##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
    Form 10-K
  ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF
    THE SECURITIES EXCHANGE ACT of 1934
  For the fiscal year ended December 31, 2008
  Commission file
    number:  000-50784
    Blackboard
    Inc.
 (Exact Name of Registrant as
    Specified in Its Charter)
  Delaware

52-2081178(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification No.)650 Massachusetts Ave, N.W.
    Washington D.C.(Address of Principal
    Executive Offices)

20001(Zip
    Code)   Registrants telephone number, including area code:
 (202) 463-4860
  Securities registered pursuant to Section 12(g) of the
    Act:
 None
  Securities registered pursuant to Section 12(b) of the
    Act:
 Common Stock, $0.01 par value per share
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated filer
    þ

Accelerated filer
    o

Non-accelerated
    filer o

Smaller reporting
    company o(Do not check if a smaller reporting
    company)   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




---



##### 





BLACKBOARD
    INC.
  Form 10-K
  TABLE OF CONTENTS
   
 PageNumberPART IItem 1.


Business


1Item 1A.


Risk Factors


11Item 1B.


Unresolved Staff Comments


21Item 2.


Properties


21Item 3.


Legal Proceedings


21Item 4.


Submission of Matters to a Vote of Security
    Holders


21PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


22Item 6.


Selected Financial Data


24Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


26Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


45Item 8.


Financial Statements and Supplementary Data


46Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


77Item 9A.


Controls and Procedures


77Item 9B.


Other Information


80PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


80Item 11.


Executive Compensation


80Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


80Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


80Item 14.


Principal Accounting Fees and Services


80PART IVItem 15.


Exhibits, Financial Statement Schedules


81   ii




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##### Table of Contents



This report contains forward-looking statements that involve
    risks and uncertainties that could cause our actual results to
    differ materially from those expressed or implied by such
    statements. Factors that might cause or contribute to such
    differences include, but are not limited to, those discussed in
    the section entitled Risk Factors under
    Item 1A. When used in this report, the words
    expects, anticipates,
    intends, plans, believes,
    seeks, estimates and similar expressions
    are generally intended to identify forward-looking statements
    within the meaning of The Private Securities Litigation Reform
    Act of 1995. You should not place undue reliance on these
    forward-looking statements, which reflect our opinions only as
    of the date of this report. Blackboard assumes no obligation and
    does not intend to update these forward-looking statements.
 PART I  Item 1.
    Business.  General
    Blackboard Academic
    Suitetm,

    the Blackboard Commerce
    Suitetm,

    and Blackboard
    Connecttm. Blackboard Learning
    Systemtm,

    Blackboard Community
    Systemtm,

    Blackboard Content
    Systemtm,

    Blackboard Outcomes
    Systemtm,

    Blackboard Portfolio
    Systemtm,

    Blackboard Transaction
    Systemtm,

    Bb tm Blackboard
    Connecttm.
      Blackboard Connect
  Customer
    Overview
   1




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##### Table of Contents



Products
    and Services
  Blackboard Academic
    Suitetm tm Blackboard
    Connecttm.
    
    Blackboard
    Learntm;
    Blackboard
    Transacttm; and
    Blackboard
    Connecttm.    Blackboard
    Learntm Blackboard Academic
    Suitetm. Blackboard
    Learntm Release 9.0 Blackboard Learn Course Delivery Community Engagement Content
    Management Portfolio Management Outcomes
    Assessment. Blackboard Academic Suite
  Offered
in Blackboard Academic
Suitetm

Offered in Blackboard
LearntmThe
Blackboard Learning
Systemtm

Course DeliverymoduleThe
Blackboard Community
Systemtm

Community EngagementmoduleThe
Blackboard Content
Systemtm

Content ManagementmoduleThe
Blackboard Portfolio
Systemtm

Portfolio ManagementmoduleThe
Blackboard Outcomes
Systemtm

Outcomes Assessmentmodule   Blackboard Commerce
    Suitetm Blackboard
    Transacttm. Blackboard
    Connecttm
  Blackboard Learn Blackboard Transact Blackboard Connect Blackboard Learn
  Blackboard
    Learn
  Blackboard Learn easy-to-use
  
    Increase faculty adoption of technology for teaching,
    Drive student engagement through personalized experiences and
    active learning tools,
    Securely share and collaborate around content across the
    institution, and
    Meet diverse assessment needs of institutions. 2




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##### Table of Contents



Blackboard Learn Blackboard Learn Course Delivery Community Engagement Content Management Portfolio Management Outcomes Assessment. Blackboard
    Academic Suite Blackboard Learning
    Systemtm;

    the Blackboard Community
    Systemtm;

    the Blackboard Content
    Systemtm; Blackboard Portfolio
    Systemtm; Blackboard Outcomes
    Systemtm. Blackboard Academic Suite WebCT Campus
    Editiontm

    and WebCT
    Vistatm
  Blackboard
    Learn  Course Delivery Module
  Course Delivery Blackboard Learn Blackboard Learning
    System Course Delivery
  
    Teaching and Learning.  Instructors can post
    syllabi and course materials, including documents, graphics,
    audio, video and multimedia; create, deliver and automatically
    score online assignments and tests; and report grades and
    grading analysis along with other information to students.
    Advanced features.  The Course Deliverymodule also provides integrated email, discussion forums and
    live virtual classrooms. It also provides tools to facilitate
    group collaboration, communication, file-sharing,
    self-evaluation and peer review. Additionally, we offer
    Scholar®

    by Blackboard,a service which allows users to build a
    network of peers who share similar educational interests, and
    SafeAssigntm,

    a plagiarism prevention service.
    Extending the learning environment.  Our
    products can be integrated with existing campus student
    information systems and campus registrar systems to access user,
    course and enrollment information stored throughout the
    institution. Additional capabilities are available through the
    integration of third-party Blackboard Building
    Blocks®or Blackboard
    PowerLinkstm

    tools developed by our clients or independent parties. These
    extensions of the core software applications allow institutions
    to download, install and manage third-party enhancements. These
    third-party applications add functionality to our products, and
    several client-managed online communities exist to foster open
    source development of enhancements to our products as well.
    System administration.  Our products allow
    clients to configure our applications to the specific needs of
    their institutions. The appearance and configuration of our
    products are customizable by each client for multiple
    independent user populations within the institution on the same
    system hardware and database. In addition, clients have the
    ability to define multiple user roles and set access policies
    for guest accounts and observers, such as parents, advisors,
    mentors and supervisors.  Course Delivery Blackboard
    Learn Course Delivery
  Blackboard
    Learn  Community Engagement Module
  Community Engagement Blackboard
    Learn Blackboard
    Community System Course Delivery Community Engagement
 3




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##### Table of Contents



Community Engagement Blackboard Learn Community Engagement
  
    Configurable portal environment enabling one-stop access to
    services.  Through a customizable Web portal, the
    Community Engagementmodule enables institutions to
    provide their users access to multiple content sources, campus
    services, administrative systems and personal information
    management tools, such as email and calendar. The Community
    Engagementmodule can provide single sign-on access to a
    variety of campus systems, eliminating the need for multiple
    access points and identification verifications. Institutions and
    independent software vendors can create custom portal
    applications that provide views into content and data from other
    systems or integrate other applications.
    Facilitating academic and co-curricular collaboration using
    community and communication tools.  The
    Community Engagementmodule facilitates the creation of
    meaningful campus connections by allowing institutions to define
    dedicated online environments for departments, clubs and other
    groups. Members of organizations can manage their own
    operations, as well as upload and share documents, and use their
    own communication tools, conserving the resources of campus
    information technology departments.
    Maintaining distinct campus identities.  An
    institution can configure the Community Engagementmodule
    to support multiple identities or brands within the institution,
    such as multiple campuses, a law school, medical school or
    continuing education program, and deliver content to targeted,
    institution-defined roles. In addition, users can customize the
    Community Enagementinterface according to their needs
    and preferences.
    e-Commerce
    capabilities.  This functionality enables campus
    business units and student organizations to sell products, which
    may be paid for with a students credit card or debit
    account using the Blackboard Transactplatform. Uses may
    include campus bookstore online purchases, athletics and event
    tickets, library fees and parking fees.  Blackboard
    Learn  Learning Content Module
  Learning Content Blackboard Learn Blackboard Content
    System Course Delivery Community Engagement Learning
    Content Learning Content Learning Content
  
    Storing and accessing learning
    materials.  Institutions can make secure,
    web-based,
    drag-and-drop
    file storage space available to all users, who can then use a
    configurable permissions structure to share files with
    individuals or groups, track versions, and add comments. To
    assure appropriate usage of the file space, administrators can
    manage disk space quotas and set bandwidth controls.
    Learning content management.  Instructors can
    manage versions of documents and other course material and can
    re-use content across courses. Institutions can create content
    repositories administered at the departmental, school or
    institutional levels to facilitate the sharing and searching of
    digital content.
    Integrating library resources into the learning
    environment.  Librarians can create and manage
    collections of digital assets for use by specific courses,
    disciplines or the entire institution. 4




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##### Table of Contents




    Collecting and sharing materials within electronic
    portfolios.  Users can collect and organize their
    academic work as electronic portfolios to showcase their
    accomplishments, which can be shared with other users on the
    system, as well as published externally. These portfolios can be
    used for personal reflection, academic assignments, program
    completion, alignment with educational standards, or for
    professional development, such as résumés and job
    applications.  Learning Content Portfolio Blackboard Learn Portfolio Management Blackboard Learn Blackboard Learning
    System
  Blackboard
    Learn  Outcomes Assessment Module
  Outcomes Assessment Blackboard Learn Course
    Delivery Community Engagement Academic
    Collaboration Blackboard Outcomes
    Systemtm, Blackboard Learning System Outcomes Assessment Outcomes Assessment Outcomes Assessment
  
    Planning outcomes.  The Standards, Goals
    and Student Learning Objectives feature enables
    institutions to document intended outcomes of courses, programs,
    departments, colleges, universities and standards bodies.
    Rubrics, or standard evaluation criteria, facilitate shared and
    consistent evaluation of outcomes, while curriculum maps
    highlight the connection between program goals and courses and
    co-curricular educational experiences.
    Measuring learning and administrative
    outcomes.  Various assessment tools simplify the
    collection of student work and its evaluation against shared
    rubrics. Surveys and course evaluations enable users to collect
    useful indirect assessment data, soliciting attitudes and
    opinions from on-campus and off-campus constituents.
    Improving learning and institutional
    effectiveness.  Operational and analytic reports
    provide insight into assessment plans, activities, data,
    follow-up
    actions and correlations to all levels of an institution.  Blackboard
    Transact
  Blackboard Transact Blackboard
    Commerce Suite e-commerce
  Blackboard
    Transact, Release 3
  Blackboard Transact, Release 3 Blackboard Transaction System. Blackboard
    Transact point-of-sale
 5




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##### Table of Contents



Blackboard Transact, Release 3 Blackboard Transact, Release 3
  
    Commerce.  Transaction processing capabilities
    of Blackboard Transact, Release 3support the creation
    and management of student debit accounts, as well as the
    processing of payments against those accounts using student ID
    cards on campus, such as in dining facilities, vending machines,
    copy machines and bookstores, off-campus and online. Our clients
    use the Blackboard Transact, Release 3commerce
    management solution to manage
    point-of-sale
    transactions, such as prepaid debit cards, meal plan
    administration, cash equivalency, privilege verification and
    discounts, and self-service or unattended transactions, such as
    vending, laundry, printing, copying and parking.
    Activities management and security.  The
    access-rights capabilities of the Blackboard Transactsecurity management solution enable a variety of
    applications using the clients investment in a single-card
    environment for commerce. These include event admission, student
    government voting, wireless verification on buses, library
    authorization and computer lab access and tracking. In addition,
    the system interfaces directly with door access points to manage
    identification and secure access control to facilities using the
    same student ID card.  Community
    Engagement
  Blackboard Learn Community Blackboard
    Transact
  
    eMarketplace.  The Community Engagementmodule enables campus business units and student
    organizations to sell products which may be paid for with the
    student debit account. Users can activate template-driven tools
    that allow them to describe, price, display and charge for an
    item, all within the campus portal environment. Uses include
    campus bookstore online purchases, athletics and event tickets,
    library fees and parking fees.
    Web account management.  Through an online
    account, end users can manage a variety of activities, including
    online deposits, guest and parent deposits, balance inquiries,
    transaction history statements and lost and stolen card reports.  BbOne
  Bb Blackboard Transact Blackboard Transact Blackboard Transact Bb
  Blackboard
    Connect
  Blackboard Connect Blackboard Connect Connect-ED® Connect-CTY® Connect-GOV® Connect-MIL® Blackboard
    Connect e-mail, Blackboard Connect
 6




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Professional
    Services
    
    project management;
    integration of our applications with existing campus systems;
    user interface customization;
    installation and configuration;
    training and instructional design;
    course and content migration; and
    custom Blackboard Building Blocksand Blackboard
    PowerLinksapplication development.  Competition
  Blackboard Learn Blackboard
    Transact Blackboard
    Connect and/or
      
    base of reference clients;
    functional breadth and depth of solution offered;
    ease of use;
    complexity of installation and upgrade;
    scalability of solution to meet growing needs;
    client service; 7




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
    availability of third-party application and content add-ons;
    total cost of ownership;
    financial stability; and
    company reputation.    Our
    Growth Strategy
    
    Growing annual license revenues.  We intend to
    increase annual license revenues with existing clients through
    upgrades to current products, cross-selling of complementary
    applications and increased total license value commensurate with
    the value of our offerings.
    Increasing penetration with U.S. postsecondary and K-12
    clients.  We intend to capitalize on our
    experience in U.S. postsecondary and K-12 education to
    further enhance our leadership position.
    Offering new products to our target
    markets.  Using feedback gathered from our clients
    and our sales and technical support groups, we intend to
    continue to develop and offer new upgrades, applications and
    application suites to increase our presence on campuses and
    expand the value provided to our clients.
    Increasing sales in our emerging markets.  We
    intend to continue to expand sales and marketing efforts to
    increase sales of our various offerings within the less mature
    domestic and international markets we serve.
    Pursuing strategic relationships and acquisition
    opportunities.  We intend to continue to pursue
    strategic relationships with, acquisitions of, and investments
    in, companies that would enhance the technological features of
    our products, offer complementary products, services and
    technologies, or broaden the scope of our product offerings into
    other areas.  Research
    and Development
   8




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Marketing
    and Sales
  Marketing
  ® tm
  Sales
      Intellectual
    Property
    Executive
    Officers
    Name

Age

PositionMichael L. Chasen


37


Chief executive officer, president, directorMichael J. Beach


38


Chief financial officer and treasurerMatthew H. Small


36


Chief business officer, chief legal officer and secretaryJonathan R. Walsh


36


Vice president for finance and accounting   Michael Chasen
 9




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Michael Beach
  Matthew Small
  Jonathan Walsh
  Employees
    International
    Operations
    Website
    Access to U.S. Securities and Exchange Commission
    Reports
  http://www.blackboard.com. Form 10-K, Form 10-Q, Form 8-K http://www.sec.gov 1-800-SEC-0330.
 10




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Item 1A.  Risk
    Factors.  Challenging
    economic conditions may adversely affect our
    business.
    We
    could lose revenues if there are changes in the spending
    policies or budget priorities for government funding of
    colleges, universities, schools and other education
    providers.
    There
    is no assurance that our investments in product development and
    product acquisition will be successful; if our products do not
    gain market acceptance, our revenues may decrease and we may not
    realize a return on such investments.
  Blackboard Learn Blackboard Learn
  Blackboard Outcomes System Blackboard Connect,
 11




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Blackboard Outcomes System, Blackboard
    Connect
  We
    face intense and growing competition, which could result in
    price reductions, reduced operating margins and loss of market
    share.
    Blackboard Learn Blackboard Transact Blackboard Connect and/or
    If
    potential clients or competitors use open source software to
    develop products that are competitive with our products and
    services, we may face decreased demand and pressure to reduce
    the prices for our products.
   12




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Our
    merger with The NTI Group, Inc. (NTI) presents many
    risks, and we may not realize the financial and strategic goals
    that were contemplated at the time of the
    transaction.
    
    we may not realize the anticipated financial benefits if we are
    unable to sell the NTI products, which are now sold as
    Blackboard Connect, to our customer base, if a larger
    than predicted number of customers decline to renew their
    contracts, or if the acquired contracts do not allow us to
    recognize revenues on a timely basis;
    we may have difficulty incorporating NTI technologies or
    products with our existing product lines and maintaining uniform
    standards, controls, procedures and policies;
    we may face contingencies related to product liability,
    intellectual property, financial disclosures, and accounting
    practices or internal controls;
    we may have higher than anticipated costs in supporting and
    continuing development of the Blackboard Connectproducts
    and in servicing new and existing Blackboard Connectclients;
    we may not be able to retain key employees from NTI;
    we may be unable to manage effectively the increased size and
    complexity of the combined company, and our managements
    attention may be diverted from our ongoing business by
    transition or integration issues;
    we may lose anticipated tax benefits or have additional legal or
    tax exposures; and
    we will not be able to determine whether all or any of the
    0.4 million shares of stock consideration in the merger
    that remains contingent on the achievement of certain
    performance milestones will be issued until the completion of
    the financial results for fiscal year 2009.  Our
    business strategy contemplates future business combinations and
    acquisitions which may be difficult to integrate, disrupt our
    business, dilute stockholder value or divert management
    attention.
       13




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Our
    existing indebtedness could adversely affect our financial
    condition and we may not be able to fulfill our debt
    obligations, including the 3.25% Convertible Senior Notes
    due 2027 (the Notes).
    
    upon conversion or redemption of the Notes, we will be required
    to repay the principal amount of $165.0 million in cash;
    we will use a significant portion of our cash flow to pay
    interest on our outstanding debt, limiting the amount available
    for working capital, capital expenditures and other general
    corporate purposes;
    lenders may be unwilling to lend additional amounts to us for
    future working capital needs, additional acquisitions or other
    purposes or may only be willing to provide funding on terms we
    would consider unacceptable;
    if our cash flow were inadequate to make interest and principal
    payments on our debt, we might have to refinance our
    indebtedness or issue additional equity or other securities and
    may not be successful in those efforts or may not obtain terms
    favorable to us; and
    our ability to finance working capital needs and general
    corporate purposes for the public and private markets, as well
    as the associated cost of funding, is dependent, in part, on our
    credit ratings, which may be adversely affected if we experience
    declining revenues.    We may
    not be able to repurchase the Notes when required by the
    holders, including upon a defined fundamental change or other
    specified dates at the option of the holder, or pay cash upon
    conversion of the Notes.
    Conversion
    of the Notes may affect the market price of our common stock and
    may dilute the ownership of existing stockholders.
   14




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Our
    reported earnings per share may be more volatile because of the
    contingent conversion provision of the Notes.
    The
    accounting method for convertible debt securities with net share
    settlement, like the Notes, has changed.
    Because
    most of our licenses are renewable on an annual basis, a
    reduction in our license renewal rate could significantly reduce
    our revenues.
      Because
    we generally recognize revenues ratably over the term of our
    contract with a client, downturns or upturns in sales will not
    be fully reflected in our operating results until future
    periods.
   15




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Our
    operating margins may suffer if our professional services
    revenues increase in proportion to total revenues because our
    professional services revenues have lower gross
    margins.
    If our
    products contain errors, new product releases are delayed or our
    services are disrupted, we could lose new sales and be subject
    to significant liability claims.
    
    delays in or loss of market acceptance of our products;
    diversion of our resources;
    a lower rate of license renewals or upgrades;
    injury to our reputation; and
    increased service expenses or payment of damages.    The
    length and unpredictability of the sales cycle for our software
    could delay new sales and cause our revenues and cash flows for
    any given quarter to fail to meet our projections or market
    expectations.
    
    clients budgetary constraints and priorities;
    the timing of our clients budget cycles; 16




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
    the need by some clients for lengthy evaluations that often
    include both their administrators and faculties; and
    the length and timing of clients approval processes.    Our
    sales cycle with international postsecondary education providers
    and U.S. K-12 schools may be longer than our historic
    U.S. postsecondary sales cycle, which could cause us to
    incur greater costs and could reduce our operating
    margins.
    We may
    have exposure to greater than anticipated tax
    liabilities.
    Our
    ability to utilize our net operating loss carryforwards may be
    limited.
      The
    investment of our cash balances are subject to risks which may
    cause losses and affect the liquidity of these
    investments.
   17




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Our
    future success depends on our ability to continue to retain and
    attract qualified employees.
    If we
    do not maintain the compatibility of our products with
    third-party applications that our clients use in conjunction
    with our products, demand for our products could
    decline.
    If we
    are unable to protect our proprietary technology and other
    rights, it will reduce our ability to compete for
    business.
    If we
    are found to infringe the proprietary rights of others, we could
    be required to redesign our products, pay significant royalties
    or enter into license agreements with third
    parties.
   18




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##### Table of Contents



Legal Proceedings
  
    be expensive and time consuming to defend;
    force us to stop licensing our products that incorporate the
    challenged intellectual property;
    require us to redesign our products and reimburse certain costs
    to our clients;
    divert managements attention and other company
    resources; and
    require us to enter into royalty or licensing agreements in
    order to obtain the right to use necessary technologies, which
    may not be available on terms acceptable to us, or at all.  The
    nature of our business and our reliance on intellectual property
    and other proprietary information subjects us to the risks of
    litigation.
    Expansion
    of our business internationally will subject our business to
    additional economic and operational risks that could increase
    our costs and make it difficult for us to operate
    profitably.
    
    foreign currency fluctuations, which could result in reduced
    revenues and increased operating expenses;
    potentially longer payment and sales cycles;
    difficulty in collecting accounts receivable;
    the effect of applicable foreign tax structures, including tax
    rates that may be higher than tax rates in the United States or
    taxes that may be duplicative of those imposed in the United
    States;
    tariffs and trade barriers;
    general economic and political conditions in each country;
    inadequate intellectual property protection in foreign countries;
    uncertainty regarding liability for information retrieved and
    replicated in foreign countries;
    the difficulties and increased expenses of complying with a
    variety of foreign laws, regulations and trade
    standards; and
    unexpected changes in regulatory requirements.  Unauthorized
    disclosure of data, whether through breach of our computer
    systems or otherwise, could expose us to protracted and costly
    litigation or cause us to lose clients.
   19




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##### Table of Contents



Operational
    failures in our network infrastructure could disrupt our remote
    hosting services, could cause us to lose clients and sales to
    potential clients and could result in increased expenses and
    reduced revenues.
    U.S.
    and foreign government regulation of our products and services
    could cause us to incur significant expenses, and failure to
    comply with applicable regulations could make our business less
    efficient or even impossible.
    We may
    be subject to state and federal financial services regulation,
    and any violation of any present or future regulation could
    expose us to liability, force us to change our business
    practices or force us to stop selling or modify our products and
    services.
  Blackboard Transact
  
    disclosure of consumer rights and our business policies and
    practices;
    restrictions on uses and disclosures of customer information;
    error resolution procedures;
    limitations on consumers liability for unauthorized
    account activity; 20




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##### Table of Contents




    data security requirements;
    government registration; and
    reporting and documentation requirements.    Item 1B.
    Unresolved
    Staff Comments.    Item 2.
    Properties.    Item 3.
    Legal
    Proceedings.          Item 4.
    Submission
    of Matters to a Vote of Security Holders.   21




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##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.    High


LowYear Ended December 31, 2007:First Quarter


35.52



28.50Second Quarter


42.94



32.76Third Quarter


46.45



38.08Fourth Quarter


49.90



37.52Year Ended December 31, 2008:First Quarter


39.16



27.12Second Quarter


39.69



31.86Third Quarter


43.62



34.81Fourth Quarter


39.60



19.76          22




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##### Table of Contents



STOCK
    PERFORMANCE GRAPH
    COMPARISON
    OF CUMULATIVE TOTAL RETURN
    AMONG BLACKBOARD INC.,
    NASDAQ MARKET INDEX AND SIC CODE INDEX
  
 Assumes $100 invested on June 18, 2004
 Assumes dividend reinvested
 Fiscal year ending Dec. 31, 2008
  6/18/2004


12/31/2004


12/31/2005


12/31/2006


12/31/2007


12/31/2008Blackboard Inc.


$
100.00



$
74.01



$
144.83



$
150.12



$
201.15



$
131.08SIC Code Index



100.00




107.82




106.14




121.83




143.09




85.71NASDAQ Market Index



100.00




106.69




109.04




120.23




132.17




77.99   (1)
    
    This graph is not soliciting material, is not deemed
    filed with the SEC and is not to be incorporated by reference in
    any filing by us under the Securities Act of 1933, as amended
    (the Securities Act), or the Exchange Act, whether
    made before or after the date hereof and irrespective of any
    general incorporation language in any such filing.(2)
    
    The stock price performance shown on the graph is not
    necessarily indicative of future price performance. Information
    used in the graph was obtained from Morningstar Inc., a source
    we believe to be reliable, but we do not assume responsibility
    for any errors or omissions in such information.(3)
    
    The hypothetical investment in our common stock presented in the
    stock performance graph above is based on an assumed initial
    price of $20.01 per share, the closing price on
    June 18, 2004, the date of our initial public offering. The
    stock sold in our initial public offering was issued at a price
    to the public of $14.00 per share. 23




---



##### Table of Contents



Item 6.
    Selected
    Financial Data.    Year Ended December 31,2004


2005


2006


2007


2008(In thousands, except per share amounts)Statements of operations data:Revenues:Product

$
98,632


$
120,389


$
160,392


$
213,631


$
283,258Professional services


12,771



15,275



22,671



25,817



28,876Total revenues


111,403



135,664



183,063



239,448



312,134Operating expenses:Cost of product revenues, excludes $1,567, $0, $9,333, $11,564
    and $17,803, respectively, of amortization of acquired
    technology included in amortization of intangibles resulting
    from acquisitions shown below(1)


25,897



29,607



39,594



47,444



75,237Cost of professional services revenues(1)


7,962



10,220



16,001



16,941



19,555Research and development(1)


13,749



13,945



27,162



28,278



40,580Sales and marketing(1)


35,176



37,873



58,340



66,033



91,076General and administrative(1)


15,069



19,306



35,823



38,667



50,757Proceeds from patent judgment


















(3,313
)Amortization of intangibles resulting from acquisitions


3,517



266



17,969



22,122



37,866Total operating expenses


101,370



111,217



194,889



219,485



311,758Income (loss) from operations


10,033



24,447



(11,826
)


19,963



376Interest income (expense), net


315



3,097



(2,974
)


(93
)


(5,412
)Other (expense) income










(519
)


575



4,124Income (loss) before provision (benefit) for income taxes


10,348



27,544



(15,319
)


20,445



(912
)Provision (benefit) for income taxes


299



(14,309
)


(4,582
)


7,580



(3,732
)Net income (loss)


10,049



41,853



(10,737
)


12,865



2,820Dividends on and accretion of convertible preferred stock


(6,344
)














Net income (loss) attributable to common stockholders

$
3,705


$
41,853


$
(10,737
)

$
12,865


$
2,820 24




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##### Table of Contents



Year Ended December 31,2004


2005


2006


2007


2008(In thousands, except per share amounts)Net income (loss) attributable to common stockholders per common
    share:Basic

$
0.23


$
1.57


$
(0.39
)

$
0.45


$
0.09Diluted

$
0.21


$
1.47


$
(0.39
)

$
0.43


$
0.09Weighted average number of common shares:Basic


16,072



26,715



27,858



28,789



30,886Diluted


17,864



28,510



27,858



30,114



31,810(1) Includes the following amounts related to stock-based
    compensation:Cost of product revenues

$



$



$
386


$
672


$
949Cost of professional services revenues










524



631



321Research and development










733



467



777Sales and marketing










2,951



4,359



5,984General and administrative


174



75



3,462



5,914



7,096     December 31,2004


2005


2006


2007


2008(In thousands)Balance sheet data:Cash and cash equivalents

$
78,149


$
75,895


$
30,776


$
206,558


$
141,746Short-term investments


20,000



62,602











Working capital (deficit)


53,026



93,388



(36,976
)


125,215



43,457Total assets


148,398



224,188



307,299



505,276



658,358Deferred revenues, current portion


63,901



74,975



117,972



126,600



179,238Total debt


762







23,623



161,519



163,172Total stockholders equity


69,107



130,325



140,121



184,674



268,632  25




---



##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  You should read the following discussion together with our
    consolidated financial statements and the related notes included
    elsewhere in this annual report. This discussion contains
    forward-looking statements that are based on our current
    expectations, estimates and projections about our business and
    operations. Our actual results may differ materially from those
    currently anticipated and expressed in such forward-looking
    statements as a result of a number of factors, including those
    we discuss under Item 1A Risk Factors and
    elsewhere in this annual report.
  General
          time-and-materials
 26




---



##### Table of Contents



Blackboard Academic
    Suitetm, Blackboard Commerce
    Suitetm Blackboard
    Connecttm.

    Our suites of products include the following products:
    Blackboard Learning
    Systemtm,

    Blackboard Community
    Systemtm,

    Blackboard Content
    Systemtm,

    Blackboard Outcomes
    Systemtm,

    Blackboard Portfolio
    Systemtm,

    Blackboard Transaction
    Systemtm Onetm,

    and Blackboard
    Connecttm.
    
    Blackboard
    Learntm;
    Blackboard
    Transacttm; and
    Blackboard
    Connecttm.    Blackboard
    Learntm Blackboard Academic
    Suitetm. Blackboard
    Learntm Release 9.0 Blackboard Learn Course Delivery Community Engagement Content
    Management Portfolio Management Outcomes
    Assessment. Blackboard Academic Suite
  Offered
in Blackboard Academic
Suitetm

Offered in Blackboard
LearntmThe
Blackboard Learning
Systemtm

Course DeliverymoduleThe
Blackboard Community
Systemtm

Community EngagementmoduleThe
Blackboard Content
Systemtm

Content ManagementmoduleThe
Blackboard Portfolio
Systemtm

Portfolio ManagementmoduleThe
Blackboard Outcomes
Systemtm

Outcomes Assessmentmodule   Blackboard Commerce
    Suitetm Blackboard
    Transacttm.

    Blackboard
    Connecttm
      Blackboard Connect
 27




---



##### Table of Contents



Accounting for Derivative
    Instruments and Hedging Activity.
  Critical
    Accounting Policies and Estimates
   28




---



##### Table of Contents



Revenue recognition. 97-2, Software Revenue Recognition, SOP 98-9, Modification of
    SOP 97-2,
    Software Revenue Recognition, with Respect to Certain
    Transactions.
      00-3, Application of AICPA
    SOP 97-2
    to Arrangements That Include the Right to Use Software Stored on
    Another Entitys Hardware. set-up
  SOP 97-2. time-and-materials
  when-and-if-available
 29




---



##### Table of Contents



SOP 97-2.
  Allowance for doubtful accounts.
  Fair Value Measurements. Fair Value
    Measurements
          Long-lived assets. Accounting for the Impairment or Disposal of Long-Lived
    Assets.
  Goodwill and intangible assets. Goodwill and Other Intangible
    Assets.
 30




---



##### Table of Contents



Acquired technology

3 yearsContracts and customer lists

3 to 5 yearsNon-compete agreements

Term of agreementTrademarks and domain names

3 yearsPatents and related costs

Life of patent       Business Combinations
          Blackboard
    Content System. Blackboard Content System Blackboard Academic Suite Blackboard Learn.
 31




---



##### Table of Contents



Income Taxes.
    Accounting for Uncertainty in Income Taxes 
    an interpretation of FASB Statement No. 109 Accounting for Income
    Taxes. Accounting for Contingencies.
 32




---



##### Table of Contents



Stock-Based Compensation. Share-Based
    Payment
  Recent Accounting Pronouncements. Business
    Combinations.
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  No. 157-2, Effective Date of FASB Statement No. 157 (FSP 157-2). FSP 157-2 FSP 157-2
  No. APB 14-1, Accounting for Convertible Debt Instruments that May be
    Settled in Cash Upon Conversion. (APB 14-1). APB 14-1 APB 14-1 APB 14-1
  No. 07-5, Determining Whether an Instrument (or Embedded Feature)
    Is Indexed to an Entitys Own Stock (EITF 07-5) EITF 07-5 EITF 07-5
 33




---



##### Table of Contents



Important
    Factors Considered by Management
        
    Recurring ratable revenues include those product revenues that
    are recognized ratably over the contract term, which is
    typically one year, and that recur each year assuming clients
    renew their contracts. These revenues include revenues from the
    licensing of all of our software products, hosting arrangements,
    subscription fees from customers accessing our on-demand
    application services and enhanced support and maintenance
    contracts related to our software products, including certain
    professional services performed by our professional services
    groups.
    Non-recurring ratable revenues include those product revenues
    that are recognized ratably over the term of the contract, which
    is typically one year, but that do not contractually recur.
    These revenues include certain hardware components of our
    Blackboard Transaction Systemproducts and certain
    third-party hardware and software sold to our clients in
    conjunction with our software licenses.
    Other revenues include those revenues that are recognized as
    earned and are not deferred to future periods. These revenues
    include professional services, the sales of BbOne,
    certain sales of licenses, as well as the supplies and
    commissions we earn from publishers related to digital course
    supplement downloads.         34




---



##### Table of Contents



Results
    of Operations
    Year Ended December 31,2006


2007


2008Revenues:Product


88
%


89
%


91
%Professional services


12



11



9Total revenues


100



100



100Operating expenses:Cost of product revenues


22



20



24Cost of professional services revenues


9



7



6Research and development


15



12



13Sales and marketing


32



28



29General and administrative


19



16



17Proceeds from patent judgment










(1
)Amortization of intangibles resulting from acquisitions


9



9



12Total operating expenses


106



92



100Operating margin


(6
)%


8
%


0
%     Year Ended December 31,2006


2007


2008Cost of product revenues


25
%


22
%


27
%Cost of professional services revenues


71
%


66
%


68
%   Year
    Ended December 31, 2008 Compared to Year Ended
    December 31, 2007
   35




---



##### Table of Contents



2007


2008Product


Professional





Product


ProfessionalRevenues


Services Revenues


Total


Revenues


Services Revenues


Total(In millions)(Unaudited)Recurring ratable revenues

$
179.6


$
3.3


$
182.9


$
244.5


$
3.7


$
248.2Non-recurring ratable revenues


21.7







21.7



25.6







25.6Other revenues


12.3



22.5



34.8



13.1



25.2



38.3Total revenues

$
213.6


$
25.8


$
239.4


$
283.3


$
28.9


$
312.1   Product revenues. Blackboard
    Connect Blackboard Learning System Blackboard Learning System Blackboard Learning System Blackboard Learning System Blackboard Learning System Blackboard Learning System Blackboard Learning
    System Blackboard Learning System Blackboard Learning
    System
  Blackboard Commerce Suite
    Blackboard Academic Suite
  Professional services revenues.
 36




---



##### Table of Contents



Cost of product revenues. Blackboard Connect
    Cost of professional services revenues.
  Research and development expenses.
  Sales and marketing expenses.
  General and administrative expenses.
  Proceeds from patent judgment.
 37




---



##### Table of Contents



Net interest expense.
  Other income.
    (Provision) benefit for income taxes.
    Net income (loss).
 38




---



##### Table of Contents



Year
    Ended December 31, 2007 Compared to Year Ended
    December 31, 2006
  Revenues.
    2006


2007Product


Professional





Product


ProfessionalRevenues


Services Revenues


Total


Revenues


Services Revenues


Total(In millions)(Unaudited)Recurring ratable revenues

$
130.4


$
2.3


$
132.7


$
179.6


$
3.3


$
182.9Non-recurring ratable revenues


20.0







20.0



21.7







21.7Other revenues


10.0



20.4



30.4



12.3



22.5



34.8Total revenues

$
160.4


$
22.7


$
183.1


$
213.6


$
25.8


$
239.4   Product revenues. Blackboard
    Academic Suite Blackboard
    Learning System Blackboard Learning
    System Blackboard
    Learning System Blackboard
    Learning System Blackboard Learning System Blackboard Learning System Blackboard Learning
    System Blackboard Learning System Blackboard Commerce Suite Blackboard Transaction System
  Blackboard Commerce
    Suite
  Bb
  Blackboard Academic Suite
 39




---



##### Table of Contents



Professional services revenues.
  Cost of product revenues. Blackboard Transaction
    System.
    Cost of professional services revenues.
  Research and development expenses.
 40




---



##### Table of Contents



Sales and marketing expenses.
  General and administrative expenses.
  Net interest expense.
  Other (expense) income.
  (Benefit) provision for income taxes.
  Net income (loss).
 41




---



##### Table of Contents



Quarterly
    Results
      Quarter EndedMarch 31,


June 30,


September 30,


December 31,2007


2007


2007


2007(In thousands)Total revenues

$
55,280


$
59,404


$
61,562


$
63,202Total operating expenses


51,676



53,751



57,413



56,645Income from operations


3,604



5,653



4,149



6,557Net income


1,944



3,439



3,279



4,203Net cash provided by operating activities


891



484



38,415



29,567   Quarter EndedMarch 31,


June 30,


September 30,


December 31,2008


2008


2008


2008(In thousands)Total revenues

$
68,475


$
75,547


$
83,090


$
85,022Total operating expenses


72,942



74,718



81,658



82,440(Loss) income from operations


(4,467
)


829



1,432



2,582Net (loss) income


(3,293
)


1,037



2,091



2,985Net cash (used in) provided by operating activities


(6,055
)


1,209



60,264



24,417   Liquidity
    and Capital Resources
  Changes
    in Cash and Cash Equivalents
       42




---



##### Table of Contents



Convertible
    Promissory Notes
        EITF 04-8, The Effect of Contingently Convertible Instruments on
    Diluted Earnings per Share
 43




---



##### Table of Contents



in-the-money
        Working
    Capital Needs
   44




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
    Obligations
    and Commitments
    Notes


OperatingPayable


Leases(In thousands)2009

$



$
10,0792010






11,0632011


165,000



8,5262012






8,2892013






8,4382014 and beyond






36,505Total

$
165,000


$
82,900       Seasonality
    Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk     45




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
 PageReport of Independent Registered Public
    Accounting Firm


47Consolidated Balance Sheets as of
    December 31, 2007 and 2008


48Consolidated Statements of Operations for the
    years ended December 31, 2006, 2007 and 2008


49Consolidated Statements of Stockholders
    Equity for the years ended December 31, 2006, 2007 and
    2008


50Consolidated Statements of Cash Flows for the
    years ended December 31, 2006, 2007 and 2008


51Notes to Consolidated Financial Statements


52   46




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           Internal Control-Integrated Framework
  Accounting for Uncertainty in Income Taxes, an
    interpretation of SFAS No. 109.
      47




---



##### Table of Contents



BLACKBOARD
    INC.
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2007


2008(In thousands, except per share data)Current assets:Cash and cash equivalents

$
206,558


$
141,746Accounts receivable, net of allowance for doubtful accounts of
    $765 and $926, respectively


52,846



92,529Inventories


2,089



1,783Prepaid expenses and other current assets


5,069



8,518Deferred tax asset, current portion


6,549



1,796Deferred cost of revenues


6,793



7,126Total current assets


279,904



253,498Deferred tax asset, noncurrent portion


34,154



27,146Investment in common stock warrant






1,990Restricted cash


4,015



4,249Property and equipment, net


18,584



31,950Other assets


270



549Goodwill


117,502



263,850Intangible assets, net


50,847



75,126Total assets

$
505,276


$
658,358Current liabilities:Accounts payable

$
3,747


$
2,579Accrued expenses


24,182



27,879Deferred rent, current portion


160



345Deferred revenues, current portion


126,600



179,238Total current liabilities


154,689



210,041Convertible senior notes, net of debt discount of $3,481 and
    $1,828, respectively


161,519



163,172Deferred rent, noncurrent portion


1,469



10,959Deferred revenues, noncurrent portion


2,925



5,554Total liabilities


320,602



389,726Commitments and contingenciesStockholders equity:Preferred stock, $0.01 par value; 5,000,000 shares
    authorized, and no shares issued or outstanding






Common stock, $0.01 par value; 200,000,000 shares
    authorized; 29,196,807 and 31,359,738 shares issued and
    outstanding, respectively


292



314Additional paid-in capital


263,582



344,698Accumulated deficit


(79,200
)


(76,380
)Total stockholders equity


184,674



268,632Total liabilities and stockholders equity

$
505,276


$
658,358    48




---



##### Table of Contents



BLACKBOARD
    INC.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended December 31,2006


2007


2008(In thousands, except share and per share data)Revenues:Product

$
160,392


$
213,631


$
283,258Professional services


22,671



25,817



28,876Total revenues


183,063



239,448



312,134Operating expenses:Cost of product revenues, excludes $9,333, $11,654 and $17,803,
    respectively, in amortization of acquired technology included in
    amortization of intangibles resulting from acquisitions shown
    below(1)


39,594



47,444



75,237Cost of professional services revenues(1)


16,001



16,941



19,555Research and development(1)


27,162



28,278



40,580Sales and marketing(1)


58,340



66,033



91,076General and administrative(1)


35,823



38,667



50,757Proceeds from patent judgment










(3,313
)Amortization of intangibles resulting from acquisitions


17,969



22,122



37,866Total operating expenses


194,889



219,485



311,758(Loss) income from operations


(11,826
)


19,963



376Other (expense) income , net:Interest expense


(5,354
)


(5,766
)


(7,305
)Interest income


2,380



5,673



1,893Other (expense) income


(519
)


575



4,124(Loss) income before (benefit) provision for income taxes


(15,319
)


20,445



(912
)(Benefit) provision for income taxes


(4,582
)


7,580



(3,732
)Net (loss) income

$
(10,737
)

$
12,865


$
2,820Net (loss) income per common share:Basic

$
(0.39
)

$
0.45


$
0.09Diluted

$
(0.39
)

$
0.43


$
0.09Weighted average number of common shares:Basic


27,857,576



28,789,083



30,885,908Diluted


27,857,576



30,113,621



31,809,544(1) Includes the following amounts related to stock-based
    compensation:Cost of product revenues

$
386


$
672


$
949Cost of professional services revenues


524



631



321Research and development


733



467



777Sales and marketing


2,951



4,359



5,984General and administrative


3,462



5,914



7,096    49




---



##### Table of Contents



BLACKBOARD
    INC.
 CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY  Additional


Deferred





TotalCommon Stock


Paid-In


Stock


Accumulated


StockholdersShares


Amount


Capital


Compensation


Deficit


Equity(In thousands, except share amounts)Balance at December 31, 2005


27,479,351


$
275


$
210,919


$
(114
)

$
(80,755
)

$
130,325Issuance of common stock upon exercise of options


768,863



7



9,153











9,160Reclassification of deferred stock compensation upon adoption of
    SFAS 123R










(114
)


114







Excess tax benefits from exercise of stock options










3,317











3,317Stock-based compensation expense










8,056











8,056Net loss


















(10,737
)


(10,737
)Balance at December 31, 2006


28,248,214


$
282


$
231,331


$



$
(91,492
)

$
140,121Impact of adoption of FIN 48


















(573
)


(573
)Issuance of common stock upon exercise of options


948,593



10



13,363











13,373Excess tax benefits from exercise of stock options










6,845











6,845Stock-based compensation expense










12,043











12,043Net income


















12,865



12,865Balance at December 31, 2007


29,196,807


$
292


$
263,582


$



$
(79,200
)

$
184,674Issuance of common stock upon exercise of options


584,593



6



11,147











11,153Issuance of common stock upon NTI merger


1,508,338



15



52,736











52,751Issuance of restricted stock


70,000



1



(1
)










Excess tax benefits from exercise of stock options










2,107











2,107Stock-based compensation expense










15,127











15,127Net income


















2,820



2,820Balance at December 31, 2008


31,359,738


$
314


$
344,698


$



$
(76,380
)

$
268,632    50




---



##### Table of Contents



BLACKBOARD
    INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended December 31,2006


2007


2008(In thousands)Cash flows from operating activitiesNet (loss) income

$
(10,737
)

$
12,865


$
2,820Adjustments to reconcile net (loss) income to net cash provided
    by operating activities:Deferred tax benefit


(5,075
)


(2,830
)


(8,113
)Excess tax benefits from exercise of stock options


(3,317
)


(6,845
)


(2,107
)Amortization of debt discount


1,701



1,840



1,653Depreciation and amortization


8,980



10,681



15,703Amortization of intangibles resulting from acquisitions


17,969



22,122



37,866Change in allowance for doubtful accounts


(109
)


(2
)


161Stock-based compensation


8,056



12,043



15,127Gain on investment in common stock warrant










(3,980
)Changes in operating assets and liabilities, net of effect of
    acquisitions:Accounts receivable


(21,780
)


(225
)


(31,721
)Inventories


(571
)


288



306Prepaid expenses and other current assets


(42
)


(1,233
)


(2,594
)Deferred cost of revenues


(5,129
)


372



(394
)Accounts payable


133



952



(4,018
)Accrued expenses


(5,588
)


9,394



4,227Deferred rent


(245
)


1,101



9,675Deferred revenues


38,640



8,834



45,224Net cash provided by operating activities


22,886



69,357



79,835Cash flows from investing activitiesPurchases of property and equipment


(10,081
)


(16,023
)


(24,007
)Payments for capitalized patent enforcement costs


(276
)


(4,186
)


(3,552
)Proceeds from sale of investment in common stock warrant










1,990Sales of
    held-to-maturity
    securities


23,546







Purchases of available-for-sale securities






(94,250
)


Sales of available-for-sale securities


39,056



94,250



Acquisitions, net of cash acquired


(154,628
)


(27,664
)


(132,992
)Net cash used in investing activities


(102,383
)


(47,873
)


(158,561
)Cash flows from financing activitiesProceeds from revolving credit facility


10,000







Payments on revolving credit facility


(10,000
)






Proceeds from term loan


57,522







Payments on term loan


(35,600
)


(24,400
)


Proceeds from convertible senior notes






160,456



Releases of letters of credit


1,777







1,184Payments on letters of credit


(1,798
)


(1,976
)


(530
)Excess tax benefits from exercise of stock options


3,317



6,845



2,107Proceeds from exercise of stock options


9,160



13,373



11,153Net cash provided by financing activities


34,378



154,298



13,914Net (decrease) increase in cash and cash equivalents


(45,119
)


175,782



(64,812
)Cash and cash equivalents at beginning of year


75,895



30,776



206,558Cash and cash equivalents at end of year

$
30,776


$
206,558


$
141,746Supplemental cash flow informationCash paid for interest

$
3,539


$
3,824


$
5,652Cash paid for income taxes


344



415



6,243    51




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##### Table of Contents



BLACKBOARD
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2008
  1.
    Nature of
    Business and Organization    2.
    Significant
    Accounting Policies  Basis
    of Presentation and Consolidation
  Consolidated Financial Statements, Consolidation of all
    Majority-Owned Subsidiaries. Consolidation of Variable Interest Entities, The Equity Method of Accounting for
    Investments in Common Stock.
  Use of
    Estimates
    Fair
    Value of Financial Instruments
  Disclosures about Fair Value of
    Financial Instruments,
  Fair
    Value Measurements
  Fair Value
    Measurements
 52




---



##### Table of Contents



BLACKBOARD
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Quoted Prices in





SignificantActive Markets for


Significant Other


UnobservableDecember 31,


Identical Assets


Observable Inputs


Inputs2008


(Level 1)


(Level 2)


(Level 3)Assets:Cash equivalents(1)

$
96,705


$
96,705


$



$
Investment in common stock warrant


1,990







1,990



Total Assets

$
98,695


$
96,705


$
1,990


$
Liabilities:Convertible senior notes(2)

$
132,825


$
132,825


$



$
     (1)
    
    Cash equivalents consist of money market funds with original
    maturity dates of less than three months for which the fair
    value is based on quoted market prices.(2)
    
    The fair value of the Companys convertible senior notes is
    based on the quoted market price.  Short-term
    Investments
  Accounting for Certain
    Investments in Debt and Equity Securities. Held-to-maturity held-to-maturity
  Restricted
    Cash
   53




---



##### Table of Contents



BLACKBOARD
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Investment
    in Common Stock Warrant
  Accounting for Derivative
    Instruments and Hedging Activity.
  Foreign
    Currency Translation
    Concentration
    of Credit Risk
      Allowance
    for Doubtful Accounts
   54




---



##### Table of Contents



BLACKBOARD
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     2006


2007


2008(In thousands)Beginning Balance

$
701


$
767


$
765Additions


198



554



531Reductions


(132
)


(556
)


(370
)Ending Balance

$
767


$
765


$
926   Income
    Taxes
      Accounting for Uncertainty in Income
    Taxes  an interpretation of FASB Statement
    No. 109 Accounting for
    Income Taxes. Accounting for
    Contingencies.
  Inventories
  first-in,
  Property
    and Equipment
    Computer and office equipment

3 yearsSoftware

2 to 5 yearsFurniture and fixtures

3 to 5 yearsLeasehold improvements

Shorter of lease term or useful life   Goodwill
    and Intangible Assets
  Goodwill and Other Intangible Assets.
 55




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##### Table of Contents



BLACKBOARD
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Acquired technology

3 yearsContracts and customer lists

3 to 5 yearsNon-compete agreements

Term of agreementTrademarks and domain names

3 yearsPatents and related costs

Life of patent   Impairment
    of Long-Lived Assets
    Revenue
    Recognition and Deferred Revenue
  97-2, Software Revenue Recognition, SOP 98-9, Modification of
    SOP 97-2,
    Software Revenue Recognition, with Respect to Certain
    Transactions.
   56




---



##### Table of Contents



BLACKBOARD
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     00-3, Application of AICPA
    SOP 97-2
    to Arrangements That Include the Right to Use Software Stored on
    Another Entitys Hardware. set-up
  SOP 97-2. time-and-materials
  when-and-if-available SOP 97-2.
  Cost
    of Revenues and Deferred Cost of Revenues
  Blackboard Connect
    Software
    Development Costs
  Accounting for
    the Costs of Computer Software to be Sold, Leased, or Otherwise
    Marketed.
 57




---



##### Table of Contents



BLACKBOARD
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Advertising
    Stock
    Options
  Share-Based Payment
  Year Ended December 31,2006


2007


2008Dividend yield


0
%


0
%


0
%Expected volatility


42.4
%


44.0
%


40.0
%Average risk-free interest rate


4.75
%


4.53
%


2.78
%Expected term


4.9 years



5.1 years



4.9 yearsForfeiture rate


15.0
%


15.0
%


11.5
%   Dividend yield
  Expected volatility
 58




---



##### Table of Contents



BLACKBOARD
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Risk-free interest rate
  Expected life of the options Share-Based Payment.
  Forfeiture rate
      Restricted
    Stock
      Basic
    and Diluted Net (Loss) Income per Common Share
   59




---



##### Table of Contents



BLACKBOARD
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Year Ended December 31,2006


2007


2008(In thousands, except share and per share amounts)Basic net (loss) income per common share:Net (loss) income

$
(10,737
)

$
12,865


$
2,820Weighted average shares outstanding


27,857,576



28,789,083



30,885,908Basic net (loss) income per common share

$
(0.39
)

$
0.45


$
0.09Diluted net (loss) income per common share:Net (loss) income

$
(10,737
)

$
12,865


$
2,820Weighted average basic shares outstanding


27,857,576



28,789,083



30,885,908Dilutive effect of:Stock options related to the purchase of common stock






1,324,538



923,636Weighted average diluted shares outstanding


27,857,576



30,113,621



31,809,544Diluted net (loss) income per common share

$
(0.39
)

$
0.43


$
0.09     Comprehensive
    Net Income (loss)
    Segment
    Information
  Disclosure about Segments of an Enterprise and Related
    Information.
   60




---



##### Table of Contents



BLACKBOARD
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Recent
    Accounting Pronouncements
  Business
    Combinations.
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  No. 157-2, Effective Date of FASB Statement No. 157 (FSP 157-2). FSP 157-2 FSP 157-2
  No. APB 14-1, Accounting for Convertible Debt Instruments that May be
    Settled in Cash Upon Conversion. (APB 14-1). APB 14-1 APB 14-1 APB 14-1
  No. 07-5, Determining Whether an Instrument (or Embedded Feature)
    Is Indexed to an Entitys Own Stock (EITF 07-5) EITF 07-5 EITF 07-5
 61




---



##### Table of Contents



BLACKBOARD
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   3.
    Mergers
    and Acquisitions  WebCT,
    Inc. Merger
    Business Combinations
        Xythos
    Software, Inc. Merger
  Blackboard Content System. Blackboard Content System Blackboard
    Academic Suite Blackboard
    Learn.
   62




---



##### Table of Contents



BLACKBOARD
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NTI
    Group, Inc. Merger
        Preliminary
    Purchase Price Allocation
   63




---



##### Table of Contents



BLACKBOARD
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Cash and cash equivalents

$
1,592Accounts receivable


8,123Prepaid expenses and other current assets


1,143Restricted cash


888Property and equipment


2,304Accounts payable


(650
)Other accrued liabilities


(2,142
)Deferred tax liabilities, net


(16,806
)Deferred revenue


(10,045
)Net tangible liabilities to be acquired


(15,593
)Definite-lived intangible assets acquired


60,325Goodwill


143,089Total estimated purchase price

$
187,821          64




---



##### Table of Contents



BLACKBOARD
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Deferred
    Revenue
  build-up build-up
  Pro
    Forma Financial Information
   65




---



##### Table of Contents



BLACKBOARD
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     2007


2008(In thousands, except per share amounts) (Unaudited)Total revenues

$
269,913


$
315,577Net (loss) income

$
(694
)

$
1,669Basic net (loss) income per common share

$
(0.02
)

$
0.05Diluted net (loss) income per common share

$
(0.02
)

$
0.05   4.
    Inventories  Inventories
    consist of the following:
  December 31,2007


2008(In thousands)Raw materials

$
551


$
678Work-in-process


602



547Finished goods


936



558Total inventories

$
2,089


$
1,783   5.
    Property
    and Equipment  Property
    and equipment consists of the following:
  December 31,2007


2008(In thousands)Computer and office equipment

$
41,511


$
53,052Software


20,830



28,479Furniture and fixtures


713



1,860Leasehold improvements


3,252



11,42566,306



94,816Less accumulated depreciation and amortization


(47,722
)


(62,866
)Total property and equipment, net

$
18,584


$
31,950    66




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##### Table of Contents



BLACKBOARD
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Goodwill
    and Intangible Assets    December 31,


Weighted-Average2007


2008


Amortization Period(In thousands)


(In years)Goodwill

$
117,502


$
263,850Acquired technology

$
48,462


$
65,255



3.0Accumulated amortization


(31,397
)


(49,199
)Acquired technology, net


17,065



16,056Contracts and customer lists


52,632



94,732



4.9Accumulated amortization


(23,892
)


(43,704
)Contracts and customer lists, net


28,740



51,028Trademarks and domain names


191



1,016



3.0Accumulated amortization


(191
)


(443
)Trademarks and domain names, net






573Patents and related costs


5,212



8,198



15.1Accumulated amortization


(170
)


(729
)Patents and related costs, net


5,042



7,469Intangible assets, net

$
50,847


$
75,126         7.
    Credit
    Facilities and Notes Payable   67




---



##### Table of Contents



BLACKBOARD
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       EITF 04-8, The Effect of Contingently Convertible Instruments on
    Diluted Earnings per Share
  in-the-money
     68




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##### Table of Contents



BLACKBOARD
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      8.
    Stock
    Option Plan     69




---



##### Table of Contents



BLACKBOARD
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Stock
    Options
    Number of


Weighted Average


Aggregate


Weighted AverageShares


Price/Share


Intrinsic Value


Remaining Life(In years)Outstanding at December 31, 2005


3,343,312


$
13.06Granted


1,858,250



27.65Exercised


(768,863
)


11.99Canceled


(510,654
)


24.16Outstanding at December 31, 2006


3,922,045



18.76Granted


1,527,750



35.02Exercised


(948,593
)


14.07Canceled


(255,465
)


26.27Outstanding at December 31, 2007


4,245,737



25.21Granted


1,545,250



32.25Exercised


(576,593
)


19.11


$
10,276Canceled


(350,134
)


30.32Outstanding at December 31, 2008


4,864,260



27.80



14,963



5.8Exercisable at December 31, 2008


2,416,333



22.91



14,431



4.8Unvested at December 31, 2008


2,440,852



32.63



532



6.7Vested and expected to vest at December 31, 2008


4,607,014



27.49



14,894



5.7     Outstanding Options


Exercisable OptionsWeighted Average


Weighted





WeightedRemaining Life


Average





AverageRange of Exercise Prices

Shares


(Years)


Price


Shares


Price$ 0.02-$ 9.66


601,038



3.02


$
9.34



601,038


$
9.34$ 9.67-$16.99


168,452



5.49



14.03



147,774



13.83$17.00-$26.84


613,795



5.20



21.92



454,798



21.03$26.85-$28.41


790,322



5.33



28.00



435,872



28.03$28.42-$46.89


2,690,653



6.72



34.07



776,851



33.364,864,260



5.80



27.80



2,416,333



22.91  70




---



##### Table of Contents



BLACKBOARD
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Restricted
    Stock
    Number of


Weighted Average


Aggregate


Weighted AverageShares


Price/Share


Intrinsic Value


Remaining Life(In years)Unvested at December 31, 2007


Granted


80,000


$
29.19Vested and issued


Cancelled


(10,000
)


28.75Unvested at December 31, 2008


70,000



29.25


$
1,836



9.2Expected to vest at December 31, 2008


54,790



29.19



1,437



9.2   9.
    Income
    Taxes  paid-in-capital
    Year Ended December 31,2006


2007


2008(In thousands)Current expense

$
493


$
2,660


$
2,273Deferred (benefit) expense


(5,075
)


4,920



(6,005
)(Benefit) provision for income taxes

$
(4,582
)

$
7,580


$
(3,732
)  71




---



##### Table of Contents



BLACKBOARD
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2007


2008(In thousands)Deferred tax assets (liabilities):Stock-based compensation expense

$
4,958


$
10,091Domestic net operating loss carry forwards


40,919



24,107International net operating loss carry forwards


714



684Alternative minimum tax and other federal tax credits


4,083



5,370State tax credits


640



5,241Depreciation


2,876



680Amortization


(10,909
)


(16,519
)Bad debts


305



289Deferred rent


596



4,488Deferred revenues


1,441



618Deferred cost of revenues


(2,669
)


(2,937
)Prepaids


(554
)


(770
)Accruals and other


47



(727
)Valuation allowance


(1,744
)


(1,673
)Net deferred tax assets

$
40,703


$
28,942     2006


2007


2008(In thousands)Beginning Balance

$
2,856


$
5,147


$
1,744Additions


4,682



67



1,592Reductions


(2,391
)


(3,470
)


(1,663
)Ending Balance

$
5,147


$
1,744


$
1,673        72




---



##### Table of Contents



BLACKBOARD
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2006


2007


2008Federal tax at statutory rates


(35.0
)%


35.0
%


(35.0
)%State taxes, net of federal benefit


(4.5
)


4.8



(4.5
)Change in valuation allowance


(4.6
)


(1.2
)


174.6Permanent differences


9.1



3.6



52.2Difference in tax rates


1.3



(8.0
)


17.1Credits not offset by current liability


3.8



(1.6
)


(649.7
)Other






4.5



36.2(Benefit) provision for income taxes


(29.9
)%


37.1
%


(409.1
)%        73




---



##### Table of Contents



BLACKBOARD
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2007


2008(In thousands)Beginning balance

$
573


$
573Increases related to current year tax positions






Expiration of the statute of limitations for the assessment of
    taxes






Ending balance

$
573


$
573       10.
    Commitments
    and Contingencies      Notes


OperatingPayable


Leases(In thousands)2009

$



$
10,0792010






11,0632011


165,000



8,5262012






8,2892013






8,4382014 and beyond






36,505Total

$
165,000


$
82,900        74




---



##### Table of Contents



BLACKBOARD
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        11.
    Employee
    Benefit Plans      12.
    Quarterly
    Financial Information (Unaudited)   75




---



##### Table of Contents



BLACKBOARD
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Quarter EndedMarch 31,


June 30,


September 30,


December 31,2007


2007


2007


2007(In thousands, except per share amounts)Summary consolidated statement of operations:Total revenues

$
55,280


$
59,404


$
61,562


$
63,202Costs of revenues


15,461



16,097



16,392



16,435Net income


1,944



3,439



3,279



4,203Net income per common share:Basic

$
0.07


$
0.12


$
0.11


$
0.14Diluted

$
0.07


$
0.12


$
0.11


$
0.14   Quarter EndedMarch 31,


June 30,


September 30,


December 31,2008


2008


2008


2008(In thousands, except per share amounts)Summary consolidated statement of operations:Total revenues

$
68,475


$
75,547


$
83,090


$
85,022Costs of revenues


20,918



23,134



24,620



26,120Net (loss) income


(3,293
)


1,037



2,091



2,985Net (loss) income per common share:Basic

$
(0.11
)

$
0.03


$
0.07


$
0.10Diluted

$
(0.11
)

$
0.03


$
0.06


$
0.09  76




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.    Item 9A.
    Controls
    and Procedures.  (a)
    Evaluation
    of Disclosure Controls and Procedures.  Rules 13a-15(e) 15d-15(e)
  (b)
    Changes
    in Internal Control over Financial Reporting.  Rules 13a-15(f) 15d-15(f)
 77




---



##### Table of Contents



MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
  Rule 13a-15(f).
  Internal Control 
    Integrated Framewor Internal
    Control  Integrated Framework
    Signature

Title

Date/s/  Michael
    L. ChasenMichael
    L. Chasen

Chief Executive Officer and Director (Principal Executive
    Officer)

February 26, 2009/s/  Michael
    J. BeachMichael
    J. Beach

Chief Financial Officer
    (Principal Financial Officer)

February 26, 2009  78




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                      79




---



##### Table of Contents



Item 9B.
    Other
    Information.   PART III Item 10.
    Directors,
    Executive Officers and Corporate Governance.      
    Information regarding our directors required by this Item is set
    forth under the heading Election of Directors
    Information regarding our audit committee and designated
    audit committee financial experts is set forth under
    the heading Corporate Governance  The Board of
    Directors and Its Committees  Audit Committee
    Information regarding Section 16(a) beneficial ownership
    reporting compliance is set forth under the heading
    Section 16(a) Beneficial Ownership Reporting
    Compliance    Code of
    Ethics
  http://investor.blackboard.com.
  Item 11.
    Executive
    Compensation.    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.    Item 14.
    Principal
    Accounting Fees and Services.   80




---



##### Table of Contents



PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules.    2.
    Financial Statement Schedules.    3.
    Exhibits. The Exhibits filed as part of this Annual Report on
    Form 10-K
    are listed on the Exhibit Index immediately preceding such
    Exhibits, which Exhibit Index is incorporated herein by
    reference.  (b)
    Exhibits  see Item 15(a)(3) above.  (c)
    Financial Statement Schedules  see Item 15(a)(2)
    above. 81




---



##### Table of Contents



SIGNATURES
      By:
    /s/  Michael
    J. Beach   Chief Financial Officer
  POWER OF
    ATTORNEY
  attorneys-in-fact Form 10-K attorneys-in-fact attorneys-in-facts
    Signature

Title

Date/s/  Michael
    L. ChasenMichael
    L. Chasen

Chief Executive Officer and Director (Principal Executive
    Officer)

February 26, 2009/s/  Michael
    J. BeachMichael
    J. Beach

Chief Financial Officer
    (Principal Financial Officer)

February 26, 2009/s/  Jonathan
    R. WalshJonathan
    R. Walsh

Vice President, Finance and Accounting (Principal Accounting
    Officer)

February 26, 2009/s/  Matthew
    PittinskyMatthew
    Pittinsky

Chairman of the Board of Directors

February 26, 2009/s/  Joseph
    L. CowanJoseph
    L. Cowan

Director

February 26, 2009/s/  Frank
    R. GattiFrank
    R. Gatti

Director

February 26, 2009/s/  Beth
    KaplanBeth
    Kaplan

Director

February 26, 2009 82




---



##### Table of Contents



Signature

Title

Date/s/  Thomas
    KalinskeThomas
    Kalinske

Director

February 26, 2009/s/  E.
    Rogers Novak, Jr.E.
    Rogers Novak, Jr.

Director

February 26, 2009/s/  William
    RaduchelWilliam
    Raduchel

Director

February 26, 2009  83




---



##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber2
.1

Agreement and Plan of Merger, dated as of January 11, 2008,
    by and among Blackboard Inc., Bookstore Merger Sub, Inc., The
    NTI Group, Inc. and Pace Holdings, LLC(8)3
.1

Fourth Restated Certificate of Incorporation of the Registrant(3)3
.2

Amended and Restated By-Laws of the Registrant(3)4
.1

Form of certificate representing the shares of the
    Registrants common stock(2)4
.2

Indenture, dated as of June 20, 2007, between Blackboard
    Inc. and U.S. Bank National Association, as trustee(14)4
.3

Registration Rights Agreement dated as of January 31, 2008
    by and among Blackboard Inc., Pace Holdings LLC and The NTI
    Group Inc. stockholders listed therein(16)10
.1

Amended and Restated Stock Incentive Plan, as amended(1)10
.2

Amended and Restated 2004 Stock Incentive Plan(10)10
.3*

Employment Agreement between the Registrant and Michael Chasen
    dated November 14, 2005(9)10
.4*

Employment Agreement between the Registrant and Michael Beach,
    dated September 1, 2006(11)10
.5*

Employment Agreement between the Registrant and Matthew H.
    Small, dated January 26, 2004(6)10
.6*

Amendment to Employment Agreement  Michael L.
    Chasen(17)10
.7*

Amendment to Employment Agreement  Michael J.
    Beach(17)10
.8*

Amendment to Employment Agreement  Matthew H.
    Small(17)10
.9*

Outside Director Compensation Plan(12)10
.10

Office Lease Agreement between the Registrant and Washington
    Television Center, dated December 15, 2006(15)10
.11

First Amendment to Office Lease Agreement between the Registrant
    and Washington Television Center, dated June 5, 2007 10
.12

Second Amendment to Office Lease Agreement between the
    Registrant and Washington Television Center, dated
    December 2, 2008 10
.13

Form of Incentive Stock Option Agreement(4)10
.14

Form of Nonstatutory Stock Option Agreement(4)10
.15

Form of Restricted Stock Agreement(4)10
.16

Form of Executive Incentive Stock Option Agreement(5)10
.17

Form of Executive Nonstatutory Stock Option Agreement(5)10
.18

Form of Executive Nonstatutory Stock Option Agreement(12)10
.19

Form of Executive Nonstatutory Stock Option Agreement(12)10
.20*

Summary of Approved 2008 and 2009 Compensation(18)21
.1

Subsidiaries of the Company 23
.1

Consent of Ernst & Young LLP, independent registered
    public accounting firm 24
.1

Power of Attorney (included on signature page) 31
.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002 31
.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002 32
.1

Section 906 Principal Executive Officer Certification32
.2

Section 906 Principal Financial Officer Certification     
    
    Filed herewith.
    
    Furnished herewith.*
    
    Indicates a management contract or compensatory plan or
    arrangement.(1)
    
    Previously filed on March 5, 2004 as an exhibit to the
    Registrants Registration Statement on
    Form S-1
    (File
    No. 333-113332),
    and incorporated by reference herein.




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##### Table of Contents



(2)
    
    Previously filed on May 4, 2004 as an exhibit to Amendment
    No. 2 to the Registrants Registration Statement on
    Form S-1
    (File
    No. 333-113332),
    and incorporated by reference herein.(3)
    
    Previously filed on August 8, 2004 as an exhibit to the
    Registrants Report on
    Form 10-Q,
    and incorporated by reference herein.(4)
    
    Previously filed on December 3, 2004 as an exhibit to the
    Registrants Report on
    Form 8-K,
    and incorporated by reference herein.(5)
    
    Previously filed on March 1, 2005 as an exhibit to the
    Registrants Report on
    Form 10-K,
    and incorporated by reference herein.(6)
    
    Previously filed on May 13, 2005 as an exhibit to the
    Registrants Report on
    Form 10-Q,
    and incorporated by reference herein.(7)
    
    Previously filed on May 25, 2005 as an exhibit to the
    Registrants Report on
    Form 8-K,
    and incorporated by reference herein.(8)
    
    Previously filed on January 14, 2008 as an exhibit to the
    Registrants Report on
    Form 8-K,
    and incorporated by reference herein.(9)
    
    Previously filed on November 18, 2005 as an exhibit to the
    Registrants Report on
    Form 8-K,
    and incorporated by reference herein.(10)
    
    Previously filed on August 7, 2008 as an exhibit to the
    Registrants Report on
    Form 10-Q,
    and incorporated by reference herein.(11)
    
    Previously filed on November 9, 2006 as an exhibit to the
    Registrants Report on
    Form 10-Q,
    and incorporated by reference herein.(12)
    
    Previously filed on February 6, 2007 as an exhibit to the
    Registrants Report on
    Form 8-K,
    and incorporated by reference herein.(13)
    
    Previously filed on June 20, 2007 as an exhibit to the
    Registrants Report on
    Form 8-K,
    and incorporated by reference herein.(14)
    
    Previously filed on June 15, 2007 as an exhibit to the
    Registrants Report on
    Form 8-K,
    and incorporated by reference herein.(15)
    
    Previously filed on February 23, 2007 as an exhibit to the
    Registrants Report on
    Form 10-K,
    and incorporated by reference herein.(16)
    
    Previously filed on January 31, 2008 as an exhibit to the
    Registrants Report on
    Form 8-K,
    and incorporated by reference herein.(17)
    
    Previously filed on November 6, 2008 as an exhibit to the
    Registrants Report on
    Form 10-Q,
    and incorporated by reference herein.(18)
    
    Previously filed on February 12, 2009 as an exhibit to the
    Registrants Report on
    Form 8-K,
    and incorporated by reference herein.