##### 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 September 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 
incorporation or organization)
    
    (IRS Employer
Identification No.)
 550 East Timpanogos Circle
Orem, Utah 84097
(Address, including zip code, of Registrants principal executive offices)
 801.722.7000
(Registrants telephone number, including area code)
 þ o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



TABLE OF CONTENTS
 PART I. FINANCIAL INFORMATION

1ITEM 1. Financial Statements

1ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

23ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

43ITEM 4. Controls and Procedures

44PART II. OTHER INFORMATION

44ITEM 1. Legal Proceedings

44ITEM 1A. Risk Factors

44ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

62ITEM 3. Defaults Upon Senior Securities

63ITEM 4. Submission of Matters to a Vote of Security Holders

63ITEM 5. Other Information

63ITEM 6. Exhibits

64SIGNATURES

72INDEX
TO EXHIBITS

73




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements
 OMNITURE, INC.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
 December 31,
    
    
    September 30,2007
    
    
    2008Assets:Current assets:Cash and cash equivalents
    
    $
    77,765
    
    
    $
    71,691Short-term investments
    
    
    56,924
    
    
    
    4,997Accounts receivable, net of allowances of $4,730 and $10,554
at December 31, 2007 and September 30, 2008, respectively
    
    
    51,971
    
    
    
    95,191Prepaid expenses and other current assets
    
    
    3,663
    
    
    
    5,458Total current assets
    
    
    190,323
    
    
    
    177,337Property and equipment, net
    
    
    31,214
    
    
    
    64,906Intangible assets, net
    
    
    50,769
    
    
    
    139,018Goodwill
    
    
    94,960
    
    
    
    419,477Long-term investments
    
    
    
    
    
    
    19,768Other assets
    
    
    3,457
    
    
    
    2,651Total assets
    
    $
    370,723
    
    
    $
    823,157Liabilities and Stockholders Equity:Current liabilities:Accounts payable
    
    $
    6,470
    
    
    $
    11,910Accrued liabilities
    
    
    17,126
    
    
    
    32,509Current portion of deferred revenues
    
    
    42,041
    
    
    
    91,968Current portion of notes payable
    
    
    4,407
    
    
    
    4,765Current portion of capital lease obligations
    
    
    246
    
    
    
    209Total current liabilities
    
    
    70,290
    
    
    
    141,361Deferred revenues, less current portion
    
    
    1,815
    
    
    
    9,420Notes payable, less current portion
    
    
    2,948
    
    
    
    7,010Capital lease obligations, less current portion
    
    
    173
    
    
    
    65Other liabilities
    
    
    4,422
    
    
    
    5,899Commitments and contingenciesStockholders equity:Preferred stock
    
    
    
    
    
    
    Common stock
    
    
    61
    
    
    
    72Additional paid-in capital
    
    
    340,424
    
    
    
    746,602Deferred stock-based compensation
    
    
    (1,182
    )
    
    
    (568
    )Accumulated other comprehensive income (loss)
    
    
    40
    
    
    
    (1,753
    )Accumulated deficit
    
    
    (48,268
    )
    
    
    (84,951
    )Total stockholders equity
    
    
    291,075
    
    
    
    659,402Total liabilities and stockholders equity
    
    $
    370,723
    
    
    $
    823,157
 See accompanying notes to the condensed consolidated financial statements.
 1




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OMNITURE, INC.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
 Three Months
    
    
    Nine MonthsEnded September 30,
    
    
    Ended September 30,2007
    
    
    2008
    
    
    2007
    
    
    2008Revenues:Subscription, license and maintenance
    
    $
    34,358
    
    
    $
    69,554
    
    
    $
    92,282
    
    
    $
    191,324Professional services and other
    
    
    3,024
    
    
    
    8,227
    
    
    
    7,732
    
    
    
    21,290Total revenues
    
    
    37,382
    
    
    
    77,781
    
    
    
    100,014
    
    
    
    212,614Cost of revenues:Subscription, license and maintenance
    
    
    12,081
    
    
    
    28,860
    
    
    
    32,573
    
    
    
    79,724Professional services and other
    
    
    1,752
    
    
    
    4,056
    
    
    
    4,747
    
    
    
    10,817Total cost of revenues
    
    
    13,833
    
    
    
    32,916
    
    
    
    37,320
    
    
    
    90,541Gross profit
    
    
    23,549
    
    
    
    44,865
    
    
    
    62,694
    
    
    
    122,073Operating expenses:Sales and marketing
    
    
    15,716
    
    
    
    32,705
    
    
    
    44,383
    
    
    
    96,091Research and development
    
    
    4,656
    
    
    
    9,190
    
    
    
    11,768
    
    
    
    27,840General and administrative
    
    
    6,383
    
    
    
    11,364
    
    
    
    16,642
    
    
    
    33,993Total operating expenses
    
    
    26,755
    
    
    
    53,259
    
    
    
    72,793
    
    
    
    157,924Loss from operations
    
    
    (3,206
    )
    
    
    (8,394
    )
    
    
    (10,099
    )
    
    
    (35,851
    )Interest income
    
    
    2,278
    
    
    
    368
    
    
    
    3,749
    
    
    
    1,659Interest expense
    
    
    (185
    )
    
    
    (261
    )
    
    
    (686
    )
    
    
    (718
    )Other income (expense), net
    
    
    102
    
    
    
    (585
    )
    
    
    (365
    )
    
    
    (541
    )Loss before income taxes
    
    
    (1,011
    )
    
    
    (8,872
    )
    
    
    (7,401
    )
    
    
    (35,451
    )Provision for income taxes
    
    
    89
    
    
    
    8,408
    
    
    
    201
    
    
    
    1,232Net loss
    
    $
    (1,100
    )
    
    $
    (17,280
    )
    
    $
    (7,602
    )
    
    $
    (36,683
    )Net loss per share, basic and diluted
    
    $
    (0.02
    )
    
    $
    (0.24
    )
    
    $
    (0.15
    )
    
    $
    (0.52
    )Weighted-average number of shares, basic and diluted
    
    
    57,874
    
    
    
    72,202
    
    
    
    51,806
    
    
    
    71,034
 See accompanying notes to the condensed consolidated financial statements.
 2




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OMNITURE, INC.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
 Nine MonthsEnded September 30,2007
    
    
    2008Cash flows from operating activities:Net loss
    
    $
    (7,602
    )
    
    $
    (36,683
    )Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation and amortization
    
    
    14,644
    
    
    
    41,340Stock-based compensation
    
    
    9,338
    
    
    
    25,103Other non-cash transactions
    
    
    (631
    )
    
    
    (325
    )Loss on foreign currency forward contracts
    
    
    243
    
    
    
    329Changes in operating assets and liabilities:Accounts receivable, net
    
    
    (13,951
    )
    
    
    (25,154
    )Prepaid expenses and other assets
    
    
    (259
    )
    
    
    112Accounts payable
    
    
    4,331
    
    
    
    4,206Accrued and other liabilities
    
    
    870
    
    
    
    2,812Deferred revenues
    
    
    11,221
    
    
    
    48,776Net cash provided by operating activities
    
    
    18,204
    
    
    
    60,516Cash flows from investing activities:Purchases of investments
    
    
    (137,996
    )
    
    
    (24,808
    )Proceeds from sales of investments
    
    
    13,150
    
    
    
    36,970Maturities of investments
    
    
    10,000
    
    
    
    20,000Purchases of property and equipment
    
    
    (9,192
    )
    
    
    (41,871
    )Purchases of intangible assets
    
    
    (3,563
    )
    
    
    (3,317
    )Payments related to foreign currency forward contracts
    
    
    (337
    )
    
    
    (329
    )Business acquisitions, net of cash acquired
    
    
    (44,179
    )
    
    
    (60,822
    )Net cash used in investing activities
    
    
    (172,117
    )
    
    
    (74,177
    )Cash flows from financing activities:Proceeds from exercise of stock options
    
    
    2,608
    
    
    
    8,557Proceeds from employee stock purchase plan
    
    
    194
    
    
    
    330Proceeds from issuance of common stock, net of issuance costs
    
    
    142,233
    
    
    
    Repurchases of vested restricted stock
    
    
    
    
    
    
    (993
    )Proceeds from issuance of notes payable
    
    
    397
    
    
    
    8,006Principal payments on notes payable and capital lease obligations
    
    
    (5,019
    )
    
    
    (7,752
    )Net cash provided by financing activities
    
    
    140,413
    
    
    
    8,148Effect of exchange rate changes on cash and cash equivalents
    
    
    114
    
    
    
    (561
    )Net decrease in cash and cash equivalents
    
    
    (13,386
    )
    
    
    (6,074
    )Cash and cash equivalents at beginning of period
    
    
    68,287
    
    
    
    77,765Cash and cash equivalents at end of period
    
    $
    54,901
    
    
    $
    71,691
 See accompanying notes to the condensed consolidated financial statements.
 3




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




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




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
  Accounting for Derivative Instruments and Hedging
Activities
 Comprehensive Loss
  Three Months
    
    
    Nine MonthsEnded September 30,
    
    
    Ended September 30,2007
    
    
    2008
    
    
    2007
    
    
    2008Net loss
    
    $
    (1,100
    )
    
    $
    (17,280
    )
    
    $
    (7,602
    )
    
    $
    (36,683
    )Net foreign currency translation loss
    
    
    (105
    )
    
    
    (340
    )
    
    
    (329
    )
    
    
    (14
    )Reclassification adjustment for realized gain on available-for-sale securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15
    )Unrealized gain (loss) on available-for-sale securities
    
    
    42
    
    
    
    (651
    )
    
    
    (25
    )
    
    
    (1,751
    )Comprehensive loss
    
    $
    (1,163
    )
    
    $
    (18,271
    )
    
    $
    (7,956
    )
    
    $
    (38,463
    )
 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.
 6




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
  Noncontrolling Interests in Consolidated
Financial Statements.
 Determination of Useful Life of Intangible
Assets Goodwill and Other Intangible Assets
 Disclosures about Derivative Instruments and
Hedging Activities.
 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.
 Severance and
    
    
    ExcessBenefits
    
    
    Facilities
    
    
    TotalBalance at December 31, 2007
    
    $
    
    
    
    $
    
    
    
    $
    Costs accrued(1)
    
    
    4,539
    
    
    
    2,655
    
    
    
    7,194Cash payments
    
    
    (3,480
    )
    
    
    (331
    )
    
    
    (3,811
    )Releases
    
    
    
    
    
    
    
    
    
    
    Balance at September 30, 2008
    
    $
    1,059
    
    
    $
    2,324
    
    
    $
    3,383
 
 (1)
    
    Recorded to goodwill and included as a component of the aggregate purchase
price of the Visual Sciences acquisition. 8




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
  Current assets
    
    $
    36,595Property and equipment
    
    
    10,357Other assets
    
    
    157Acquired intangibles:Existing technology (3.8 year weighted-average estimated useful life)
    
    
    20,500Customer contracts and related relationships (7.3 year weighted-average estimated useful life)
    
    
    68,500Core technology (3.5 year weighted-average estimated useful life)
    
    
    9,500Maintenance agreements and related relationships (7.0 year weighted-average estimated useful
life)
    
    
    5,700Patent license (6.6 year weighted-average estimated useful life)
    
    
    6,783Goodwill
    
    
    321,204Total assets acquired
    
    
    479,296Current liabilities
    
    
    21,662Long-term liabilities
    
    
    10,699Total liabilities assumed
    
    
    32,361Net assets acquired
    
    $
    446,935
      9




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
  Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2007
    
    2008
    
    2007
    
    2008Revenues
    
    $
    59,897
    
    
    $
    79,681
    
    
    $
    160,820
    
    
    $
    227,425Loss from operations
    
    
    (12,710
    )
    
    
    (6,494
    )
    
    
    (39,712
    )
    
    
    (27,071
    )Net loss
    
    
    (10,694
    )
    
    
    (15,380
    )
    
    
    (38,810
    )
    
    
    (27,988
    )Net loss per share, basic and diluted
    
    $
    (0.15
    )
    
    $
    (0.21
    )
    
    $
    (0.61
    )
    
    $
    (0.39
    )
 3. Stock-based Compensation
 Equity Incentive Plans
     10




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
 Employee Stock Purchase Plan
  Valuation of Stock Options
 Share-Based Payment,
 Share-Based Payment
    11




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
  Nine MonthsEnded September 30,2007
    
    2008Expected volatility
    
    
    43%-60
    %
    
    
    52%-53
    %Expected term (in years)
    
    
    4.0-6.1
    
    
    
    3.8Risk-free interest rate
    
    
    4.3%-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
    
    
    3,330,615
    
    
    
    23.02Assumed in connection with the acquisition of Visual Sciences
    
    
    1,749,500
    
    
    
    23.91Exercised
    
    
    (1,677,154
    )
    
    
    6.70Canceled
    
    
    (1,401,072
    )
    
    
    23.35Outstanding at September 30, 2008
    
    
    12,132,692
    
    
    
    14.92
    
    
    
    7.8
    
    
    $
    70,229Vested and expected to vest at September 30, 2008 (1)
    
    
    8,455,688
    
    
    
    18.52
    
    
    
    8.2
    
    
    
    23,462Exercisable at September 30, 2008
    
    
    3,728,572
    
    
    
    11.67
    
    
    
    6.7
    
    
    
    29,978
 
 (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 September 30, 2008. 12




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
  Nine MonthsEnded September 30,2007
    
    2008Weighted-average, grant-date fair value of stock options granted
    
    $
    11.04
    (1)
    
    $
    10.38
    (2)Weighted-average exercise price of stock options granted
    
    
    18.52
    (1)
    
    
    23.33
    (2)Aggregate intrinsic value of stock options exercised (in thousands) (3)
    
    
    32,624
    
    
    
    40,043Weighted-average, grant-date fair value of stock options forfeited (4)
    
    $
    14.29
    
    
    $
    11.28Number of stock options forfeited (4)
    
    
    262,734
    
    
    
    1,035,855
 
 (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
    
    
    913,724
    
    
    
    24.08Unvested RSAs assumed in the Visual Sciences acquisition
    
    
    118,478
    
    
    
    24.09Vested
    
    
    (116,161
    )
    
    
    30.43Forfeited
    
    
    (154,115
    )
    
    
    28.43Unvested RSUs and RSAs at September 30, 2008
    
    
    986,926
    
    
    
    24.75
  13




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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
    
    
    Nine MonthsEnded September 30,
    
    
    Ended September 30,2007
    
    
    2008
    
    
    2007
    
    
    2008Cost of subscription, license and maintenance revenues
    
    $
    347
    
    
    $
    865
    
    
    $
    1,074
    
    
    $
    3,357Cost of professional services and other revenues
    
    
    103
    
    
    
    243
    
    
    
    313
    
    
    
    734Sales and marketing
    
    
    1,263
    
    
    
    2,909
    
    
    
    3,478
    
    
    
    9,186Research and development
    
    
    692
    
    
    
    1,512
    
    
    
    1,762
    
    
    
    5,352General and administrative
    
    
    1,229
    
    
    
    2,272
    
    
    
    2,711
    
    
    
    6,474$
    3,634
    
    
    $
    7,801
    
    
    $
    9,338
    
    
    $
    25,103
 4. Concentrations of Credit Risk and Significant Customers
   14




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
  Three Months
    
    
    Nine MonthsEnded September 30,
    
    
    Ended September 30,2007
    
    
    2008
    
    
    2007
    
    
    2008Revenues from customers within the United States
    
    $
    27,274
    
    
    $
    55,567
    
    
    $
    74,531
    
    
    $
    153,675Revenues from customers outside the United States
    
    
    10,108
    
    
    
    22,214
    
    
    
    25,483
    
    
    
    58,939Total revenues
    
    $
    37,382
    
    
    $
    77,781
    
    
    $
    100,014
    
    
    $
    212,614Revenues from customers outside the United
States as a percentage of total revenues
    
    
    27
    %
    
    
    29
    %
    
    
    25
    %
    
    
    28
    %
 5. Net Loss Per Share
  Three Months
    
    
    Nine MonthsEnded September 30,
    
    
    Ended September 30,2007
    
    
    2008
    
    
    2007
    
    
    2008Numerator:Net loss
    
    $
    (1,100
    )
    
    $
    (17,280
    )
    
    $
    (7,602
    )
    
    $
    (36,683
    )Denominator:Weighted-average common shares outstanding
    
    
    58,502
    
    
    
    72,563
    
    
    
    52,557
    
    
    
    71,395Weighted-average common shares outstanding subject to repurchase
    
    
    (628
    )
    
    
    (361
    )
    
    
    (751
    )
    
    
    (361
    )Denominator for basic and diluted net loss per share
    
    
    57,874
    
    
    
    72,202
    
    
    
    51,806
    
    
    
    71,034
  Three Months
    
    Nine MonthsEnded September 30,
    
    Ended September 30,2007
    
    2008
    
    2007
    
    2008Common shares outstanding subject to repurchase
    
    
    621
    
    
    
    350
    
    
    
    741
    
    
    
    351Employee stock awards
    
    
    5,576
    
    
    
    3,497
    
    
    
    5,504
    
    
    
    4,048Warrants
    
    
    242
    
    
    
    240
    
    
    
    241
    
    
    
    241Unvested RSAs and RSUs
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    17
 15




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##### Table of Contents



Omniture, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
 6. Balance Sheet Accounts
 Property and Equipment
  December 31,
    
    
    September 30,2007
    
    
    2008Computers, equipment and software
    
    $
    63,791
    
    
    $
    110,042Furniture and fixtures
    
    
    1,117
    
    
    
    3,414Leasehold improvements
    
    
    1,723
    
    
    
    5,47266,631
    
    
    
    118,928Less: accumulated depreciation and amortization
    
    
    (35,417
    )
    
    
    (54,022
    )$
    31,214
    
    
    $
    64,906
 Goodwill and Intangible Assets
  Balance at December 31, 2007
    
    $
    94,960Goodwill related to Visual Sciences acquisition
    
    
    321,204Net adjustments to goodwill related to 2007 acquisitions
    
    
    3,313Balance at September 30, 2008
    
    $
    419,477
  December 31, 2007Gross Carrying
    
    
    Accumulated
    
    
    Net CarryingAmount
    
    
    Amortization
    
    
    AmountPurchased technology
    
    $
    31,100
    
    
    $
    2,433
    
    
    $
    28,667Customer contracts and related relationships
    
    
    13,300
    
    
    
    998
    
    
    
    12,302Patent licenses
    
    
    11,824
    
    
    
    2,969
    
    
    
    8,855Other
    
    
    1,777
    
    
    
    1,157
    
    
    
    620Non-compete agreements
    
    
    600
    
    
    
    275
    
    
    
    325$
    58,601
    
    
    $
    7,832
    
    
    $
    50,769
 September 30, 2008Gross Carrying
    
    
    Accumulated
    
    
    Net CarryingAmount
    
    
    Amortization
    
    
    AmountPurchased technology
    
    $
    61,100
    
    
    $
    13,860
    
    
    $
    47,240Customer contracts and related relationships
    
    
    81,800
    
    
    
    9,137
    
    
    
    72,663Patent licenses
    
    
    18,607
    
    
    
    5,096
    
    
    
    13,511Maintenance agreements
    
    
    5,700
    
    
    
    573
    
    
    
    5,127Other
    
    
    1,617
    
    
    
    1,240
    
    
    
    377Non-compete agreements
    
    
    600
    
    
    
    500
    
    
    
    100$
    169,424
    
    
    $
    30,406
    
    
    $
    139,018
  16




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##### Table of Contents



Omniture, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
   Remaining three months in 2008
    
    $
    7,8622009
    
    
    31,1622010
    
    
    24,6832011
    
    
    24,0962012
    
    
    20,928Thereafter
    
    
    30,287$
    139,018
 Other Liabilities
  December 31,
    
    
    September 30,2007
    
    
    2008Deferred tax liabilities
    
    $
    4,047
    
    
    $
    3,158Other liabilities
    
    
    375
    
    
    
    2,741$
    4,422
    
    
    $
    5,899
 7. Notes Payable
  Interest
    
    
    Final Maturity
    
    
    December 31,
    
    
    September 30,Rate
    
    
    Date
    
    
    2007
    
    
    2008Draw on revolving line of credit
    
    variable rate
    
    Dec. 2008
    
    $
    500
    
    
    $
    500Draw on second equipment facility
    
    
    7.55
    
    
    Jan. 2009
    
    
    722
    
    
    
    222Draw on second equipment facility
    
    
    7.77
    
    
    Feb. 2009
    
    
    428
    
    
    
    153Draw on second equipment facility
    
    
    8.03
    
    
    Mar. 2009
    
    
    833
    
    
    
    333Draw on second equipment facility
    
    
    8.38
    
    
    Apr. 2009
    
    
    962
    
    
    
    421Draw on second equipment facility
    
    
    8.79
    
    
    Jun. 2009
    
    
    1,172
    
    
    
    586Draw on second equipment facility
    
    
    7.25
    
    
    Dec. 2011
    
    
    2,364
    
    
    
    1,972Draw on second equipment facility
    
    
    6.00
    
    
    Mar. 2012
    
    
    
    
    
    
    2,670Draw on second equipment facility
    
    
    5.00
    
    
    Jun. 2012
    
    
    
    
    
    
    4,717Bank note payable
    
    
    9.07
    
    
    Apr. 2010
    
    
    310
    
    
    
    177Other notes payable
    
    variable rate
    
    May 2009
    
    
    64
    
    
    
    247,355
    
    
    
    11,775Less: current portion
    
    
    
    
    
    
    
    
    
    
    (4,407
    )
    
    
    (4,765
    )Notes payable, excluding current portion
    
    
    
    
    
    
    
    
    
    $
    2,948
    
    
    $
    7,010
  17




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##### Table of Contents



Omniture, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
      Year Ending December 31,Remaining three months in 2008
    
    $
    1,9172009
    
    
    3,5312010
    
    
    2,6552011
    
    
    2,7802012
    
    
    892$
    11,775
 18




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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 September 30, 2008 UsingQuoted Pricesin Active
    
    
    SignificantMarkets For
    
    
    Other
    
    
    SignificantIdentical
    
    
    Observable
    
    
    UnobservableAssets
    
    
    Inputs
    
    
    Inputs(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    TotalCash equivalents:Money market funds
    
    $
    1,907
    
    
    $
    
    
    
    $
    
    
    
    $
    1,907U.S. Treasury Bills
    
    
    24,998
    
    
    
    
    
    
    
    
    
    
    
    24,998Corporate debt securities
    
    
    
    
    
    
    4,992
    
    
    
    
    
    
    
    4,992Short-term investments:U.S. Treasury Bills
    
    
    4,997
    
    
    
    
    
    
    
    
    
    
    
    4,997Long-term investments:Auction rate securities
    
    
    
    
    
    
    
    
    
    
    19,768
    
    
    
    19,768$
    31,902
    
    
    $
    4,992
    
    
    $
    19,768
    
    
    $
    56,662
  Auction RateSecuritiesBeginning balance at January 1, 2008
    
    $
    Transfers in to Level 3
    
    
    21,500Unrealized losses included in other comprehensive loss
    
    
    (1,732
    )Ending balance at September 30, 2008
    
    $
    19,768Total unrealized losses for the period included in other
comprehensive loss attributable to the change in fair value
relating to assets still held at September 30, 2008
    
    $
    (1,732
    )
  19




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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
 Uncertainties
Related to Income Taxes in a Purchase Business Combination
   20




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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,
    
    
    September 30,2007
    
    
    2008Gross
    
    $
    925
    
    
    $
    858Less accumulated amortization
    
    
    (389
    )
    
    
    (496
    )Net carrying amount
    
    $
    536
    
    
    $
    362
  Capital
    
    
    OperatingYear ending December 31,
    
    Leases
    
    
    LeasesRemaining three months in 2008
    
    $
    90
    
    
    $
    3,1102009
    
    
    174
    
    
    
    12,1902010
    
    
    27
    
    
    
    10,3872011
    
    
    
    
    
    
    5,689Thereafter
    
    
    
    
    
    
    5,241Total minimum lease payments
    
    
    291
    
    
    $
    36,617Less: imputed interest
    
    
    (17
    )Present value of minimum lease payments
    
    
    274Less: current portion
    
    
    (209
    )Capital lease obligations, less current portion
    
    $
    65
   21




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##### Table of Contents



Omniture, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
  Indemnification
  Warranties
    Other Legal Matters
  11. Subsequent Event
 Mercado
Search and Merchandising Asset Acquisition
  22




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##### Table of Contents



ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
      23




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##### Table of Contents



Overview
       24




---



##### Table of Contents



Recent Acquisition Activity
 Visual Sciences
     Mercado
Search and Merchandising Asset Acquisition
  How We Generate Revenues
  Subscription, License and Maintenance Revenues
  25




---



##### Table of Contents



Software Revenue Recognition
 Professional Services and Other Revenues
   26




---



##### Table of Contents



Indirect Sales
  Cost of Revenues and Operating Expenses
 Cost of Revenues
   Operating Expenses
      27




---



##### Table of Contents



Trends in Our Business
       28




---



##### Table of Contents



Share-Based Payment
   29




---



##### Table of Contents



Results of Operations
  Three Months
    
    Nine MonthsEnded September 30,
    
    Ended September 30,2007
    
    2008
    
    2007
    
    2008Revenues:Subscription, license and maintenance
    
    
    92
    %
    
    
    89
    %
    
    
    92
    %
    
    
    90
    %Professional services and other
    
    
    8
    
    
    
    11
    
    
    
    8
    
    
    
    10Total revenues
    
    
    100
    
    
    
    100
    
    
    
    100
    
    
    
    100Cost of revenues:Subscription, license and maintenance
    
    
    32
    
    
    
    37
    
    
    
    32
    
    
    
    38Professional services and other
    
    
    5
    
    
    
    5
    
    
    
    5
    
    
    
    5Total cost of revenues
    
    
    37
    
    
    
    42
    
    
    
    37
    
    
    
    43Gross margin
    
    
    63
    
    
    
    58
    
    
    
    63
    
    
    
    57Operating expenses:Sales and marketing
    
    
    42
    
    
    
    42
    
    
    
    44
    
    
    
    45Research and development
    
    
    13
    
    
    
    12
    
    
    
    12
    
    
    
    13General and administrative
    
    
    17
    
    
    
    15
    
    
    
    17
    
    
    
    16Total operating expenses
    
    
    72
    
    
    
    69
    
    
    
    73
    
    
    
    74Loss from operations
    
    
    (9
    )
    
    
    (11
    )
    
    
    (10
    )
    
    
    (17
    )Interest income
    
    
    6
    
    
    
    1
    
    
    
    4
    
    
    
    1Interest expense
    
    
    
    
    
    
    
    
    
    
    (1
    )
    
    
    (1
    )Other expense
    
    
    
    
    
    
    (1
    )
    
    
    (1
    )
    
    
    Loss before income taxes
    
    
    (3
    )
    
    
    (11
    )
    
    
    (8
    )
    
    
    (17
    )Provision for income taxes
    
    
    
    
    
    
    11
    
    
    
    
    
    
    
    Net loss
    
    
    (3
    )%
    
    
    (22
    )%
    
    
    (8
    )%
    
    
    (17
    )%
 Revenues
 Three Months
    
    
    
    
    
    
    Nine MonthsEnded September 30,
    
    
    
    
    
    
    Ended September 30,2007
    
    
    2008
    
    
    % Change
    
    
    2007
    
    
    2008
    
    
    % Change(in thousands)
    
    
    
    
    
    
    (in thousands)Subscription, license and maintenance
    
    $
    34,358
    
    
    $
    69,554
    
    
    
    102
    %
    
    $
    92,282
    
    
    $
    191,324
    
    
    
    107
    %Professional services and other
    
    
    3,024
    
    
    
    8,227
    
    
    
    172
    
    
    
    7,732
    
    
    
    21,290
    
    
    
    175Total revenues
    
    $
    37,382
    
    
    $
    77,781
    
    
    
    108
    %
    
    $
    100,014
    
    
    $
    212,614
    
    
    
    113
    %
  30




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##### Table of Contents



Three Months
    
    
    
    
    
    
    Nine MonthsEnded September 30,
    
    
    
    
    
    
    Ended September 30,2007
    
    
    2008
    
    
    % Change
    
    
    2007
    
    
    2008
    
    
    % Change(in thousands)
    
    
    
    
    
    
    (in thousands)Revenues from
customers within
the United States
    
    $
    27,274
    
    
    $
    55,567
    
    
    
    104
    %
    
    $
    74,531
    
    
    $
    153,675
    
    
    
    106
    %Revenues from
customers outside
the United States
    
    
    10,108
    
    
    
    22,214
    
    
    
    120
    
    
    
    25,483
    
    
    
    58,939
    
    
    
    131Total revenues
    
    $
    37,382
    
    
    $
    77,781
    
    
    
    108
    %
    
    $
    100,014
    
    
    $
    212,614
    
    
    
    113
    %Revenues from
customers outside
the United States
as a percentage of
total revenues
    
    
    27
    %
    
    
    29
    %
    
    
    
    
    
    
    25
    %
    
    
    28
    %
  Cost of Revenues
 Three Months
    
    
    
    
    
    
    Nine MonthsEnded September 30,
    
    
    
    
    
    
    Ended September 30,2007
    
    
    2008
    
    
    % Change
    
    
    2007
    
    
    2008
    
    
    % Change(in thousands)
    
    
    
    
    
    
    (in thousands)Subscription, license and maintenance
    
    $
    12,081
    
    
    $
    28,860
    
    
    
    139
    %
    
    $
    32,573
    
    
    $
    79,724
    
    
    
    145
    %Professional services and other
    
    
    1,752
    
    
    
    4,056
    
    
    
    132
    
    
    
    4,747
    
    
    
    10,817
    
    
    
    128Total cost of revenues
    
    $
    13,833
    
    
    $
    32,916
    
    
    
    138
    %
    
    $
    37,320
    
    
    $
    90,541
    
    
    
    143
    %
  Three Months
    
    Nine MonthsEnded September 30,
    
    Ended September 30,2007
    
    2008
    
    2007
    
    2008Subscription, license and maintenance
    
    
    35
    %
    
    
    41
    %
    
    
    35
    %
    
    
    42
    %Professional services and other
    
    
    58
    %
    
    
    49
    %
    
    
    61
    %
    
    
    51
    %
   31




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##### Table of Contents



Operating Expenses
 Three Months
    
    
    
    
    
    
    Nine MonthsEnded September 30,
    
    
    
    
    
    
    Ended September 30,2007
    
    
    2008
    
    
    % Change
    
    
    2007
    
    
    2008
    
    
    % Change(in thousands)
    
    
    
    
    
    
    (in thousands)Sales and marketing
    
    $
    15,716
    
    
    $
    32,705
    
    
    
    108
    %
    
    $
    44,383
    
    
    $
    96,091
    
    
    
    117
    %Research and development
    
    
    4,656
    
    
    
    9,190
    
    
    
    97
    
    
    
    11,768
    
    
    
    27,840
    
    
    
    137General and administrative
    
    
    6,383
    
    
    
    11,364
    
    
    
    78
    
    
    
    16,642
    
    
    
    33,993
    
    
    
    104Total operating expenses
    
    $
    26,755
    
    
    $
    53,259
    
    
    
    99
    %
    
    $
    72,793
    
    
    $
    157,924
    
    
    
    117
    %
 Sales and Marketing
   32




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##### Table of Contents



Research and Development
  General and Administrative
   Stock-based Compensation
  Three Months
    
    
    Nine MonthsEnded September 30,
    
    
    Ended September 30,2007
    
    
    2008
    
    
    2007
    
    
    2008Cost of subscription, license and maintenance revenues
    
    $
    347
    
    
    $
    865
    
    
    $
    1,074
    
    
    $
    3,357Cost of professional services and other revenues
    
    
    103
    
    
    
    243
    
    
    
    313
    
    
    
    734Sales and marketing
    
    
    1,263
    
    
    
    2,909
    
    
    
    3,478
    
    
    
    9,186Research and development
    
    
    692
    
    
    
    1,512
    
    
    
    1,762
    
    
    
    5,352General and administrative
    
    
    1,229
    
    
    
    2,272
    
    
    
    2,711
    
    
    
    6,474Total stock-based compensation
    
    $
    3,634
    
    
    $
    7,801
    
    
    $
    9,338
    
    
    $
    25,103
  33




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##### Table of Contents



Share-Based Payment
 Interest Income, Interest Expense and Other Income (Expense), Net
 Three Months
    
    Nine MonthsEnded September 30,
    
    Ended September 30,2007
    
    2008
    
    2007
    
    2008Interest income
    
    $
    2,278
    
    
    $
    368
    
    
    $
    3,749
    
    
    $
    1,659Interest expense
    
    
    (185
    )
    
    
    (261
    )
    
    
    (686
    )
    
    
    (718
    )Other income (expense), net
    
    
    102
    
    
    
    (585
    )
    
    
    (365
    )
    
    
    (541
    )
   Provision for Income Taxes
 Three Months
    
    Nine MonthsEnded September 30,
    
    Ended September 30,2007
    
    2008
    
    2007
    
    2008Provision for income taxes
    
    $
    89
    
    
    $
    8,408
    
    
    $
    201
    
    
    $
    1,232
 Uncertainties Related to Income Taxes
 34




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##### Table of Contents



Liquidity and Capital Resources
   Operating Activities
   Investing Activities
    Financing Activities
 35




---



##### Table of Contents



Other Factors Affecting Liquidity and Capital Resources
        36




---



##### Table of Contents



Acquisition of Touch Clarity Limited
  Acquisition of Visual Sciences, Inc.
    37




---



##### Table of Contents



Mercado
Search and Merchandising Asset Acquisition
  Off-balance Sheet Arrangements
   Accounting for Leases
    Critical Accounting Policies
   38




---



##### Table of Contents



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
  Allowances for Accounts Receivable
  39




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##### Table of Contents



Business Combinations and Impairment of Long-lived and Intangible Assets, Including Goodwill
  Accounting for the Impairment and Disposal of Long-Lived Assets.
 Goodwill and Other Intangible Assets
  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
  40




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##### Table of Contents




    
    Estimated volatility is a measure of the amount by which our stock price is expected to
fluctuate each year during the expected life of the award. Our estimated volatility through
December 31, 2007 was based on an average of the historical volatility of peer entities
whose stock prices were publicly available. Effective January 1, 2008, we changed our
methodology for estimating our volatility and now use a weighted-average volatility based on
50% of our actual historical volatility since our initial public offering in 2006 and 50% of
the average historical stock volatilities of similar entities. Our calculation of estimated
volatility is based in part on historical stock prices of these peer entities over a period
equal to the expected life of the awards. We continue to use the historical volatility of
peer entities due to the lack of sufficient historical data of our stock price since our
initial public offering in 2006. Our estimated volatility may increase or decrease depending
on the changes in our peer entities historical stock prices, changes in the composition of
the peer entity group and changes to the expected term of our stock option awards. An
increase in the estimated volatility would result in an increase to our stock-based
compensation expense.
    
    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,
 41




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##### Table of Contents



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
 42




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##### Table of Contents



Disclosures about Derivative Instruments and
Hedging Activities.
 
 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
 Foreign Currency Exchange Risk
  Accounting for
Derivative Instruments and Hedging Activities
 Interest Rate Sensitivity
   43




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ITEM 4. Controls and Procedures
 (a) Evaluation of Disclosure Controls and Procedures
   (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
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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.
  
    
    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;
    
    general economic conditions, including the current economic
downturn and uncertainty in the financial markets, which may cause a
decline in customer or consumer activity;
    
    seasonal variations in the demand for our services and the implementation cycles for our
new customers;
    
    levels of revenues from our larger customers, which have lower per transaction pricing
due to higher transaction commitments;
    
    changes in our pricing policies or those of our competitors;
    
    service outages or 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;
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
    
    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; and
    
    geopolitical events such as war, threat of war or terrorist actions.
  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.
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If we do not successfully integrate our recent acquisitions, or if we do not otherwise achieve
the expected benefits of the acquisitions, our growth rate may decline and our operating results
may be materially harmed.
  
    
    failure to successfully manage relationships with customers and other important
relationships;
    
    failure of customers to accept new services or to continue using the products and
services of the combined company, including difficulties in migrating HBX customers to
SiteCatalyst;
    
    difficulties in successfully integrating the management teams and employees of the
acquired companies, 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.
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The significant network equipment requirements of our business model make it more difficult to
achieve positive cash flow and profitability if we continue to grow rapidly.
  Our growth depends upon our ability to add new and retain existing large customers; however, to
the extent we are successful in doing so, our gross margins and ability to achieve profitability
and positive cash flow may be impaired.
  Because we recognize subscription revenue over the term of the applicable agreement, the lack of
subscription renewals or new service agreements may not immediately be reflected in our operating
results.
  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.
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The market for on-demand services, in general, and for online business optimization services, in
particular, is at an early stage of development, and if it does not develop or develops more
slowly than we expect, our business will be harmed.
  
    
    the security capabilities, reliability and availability of on-demand services;
    
    customer concerns with entrusting a third party to store and manage their data;
    
    public concern regarding privacy;
    
    the enactment of laws or regulations that restrict our ability to provide existing or new
services to customers in the U.S. or internationally;
    
    the level of customization or configuration we offer;
    
    our ability to maintain high levels of customer satisfaction;
    
    our ability to provide reports in real time during periods of intense activity on
customer Web sites;
    
    the price, performance and availability of competing products and services;
    
    the rate of continued growth in online commerce and online advertising; and
    
    the current and possible future imposition by federal, state and local agencies of taxes
on goods and services that are provided over the Internet.
  We operate in a highly competitive market, which could make it difficult for us to acquire and
retain customers.
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
    
    companies, such as Coremetrics, Inc., Google Inc., Microsoft Corporation, Nedstat Ltd.,
Yahoo! Inc. (which has acquired Tensa Kft., more commonly known as IndexTools), and
WebTrends Inc. that offer on-demand services;
    
    software vendors, such as Epiphany, Inc. (acquired by SSA Global), 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].
   
    
    absorb costs associated with providing their products at a lower price;
    
    devote more resources to new customer acquisitions;
    
    respond to evolving market needs more quickly than we can; and
    
    finance more research and development activities to develop better services.
    The current economic downturn and uncertainty in the financial markets in the U.S. and internationally
may adversely affect our business and our financial results.
  We rely on third-party service providers to host and deliver our services, and
any interruptions or delays in services from these third parties could impair the delivery of our
services and harm our business.
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If we fail to respond to rapidly changing technological developments or evolving industry
standards, our services may become obsolete or less competitive.
  We have experienced rapid growth in recent periods organically and through acquisitions. If we
fail to manage our growth effectively, we may be unable to execute our business plan, maintain
high levels of service or address competitive challenges adequately.
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We intend to continue making acquisitions of, or investments in, other companies and
technologies, which could divert our managements attention, result in additional dilution to our
stockholders and otherwise disrupt our operations and harm our operating results.
    
    
    issue additional equity securities that would dilute our stockholders;
    
    use a substantial portion of our cash resources that we may need in the future to operate
our business;
    
    incur debt on terms unfavorable to us or that we are unable to repay;
    
    assume or incur large charges or substantial liabilities, including payments to
NetRatings under our agreements with it;
    
    encounter difficulties retaining key employees of the acquired company or integrating
diverse business cultures;
    
    become subject to adverse accounting or tax consequences, substantial depreciation,
amortization, impairment or deferred compensation charges;
    
    make severance payments and provide additional compensation to executives and other
personnel;
    
    incur charges related to the elimination of duplicative facilities or resources;
    
    incur legal, accounting and financial advisory fees, regardless of whether the
transaction is completed; and
    
    become subject to intellectual property or other litigation.
 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.
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Our growth depends in part on the success of our strategic relationships with third parties,
including technology integration, channel partners and resellers of our services.
  Because our long-term success depends, in part, on our ability to expand the sales of our
services to customers located outside of the United States, our business will be susceptible to
risks associated with international operations.
  
    
    fluctuations in currency exchange rates;
    
    unexpected changes in foreign regulatory requirements;
    
    longer accounts receivable payment cycles and difficulties in collecting accounts
receivable;
    
    difficulties in managing and staffing international operations;
    
    potentially adverse tax consequences, including the complexities of foreign value added
tax systems and restrictions on the repatriation of earnings;
    
    general economic conditions in international markets,
including the current global economic downturn and uncertainty in the
global financial markets, which may cause a decline in customer or
consumer activity;
    
    localization of our services, including translation into foreign languages and associated
expenses;
    
    dependence on certain third parties to increase customer subscriptions;
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
    
    the burdens of complying with a wide variety of foreign laws and different legal
standards, including laws and regulations related to privacy;
    
    increased financial accounting and reporting burdens and complexities;
    
    political instability abroad, terrorist attacks and security
concerns in general; and
    
    reduced or varied protection for intellectual property rights in some countries.
     We may be liable to our customers and may lose customers if we provide poor service, if our
services do not comply with our agreements or if we are unable to collect customer data or
otherwise lose customer data.
   A rapid expansion of our network and systems could cause us to lose customer data or cause our
network or systems to fail.
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If a third party asserts that we are infringing its intellectual property, whether successful or
not, it could subject us to costly and time-consuming litigation or expensive licenses, and our
business may be harmed.
     The success of our business depends in large part on our ability to protect and enforce our
intellectual property rights.
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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.
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Changes in financial accounting standards or practices may cause adverse, unexpected financial
reporting fluctuations and affect our reported results of operations.
  We might require additional capital to support business growth, 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.
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If we cannot maintain our corporate culture as we grow, we could lose the innovation, teamwork
and focus that we believe our culture fosters, and our business may be harmed.
  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.
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We interact with consumers through our customers, so we may be held accountable for our
customers handling of the consumers personal information.
   Domestic or foreign laws or regulations may limit our ability to collect and use Internet user
information, resulting in a decrease in the value of our services and having an adverse impact on
the sales of our services.
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We may face liability for the unauthorized disclosure or theft of private information, which
could expose us to liabilities and harm our stock price.
  We may face public relations problems as a result of violations of privacy laws and perceived
mistreatment of personal information, and these public relations problems may harm our reputation
and thereby lead to a reduction in customers and lower revenues.
  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.
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
    
    price and volume fluctuations in the overall stock market from time to time;
    
    significant volatility in the market price and trading volume of technology companies in
general, and companies in our industry;
    
    macroeconomic trends and developments, including the current
economic downturn and uncertainty in the financial markets;
    
    actual or anticipated changes in our results of operations or fluctuations in our
operating results;
    
    actual or anticipated changes in the expectations of investors or securities analysts,
including changes in financial estimates or investment recommendations by securities
analysts who follow our business;
    
    speculation in the press or investment community;
    
    technological advances or introduction of new products by us or our competitors;
    
    actual or anticipated developments in our competitors businesses or the competitive
landscape generally;
    
    litigation involving us, our industry or both;
    
    regulatory developments in the United States, foreign countries or both;
    
    major catastrophic events;
    
    our sale of common stock or other securities in the future;
    
    the trading volume of our common stock, as well as sales of large blocks of our stock; or
    
    departures of key personnel.
  If securities analysts stop publishing research or reports about our business, or if they
downgrade our stock, the price of our stock could decline.
  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.
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Provisions in our certificate of incorporation and bylaws under Delaware law might discourage,
delay or prevent a change of control of our company or changes in our management and, therefore,
depress the trading price of our common stock.
  
    
    establish a classified Board of Directors so that not all members of our Board of
Directors are elected at one time;
    
    authorize the issuance of blank check preferred stock that our Board of Directors could
issue to increase the number of outstanding shares to discourage a takeover attempt;
    
    prohibit stockholder action by written consent, which requires all stockholder actions to
be taken at a meeting of our stockholders;
    
    prohibit stockholders from calling a special meeting of our stockholders;
    
    provide that our Board of Directors is expressly authorized to make, alter or repeal our
bylaws; and
    
    establish advance notice requirements for nominations for elections to our Board of
Directors or for proposing matters that can be acted upon by stockholders at stockholder
meetings.
  
 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
   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 ProgramsJuly 1-July 31, 2008
    
    
    11,328
    
    
    $
    0.002
    
    
    
    
    
    
    
    August 1-August 31, 2008
    
    
    295
    
    
    
    17.060
    
    
    
    
    
    
    
    September 1-September 30, 2008
    
    
    4,146
    
    
    
    0.002
    
    
    
    
    
    
    
    Total
    
    
    15,769
    
    
    
    0.321
 62




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##### Table of Contents



(1)
    
    The shares included in the table above were repurchased either in connection with (i) our
exercise of the repurchase right afforded to us in connection with certain employee restricted
stock awards or (ii) the forfeiture of shares by an employee as payment of the minimum
statutory withholding taxes due upon the vesting of certain employee restricted stock awards.   Total Number of Shares
    
    
    Average Price PaidPeriod
    
    Purchased
    
    
    per ShareJuly 1-July 31, 2008
    
    
    0
    
    
    $
    0.00August 1-August 31, 2008
    
    
    295
    
    
    
    17.06September 1-September 30, 2008
    
    
    0
    
    
    
    0.00Total
    
    
    295
    
    
    
    17.06
  
 ITEM 3. Defaults Upon Senior Securities
  
 ITEM 4. Submission of Matters to a Vote of Security Holders
  
 ITEM 5. Other Information
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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, 2007
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##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith4.1
    
    Specimen Common Stock
Certificate of Registrant
    
    S-1
    
    333-132987
    
    
    4.1
    
    
    June 22, 20064.2
    
    Amended and Restated
Registration Rights
Agreement between
Registrant and certain
Holders of Registrants
Common Stock Named
therein, dated April 26,
2006
    
    S-1
    
    333-132987
    
    
    4.2
    
    
    June 9, 20064.3A
    
    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
    
    10-Q
    
    000-52076
    
    
    4.3B
    
    
    August 8, 20084.3C
    
    Silicon Valley Bank
Second Amendment to
Third Amended and
Restated Loan and
Security Agreement, dated
October 21, 2008
    
    8-K
    
    000-52076
    
    
    10.1
    
    
    October 22, 20084.4
    
    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, 2006
 65




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##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith10.3A
    
    2006 Equity Incentive
Plan of Registrant, as
amended on September
10, 2008
    
    
    
    
    
    
    
    
    
    
    
    X10.3B
    
    Forms of Stock Option
Award Agreement used
under the 2006 Equity
Incentive Plan
    
    
    
    
    
    
    
    
    
    
    
    X10.3C
    
    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, 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, 2008
 66




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##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith10.8
    
    WebSideStory, Inc. 2006
Employment
Commencement Equity
Incentive Award Plan and
Form of Option Grant
Agreement
    
    10-K
    
    000-52076
    
    
    10.8
    
    
    February 29, 200810.9A
    
    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, 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, 2007
 67




---



##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith10.17
    
    Offer Letter with Michael
S. Herring, dated October
20, 2004
    
    S-1
    
    333-132987
    
    
    10.7
    
    
    April 4, 200610.18A
    
    Basic Lease Information
and Canyon Park
Technology Center Office
Building Lease
Agreement between the
Registrant and TCU
Properties I, LLC
    
    S-1
    
    333-132987
    
    
    10.8A
    
    
    April 4, 200610.18B
    
    First Amendment to Basic
Lease Information and
Canyon Park Technology
Center Office Building
Lease Agreement between
Registrant and TCU
Properties I, LLC, dated
May 6, 2004
    
    S-1
    
    333-132987
    
    
    10.8B
    
    
    April 4, 200610.18C
    
    Second Amendment to
Basic Lease Information
and Canyon Park
Technology Center Office
Building Lease
Agreement between
Registrant and TCU
Properties I, LLC, dated
December 8, 2004
    
    S-1
    
    333-132987
    
    
    10.8C
    
    
    April 4, 200610.18D
    
    Third Amendment to
Basic Lease Information
and Canyon Park
Technology Center Office
Building Lease
Agreement between
Registrant and TCU
Properties I, LLC, dated
April 30, 2005
    
    S-1
    
    333-132987
    
    
    10.8D
    
    
    April 4, 200610.18E
    
    Fourth Amendment to
Basic Lease Information
and Canyon Park
Technology Center Office
Building Lease
Agreement between
Registrant and TCU
Properties I, LLC, dated
May 31, 2005
    
    S-1
    
    333-132987
    
    
    10.8E
    
    
    April 4, 2006
 68




---



##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith10.18F
    
    Fifth Amendment to Basic
Lease Information and
Canyon Park Technology
Center Office Building
Lease Agreement between
Registrant and TCU
Properties I, LLC, dated
January 25, 2006
    
    S-1
    
    333-132987
    
    
    10.8F
    
    
    April 4, 200610.18G
    
    Sixth Amendment to
Basic Lease Information
and Canyon Park
Technology Center Office
Building Lease
Agreement between
Registrant and TCU-
Canyon Park, LLC,
successor in interest to
TCU Properties I, LLC,
dated January 11, 2008
    
    10-K
    
    000-52076
    
    
    10.18G
    
    
    February 29, 200810.18H
    
    Seventh Amendment to
Basic Lease Information
and Canyon Park
Technology Center Office
Building Lease
Agreement between
Registrant and TCU-
Canyon Park, LLC,
successor in interest to
TCU Properties I, LLC,
dated January 11, 2008
    
    10-K
    
    000-52076
    
    
    10.18H
    
    
    February 29, 200810.19
    
    Office Lease between
Brannan Propco, LLC and
Registrant, dated January
8, 2008
    
    10-K
    
    000-52076
    
    
    10.19
    
    
    February 29, 200810.20*
    
    Settlement and Patent
License Agreement by
and between NetRatings,
Inc. and Registrant, dated
February 28, 2006
    
    S-1
    
    333-132987
    
    
    10.9
    
    
    April 4, 200610.21
    
    NetObjects, Inc. Warrant
to Purchase Stock, dated
March 26, 2002
    
    S-1
    
    333-132987
    
    
    10.10
    
    
    May 8, 200610.22
    
    Change of Control
Agreement between
Registrant and Joshua G.
James
    
    S-1
    
    333-132987
    
    
    10.12
    
    
    June 22, 2006
 69




---



##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith10.23
    
    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, 2008
 70




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##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith10.29A
    
    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, 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. 71




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##### Table of Contents



SIGNATURES
  OMNITURE, INC.
(Registrant)Date: November 10, 2008
    
    /s/ Joshua G. James
 Joshua
G. JamesPresident andChief Executive Officer (Principal Executive Officer)Date: November 10, 2008
    
    /s/ Michael S. Herring
 Michael
S. HerringChief Financial Officer and Executive Vice President (PrincipalFinancial Officer)
 72




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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, 2007




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##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith4.1
    
    Specimen Common Stock
Certificate of Registrant
    
    S-1
    
    333-132987
    
    
    4.1
    
    
    June 22, 20064.2
    
    Amended and Restated
Registration Rights
Agreement between
Registrant and certain
Holders of Registrants
Common Stock Named
therein, dated April 26,
2006
    
    S-1
    
    333-132987
    
    
    4.2
    
    
    June 9, 20064.3A
    
    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
    
    10-Q
    
    000-52076
    
    
    4.3B
    
    
    August 8, 20084.3C
    
    Silicon Valley Bank
Second Amendment to
Third Amended and
Restated Loan and
Security Agreement, dated
October 21, 2008
    
    8-K
    
    000-52076
    
    
    10.1
    
    
    October 22, 20084.4
    
    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, 2006




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##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith10.3A
    
    2006 Equity Incentive
Plan of Registrant, as
amended on September
10, 2008
    
    
    
    
    
    
    
    
    
    
    
    X10.3B
    
    Forms of Stock Option
Award Agreement used
under the 2006 Equity
Incentive Plan
    
    
    
    
    
    
    
    
    
    
    
    X10.3C
    
    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, 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, 2008




---



##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith10.8
    
    WebSideStory, Inc. 2006
Employment
Commencement Equity
Incentive Award Plan and
Form of Option Grant
Agreement
    
    10-K
    
    000-52076
    
    
    10.8
    
    
    February 29, 200810.9A
    
    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, 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, 2007




---



##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith10.17
    
    Offer Letter with Michael
S. Herring, dated October
20, 2004
    
    S-1
    
    333-132987
    
    
    10.7
    
    
    April 4, 200610.18A
    
    Basic Lease Information
and Canyon Park
Technology Center Office
Building Lease
Agreement between the
Registrant and TCU
Properties I, LLC
    
    S-1
    
    333-132987
    
    
    10.8A
    
    
    April 4, 200610.18B
    
    First Amendment to Basic
Lease Information and
Canyon Park Technology
Center Office Building
Lease Agreement between
Registrant and TCU
Properties I, LLC, dated
May 6, 2004
    
    S-1
    
    333-132987
    
    
    10.8B
    
    
    April 4, 200610.18C
    
    Second Amendment to
Basic Lease Information
and Canyon Park
Technology Center Office
Building Lease
Agreement between
Registrant and TCU
Properties I, LLC, dated
December 8, 2004
    
    S-1
    
    333-132987
    
    
    10.8C
    
    
    April 4, 200610.18D
    
    Third Amendment to
Basic Lease Information
and Canyon Park
Technology Center Office
Building Lease
Agreement between
Registrant and TCU
Properties I, LLC, dated
April 30, 2005
    
    S-1
    
    333-132987
    
    
    10.8D
    
    
    April 4, 200610.18E
    
    Fourth Amendment to
Basic Lease Information
and Canyon Park
Technology Center Office
Building Lease
Agreement between
Registrant and TCU
Properties I, LLC, dated
May 31, 2005
    
    S-1
    
    333-132987
    
    
    10.8E
    
    
    April 4, 2006




---



##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith10.18F
    
    Fifth Amendment to Basic
Lease Information and
Canyon Park Technology
Center Office Building
Lease Agreement between
Registrant and TCU
Properties I, LLC, dated
January 25, 2006
    
    S-1
    
    333-132987
    
    
    10.8F
    
    
    April 4, 200610.18G
    
    Sixth Amendment to
Basic Lease Information
and Canyon Park
Technology Center Office
Building Lease
Agreement between
Registrant and TCU-
Canyon Park, LLC,
successor in interest to
TCU Properties I, LLC,
dated January 11, 2008
    
    10-K
    
    000-52076
    
    
    10.18G
    
    
    February 29, 200810.18H
    
    Seventh Amendment to
Basic Lease Information
and Canyon Park
Technology Center Office
Building Lease
Agreement between
Registrant and TCU-
Canyon Park, LLC,
successor in interest to
TCU Properties I, LLC,
dated January 11, 2008
    
    10-K
    
    000-52076
    
    
    10.18H
    
    
    February 29, 200810.19
    
    Office Lease between
Brannan Propco, LLC and
Registrant, dated January
8, 2008
    
    10-K
    
    000-52076
    
    
    10.19
    
    
    February 29, 200810.20*
    
    Settlement and Patent
License Agreement by
and between NetRatings,
Inc. and Registrant, dated
February 28, 2006
    
    S-1
    
    333-132987
    
    
    10.9
    
    
    April 4, 200610.21
    
    NetObjects, Inc. Warrant
to Purchase Stock, dated
March 26, 2002
    
    S-1
    
    333-132987
    
    
    10.10
    
    
    May 8, 200610.22
    
    Change of Control
Agreement between
Registrant and Joshua G.
James
    
    S-1
    
    333-132987
    
    
    10.12
    
    
    June 22, 2006




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##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith10.23
    
    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, 2008




---



##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith10.29A
    
    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, 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.