
    (7,725
    )
    
    
    (9,429
    )
    
    
    (44,766
    )
    
    
    (19,403
    )
    
    
    (13,061
    )
    22




---



##### Table of Contents



How We Generate Revenues
  Subscription, License and Maintenance Revenues
      23




---



##### Table of Contents



Professional Services and Other Revenues
   Indirect Sales
  Cost of Revenues and Operating Expenses
 Cost of Revenues
  24




---



##### Table of Contents



Operating Expenses
     Allocated Overhead Expenses
  Stock-based Compensation Expenses
  Trends in Our Business
  25




---



##### Table of Contents



26




---



##### Table of Contents



Share-Based Payment
   27




---



##### Table of Contents



Results of Operations
  Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2008
    
    
    2009
    
    
    2008
    
    
    2009Revenues:Subscription, license and maintenance
    
    
    90
    %
    
    
    88
    %
    
    
    90
    %
    
    
    88
    %Professional services and other
    
    
    10
    
    
    
    12
    
    
    
    10
    
    
    
    12Total revenues
    
    
    100
    
    
    
    100
    
    
    
    100
    
    
    
    100Cost of revenues:Subscription, license and maintenance
    
    
    38
    
    
    
    37
    
    
    
    38
    
    
    
    36Professional services and other
    
    
    5
    
    
    
    5
    
    
    
    5
    
    
    
    5Total cost of revenues
    
    
    43
    
    
    
    42
    
    
    
    43
    
    
    
    41Gross profit
    
    
    57
    
    
    
    58
    
    
    
    57
    
    
    
    59Operating expenses:Sales and marketing
    
    
    45
    
    
    
    38
    
    
    
    47
    
    
    
    41Research and development
    
    
    12
    
    
    
    10
    
    
    
    14
    
    
    
    11General and administrative
    
    
    17
    
    
    
    14
    
    
    
    16
    
    
    
    13Total operating expenses
    
    
    74
    
    
    
    62
    
    
    
    77
    
    
    
    65Loss from operations
    
    
    (17
    )
    
    
    (4
    )
    
    
    (20
    )
    
    
    (6
    )Interest income
    
    
    1
    
    
    
    
    
    
    
    1
    
    
    
    Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other expense, net
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    (1
    )Loss before income taxes
    
    
    (16
    )
    
    
    (5
    )
    
    
    (19
    )
    
    
    (7
    )(Benefit from) provision for income taxes
    
    
    (7
    )
    
    
    1
    
    
    
    (5
    )
    
    
    Net loss
    
    
    (9
    )%
    
    
    (6
    )%
    
    
    (14
    )%
    
    
    (7
    )%
 Revenues
 Three Months
    
    
    
    
    
    
    Six MonthsEnded June 30,
    
    
    
    
    
    
    Ended June 30,2008
    
    
    2009
    
    

%Change
    
    
    2008
    
    
    2009
    
    

%Change(in thousands)
    
    
    
    
    
    
    (in thousands)Subscription, license and
maintenance
    
    $
    64,601
    
    
    $
    77,349
    
    
    
    20
    %
    
    $
    121,770
    
    
    $
    154,340
    
    
    
    27
    %Professional services and other
    
    
    7,019
    
    
    
    10,223
    
    
    
    46
    
    
    
    13,063
    
    
    
    20,389
    
    
    
    56Total revenues
    
    $
    71,620
    
    
    $
    87,572
    
    
    
    22
    %
    
    $
    134,833
    
    
    $
    174,729
    
    
    
    30
    %
   28




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##### Table of Contents



Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2008
    
    
    2009
    
    
    2008
    
    
    2009(in thousands)Revenues from customers within the United States
    
    $
    52,024
    
    
    $
    62,895
    
    
    $
    98,108
    
    
    $
    125,797Revenues from customers outside the United States
    
    
    19,596
    
    
    
    24,677
    
    
    
    36,725
    
    
    
    48,932Total revenues
    
    $
    71,620
    
    
    $
    87,572
    
    
    $
    134,833
    
    
    $
    174,729Revenues from customers outside the United
States as a percentage of total revenues
    
    
    27
    %
    
    
    28
    %
    
    
    27
    %
    
    
    28
    %
  Cost of Revenues
 Three Months
    
    
    
    
    
    
    Six MonthsEnded June 30,
    
    
    
    
    
    
    Ended June 30,2008
    
    
    2009
    
    
    %Change
    
    
    2008
    
    
    2009
    
    
    %Change(in thousands)
    
    
    
    
    
    
    (in thousands)Subscription, license and maintenance
    
    $
    27,071
    
    
    $
    32,748
    
    
    
    21
    %
    
    $
    50,864
    
    
    $
    63,916
    
    
    
    26
    %Professional services and other
    
    
    3,627
    
    
    
    4,141
    
    
    
    14
    
    
    
    6,761
    
    
    
    8,564
    
    
    
    27Total cost of revenues
    
    $
    30,698
    
    
    $
    36,889
    
    
    
    20
    %
    
    $
    57,625
    
    
    $
    72,480
    
    
    
    26
    %
  Three Months
    
    Six MonthsEnded June 30,
    
    Ended June 30,2008
    
    2009
    
    2008
    
    2009Subscription, license and maintenance
    
    
    42
    %
    
    
    42
    %
    
    
    42
    %
    
    
    41
    %Professional services and other
    
    
    52
    %
    
    
    41
    %
    
    
    52
    %
    
    
    42
    %
   29




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##### Table of Contents



Operating Expenses
 Three Months
    
    
    
    
    
    
    Six MonthsEnded June 30,
    
    
    
    
    
    
    Ended June 30,2008
    
    
    2009
    
    
    %Change
    
    
    2008
    
    
    2009
    
    
    %Change(in thousands)
    
    
    
    
    
    
    (in thousands)Sales and marketing
    
    $
    32,170
    
    
    $
    33,413
    
    
    
    4
    %
    
    $
    63,386
    
    
    $
    70,915
    
    
    
    12
    %Research and development
    
    
    8,849
    
    
    
    8,946
    
    
    
    1
    
    
    
    18,650
    
    
    
    18,126
    
    
    
    (3
    )General and administrative
    
    
    11,815
    
    
    
    11,857
    
    
    
    0
    
    
    
    22,629
    
    
    
    23,407
    
    
    
    3Total operating expenses
    
    $
    52,834
    
    
    $
    54,216
    
    
    
    3
    %
    
    $
    104,665
    
    
    $
    112,448
    
    
    
    7
    %
 Sales and Marketing
   Research and Development
  30




---



##### Table of Contents



General and Administrative
  Stock-based Compensation Expense
  Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2008
    
    
    2009
    
    
    2008
    
    
    2009(in thousands)Cost of subscription, license and maintenance revenues
    
    $
    865
    
    
    $
    753
    
    
    $
    2,492
    
    
    $
    1,529Cost of professional services and other revenues
    
    
    232
    
    
    
    204
    
    
    
    491
    
    
    
    412Sales and marketing
    
    
    3,119
    
    
    
    2,862
    
    
    
    6,277
    
    
    
    6,053Research and development
    
    
    1,512
    
    
    
    1,313
    
    
    
    3,840
    
    
    
    2,485General and administrative
    
    
    2,423
    
    
    
    1,957
    
    
    
    4,202
    
    
    
    3,980$
    8,151
    
    
    $
    7,089
    
    
    $
    17,302
    
    
    $
    14,459
  Interest Income, Interest Expense and Other Expense, Net
 Three Months
    
    Six MonthsEnded June 30,
    
    Ended June 30,2008
    
    2009
    
    2008
    
    2009(in thousands)Interest income
    
    $
    343
    
    
    $
    67
    
    
    $
    1,291
    
    
    $
    192Interest expense
    
    
    (230
    )
    
    
    (324
    )
    
    
    (457
    )
    
    
    (680
    )Other expense, net
    
    
    47
    
    
    
    (551
    )
    
    
    44
    
    
    
    (1,253
    )
  (Benefit from) provision for Income taxes
 Three Months
    
    Six MonthsEnded June 30,
    
    Ended June 30,2008
    
    2009
    
    2008
    
    2009(in thousands)(Benefit from) provision for income taxes
    
    $
    (5,291
    )
    
    $
    538
    
    
    $
    (7,176
    )
    
    $
    1,121
 31




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##### Table of Contents



Liquidity and Capital Resources
   Operating Activities
    Investing Activities
    32




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Financing Activities
  Other Factors Affecting Liquidity and Capital Resources
        33




---



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Off-balance Sheet Arrangements
    34




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Accounting for Leases
 Contractual Obligations and Future Cash Requirements
     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.
 35




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Software Revenue
Recognition Modification of SOP 97-2, Software Revenue Recognition
   Allowances for Accounts Receivable
   36




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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
  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.
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
    
    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,
  38




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Recent Accounting Pronouncements
 Effective Date of FASB Statement No. 157 Fair Value Measurements,
 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, Interim Disclosures about
Fair Value of Financial Instruments,
 Subsequent Events
 The FASB Accounting Standards
Codification  and the Hierarchy of Generally Accepted Accounting Principles  a
replacement of FASB Statement No. 162 The Hierarchy of
Generally Accepted Accounting Principles 
 
 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
   40




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(b) Changes in internal control over financial reporting
  41




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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.
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
    
    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 ongoing economic downturn and continued
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.
  The ongoing economic downturn and continued uncertainty in the financial markets in the U.S. and
internationally may adversely affect our business and our financial results.
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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.
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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.
  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.
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
    
    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.
  
    
    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;
 47




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
    
    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.;
    
    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.
 48




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
    
    absorb costs associated with providing their products at a lower price;
    
    devote more resources to new customer acquisitions;
    
    respond to evolving market needs more quickly than we can; and
    
    finance more research and development activities to develop better services.
    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.
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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 ongoing global
economic downturn and continued uncertainty in the global financial markets, which may cause
a decline in customer or consumer activity;
    
    localization of our services, including translation into foreign languages and associated
expenses;
    
    dependence on certain third parties to increase customer subscriptions;
    
    the burdens of complying with a wide variety of foreign laws and different legal
standards, including laws and regulations related to privacy;
    
    increased financial accounting and reporting burdens and complexities;
    
    political instability abroad, terrorist attacks and security concerns in general
(particularly in Israel and the Middle East); and
    
    reduced or varied protection for intellectual property rights in some countries.
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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.
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A security incident could subject us to liability and may result in loss of 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.
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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.
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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.
  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.
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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.
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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.
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We may face liability for the unauthorized disclosure or theft of private information, which
could expose us to liabilities and harm our stock price.
  We may face public relations problems as a result of violations of privacy laws and perceived
mistreatment of personal information, and these public relations problems may harm our reputation
and thereby lead to a reduction in customers and lower revenues.
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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 ongoing economic downturn and
current 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.
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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.
  
 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
 Stock Repurchases
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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
    
    Paid per Share
    
    Plans or Programs
    
    the Plans or ProgramsApril 1-April 30, 2009
    
    
    735
    (1)
    
    $
    0.002
    
    
    
    
    
    
    
    May 1- May 31, 2009
    
    
    402
    (1)
    
    $
    0.002
    
    
    
    
    
    
    
    June 1- June 30, 2009
    
    
    5,539
    (2)
    
    $
    12.070
    
    
    
    
    
    
    
    Total
    
    
    6,676
    
    
    $
    10.015
 
 (1)
    
    Repurchased in connection with our exercise of repurchase rights afforded to us upon the
cessation of employment of employees holding unvested restricted stock awards at the original
purchase price of $0.002 per share.(2)
    
    Forfeited by the employee to cover the employees minimum statutory withholding taxes due
upon the vesting of the restricted stock awards during the three months ended on June 30,
2009.  
 ITEM 3. Defaults Upon Senior Securities
  
 ITEM 4. Submission of Matters to a Vote of Security Holders
  Proposal One:
  Votes For Each
    
    Votes Withheld FromDirector
    
    Director
    
    Each DirectorDana L. Evan
    
    
    64,509,169
    
    
    
    2,487,429Joshua G. James
    
    
    66,200,046
    
    
    
    796,552Rory T. ODriscoll
    
    
    64,491,271
    
    
    
    2,505,327
  Proposal Two
  Votes For
    
    Votes Against
    
    Abstentions66,855,828
    
    128,027
    
    12,743
 
 ITEM 5. Other Information
  Q1 FY2009IncentiveBonus PayoutAmountName and Principal Position
    
    ($)(1)Joshua G. James
    
    
    22,500President and Chief Executive OfficerMichael S. Herring
    
    
    8,564Chief Financial Officer and Executive Vice PresidentBrett M. Error
    
    
    2,136Chief Technology Officer and Executive Vice President, ProductsChristopher C. Harrington
    
    
    11,504President, Worldwide Sales and Client ServicesJohn F. Mellor
    
    
    4,271Executive Vice President, Business Development and Corporate
Strategy
 
 (1)
    
    Represents amounts payable based on our achievement of certain
sales bookings, non-GAAP revenue and non-GAAP earnings targets and the
achievement by Mr. Herring of certain subjective, non-financial metrics
established by the Board of Directors and its Compensation Committee for
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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
    
    
    
    
    
    
    
    
    
    
    
    X10.4A
    
    Employee Stock Purchase Plan of the
Registrant
    
    S-1
    
    333-132987
    
    
    10.4A
    
    
    April 4, 200610.4B
    
    Form of Subscription Agreement under
Employee Stock Purchase Plan
    
    S-1
    
    333-132987
    
    
    10.4B
    
    
    April 4, 200610.5
    
    WebSideStory, Inc. Amended and
Restated 2000 Equity Incentive Plan
    
    10-K
    
    000-52076
    
    
    10.5
    
    
    February 29, 200810.6A
    
    WebSideStory, Inc. 2004 Equity
Incentive Award Plan and Form of
Option Grant Agreement
    
    10-K
    
    000-52076
    
    
    10.6
    
    
    February 29, 200810.6B
    
    Form of Restricted Stock Award Grant
Notice and Restricted Stock Award
Agreement under WebSideStory, Inc.
2004 Equity Incentive Award Plan
    
    10-K
    
    000-52076
    
    
    10.6A
    
    
    February 29, 200810.7
    
    Avivo Corporation 1999 Equity
Incentive Plan and Form of Option
Grant Agreement
    
    10-K
    
    000-52076
    
    
    10.7
    
    
    February 29, 2008
 62




---



##### 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, 200610.18F
    
    Fifth Amendment to Basic Lease
Information and Canyon Park
Technology Center Office Building
Lease Agreement between Registrant
and TCU Properties I, LLC, dated
January 25, 2006
    
    S-1
    
    333-132987
    
    
    10.8F
    
    
    April 4, 2006
 63




---



##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith10.18G
    
    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, 200810.28C
    
    Second Amendment to Office Lease
dated as of December 7, 2005 by and
between WebSideStory, Inc. and
Seaview PFG, LLC (as assignee of LNR
Seaview, Inc.)
    
    10-K
    
    000-52076
    
    
    10.28C
    
    
    February 29, 200810.29
    
    Sublease dated as of August 25, 2008
and Amendment to Sublease dated as
of October 31, 2008 between
Registrant and The Active Network,
Inc.
    
    10-K
    
    000-52076
    
    
    10.29
    
    
    February 27, 2009
 64




---



##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith10.30
    
    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, as amended
    
    10-Q
    
    
    
    
    
    
    
    
    
    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. 65




---



##### Table of Contents



SIGNATURES
  OMNITURE, INC.
(Registrant)Date: August 6, 2009
    /s/ Joshua G. JamesJoshua G. JamesPresident and Chief Executive Officer
(Principal Executive Officer) Date: August 6, 2009
    /s/ Michael S. HerringMichael S. HerringChief Financial Officer and Executive Vice President
(Principal Financial Officer) 66




---



##### Table of Contents



INDEX TO EXHIBITS
 Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith3.1
    
    Amended and Restated Certificate of
Incorporation of Registrant
currently in effect
    
    10-Q
    
    000-52076
    
    
    3.1
    
    
    August 11, 20063.2
    
    Amended and Restated Bylaws of
Registrant currently in effect
    
    8-K
    
    000-52076
    
    
    3.1
    
    
    December 16, 20084.1
    
    Specimen Common Stock Certificate of
Registrant
    
    S-1
    
    333-132987
    
    
    4.1
    
    
    June 22, 20064.2
    
    Amended and Restated Registration
Rights Agreement between Registrant
and certain Holders of Registrants
Common Stock Named therein, dated
April 26, 2006
    
    S-1
    
    333-132987
    
    
    4.2
    
    
    June 9, 20064.3
    
    Common Stock Purchase Agreement,
dated as of January 27, 2009, by and
among, the Registrant, WPP
Luxembourg Gamma Three Sarl and,
solely with respect to Sections 5.2
and 8 thereof, WPP Group USA, Inc.
    
    8-K
    
    000-52076
    
    
    4.1
    
    
    January 29, 200910.1
    
    Form of Indemnification Agreement
entered into by and between
Registrant and its Directors and
Officers
    
    S-1
    
    333-132987
    
    
    10.1
    
    
    May 24, 200610.2A
    
    1999 Equity Incentive Plan of
Registrant, as amended
    
    S-1
    
    333-132987
    
    
    10.2A
    
    
    April 4, 200610.2B
    
    Forms of Stock Option Agreement
under the 1999 Equity Incentive Plan
    
    S-1
    
    333-132987
    
    
    10.2B
    
    
    April 4, 200610.2C
    
    Form of Stock Option Agreement under
the 1999 Equity Incentive Plan used
for Named Executive Officers and
Non-Employee Directors
    
    S-1
    
    333-132987
    
    
    10.2C
    
    
    June 9, 200610.3
    
    2006 Equity Incentive Plan of
Registrant and related forms
    
    
    
    
    
    
    
    
    
    
    
    X10.4A
    
    Employee Stock Purchase Plan of the
Registrant
    
    S-1
    
    333-132987
    
    
    10.4A
    
    
    April 4, 200610.4B
    
    Form of Subscription Agreement under
Employee Stock Purchase Plan
    
    S-1
    
    333-132987
    
    
    10.4B
    
    
    April 4, 200610.5
    
    WebSideStory, Inc. Amended and
Restated 2000 Equity Incentive Plan
    
    10-K
    
    000-52076
    
    
    10.5
    
    
    February 29, 200810.6A
    
    WebSideStory, Inc. 2004 Equity
Incentive Award Plan and Form of
Option Grant Agreement
    
    10-K
    
    000-52076
    
    
    10.6
    
    
    February 29, 200810.6B
    
    Form of Restricted Stock Award Grant
Notice and Restricted Stock Award
Agreement under WebSideStory, Inc.
2004 Equity Incentive Award Plan
    
    10-K
    
    000-52076
    
    
    10.6A
    
    
    February 29, 200810.7
    
    Avivo Corporation 1999 Equity
Incentive Plan and Form of Option
Grant Agreement
    
    10-K
    
    000-52076
    
    
    10.7
    
    
    February 29, 200810.8
    
    WebSideStory, Inc. 2006 Employment
Commencement Equity Incentive Award
Plan and Form of Option Grant
Agreement
    
    10-K
    
    000-52076
    
    
    10.8
    
    
    February 29, 2008
 67




---



##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith10.9
    
    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, 200610.18F
    
    Fifth Amendment to Basic Lease
Information and Canyon Park
Technology Center Office Building
Lease Agreement between Registrant
and TCU Properties I, LLC, dated
January 25, 2006
    
    S-1
    
    333-132987
    
    
    10.8F
    
    
    April 4, 2006
 68




---



##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith10.18G
    
    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, 200810.28C
    
    Second Amendment to Office Lease
dated as of December 7, 2005 by and
between WebSideStory, Inc. and
Seaview PFG, LLC (as assignee of LNR
Seaview, Inc.)
    
    10-K
    
    000-52076
    
    
    10.28C
    
    
    February 29, 200810.29
    
    Sublease dated as of August 25, 2008
and Amendment to Sublease dated as
of October 31, 2008 between
Registrant and The Active Network,
Inc.
    
    10-K
    
    000-52076
    
    
    10.29
    
    
    February 27, 2009
 69




---



##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith10.30
    
    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, as amended
    
    10-Q
    
    
    
    
    
    
    
    
    
    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. 70