##### 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, 2008
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from          to
 Commission file number: 000-52076
 OMNITURE, INC.
(Exact name of Registrant as specified in its charter)
 Delaware
    
    87-0619936(State or other jurisdiction of
    
    (IRS Employerincorporation or organization)
    
    Identification No.)
 550 East Timpanogos Circle
Orem, Utah 84097
(Address, including zip code, of Registrants principal executive offices)
801.722.7000
(Registrants telephone number, including area code)
 þ o
  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 INFORMATIONITEM 1. Financial StatementsITEM 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsITEM 3. Quantitative and Qualitative Disclosures About Market RiskITEM 4. Controls and ProceduresPART II. OTHER INFORMATIONITEM 1. Legal ProceedingsITEM 1A. Risk FactorsITEM 2. Unregistered Sales of Equity Securities and Use of ProceedsITEM 3. Defaults Upon Senior SecuritiesITEM 4. Submission of Matters to a Vote of Security HoldersITEM 5. Other InformationITEM 6. ExhibitsSIGNATURESINDEX TO EXHIBITS    Table of Contents  
 PART I. FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements
 OMNITURE, INC.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
 December 31,
    
    June 30,2007
    
    2008Assets:Current assets:Cash and cash equivalents
    
    $
    77,765
    
    
    $
    48,093Short-term investments
    
    
    56,924
    
    
    
    14,951Accounts receivable, net of allowances of $4,730 and $9,082

at December 31, 2007 and June 30, 2008, respectively
    
    
    51,971
    
    
    
    98,244Prepaid expenses and other current assets
    
    
    3,663
    
    
    
    3,675Total current assets
    
    
    190,323
    
    
    
    164,963Property and equipment, net
    
    
    31,214
    
    
    
    58,280Intangible assets, net
    
    
    50,769
    
    
    
    146,907Goodwill
    
    
    94,960
    
    
    
    431,383Long-term investments
    
    
    
    
    
    
    20,432Other assets
    
    
    3,457
    
    
    
    2,427Total assets
    
    $
    370,723
    
    
    $
    824,392Liabilities and Stockholders Equity:Current liabilities:Accounts payable
    
    $
    6,470
    
    
    $
    14,065Accrued liabilities
    
    
    17,126
    
    
    
    26,406Current portion of deferred revenues
    
    
    42,041
    
    
    
    79,352Current portion of notes payable
    
    
    4,407
    
    
    
    5,588Current portion of capital lease obligations
    
    
    246
    
    
    
    237Total current liabilities
    
    
    70,290
    
    
    
    125,648Deferred revenues, less current portion
    
    
    1,815
    
    
    
    10,808Notes payable, less current portion
    
    
    2,948
    
    
    
    7,656Capital lease obligations, less current portion
    
    
    173
    
    
    
    95Other liabilities
    
    
    4,422
    
    
    
    12,901Commitments and contingenciesStockholders equity:Preferred stock
    
    
    
    
    
    
    Common stock
    
    
    61
    
    
    
    72Additional paid-in capital
    
    
    340,424
    
    
    
    736,389Deferred stock-based compensation
    
    
    (1,182
    )
    
    
    (772
    )Accumulated other comprehensive income (loss)
    
    
    40
    
    
    
    (734
    )Accumulated deficit
    
    
    (48,268
    )
    
    
    (67,671
    )Total stockholders equity
    
    
    291,075
    
    
    
    667,284Total liabilities and stockholders equity
    
    $
    370,723
    
    
    $
    824,392
 See accompanying notes to the condensed consolidated financial statements.
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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 30,2007
    
    2008
    
    2007
    
    2008Revenues:Subscription, license and maintenance
    
    $
    30,604
    
    
    $
    64,601
    
    
    $
    57,924
    
    
    $
    121,770Professional services and other
    
    
    2,875
    
    
    
    7,019
    
    
    
    4,708
    
    
    
    13,063Total revenues
    
    
    33,479
    
    
    
    71,620
    
    
    
    62,632
    
    
    
    134,833Cost of revenues:Subscription, license and maintenance
    
    
    11,032
    
    
    
    27,071
    
    
    
    20,492
    
    
    
    50,864Professional services and other
    
    
    1,717
    
    
    
    3,627
    
    
    
    2,995
    
    
    
    6,761Total cost of revenues
    
    
    12,749
    
    
    
    30,698
    
    
    
    23,487
    
    
    
    57,625Gross profit
    
    
    20,730
    
    
    
    40,922
    
    
    
    39,145
    
    
    
    77,208Operating expenses:Sales and marketing
    
    
    15,343
    
    
    
    32,170
    
    
    
    28,667
    
    
    
    63,386Research and development
    
    
    3,969
    
    
    
    8,849
    
    
    
    7,112
    
    
    
    18,650General and administrative
    
    
    5,873
    
    
    
    11,815
    
    
    
    10,259
    
    
    
    22,629Total operating expenses
    
    
    25,185
    
    
    
    52,834
    
    
    
    46,038
    
    
    
    104,665Loss from operations
    
    
    (4,455
    )
    
    
    (11,912
    )
    
    
    (6,893
    )
    
    
    (27,457
    )Interest income
    
    
    835
    
    
    
    343
    
    
    
    1,471
    
    
    
    1,291Interest expense
    
    
    (244
    )
    
    
    (230
    )
    
    
    (501
    )
    
    
    (457
    )Other (expense) income, net
    
    
    (114
    )
    
    
    47
    
    
    
    (467
    )
    
    
    44Loss before income taxes
    
    
    (3,978
    )
    
    
    (11,752
    )
    
    
    (6,390
    )
    
    
    (26,579
    )Provision for (benefit from) income taxes
    
    
    78
    
    
    
    (5,291
    )
    
    
    112
    
    
    
    (7,176
    )Net loss
    
    $
    (4,056
    )
    
    $
    (6,461
    )
    
    $
    (6,502
    )
    
    $
    (19,403
    )Net loss per share, basic and diluted
    
    $
    (0.08
    )
    
    $
    (0.09
    )
    
    $
    (0.13
    )
    
    $
    (0.28
    )Weighted-average number of shares, basic and diluted
    
    
    49,791
    
    
    
    71,720
    
    
    
    48,772
    
    
    
    70,450
 See accompanying notes to the condensed consolidated financial statements.
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OMNITURE, INC.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
 Six MonthsEnded June 30,2007
    
    2008Cash flows from operating activities:Net loss
    
    $
    (6,502
    )
    
    $
    (19,403
    )Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation and amortization
    
    
    9,304
    
    
    
    26,400Stock-based compensation
    
    
    5,704
    
    
    
    17,302Non-cash tax benefit
    
    
    
    
    
    
    (7,921
    )Other non-cash transactions
    
    
    253
    
    
    
    (252
    )Net changes in operating assets and liabilities:Accounts receivable, net
    
    
    (8,045
    )
    
    
    (27,703
    )Prepaid expenses and other assets
    
    
    681
    
    
    
    2,009Accounts payable
    
    
    4,214
    
    
    
    6,224Accrued and other liabilities
    
    
    (1,019
    )
    
    
    (2,011
    )Deferred revenues
    
    
    8,517
    
    
    
    36,966Net cash provided by operating activities
    
    
    13,107
    
    
    
    31,611Cash flows from investing activities:Purchases of investments
    
    
    (83,846
    )
    
    
    (19,831
    )Proceeds from sales of investments
    
    
    1,000
    
    
    
    36,970Maturities of investments
    
    
    
    
    
    
    5,000Purchases of property and equipment
    
    
    (5,286
    )
    
    
    (28,002
    )Purchases of intangible assets
    
    
    (2,574
    )
    
    
    (2,874
    )Payment related to loss on foreign currency forward contract
    
    
    (337
    )
    
    
    Business acquisitions, net of cash acquired
    
    
    (38,131
    )
    
    
    (59,721
    )Net cash used in investing activities
    
    
    (129,174
    )
    
    
    (68,458
    )Cash flows from financing activities:Proceeds from exercise of stock options
    
    
    1,149
    
    
    
    6,081Proceeds from employee stock purchase plan
    
    
    99
    
    
    
    125Proceeds from issuance of common stock, net of issuance costs
    
    
    143,104
    
    
    
    Repurchases of vested restricted stock
    
    
    
    
    
    
    (963
    )Proceeds from issuance of notes payable
    
    
    397
    
    
    
    8,006Principal payments on notes payable and capital lease obligations
    
    
    (3,368
    )
    
    
    (6,269
    )Net cash provided by financing activities
    
    
    141,381
    
    
    
    6,980Effect of exchange rate changes on cash and cash equivalents
    
    
    39
    
    
    
    195Net increase (decrease) in cash and cash equivalents
    
    
    25,353
    
    
    
    (29,672
    )Cash and cash equivalents at beginning of period
    
    
    68,287
    
    
    
    77,765Cash and cash equivalents at end of period
    
    $
    93,640
    
    
    $
    48,093
 See accompanying notes to the condensed consolidated financial statements.
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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
  4




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements-(Continued)
(unaudited)
 Revenue Recognition
  Revenue Recognition Revenue Arrangements with Multiple
Deliverables.
 
    
    there is persuasive evidence of an arrangement;
    
    the service has been provided to the customer;
    
    the collection of the fees is reasonably assured; and
    
    the amount of fees to be paid by the customer is fixed or determinable.
    Software Revenue Recognition Modification of SOP 97-2, Software Revenue
Recognition.
   5




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements-(Continued)
(unaudited)
 Comprehensive Loss
  Three Months
    
    
    Six MonthsEnded June 30,
    
    Ended June 30,2007
    
    2008
    
    2007
    
    2008Net loss
    
    $
    (4,056
    )
    
    $
    (6,461
    )
    
    $
    (6,502
    )
    
    $
    (19,403
    )Net foreign currency translation (loss) gain
    
    
    (103
    )
    
    
    38
    
    
    
    (224
    )
    
    
    326Reclassification adjustment for realized loss
(gain) on available-for-sale securities
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    (15
    )Unrealized loss on available-for-sale securities
    
    
    (67
    )
    
    
    (207
    )
    
    
    (67
    )
    
    
    (1,086
    )Comprehensive loss
    
    $
    (4,226
    )
    
    $
    (6,627
    )
    
    $
    (6,793
    )
    
    $
    (20,178
    )
 Recently Adopted Accounting Pronouncements
 Fair Value Measurements Effective Date of FASB Statement No. 157
 The Fair Value Option for
Financial Assets and Financial Liabilities
 Recent Accounting Pronouncements
 Business Combinations.
 Noncontrolling Interests in Consolidated
Financial Statements.
 6




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements-(Continued)
(unaudited)
 Determination of Useful Life of Intangible
Assets Goodwill and Other Intangible Assets
 2. Acquisitions
 Touch Clarity Limited
  Visual Sciences, Inc.
      7




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements-(Continued)
(unaudited)
  Recognition of Liabilities in Connection
with a Purchase Business Combination.
  Current assets
    
    $
    36,590Property and equipment
    
    
    10,484Other assets
    
    
    157Acquired intangibles:Existing technology (3.8 year weighted-average estimated useful life)
    
    
    20,500Customer contracts and related relationships (7.3 year weighted-average estimated useful life)
    
    
    68,500Core technology (3.5 year weighted-average estimated useful life)
    
    
    9,500Maintenance agreements and related relationships (7.0 year weighted-average estimated useful
life)
    
    
    5,700Patent license (6.6 year weighted-average estimated useful life)
    
    
    6,783Goodwill
    
    
    333,083Total assets acquired
    
    
    491,297Current liabilities
    
    
    36,466Long-term liabilities
    
    
    10,699Total liabilities assumed
    
    
    47,165Net assets acquired
    
    $
    444,132
    8




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements-(Continued)
(unaudited)
    Three Months Ended
    
    
    Six Months EndedJune 30,
    
    June 30,2007
    
    2008
    
    2007
    
    2008Revenues
    
    $
    53,240
    
    
    $
    74,898
    
    
    $
    100,923
    
    
    $
    147,744Loss from operations
    
    
    (12,747
    )
    
    
    (8,634
    )
    
    
    (27,002
    )
    
    
    (20,577
    )Net loss
    
    
    (13,038
    )
    
    
    (3,183
    )
    
    
    (28,116
    )
    
    
    (12,608
    )Net loss per share, basic and diluted
    
    $
    (0.21
    )
    
    $
    (0.04
    )
    
    $
    (0.46
    )
    
    $
    (0.18
    )
 3. Stock-based Compensation
 Equity Incentive Plans
     9




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##### Table of Contents



Omniture, Inc.
Notes to Condensed Consolidated Financial Statements-(Continued)
(unaudited)
 Employee Stock Purchase Plan
  Valuation of Stock Options
 Share-Based Payment,
 Share-Based Payment
    10




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements-(Continued)
(unaudited)
  Six MonthsEnded June 30,2007
    
    2008Expected volatility
    
    
    43%-60
    %
    
    
    52%-53
    %Expected term (in years)
    
    
    4.0-6.1
    
    
    
    3.8Risk-free interest rate
    
    
    4.5%-4.9
    %
    
    
    2.1%-3.2
    %Expected dividends
    
    
    
    
    
    
    
 Stock Option Activity
  Weighted-AverageNumber of
    
    Weighted-
    
    RemainingShares Subject
    
    Average
    
    Contractual
    
    Aggregateto Outstanding
    
    Exercise Price
    
    Term
    
    IntrinsicEquity Awards
    
    Per Share
    
    (in Years)
    
    Value(2)(in thousands)Outstanding at January 1, 2008
    
    
    10,130,803
    
    
    $
    10.51Granted
    
    
    3,025,565
    
    
    
    23.55Assumed in connection with the acquisition of Visual Sciences
    
    
    1,749,500
    
    
    
    23.91Exercised
    
    
    (1,304,090
    )
    
    
    6.72Canceled
    
    
    (937,622
    )
    
    
    23.92Outstanding at June 30, 2008
    
    
    12,664,156
    
    
    
    14.87
    
    
    
    8.0
    
    
    $
    76,634Vested and expected to vest at June 30, 2008 (1)
    
    
    8,798,148
    
    
    
    18.48
    
    
    
    8.4
    
    
    
    26,696Exercisable at June 30, 2008
    
    
    3,567,640
    
    
    
    11.83
    
    
    
    6.8
    
    
    
    29,115
 
 (1)
    
    Includes only stock option awards granted since January 1, 2006, which are subject
to the provisions of SFAS No. 123R and stock options assumed or substituted in connection with
business acquisitions.(2)
    
    The aggregate intrinsic value is calculated as the difference between the exercise
price of the underlying stock option awards and the closing market price of the Companys
common stock at June 30, 2008. 11




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements-(Continued)
(unaudited)
  Six MonthsEnded June 30,2007
    
    2008Weighted-average, grant-date fair value of stock options granted
    
    $
    10.78
    (1)
    
    $
    10.57
    (2)Weighted-average exercise price of stock options granted
    
    
    17.83
    (1)
    
    
    23.68
    (2)Aggregate intrinsic value of stock options exercised (in thousands) (3)
    
    
    13,731
    
    
    
    33,028Weighted-average, grant-date fair value of stock options forfeited (4)
    
    $
    13.14
    
    
    $
    11.42Number of stock options forfeited (4)
    
    
    168,433
    
    
    
    703,227
 
 (1)
    
    Includes the stock options substituted in connection with the acquisition of Touch
Clarity that had a weighted-average fair value of $12.02 and a weighted-average exercise price
of $0.79.(2)
    
    Includes 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.(3)
    
    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.(4)
    
    Includes only stock options granted since January 1, 2006, which are subject to the
provisions of SFAS No. 123R and stock options assumed or substituted in connection with
business acquisitions. Deferred Stock-based Compensation
  RSUs and RSAs
  Weighted-AverageNumber of
    
    Grant-DateShares
    
    Fair ValueUnvested RSUs at December 31, 2007
    
    
    225,000
    
    
    $
    33.29Granted
    
    
    907,724
    
    
    
    24.12Unvested RSAs assumed in the Visual
Sciences acquisition
    
    
    125,773
    
    
    
    24.09Vested
    
    
    (111,587
    )
    
    
    30.38Forfeited
    
    
    (128,243
    )
    
    
    29.10Unvested RSUs and RSAs at June 30, 2008
    
    
    1,018,667
    
    
    
    24.83
  12




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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 30,2007
    
    2008
    
    2007
    
    2008Cost of subscription, license and maintenance revenues
    
    $
    434
    
    
    $
    865
    
    
    $
    727
    
    
     $
    2,492Cost of professional services and other revenues
    
    
    106
    
    
    
    232
    
    
    
    210
    
    
    
    491Sales and marketing
    
    
    1,540
    
    
    
    3,119
    
    
    
    2,215
    
    
    
    6,277Research and development
    
    
    687
    
    
    
    1,512
    
    
    
    1,070
    
    
    
    3,840General and administrative
    
    
    1,052
    
    
    
    2,423
    
    
    
    1,482
    
    
    
    4,202$
    3,819
    
    
    $
    8,151
    
    
    $
    5,704
    
    
    $
    17,302
 4. Concentrations of Credit Risk and Significant Customers
   13




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements-(Continued)
(unaudited)
  Three Months
    
    
    Six MonthsEnded June 30,
    
    Ended June 30,2007
    
    2008
    
    2007
    
    2008Revenues from customers within the United States
    
    $
    24,709
    
    
    $
    52,024
    
    
    $
    47,257
    
    
    $
    98,108Revenues from customers outside the United States
    
    
    8,770
    
    
    
    19,596
    
    
    
    15,375
    
    
    
    36,725Total revenues
    
    $
    33,479
    
    
    $
    71,620
    
    
    $
    62,632
    
    
    $
    134,833Revenues from customers outside the United
States as a percentage of total revenues
    
    
    26
    %
    
    
    27
    %
    
    
    25
    %
    
    
    27
    %
 5. Net Loss Per Share
  Three Months
    
    
    Six MonthsEnded June 30,
    
    Ended June 30,2007
    
    2008
    
    2007
    
    2008Numerator:Net loss
    
    $
    (4,056
    )
    
    $
    (6,461
    )
    
    $
    (6,502
    )
    
    $
    (19,403
    )Denominator:Weighted-average common shares outstanding
    
    
    50,544
    
    
    
    72,086
    
    
    
    49,584
    
    
    
    70,812Weighted-average common shares outstanding subject to repurchase
    
    
    (753
    )
    
    
    (366
    )
    
    
    (812
    )
    
    
    (362
    )Denominator for basic and diluted net loss per share
    
    
    49,791
    
    
    
    71,720
    
    
    
    48,772
    
    
    
    70,450
  Three Months
    
    
    Six MonthsEnded June 30,
    
    Ended June 30,2007
    
    2008
    
    2007
    
    2008Common shares outstanding subject to repurchase
    
    
    743
    
    
    
    356
    
    
    
    801
    
    
    
    353Employee stock awards
    
    
    5,368
    
    
    
    4,204
    
    
    
    5,468
    
    
    
    4,323Warrants
    
    
    240
    
    
    
    241
    
    
    
    241
    
    
    
    241Unvested RSAs and RSUs
    
    
    
    
    
    
    25
    
    
    
    
    
    
    
    23
 14




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Omniture, Inc.
 Notes to Condensed Consolidated Financial Statements-(Continued)
 (unaudited)
 6. Balance Sheet Accounts
 Property and Equipment
  December 31,
    
    
    June 30,2007
    
    
    2008Computers, equipment and software
    
    $
    63,791
    
    
    $
    97,512Furniture and fixtures
    
    
    1,117
    
    
    
    3,089Leasehold improvements
    
    
    1,723
    
    
    
    4,97366,631
    
    
    
    105,574Less: accumulated depreciation and amortization
    
    
    (35,417
    )
    
    
    (47,294
    )$
    31,214
    
    
    $
    58,280
 Goodwill and Intangible Assets
  Balance at December 31, 2007
    
    $
    94,960Goodwill related to Visual Sciences acquisition
    
    
    333,083Net adjustments to goodwill related to 2007 acquisitions
    
    
    3,340Balance at June 30, 2008
    
    $
    431,383
  December 31, 2007Gross Carrying
    
    
    Accumulated
    
    
    Net CarryingAmount
    
    
    Amortization
    
    
    AmountPurchased technology
    
    $
    31,100
 
 
    $
    2,433
 
    
    $
    28,667Customer contracts and related relationships
    
    
    13,300
    
    
    
    998
    
    
    
    12,302Patent licenses
    
    
    11,824
    
    
    
    2,969
    
    
    
    8,855Other
    
    
    1,777
    
    
    
    1,157
    
    
    
    620Non-compete agreements
    
    
    600
    
    
    
    275
    
    
    
    325$
    58,601
    
    
    $
    7,832
    
    
    $
    50,769June 30, 2008Gross Carrying
    
    
    Accumulated
    
    
    Net CarryingAmount
    
    
    Amortization
    
    
    AmountPurchased technology
    
    $
    61,100
    
    
    $
    9,900
    
    
    $
    51,200Customer contracts and related relationships
    
    
    81,800
    
    
    
    6,279
    
    
    
    75,521Patent licenses
    
    
    18,607
    
    
    
    4,384
    
    
    
    14,223Maintenance agreements
    
    
    5,700
    
    
    
    370
    
    
    
    5,330Other
    
    
    1,777
    
    
    
    1,319
    
    
    
    458Non-compete agreements
    
    
    600
    
    
    
    425
    
    
    
    175$
    169,584
    
    
    $
    22,677
    
    
    $
    146,907
 15




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##### Table of Contents



Omniture, Inc.
 Notes to Condensed Consolidated Financial Statements-(Continued)
 (unaudited)
    Remaining six months in 2008
    
    $
    15,7512009
    
    
    31,1622010
    
    
    24,6832011
    
    
    24,0962012
    
    
    20,928Thereafter
    
    
    30,287$
    146,907
 Other Liabilities
  December 31,
    
    
    June 30,2007
    
    
    2008Deferred tax liabilities
    
    $
    4,047
    
    
    $
    10,086Other liabilities
    
    
    375
    
    
    
    2,815$
    4,422
    
    
    $
    12,901
 7. Notes Payable
  Interest
    
    
    Final Maturity
    
    
    December 31,
    
    
    June 30,Rate
    
    
    Date
    
    
    2007
    
    
    2008Draw on revolving line of credit
    
    variable rate
    
     
    Aug. 2008
    
    $
    500
    
    
    $
    500Draw on second equipment facility
    
    
    7.55
    
    
    Jan. 2009
    
    
    722
    
    
    
    389Draw on second equipment facility
    
    
    7.77
    
    
    Feb. 2009
    
    
    428
    
    
    
    244Draw on second equipment facility
    
    
    8.03
    
    
    Mar. 2009
    
    
    833
    
    
    
    500Draw on second equipment facility
    
    
    8.38
    
    
    April 2009
    
    
    962
    
    
    
    601Draw on second equipment facility
    
    
    8.79
    
    
    June 2009
    
    
    1,172
    
    
    
    781Draw on second equipment facility
    
    
    7.25
    
    
    Dec. 2011
    
    
    2,364
    
    
    
    2,105Draw on second equipment facility
    
    
    6.00
    
    
    Mar. 2012
    
    
    
    
    
    
    2,840Draw on second equipment facility
    
    
    5.00
    
    
    June 2012
    
    
    
    
    
    
    5,000Bank note payable
    
    
    9.07
    
    
    April 2010
    
    
    310
    
    
    
    247Other notes payable
    
    variable rate
    
    
    May 2009
    
    
    64
    
    
    
    377,355
    
    
    
    13,244Less: current portion
    
    
    
    
    
    
    
    
    
    
    (4,407
    )
    
    
    (5,588
    )Notes payable, excluding current portion
    
    
    
    
    
    
    
    
    
    $
    2,948
    
    
    $
    7,656
 16




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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 2008
    
    $
    3,3692009
    
    
    3,5452010
    
    
    2,6582011
    
    
    2,7802012
    
    
    892$
    13,244
 17




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##### Table of Contents



Omniture, Inc.
 Notes to Condensed Consolidated Financial Statements-(Continued)
 (unaudited)
 8. Fair Value Measurements
 Fair Value Measurements
     Fair Value Measurements at June 30, 2008 UsingQuoted Pricesin Active
    
    
    SignificantMarkets For
    
    
    Other
    
    
    SignificantIdentical
    
    
    Observable
    
    
    UnobservableAssets
    
    
    Inputs
    
    
    Inputs(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    TotalCash equivalents:Money market funds
    
    $
    1,657
    
    
    $
    
    
    
    $
    
    
    
    $
    1,657U.S. Treasury Bills
    
    
    19,979
    
    
    
    
    
    
    
    
    
    
    
    19,979Short-term investments:U.S. Treasury Bills
    
    
    4,980
    
    
    
    
    
    
    
    
    
    
    
    4,980Corporate debt securities
    
    
    
    
    
    
    9,971
    
    
    
    
    
    
    
    9,971Long-term investments:Auction rate securities
    
    
    
    
    
    
    
    
    
    
    20,432
    
    
    
    20,432$
    26,616
    
    
    $
    9,971
    
    
    $
    20,432
    
    
    $
    57,019
  Auction RateSecuritiesBeginning balance at January 1, 2008
    
    $
    Transfers in to Level 3
    
    
    21,500Unrealized losses included in other comprehensive loss
    
    
    (1,068
    )Ending balance at June 30, 2008
    
    $
    20,432Total unrealized losses for the period included in other
comprehensive loss attributable to the change in fair value
relating to assets still held at June 30, 2008
    
    $
    (1,068
    )
  18




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##### Table of Contents



Omniture, Inc.
 Notes to Condensed Consolidated Financial Statements-(Continued)
 (unaudited)
   9. Income Taxes
 Interim Financial Reporting Accounting for
Income Taxes in Interim Periods
 Accounting for Uncertainty in Income Taxes
    19




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##### Table of Contents



Omniture, Inc.
 Notes to Condensed Consolidated Financial Statements-(Continued)
 (unaudited)
 10. Commitments and Contingencies
 Litigation Settlement
  Leases
    December 31,
    
    
    June 30,2007
    
    
    2008Gross
    
    $
    925
    
    
    $
    858Less accumulated amortization
    
    
    (389
    )
    
    
    (423
    )Net carrying amount
    
    $
    536
    
    
    $
    435
  Capital
    
    
    OperatingYear ending December 31,
    
    Leases
    
    
    LeasesRemaining six months in 2008
    
    $
    145
    
    
    $
    5,6322009
    
    
    182
    
    
    
    11,0092010
    
    
    27
    
    
    
    9,2002011
    
    
    
    
    
    
    4,862Thereafter
    
    
    
    
    
    
    5,147Total minimum lease payments
    
    
    354
    
    
    $
    35,850Less: imputed interest
    
    
    (22
    )Present value of minimum lease payments
    
    
    332Less: current portion
    
    
    (237
    )Capital lease obligations, less current portion
    
    $
    95
   20




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##### Table of Contents



Omniture, Inc.
 Notes to Condensed Consolidated Financial Statements-(Continued)
 (unaudited)
  Indemnification
  Warranties
    Other Legal Matters
  21




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##### Table of Contents



ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
      22




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##### Table of Contents



Overview
       23




---



##### Table of Contents



Acquisition of Visual Sciences, Inc.
     How We Generate Revenues
  Subscription, License and Maintenance Revenues
   24




---



##### Table of Contents



Software Revenue Recognition
 Professional Services and Other Revenues
   Indirect Sales
  25




---



##### Table of Contents



Cost of Revenues and Operating Expenses
 Cost of Revenues
   Operating Expenses
      Trends in Our Business
  26




---



##### Table of Contents



27




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Share-Based Payment
   28




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##### Table of Contents



Results of Operations
  Three Months
    
    Six MonthsEnded June 30,
    
    Ended June 30,2007
    
    2008
    
    2007
    
    2008Revenues:Subscription, license and maintenance
    
    
    91
    %
    
    
    90
    %
    
    
    92
    %
    
    
    90
    %Professional services and other
    
    
    9
    
    
    
    10
    
    
    
    8
    
    
    
    10Total revenues
    
    
    100
    
    
    
    100
    
    
    
    100
    
    
    
    100Cost of revenues:Subscription, license and maintenance
    
    
    33
    
    
    
    38
    
    
    
    32
    
    
    
    38Professional services and other
    
    
    5
    
    
    
    5
    
    
    
    5
    
    
    
    5Total cost of revenues
    
    
    38
    
    
    
    43
    
    
    
    37
    
    
    
    43Gross margin
    
    
    62
    
    
    
    57
    
    
    
    63
    
    
    
    57Operating expenses:Sales and marketing
    
    
    46
    
    
    
    45
    
    
    
    46
    
    
    
    47Research and development
    
    
    12
    
    
    
    12
    
    
    
    11
    
    
    
    14General and administrative
    
    
    17
    
    
    
    17
    
    
    
    17
    
    
    
    16Total operating expenses
    
    
    75
    
    
    
    74
    
    
    
    74
    
    
    
    77Loss from operations
    
    
    (13
    )
    
    
    (17
    )
    
    
    (11
    )
    
    
    (20
    )Interest income
    
    
    2
    
    
    
    1
    
    
    
    3
    
    
    
    1Interest expense
    
    
    (1
    )
    
    
    
    
    
    
    (1
    )
    
    
    Other expense
    
    
    
    
    
    
    
    
    
    
    (1
    )
    
    
    Loss before provision for (benefit from) income taxes
    
    
    (12
    )
    
    
    (16
    )
    
    
    (10
    )
    
    
    (19
    )Provision for (benefit from) income taxes
    
    
    
    
    
    
    (7
    )
    
    
    
    
    
    
    (5
    )Net loss
    
    
    (12
    )%
    
    
    (9
    )%
    
    
    (10
    )%
    
    
    (14
    )%
 Revenues
 Three Months
    
    
    
    
    
    
    Six MonthsEnded June 30,
    
    
    
    
    
    
    Ended June 30,2007
    
    
    2008
    
    
    % Change
    
    
    2007
    
    
    2008
    
    
    % Change(in thousands)
    
    
    
    
    
    
    (in thousands)Subscription, license and maintenance
    
    $
    30,604
    
    
    $
    64,601
    
    
    
    111
    %
    
    $
    57,924
    
    
    $
    121,770
    
    
    
    110
    %Professional services and other
    
    
    2,875
    
    
    
    7,019
    
    
    
    144
    
    
    
    4,708
    
    
    
    13,063
    
    
    
    177Total revenues
    
    $
    33,479
    
    
    $
    71,620
    
    
    
    114
    %
    
    $
    62,632
    
    
    $
    134,833
    
    
    
    115
    %
  29




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##### Table of Contents



Three Months
    
    
    
    
    
    
    Six MonthsEnded June 30,
    
    
    
    
    
    
    Ended June 30,2007
    
    
    2008
    
    
    % Change
    
    
    2007
    
    
    2008
    
    
    % Change(in thousands)
    
    
    
    
    
    
    (in thousands)Revenues from
customers within
the 
United States
    
    $
    24,709
    
    
    $
    52,024
    
    
    
    111
    %
    
    $
    47,257
    
    
    $
    98,108
    
    
    
    108
    %Revenues from
customers outside
the
 United States
    
    
    8,770
    
    
    
    19,596
    
    
    
    123
    
    
    
    15,375
    
    
    
    36,725
    
    
    
    139Total revenues
    
    $
    33,479
    
    
    $
    71,620
    
    
    
    114
    %
    
    $
    62,632
    
    
    $
    134,833
    
    
    
    115
    %Revenues from
customers outside
the
 United States
as a percentage of
total revenues
    
    
    26
    %
    
    
    27
    %
    
    
    
    
    
    
    25
    %
    
    
    27
    %
  Cost of Revenues
 Three Months
    
    
    
    
    
    
    Six MonthsEnded June 30,
    
    
    
    
    
    
    Ended June 30,2007
    
    
    2008
    
    
    % Change
    
    
    2007
    
    
    2008
    
    
    % Change(in thousands)
    
    
    
    
    
    
    (in thousands)Subscription, license and maintenance
    
    $
    11,032
    
    
    $
    27,071
    
    
    
    145
    %
    
    $
    20,492
    
    
    $
    50,864
    
    
    
    148
    %Professional services and other
    
    
    1,717
    
    
    
    3,627
    
    
    
    111
    
    
    
    2,995
    
    
    
    6,761
    
    
    
    126Total cost of revenues
    
    $
    12,749
    
    
    $
    30,698
    
    
    
    141
    %
    
    $
    23,487
    
    
    $
    57,625
    
    
    
    145
    %
  Three Months
    
    Six MonthsEnded June 30,
    
    Ended June 30,2007
    
    2008
    
    2007
    
    2008Subscription, license and maintenance
    
    
    36
    %
    
    
    42
    %
    
    
    35
    %
    
    
    42
    %Professional services and other
    
    
    60
    %
    
    
    52
    %
    
    
    64
    %
    
    
    52
    %
  30




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##### Table of Contents



Operating Expenses
 Three Months
    
    
    
    
    
    
    Six MonthsEnded June 30,
    
    
    
    
    
    
    Ended June 30,2007
    
    
    2008
    
    
    % Change
    
    
    2007
    
    
    2008
    
    
    % Change(in thousands)
    
    
    
    
    
    
    (in thousands)Sales and marketing
    
    $
    15,343
    
    
    $
    32,170
    
    
    
    110
    %
    
    $
    28,667
    
    
    $
    63,386
    
    
    
    121
    %Research and development
    
    
    3,969
    
    
    
    8,849
    
    
    
    123
    
    
    
    7,112
    
    
    
    18,650
    
    
    
    162General and administrative
    
    
    5,873
    
    
    
    11,815
    
    
    
    101
    
    
    
    10,259
    
    
    
    22,629
    
    
    
    121Total operating expenses
    
    $
    25,185
    
    
    $
    52,834
    
    
    
    110
    %
    
    $
    46,038
    
    
    $
    104,665
    
    
    
    127
    %
 Sales and Marketing
  31




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##### Table of Contents



Research and Development
  General and Administrative
   Stock-based Compensation
  Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2007
    
    
    2008
    
    
    2007
    
    
    2008Cost of subscription, license and maintenance revenues
    
    $
    434
    
    
    $
    865
    
    
    $
    727
    
    
    $
    2,492Cost of professional services and other revenues
    
    
    106
    
    
    
    232
    
    
    
    210
    
    
    
    491Sales and marketing
    
    
    1,540
    
    
    
    3,119
    
    
    
    2,215
    
    
    
    6,277Research and development
    
    
    687
    
    
    
    1,512
    
    
    
    1,070
    
    
    
    3,840General and administrative
    
    
    1,052
    
    
    
    2,423
    
    
    
    1,482
    
    
    
    4,202Total stock-based compensation
    
    $
    3,819
    
    
    $
    8,151
    
    
    $
    5,704
    
    
    $
    17,302
  32




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##### Table of Contents



Share-Based Payment
 Interest Income, Interest Expense and Other (Expense) Income, Net
 Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2007
    
    
    2008
    
    
    2007
    
    
    2008Interest income
    
    $
    835
    
    
    $
    343
    
    
    $
    1,471
    
    
    $
    1,291Interest expense
    
    
    (244
    )
    
    
    (230
    )
    
    
    (501
    )
    
    
    (457
    )Other (expense) income, net
    
    
    (114
    )
    
    
    47
    
    
    
    (467
    )
    
    
    44
   Provision for (benefit from) Income Taxes
 Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2007
    
    
    2008
    
    
    2007
    
    
    2008Provision for (benefit from) income taxes
    
    $
    78
    
    
    $
    (5,291
    )
    
    $
    112
    
    
    $
    (7,176
    )
  Liquidity and Capital Resources
  33




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##### Table of Contents



Operating Activities
   Investing Activities
    Financing Activities
  34




---



##### Table of Contents



Other Factors Affecting Liquidity and Capital Resources
         35




---



##### Table of Contents



Acquisition of Touch Clarity Limited
  Acquisition of Visual Sciences, Inc.
    Off-balance Sheet Arrangements
   36




---



##### Table of Contents



Accounting for Leases
     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.
 37




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##### Table of Contents



Software Revenue
Recognition Modification of SOP 97-2, Software Revenue Recognition
  Allowances for Accounts Receivable
   Business Combinations and Impairment of Long-lived and Intangible Assets, Including Goodwill
  38




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##### Table of Contents



Accounting for the Impairment and Disposal of Long-Lived Assets.
 Goodwill and Other Intangible Assets
  Stock-based Compensation
 Accounting for Stock Issued to Employees Accounting for Certain Transactions Involving Stock Compensation, an
Interpretation of APB Opinion No. 25 Accounting for Stock-Based Compensation, Accounting for Stock-Based CompensationTransition and Disclosure
   
    
    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
 39




---



##### Table of Contents



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.
 
    
    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.
    
    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,
   40




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Recently Adopted Accounting Pronouncements
 Fair Value Measurements Effective Date
of FASB Statement No. 157
 The Fair Value Option for Financial Assets
and Financial Liabilities
 Recent Accounting Pronouncements
 Business Combinations
 Noncontrolling Interests in Consolidated
Financial Statements
 Determination of Useful Life of
Intangible Assets Goodwill and Other Intangible Assets
 
 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
 Foreign Currency Exchange Risk
   41




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##### Table of Contents



Interest Rate Sensitivity
   
 ITEM 4. Controls and Procedures
 (a) Evaluation of Disclosure Controls and Procedures
   42




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##### Table of Contents



(b) Changes in Internal Control Over Financial Reporting
  
 PART II. OTHER INFORMATION
 
 ITEM 1. Legal Proceedings
  
 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.
  43




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##### Table of Contents




    
    our ability to increase sales to existing customers and attract new customers;
    
    the addition or loss of large customers;
    
    the timing of implementation of new or additional services by our customers;
    
    the amount and timing of operating costs and capital expenditures related to the
maintenance and expansion of our business, operations and infrastructure;
    
    the timing and success of new product and service introductions by us or our competitors
or any other change in the competitive dynamics of our industry, including consolidation
among our competitors or our strategic partners;
    
    our ability to integrate acquired products and services into our online business
optimization platform or migrate existing customers of companies we have acquired to our
products and services;
    
    seasonal variations in the demand for our services and the implementation cycles for our
new customers;
    
    levels of revenues from our larger customers, which have lower per transaction pricing
due to higher transaction commitments;
    
    changes in our pricing policies or those of our competitors;
    
    service outages or security breaches;
    
    the extent to which any of our significant customers 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 denominated in
foreign currencies;
    
    expenses associated with the management or growth of our increasingly international
operations;
    
    general economic, industry and market conditions and those conditions specific to
Internet usage and online businesses; and
    
    geopolitical events such as war, threat of war or terrorist actions.
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We have derived a substantial 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.
  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.
  45




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##### Table of Contents




    
    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, particularly those of
Visual Sciences and Offermatica;
    
    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.
  If we are unable to attract new customers or to sell additional services to our existing
customers, our revenue growth will be adversely affected.
  The significant network equipment requirements of our business model make it more difficult to
achieve positive cash flow and profitability if we continue to grow rapidly.
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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.
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
    
the security capabilities, reliability and availability of on-demand services;
    
    customer concerns with entrusting a third party to store and manage their data;
    
    public concern regarding privacy;
    
    the enactment of laws or regulations that restrict our ability to provide existing or new
services to customers in the U.S. or internationally;
    
    the level of customization or configuration we offer;
    
    our ability to maintain high levels of customer satisfaction;
    
    our ability to provide reports in real time during periods of intense activity on
customer Web sites;
    
    the price, performance and availability of competing products and services;
    
    the rate of continued growth in online commerce and online advertising; and
    
    the current and possible future imposition by federal, state and local agencies of taxes
on goods and services that are provided over the Internet.
  We operate in a highly competitive market, which could make it difficult for us to acquire and
retain customers.
   
    
    companies, such as Coremetrics, Inc., Google Inc., Microsoft Corporation, Nedstat Ltd.,
Yahoo! Inc., which has entered into an agreement to acquire 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), Nielsen/NetRatings, a
part of the Nielsen Online Unit of the Nielsen Company, Unica Corporation 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 Group plc);
and
    
    multivariate testing providers, such as Optimost LLC (acquired by Interwoven), Memetrics
(acquired by Accenture), Kefta Inc. (acquired by Acxiom Digital) and [x + 1].
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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 a small number of third-party service providers to host and deliver our services, and
any interruptions or delays in services from these third parties could impair the delivery of our
services and harm our business.
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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.
  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.
    50




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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.
 Failure to effectively expand our sales and marketing capabilities could harm our ability to
increase our customer base and achieve broader market acceptance of our services.
  Our growth depends in part on the success of our strategic relationships with third parties,
including technology integration, channel partners and resellers of our services.
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Because our long-term success depends, in part, on our ability to expand the sales of our
services to customers located outside of the United States, our business will be susceptible to
risks associated with international operations.
  
    
    fluctuations in currency exchange rates;
    
    unexpected changes in foreign regulatory requirements;
    
    longer accounts receivable payment cycles and difficulties in collecting accounts receivable;
    
    difficulties in managing and staffing international operations;
    
    potentially adverse tax consequences, including the complexities of foreign value added
tax systems and restrictions on the repatriation of earnings;
    
    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, social and economic instability abroad, terrorist attacks and security concerns in general; 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.
  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.
   54




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We rely on our management team and need additional personnel to grow our business, and the loss
of one or more key employees or the inability to attract and retain qualified personnel could
harm our business.
  Material defects or errors in our software we use to deliver our services could harm our
reputation, result in significant costs to us and impair our ability to sell our services.
  
    
    lost or delayed market acceptance and sales of our services;
    
    sales credits or refunds to our customers;
    
    loss of customers;
    
    diversion of development resources;
    
    injury to our reputation; and
    
    increased warranty and insurance costs.
  Changes in financial accounting standards or practices may cause adverse, unexpected financial
reporting fluctuations and affect our reported results of operations.
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We might require additional capital to support business growth, and this capital might not be
available on acceptable terms, or at all.
  If we fail to maintain proper and effective internal controls, our ability to produce accurate
financial statements could be impaired, which could adversely affect our operating results, our
ability to operate our business and investors views of us.
   Our net operating loss carryforwards may expire unutilized, which could prevent us from
offsetting future taxable income.
  If we cannot maintain our corporate culture as we grow, we could lose the innovation, teamwork
and focus that we believe our culture fosters, and our business may be harmed.
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Our investments in auction rate securities are subject to risks which may adversely affect our
liquidity and cause losses.
  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.
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Domestic or foreign laws or regulations may limit our ability to collect and use Internet user
information, resulting in a decrease in the value of our services and having an adverse impact on
the sales of our services.
     We may face liability for the unauthorized disclosure or theft of private information, which
could expose us to liabilities and harm our stock price.
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We may face public relations problems as a result of violations of privacy laws and perceived
mistreatment of personal information, and these public relations problems may harm our reputation
and thereby lead to a reduction in customers and lower revenues.
  Internet-related and other laws could adversely affect our business.
  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;
    
    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;
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##### Table of Contents




    
    speculation in the press or investment community;
    
    technological advances or introduction of new products by us or our competitors;
    
    actual or anticipated developments in our competitors businesses or the competitive landscape generally;
    
    litigation involving us, our industry or both;
    
    regulatory developments in the United States, foreign countries or both;
    
    major catastrophic events;
    
    our sale of common stock or other securities in the future;
    
    the trading volume of our common stock, as well as sales of large blocks of our stock; or
    
    departures of key personnel.
  If securities analysts stop publishing research or reports about our business, or if they
downgrade our stock, the price of our stock could decline.
  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.
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
    
    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
   Total

    
    
    
    
    
    Total Number of Shares
    
    
    Maximum Number ofNumber of

    
    
    
    
    
    Purchased as Part of
    
    
    Shares that May YetShares

    
    Average Price
    
    
    Publicly Announced
    
    
    Be Purchased underPeriod
    
    Purchased (1)

    
    Paid per Share
    
    
    Plans or Programs
    
    
    the Plans or ProgramsApril 1-April 30, 2008
    
    
    3,067
    
    
    $
    4.35
    
    
    

    
    
    
    
    May 1-May 31, 2008
    
    
    487
    
    
    
    23.57
    
    
    
    
    
    
    
    June 1-June 30, 2008
    
    
    7,726
    
    
    
    22.54
    
    
    
    
    
    
    
    Total
    
    
    11,280
    
    
    
    17.64
 
 (1)
    
    The shares included in the table above were repurchased either in connection with (i) our
exercise of the repurchase right afforded to us in connection with certain employee restricted
stock awards or (ii) the forfeiture of shares by an employee as payment of the minimum
statutory withholding taxes due upon the vesting of certain employee restricted stock awards.  61




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Total Number of Shares

    
    Average Price PaidPeriod
    
    Purchased

    
    per ShareApril 1-April 30, 2008
    
    
    617
    
    
    $
    21.60May 1-May 31, 2008
    
    
    487
    
    
    
    23.57June 1-June 30, 2008
    
    
    7,065
    
    
    
    24.65Total
    
    
    8,169
    
    
    
    24.36
  
 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 DirectorGregory S. Butterfield
    

    61,438,438
    
    

    2,273,219John R. Pestana
    

    63,316,772
    
    

    394,885
  Proposal Two
  Votes For
    
    Votes Against
    
    
    Abstentions63,447,931
    

    246,393
    
    

17,331
 62




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##### Table of Contents



ITEM 5. Other Information
  
 ITEM 6. Exhibits
 Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith2.1
    
    Share Purchase
Agreement, by and
among Registrant,
the Shareholders of
Touch Clarity
Limited, Paul
Phillips, Helen
Protopapas and Tim
Brown, as the
Warrantors, and
Alta Berkeley LLP
and Yehoshua Ennis
collectively as the
Shareholder
Representative,
dated February 14,
2007
    
    8-K
    
    000-52076
    
    
    2.1
    
    
    February 20, 20072.2
    
    Agreement and Plan
of Reorganization
by and among
Registrant, San
Francisco
Acquisition Corp.,
Offermatica
Corporation, Henry
Baker, as the
Stockholder
Representative and
U.S. Bank National
Association, as
Escrow Agent, dated
September 7, 2007
    
    8-K
    
    000-52076
    
    
    2.1
    
    
    September 12, 20072.3
    
    Agreement and Plan
of Reorganization
by and among
Registrant, Voyager
Acquisition Corp
and Visual
Sciences, Inc.,
dated October 25,
2007
    
    10-Q
    
    000-52076
    
    
    2.3
    
    
    November 9, 20072.4
    
    Agreement and Plan
of Merger dated as
of February 1, 2006
by and among
WebSideStory, Inc.,
VS Acquisition,
LLC, Visual
Sciences, LLC and
Ned Scherer, as the
Member
Representative
    
    10-K
    
    000-52076
    
    
    2.4
    
    
    February 29, 20083.1
    
    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
    
    
    November 13, 20074.1
    
    Specimen Common
Stock Certificate
of Registrant
    
    S-1
    
    333-132987
    
    
    4.1
    
    
    June 22, 2006
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##### Table of Contents



4.2
    
    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, 20064.3A
    
    Silicon Valley Bank
Third Amended and
Restated Loan and
Security Agreement,
dated August 17,
2007
    
    8-K
    
    000-52076
    
    
    10.1
    
    
    August 21, 20074.3B
    
    Silicon Valley Bank First Amendment to
Third Amended and Restated Loan and Security Agreement, dated August 7, 2008
    
    
    
    
    
    
    
    
    
    
    X4.4
    
    Registration Rights
Agreement by and
among Registrant
and certain
Shareholders of
Touch Clarity Ltd.,
dated February 14,
2007
    
    8-K
    
    000-52076
    
    
    4.1
    
    
    February 20, 200710.1
    
    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, 200610.3A
    
    2006 Equity
Incentive Plan of
Registrant
    
    10-K
    
    000-52076
    
    
    10.3A
    
    
    March 23, 200710.3B
    
    Forms of Stock
Option Award
Agreement used
under the 2006
Equity Incentive
Plan
    
    10-K
    
    000-52076
    
    
    10.3B
    
    
    March 23, 200710.3C
    
    Form of Stock
Appreciation Right
Agreement and
related forms under
the 2006 Equity
Incentive Plan for
Non-Employee
Directors
    
    10-Q
    
    000-52076
    
    
    10.3
    
    
    May 15, 2007
 64




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##### Table of Contents



10.3D
    
    Form of Restricted
Stock Unit Award
Agreement used
under the 2006
Equity Incentive
Plan
    
    10-Q
    
    000-52076
    
    
    10.3D
    
    
    November 9, 200710.3E
    
    Form of Restricted
Stock Unit Award
Agreement -
Non-U.S.
Participants used
under the 2006
Equity Incentive
Plan
    
    10-K
    
    000-52076
    
    
    10.3E
    
    
    February 29, 200810.4A
    
    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, 200810.6
    
    WebSideStory, Inc.
2004 Equity
Incentive Award
Plan and Form of
Option Grant Agreement
    
    10-K
    
    000-52076
    
    
    10.6
    
    
    February 29, 200810.6A
    
    Form of Restricted
Stock Award Grant
Notice and
Restricted Stock
Award Agreement
under WebSideStory,
Inc. 2004 Equity
Incentive Award
Plan
    
    10-K
    
    000-52076
    
    
    10.6A
    
    
    February 29, 200810.7
    
    Avivo Corporation
1999 Equity
Incentive Plan and
Form of Option
Grant Agreement
    
    10-K
    
    000-52076
    
    
    10.7
    
    
    February 29, 200810.8
    
    WebSideStory, Inc.
2006 Employment
Commencement Equity
Incentive Award
Plan and Form of
Option Grant
Agreement
    
    10-K
    
    000-52076
    
    
    10.8
    
    
    February 29, 200810.9A
    
    2007 Equity
Incentive Plan of
Registrant
    
    S-8
    
    333-149022
    
    
    99.9
    
    
    February 1, 200810.9B
    
    Form of Stock
Option Award
Agreement under
2007 Equity
Incentive Plan of
Registrant
    
    S-8
    
    333-149022
    
    
    99.10
    
    
    February 1, 200810.9C
    
    Form of Restricted
Stock Unit Award
Agreement under
2007 Equity
Incentive Plan of
Registrant
    
    S-8
    
    333-149022
    
    
    99.11
    
    
    February 1, 200810.10A
    
    2008 Equity
Incentive Plan of
Registrant
    
    S-8
    
    333-149022
    
    
    99.12
    
    
    February 1, 200810.10B
    
    Form of Stock
Option Award
Agreement under
2008 Equity
Incentive Plan of
Registrant
    
    S-8
    
    333-149022
    
    
    99.13
    
    
    February 1, 2008
 65




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##### Table of Contents



10.10C
    
    Form of Restricted
Stock Unit Award
Agreement under the
2008 Equity
Incentive Plan of
Registrant
    
    S-8
    
    333-149022
    
    
    99.14
    
    
    February 1, 200810.11
    
    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
    
    S-1
    
    333-132987
    
    
    10.5
    
    
    June 22, 200610.16
    
    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, 2006
 66




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##### Table of Contents



10.18E
    
    Fourth Amendment to
Basic Lease
Information and
Canyon Park
Technology Center
Office Building
Lease Agreement
between Registrant
and TCU Properties
I, LLC, dated May
31, 2005
    
    S-1
    
    333-132987
    
    
    10.8D
    
    
    April 4, 200610.18F
    
    Fifth Amendment to
Basic Lease
Information and
Canyon Park
Technology Center
Office Building
Lease Agreement
between Registrant
and TCU Properties
I, LLC, dated
January 25, 2006
    
    S-1
    
    333-132987
    
    
    10.8F
    
    
    April 4, 200610.18G
    
    Sixth Amendment to
Basic Lease
Information and
Canyon Park
Technology Center
Office Building
Lease Agreement
between Registrant
and TCU-Canyon
Park, LLC,
successor in
interest to TCU
Properties I, LLC,
dated January 11,
2008
    
    10-K
    
    000-52076
    
    
    10.18G
    
    
    February 29, 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
    
    S-1
    
    333-132987
    
    
    10.12
    
    
    June 22, 2006
 67




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##### Table of Contents



10.23
    
    Form of Change of
Control Agreement
entered into
between Registrant
and each of Brett
M. Error and
Christopher C.
Harrington and John
F. Mellor
    
    S-1
    
    333-132987
    
    
    10.14
    
    
    June 22, 200610.24
    
    Change of Control
Agreement between
Registrant and
Michael S. Herring
    
    S-1
    
    333-132987
    
    
    10.15
    
    
    June 22, 200610.25
    
    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, 200810.29A
    
    Sublease dated as
of July 3, 2001 by
and between
WebSideStory, Inc.
and RF Magic, Inc.
    
    10-K
    
    000-52076
    
    
    10.29A
    
    
    February 29, 200810.29B
    
    Amendment of
Sublease dated as
of September 10,
2003 by and between
WebSideStory, Inc.
and RF Magic, Inc.
    
    10-K
    
    000-52076
    
    
    10.29B
    
    
    February 29, 2008
 68




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##### Table of Contents



10.29C
    
    Second Amendment of
Sublease dated as
of June 14, 2006 by
and between
WebSideStory, Inc.
and RF Magic, Inc.
    
    10-K
    
    000-52076
    
    10.29C
    
    February 29, 200810.29D
    
    Third Amendment and
Assignment of
Sublease dated as
of October 8, 2007
by and among Visual
Sciences, Inc.
(formerly known as
WebSideStory,
Inc.), RF Magic,
Inc. and Entropic
Communications,
Inc.
    
    10-K
    
    000-52076
    
    10.29D
    
    February 29, 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. 69




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##### Table of Contents



SIGNATURES
  OMNITURE, INC.
(Registrant)Date: August 8, 2008
    /s/ Joshua G. JamesJoshua G. JamesPresident and Chief Executive Officer (Principal
Executive Officer)Date: August 8, 2008
    /s/ Michael S. HerringMichael S. HerringChief Financial Officer and Executive Vice
President (Principal Financial Officer) 70




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##### Table of Contents



INDEX TO EXHIBITS
 Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith2.1
    
    Share Purchase
Agreement, by and
among Registrant,
the Shareholders of
Touch Clarity
Limited, Paul
Phillips, Helen
Protopapas and Tim
Brown, as the
Warrantors, and
Alta Berkeley LLP
and Yehoshua Ennis
collectively as the
Shareholder
Representative,
dated February 14,
2007
    
    8-K
    
    000-52076
    
    
    2.1
    
    
    February 20, 20072.2
    
    Agreement and Plan
of Reorganization
by and among
Registrant, San
Francisco
Acquisition Corp.,
Offermatica
Corporation, Henry
Baker, as the
Stockholder
Representative and
U.S. Bank National
Association, as
Escrow Agent, dated
September 7, 2007
    
    8-K
    
    000-52076
    
    
    2.1
    
    
    September 12, 20072.3
    
    Agreement and Plan
of Reorganization
by and among
Registrant, Voyager
Acquisition Corp
and Visual
Sciences, Inc.,
dated October 25,
2007
    
    10-Q
    
    000-52076
    
    
    2.3
    
    
    November 9, 20072.4
    
    Agreement and Plan
of Merger dated as
of February 1, 2006
by and among
WebSideStory, Inc.,
VS Acquisition,
LLC, Visual
Sciences, LLC and
Ned Scherer, as the
Member
Representative
    
    10-K
    
    000-52076
    
    
    2.4
    
    
    February 29, 20083.1
    
    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
    
    
    November 13, 20074.1
    
    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, 2006




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##### Table of Contents



4.3A
    
    Silicon Valley Bank
Third Amended and
Restated Loan and
Security Agreement,
dated August 17,
2007
    
    8-K
    
    000-52076
    
    
    10.1
    
    
    August 21, 20074.3B
    
    Silicon Valley Bank First Amendment to
Third Amended and Restated Loan and Security Agreement, dated August 7, 2008
    
    
    
    
    
    
    
    
    

    
    X4.4
    
    Registration Rights
Agreement by and
among Registrant
and certain
Shareholders of
Touch Clarity Ltd.,
dated February 14,
2007
    
    8-K
    
    000-52076
    
    
    4.1
    
    
    February 20, 200710.1
    
    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, 200610.3A
    
    2006 Equity
Incentive Plan of
Registrant
    
    10-K
    
    000-52076
    
    
    10.3A
    
    
    March 23, 200710.3B
    
    Forms of Stock
Option Award
Agreement used
under the 2006
Equity Incentive
Plan
    
    10-K
    
    000-52076
    
    
    10.3B
    
    
    March 23, 200710.3C
    
    Form of Stock
Appreciation Right
Agreement and
related forms under
the 2006 Equity
Incentive Plan for
Non-Employee
Directors
    
    10-Q
    
    000-52076
    
    
    10.3
    
    
    May 15, 200710.3D
    
    Form of Restricted
Stock Unit Award
Agreement used
under the 2006
Equity Incentive
Plan
    
    10-Q
    
    000-52076
    
    
    10.3D
    
    
    November 9, 2007




---



##### Table of Contents



10.3E
    
    Form of Restricted
Stock Unit Award
Agreement -
Non-U.S.
Participants used
under the 2006
Equity Incentive
Plan
    
    10-K
    
    000-52076
    
    
    10.3E
    
    
    February 29, 200810.4A
    
    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, 200810.6
    
    WebSideStory, Inc.
2004 Equity
Incentive Award
Plan and Form of
Option Grant
Agreement
    
    10-K
    
    000-52076
    
    
    10.6
    
    
    February 29, 200810.6A
    
    Form of Restricted
Stock Award Grant
Notice and
Restricted Stock
Award Agreement
under WebSideStory,
Inc. 2004 Equity
Incentive Award
Plan
    
    10-K
    
    000-52076
    
    
    10.6A
    
    
    February 29, 200810.7
    
    Avivo Corporation
1999 Equity
Incentive Plan and
Form of Option
Grant Agreement
    
    10-K
    
    000-52076
    
    
    10.7
    
    
    February 29, 200810.8
    
    WebSideStory, Inc.
2006 Employment
Commencement Equity
Incentive Award
Plan and Form of
Option Grant
Agreement
    
    10-K
    
    000-52076
    
    
    10.8
    
    
    February 29, 200810.9A
    
    2007 Equity
Incentive Plan of
Registrant
    
    S-8
    
    333-149022
    
    
    99.9
    
    
    February 1, 200810.9B
    
    Form of Stock
Option Award
Agreement under
2007 Equity
Incentive Plan of
Registrant
    
    S-8
    
    333-149022
    
    
    99.10
    
    
    February 1, 200810.9C
    
    Form of Restricted
Stock Unit Award
Agreement under
2007 Equity
Incentive Plan of
Registrant
    
    S-8
    
    333-149022
    
    
    99.11
    
    
    February 1, 200810.10A
    
    2008 Equity
Incentive Plan of
Registrant
    
    S-8
    
    333-149022
    
    
    99.12
    
    
    February 1, 200810.10B
    
    Form of Stock
Option Award
Agreement under
2008 Equity
Incentive Plan of
Registrant
    
    S-8
    
    333-149022
    
    
    99.13
    
    
    February 1, 200810.10C
    
    Form of Restricted
Stock Unit Award
Agreement under the
2008 Equity
Incentive Plan of
Registrant
    
    S-8
    
    333-149022
    
    
    99.14
    
    
    February 1, 2008




---



##### Table of Contents



10.11
    
    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
    
    S-1
    
    333-132987
    
    
    10.5
    
    
    June 22, 200610.16
    
    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, 2006




---



##### Table of Contents



10.18E
    
    Fourth Amendment to
Basic Lease
Information and
Canyon Park
Technology Center
Office Building
Lease Agreement
between Registrant
and TCU Properties
I, LLC, dated May
31, 2005
    
    S-1
    
    333-132987
    
    
    10.8D
    
    
    April 4, 200610.18F
    
    Fifth Amendment to
Basic Lease
Information and
Canyon Park
Technology Center
Office Building
Lease Agreement
between Registrant
and TCU Properties
I, LLC, dated
January 25, 2006
    
    S-1
    
    333-132987
    
    
    10.8F
    
    
    April 4, 200610.18G
    
    Sixth Amendment to
Basic Lease
Information and
Canyon Park
Technology Center
Office Building
Lease Agreement
between Registrant
and TCU-Canyon
Park, LLC,
successor in
interest to TCU
Properties I, LLC,
dated January 11,
2008
    
    10-K
    
    000-52076
    
    
    10.18G
    
    
    February 29, 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
    
    S-1
    
    333-132987
    
    
    10.12
    
    
    June 22, 200610.23
    
    Form of Change of
Control Agreement
entered into
between Registrant
and each of Brett
M. Error and
Christopher C.
Harrington and John
F. Mellor
    
    S-1
    
    333-132987
    
    
    10.14
    
    
    June 22, 2006




---



##### Table of Contents



10.24
    
    Change of Control
Agreement between
Registrant and
Michael S. Herring
    
    S-1
    
    333-132987
    
    
    10.15
    
    
    June 22, 200610.25
    
    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, 200810.29A
    
    Sublease dated as
of July 3, 2001 by
and between
WebSideStory, Inc.
and RF Magic, Inc.
    
    10-K
    
    000-52076
    
    
    10.29A
    
    
    February 29, 200810.29B
    
    Amendment of
Sublease dated as
of September 10,
2003 by and between
WebSideStory, Inc.
and RF Magic, Inc.
    
    10-K
    
    000-52076
    
    
    10.29B
    
    
    February 29, 200810.29C
    
    Second Amendment of
Sublease dated as
of June 14, 2006 by
and between
WebSideStory, Inc.
and RF Magic, Inc.
    
    10-K
    
    000-52076
    
    
    10.29C
    
    
    February 29, 2008




---



##### Table of Contents



10.29D
    
    Third Amendment and
Assignment of
Sublease dated as
of October 8, 2007
by and among Visual
Sciences, Inc.
(formerly known as
WebSideStory,
Inc.), RF Magic,
Inc. and Entropic
Communications,
Inc.
    
    10-K
    
    000-52076
    
    10.29D
    
    February 29, 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.