##### Table of Contents



UNITED
    STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended:
    December 31, 2006oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission file number:
    000-50698
  GREENFIELD ONLINE,
    INC.
 (Exact name of Registrant as
    specified in its charter)
  Delaware(State or other
    jurisdiction of
    incorporation or organization)

06-1440369(IRS Employer
    Identification No.)21 River Road, Wilton, CT(Address of principal
    executive offices)

06897(Zip Code)   Registrants telephone number, including area code:
 (203) 834-8585
  Securities registered pursuant to Section 12(b) of the
    Act:
 None
  Securities
    registered under Section 12(g) of the Act: Common Stock,
    $0.0001 par value
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
 o þ o
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 



TABLE OF
    CONTENTS
  
  PageItem 1.


Business


2Item 1A.


Risk
    Factors


16Item 1B.


Unresolved Staff
    Comments


25Item 2.


Properties


26Item 3.


Legal
    Proceedings


26Item 4.


Submission of
    Matters to a Vote of Security Holders


26Item 5.


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


27Item 6.


Selected Financial
    Data


28Item 7.


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


30Item 7A.


Qualitative and
    Quantitative Disclosures about Market Risk


54Item 8.


Financial
    Statements and Supplementary Data


55Item 9.


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


109Item 9A.


Controls and
    Procedures


109Item 9B.


Other
    Information


109Item 10.


Directors,
    Executive Officers and Key Employees of the Registrant and
    Related Stockholder Matters


110Item 11.


Executive
    Compensation


110Item 12.


Security Ownership
    of Certain Beneficial Owners and Management


110Item 13.


Certain
    Relationships and Related Transactions


110Item 14.


Principal
    Accounting Fees and Services


110Item 15.


Exhibits and
    Financial Statement Schedules


110EX-10.65: MANAGING DIRECTOR AGREEMENTEX-10.66: SALE BONUS AGREEMENTEX-10.67: MANAGING DIRECTOR AGREEMENTEX-10.68: SALE BONUS AGREEMENTEX-21.1: SUBSIDIARIESEX-23.1: CONSENT OF PRICEWATERHOUSECOOPERS LLPEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION   i




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PART I.
  SAFE
    HARBOR STATEMENT
  Form 10-K Form 10-K. Form 10-K
  
    risks related to the separation of our Ciao Internet survey
    solutions and comparison shopping businesses;
    risks related to the success of new business initiatives;
    our ability to develop and deploy new technologies;
    risks related to our reliance on search engine algorithm
    optimization to generate internet traffic;
    our client satisfaction levels;
    our ability to build and maintain the size and demographic
    composition of the Greenfield Online and Ciao panels;
    our panelists responsiveness to our surveys;
    issues related to the development, success and client acceptance
    of our
    Real-Time
    Samplingtm
    capability for recruiting survey takers on the Internet;
    our ability to accurately predict future revenue;
    our ability to manage pricing pressure in North America and
    Europe;
    our reliance on our largest customers;
    our ability to reaccelerate European third-party sales growth;
    the growing competitiveness of our marketplaces and our ability
    to compete therein;
    our ability to manage or accelerate our growth and international
    expansion;
    risks related to foreign currency rate fluctuations;
    our ability to integrate successfully the businesses we have
    recently acquired or may acquire in the future;
    our online business model;
    demand for our products and services;
    the seasonality of demand for Internet survey solutions and
    comparison shopping services; and
    the strength of our Greenfield Online and Ciao brands.   1




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Item 1.
    BUSINESS    Overview
    
    Internet Survey Solutions:  Through our
    Greenfield Online and Ciao segments we collect, organize and
    sell consumer opinions in the form of survey responses to
    marketing research companies and end-users on a global basis.
    Comparison Shopping:  Through our Ciao
    comparison shopping portals we gather unique and valuable
    user-generated content in the form of product and merchant
    reviews. Visitors to our Ciao portals use these reviews to help
    make purchasing decisions and we derive revenue from this
    Internet traffic via
    e-commerce,
    merchant referrals, click-throughs, and advertising sales.  Internet
    Survey Solutions
  tm
    24 hours-a-day
 2




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Comparison
    Shopping
  in-language e-commerce e-commerce
  Segment
    Information
   3




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Form 10-K.
    Recent
    Developments
    
    division and apportionment of intellectual property including
    trademarks and Internet domain names;
    division and apportionment of the intertwined Ciao Internet
    panel member and Ciao shopping member databases;
    division and apportionment of technology including licensed and
    internally developed software, hardware and operating systems;
    allocation of personnel to each entity;
    division and apportionment of real estate; and
    potential tax implications that may result from the separation
    of the businesses.    Our
    Market Opportunity
  Internet
    Survey Solutions
    Factors
    Affecting the Growth of Internet-Based Marketing
    Research
  Benefits of Internet-Based Marketing
    Research.
  
    Benefits to the Marketing Research Industry  Speed.
 4




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Cost Effectiveness.
  Improved Results.
  New Opportunities.
  
    Benefits to Survey Respondents  Less Intrusive and More Convenient.
  More Engaging.
  
    Growth in Internet Penetration.  Studies
    reflect that the percentage of the U.S. and European population
    using the Internet is growing. As Internet penetration
    increases, and in particular as broadband penetration climbs, we
    believe the migration from traditional data collection methods
    to Internet-based data collection will accelerate. As the
    population of Internet users increases, a larger and more
    diverse group of people become accessible to us as potential
    panelists and potential
    Real-Time
    Sampling participants, and the quality of our Internet survey
    responses will likely improve.  Comparison
    Shopping
    Factors
    Affecting the Growth of Comparison Shopping
  
    Benefits to Consumers  Centrally Located and Detailed Information.
 5




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##### Table of Contents



Ciao Community Reviews.
  
    Benefits for Merchants  Qualified Consumer Audience.
  Our
    Competitive Position
  Internet
    Survey Solutions
    
    Our Internet Panels.  The Greenfield Online and
    Ciao panels are some of the largest Internet-based panels
    available. As of December 31, 2006, our Internet panels
    consisted of millions of panelists that had double opted-in to
    participate in our surveys. We continue to actively expand the
    breadth and demographics of our panels to address the needs of
    our clients. As part of this strategy we completed the
    acquisitions of the OpinionSurveys.com panel from The Dohring
    Company in 2004, and the acquisitions of Rapidata.net, Inc.,
    (Rapidata), Zing Wireless, Inc.,
    (goZing), and Ciao in 2005. As a result of these
    acquisitions and our continued recruitment of new panelists we
    now have proprietary panels in over 20 countries around the
    world. We have a process of qualifying our panelists, which
    allows us to offer our clients premium specialty panels
    comprised of people with similar characteristics. We have the
    ability to quickly reach appropriate target audiences within our
    panel for a wide range of client requests, including respondents
    in the healthcare, automotive, Hispanic,
    business-to-business,
    information technology and international segments.
    Experienced Panel Management.  Over the past
    12 years we have developed, and through our recent
    acquisitions, we have acquired proprietary panel management
    techniques designed to maximize the efficiency and productivity
    of our Internet panels. We maintain a fresh and active panel by
    continually adding new members and seeking additional
    information from our panelists. These panel management
    techniques allow us to efficiently target our survey invitations
    and create relevant cash and non-cash incentive programs for our
    panelists. Additionally, we maintain policies to protect the
    confidentiality of our panelists personal information and
    prohibit marketing to our panelists using information obtained
    through their survey participation. We believe that these
    policies have enabled us to develop a relationship of trust with
    our panelists and foster a climate that encourages their
    continued participation in our surveys.
    Real-Time Sampling.  We compliment our
    Internet-based panels with our Real-Time Sampling capabilities.
    Real-Time Sampling allows us to invite Internet users at
    hundreds of websites to participate in surveys, without the
    requirement that they join our panels. Internet users that
    accept this invitation are then directed to a proprietary
    software that collects certain demographic information and
    routes the participant to an active survey project for which he
    or she is likely to qualify. Real-Time Sampling allows us to
    access the portion of the Internet using population that is less
    likely to join our panels, but is willing to provide opinions
    about topics important or relevant to them.
    Complete Internet Survey Solutions.  We offer a
    wide range of Internet survey solutions that enable the global
    marketing research industry to conduct Internet-based research.
    Our complete range of survey solutions facilitates the migration
    from traditional survey methods to Internet-based methods and
    eliminates the need for our clients to develop their own
    Internet research capabilities.
    Focused Sales Strategy.  Our focused sales
    strategy seeks to incorporate our Internet survey solutions into
    our clients research proposals that they present to the
    end-users of the data we collect. Our client 6




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relationships are strengthened by this cooperative sales
    strategy which allows us to leverage their global sales forces
    as a distribution channel for our products and services. We do
    not compete with our clients for custom marketing research
    business from end-users.  
    Well-Established Brand and Commitment to Customer
    Service.  Greenfield Online was founded in 1994
    and we conducted our first North American Internet-based
    marketing research project in 1995. Ciao was founded in 1999 and
    conducted its first European Internet-based marketing research
    project in 2001. Since our inception, we have built and refined
    our Internet panels and other means to conduct Internet surveys,
    and maintained a commitment to industry-leading customer
    service. Our early entry into the Internet-based survey
    marketing research industry, the quality and global reach of our
    Internet panels and our commitment to technology and customer
    service have enabled us to develop strong brands within the
    marketing research industry in North America and Europe.  Comparison
    Shopping
    
    The Ciao Community.  The Ciao community is
    comprised of consumers from all walks of life who have chosen to
    become members of one of our localized Ciao shopping portals in
    order to contribute product and store reviews and to take
    advantage of a number of interactive community features such as
    guest books, buddy lists and personal profiles that are only
    available to registered members. As of December 31, 2006,
    our Ciao shopping portals had over 1 million registered
    members. We believe that our strong community of review writers
    is an important asset as it creates a constant inflow of fresh,
    original content that positively differentiates us from our
    competitors and helps us attract additional visitors to our
    websites.
    Our Product Reviews.  We believe that the
    product and store reviews posted by members of the Ciao
    community are valuable content that helps consumers make
    informed purchasing decisions. Since our inception, members of
    the Ciao community have posted several million product and store
    reviews on our shopping portals. These reviews may be written in
    any of 6 languages, with a minimum word count of 100 words
    per review. We believe that this makes our product review
    database one of the largest in the world, giving us an advantage
    over many of our competitors.
    Our Pan-European Presence.  We operate Ciao
    shopping portals in Germany, France, the United Kingdom,
    Spain, Italy and the Netherlands. Many of our competitors are
    operating websites in their respective home markets only. We
    believe that our pan-European reach provides a competitive
    advantage as it enables us to transfer learnings from one
    country to another, increases our brand recognition with larger
    advertisers and retailers and diversifies our revenue risk in
    the comparison shopping business.  Our
    Strategy
    
    Expand Internet Survey Solutions:  Our goal is
    to maintain and build upon our leadership position within the
    global Internet survey solutions market. In order to achieve
    this goal, our strategy is to:  
    Provide High Quality Internet Sample.  We have
    introduced a quality improvement program that has raised our
    customer satisfaction scores to their highest levels since we
    began tracking them. We will endeavor to maintain this level of
    customer satisfaction and strive to increase it through process
    automation, high quality, active and profiled panels and
    additional sources of survey takers such as Real-Time Sampling. 7




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
    Provide Our Clients High Value.  We believe we
    can continue to improve the value of our Internet sample through
    our cost effective supply chain management, our use of
    technology to automate our business processes and through our
    continued use of low-cost production facilities.
    Increase Our Understanding and Effective Management of Our
    Internet Panels.  As we have developed our
    internal panel management technologies we have learned more
    about our panelists behavior and have increased our
    ability to direct targeted survey invitations to them. We
    believe that these innovations have and will continue to allow
    us to better manage and maintain high quality, active panelists
    and offer higher value data.
    Expand the Range of Our Specialty Panels.  Our
    current specialty panels include healthcare, automotive,
    Hispanic,
    business-to-business
    and information technology segments. Our ability to capture and
    access specific demographic information about our panelists
    allows us to provide our clients with access to research
    audiences that are difficult or impossible to find through other
    methods.
    Diversify our Sources of Survey
    Respondents.  In order to supplement the ability
    of our Internet panels to provide survey respondents and
    diversify the sources of our respondents, we intend to continue
    to develop the functionality and efficiency of our Real-Time
    Internet Sampling capability, which allows us to gather survey
    opinions from individuals who are not members of our Internet
    panels, and to expand the use of this capability
    internationally. Through Real Time Internet Sampling we are able
    to access the Internet traffic of participating websites and
    present visitors to these sites with an offer to participate in
    one of our surveys. Individuals who accept this offer are routed
    to our websites, where proprietary techniques and software match
    each individual with an appropriate survey.
    Develop New and Innovative Internet-Based Survey
    Solutions.  New solutions, such as our media
    testing capabilities, integrate images, sound, video and other
    media directly into our surveys and provide a more interactive
    and engaging process than current methods.
    Provide Faster and Better Service than Traditional Data
    Collection Methods.  Our clients seek suppliers
    that can provide high-quality panels and sample sources and fast
    and accurate bid-turnaround and survey programming, allowing
    them more time to analyze survey data and provide timely,
    quality research for their customers. To achieve this strategy,
    we leverage our automated bidding and panel management
    technology, skilled project management staff and our continuous
    survey programming capability.
    Expand Internationally.  During 2007, we intend
    to further develop our capabilities outside of
    North America and Europe, expanding the size and diversity
    of our Internet panels by adding more panelists in Asia from
    China, Japan and South Korea, and in Australia, Eastern Europe
    and Latin America. To facilitate this panel growth we have
    engaged qualified panel managers at Ciao who are focused on
    combining our proprietary panel management techniques with local
    knowledge to develop more responsive and representative panels
    in their regions. We believe the migration of data collection to
    the Internet in the international market represents a growth
    opportunity.  
    Expand Comparison Shopping.  Our strategies to
    grow our comparison shopping business are as follows:  
    Improve and Enhance Product and Technology.  We
    believe that our comparison shopping product and technology are
    not yet optimized to take full advantage of the market
    opportunity. As we believe that technology and improved user
    experience are critical to our success, we intend to improve and
    enhance our existing product and technology to make our Ciao
    comparison shopping portals more efficient, thereby improving
    our visitors experience, and our users loyalty.
    Increase Number of Categories, Products and
    Offers.  We believe that the traffic to our
    comparison shopping portals would benefit from the display of a
    broader range of consumer product categories, 8




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products and associated offers. We therefore intend to launch a
    number of new categories, enhance existing categories and add
    more products and merchant offers to our online catalog.  
    Expand Geographically.  We believe that our
    service can be further extended to cover additional geographies.
    We are already present with localized shopping portals in
    Germany, France, the United Kingdom, Spain, Italy and the
    Netherlands, and are considering the launch of our service in
    additional countries inside and outside of Europe.
    Increase Online Marketing Efforts.  We believe
    that heightened awareness of our Ciao brand and service would
    lead to additional traffic to our comparison shopping portals.
    Broaden Merchant and Advertiser Base.  We
    believe that the number of merchant and advertising customers
    featured on our shopping portals is related to the conversion
    rate of website visits to paid click-throughs. We therefore
    intend to expand our partnerships with online retailers,
    advertising agencies and direct advertising customers and to
    cement our existing relationships within these customer groups.  Our
    Internet Panels
    Panel
    Acquisition
      Panel
    Management
   9




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
    The registration process takes place before a panel member is
    invited to participate in a survey, so there is no incentive to
    submit anything but accurate information;
    Survey invitations are delivered to respondents according to the
    demographic requirements of a survey and the panel member does
    not know the demographic information used to select them as
    potentially qualifying for the survey;
    Survey takers are only allowed one opportunity to take a survey
    and are not able to change their answers during multiple
    attempts to qualify for the survey; and
    In North America, only one email address is allowed per
    panelist, which prevents establishing multiple accounts for the
    purpose of taking surveys multiple times.  Panel
    Incentives
    Real-Time
    Sampling
    Our
    Products and Services
  Our
    Internet-Based Survey Solutions
    Full-Service
   10




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Product

Description

Representative ApplicationTracking Studies

Studies that are fielded over time
    to determine advertising awareness and brand usage

Automobile manufacturers track
    consumer awareness of their brand to evaluate the effectiveness
    of their media spendingConjoint Studies

Studies that conduct a
    trade-off analysis of features/functionality

Mobile phone carriers use these
    studies to design service plans with features that will attract
    the most consumersConcept Testing

Studies that present product
    concepts to potential consumers

Consumer packaged goods companies
    test a range of new product offering to identify those with the
    most appeal to consumersMedia/Audio Testing

Studies to evaluate the
    persuasiveness and key message recall associated with advertising

Health and beauty care
    manufacturers use these studies to test different versions of a
    new advertising campaign to see which is most likely to result
    in the purchase of their productIn-Home Usage Testing

Studies that ask respondents to
    try new products in their home

Over-the-counter
    remedy manufacturers ask consumers to test their products and
    provide feedback on the InternetOmnibus Studies

Shared-cost studies that enable
    several clients to pool small sets of questions and receive
    feedback within 3 days

All industries take advantage of
    this product to get fast answers to urgent marketing questions   Sample
    Solutions
    Comparison
    Shopping
  e-commerce
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Our
    Customers
      Sales and
    Marketing
    Competition
   12




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e-Rewards,
      Technology
    and Intellectual Property
  backed-up
  Confirmit Surveycenter
    
    Survey Management System
    (SMS).  SMS is an application designed
    to invite or direct survey respondents to appropriate surveys
    based on client specified demographic criteria, track completed
    surveys and completed quota groups within surveys, and manage
    panelist incentives;
    Panel Acquisition and Management System
    (PAM).  PAM is an application designed
    to manage the process by which panelists are recruited,
    registered, profiled and given incentives. PAM integrates the
    process of managing our panel recruiting partners, initiates the
    panel profiling process and updates those profiles as additional
    information is available, and tracks and manages incentives;
    My SurveyCenter (MSC).  MSC allows
    panelists to update and enhance their profiles so that we may
    better target surveys to match their interests. MSC also allows
    us to dynamically display survey 13




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invitations on individualized panelist web pages. These
    individual web pages also allows panelists to view their survey
    and incentive history and request payment; and  
    Decision Support System (DSS).  DSS
    is a data warehouse application that allows our panel managers
    and project directors access to data generated by SMS and PAM,
    enabling them to make decisions regarding production scheduling,
    panel usage and feasibility.    
    employing a geographically distributed multi-site architecture
    of web sites and applications creating separately located and
    redundant
    back-up
    systems, which minimizes the risk of a total shutdown due to a
    denial of service attack targeted at a specific
    location; and
    subscribing to multiple Internet Service Providers and having
    been assigned multiple network blocks or groups of Internet
    addresses within these ISPs, which provides us with flexibility
    in switching between Internet addresses and service providers
    during an attack targeting specific Internet addresses.      
    Search and Navigation.  Our technology allows
    users to find products in our catalog by navigating through
    product categories, filtering by product attributes or searching
    by a keyword-based free-text search. We also provide features to
    compare product details, attributes, and price and review
    information for a specific product. We display and sort product
    data in the search and category navigation based on economic
    relevance metrics calculated by dedicated algorithms.
    Product Catalog and Merchant Offer
    Integration.  Our catalog merchant-facing
    applications allow us to integrate product catalogs from
    third-party data vendors. We apply rule-based algorithms to
    convert and normalize external product data to a standardized
    format and map it to our categories and navigation attributes.
    We also have management applications to maintain and build our
    own product catalogs. We have integrated third-party data
    integration software, which allows us to accelerate the import
    of external product catalogs and also improve the update speed
    and data quality of our catalog.
    Community Platform.  Our community platform
    provides a login area where visitors are able to register and
    write product or store reviews. Our integrated review rating
    mechanism is designed to categorize the quality of reviews and
    helps to maintain relevant and useful consumer information. The
    platform also provides various different extended community
    features like
    tell-a-friend,
    alerting and fraud notification.  ue the registration of our
    trademarks and service marks in the United States and have
    applied for and obtained registrations in the United State Greenfield Greenfield Online Greenfield Greenfield
    Online
 14




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Greenfield Online Greenfield Quote ® SAM ® Stay
    Ahead ® Research
    Revolution ® NetReach ® FieldSource ® OpinionSurveys.com ® Real-Time
    Sampling tm Curizon tm Ciao! tm GoReport tm GoSample tm Greenfield or Greenfield Online OpinionSurveys.com OpinionSurvey.com OpinionSurvey.
  Financial
    Information about Geographic Areas
  Form 10-K.
  Backlog
  costs-per-click
  Employees
    Available
    Information
  Form 10-K, Form 10-Q, Form 8-K
 15




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Item 1A.
    RISK
    FACTORS    We may
    not be successful at implementing our announced strategy to
    separate our Ciao Internet survey solutions and Ciao comparison
    shopping portals into separate legal and operating entities and
    the separation may have unforeseen consequences for the Ciao
    business as a whole and our financial condition may
    suffer.
    
    division and apportionment of intellectual property including
    trademarks and Internet domain names;
    division and apportionment of the intertwined Ciao Internet
    panel member and Ciao shopping member databases;
    division and apportionment of technology including licensed
    and internally developed software, hardware and operating
    systems;
    allocation of personnel to each entity;
    division and apportionment of real estate; and
    potential tax implications that may result from the
    separation of the businesses.        If we
    are unable to maintain the size or demographic composition of
    our Internet panels, our clients may stop using our products and
    services.
     16




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If the
    rate at which our panelists respond to our surveys decreases, we
    may not be able to meet our clients needs.
    
    our email-based survey invitations are not received by our
    panelists due to the use of spam-filtering and blocking software
    by individuals, corporations and Internet service providers;
    our panelists become dissatisfied with the forms of
    participation incentives we offer; or
    our panelists respond less frequently to our surveys, or stop
    responding altogether due to excessive requests for
    participation from us or other researchers.    If the
    rate at which our panelists respond to our surveys decreases, we
    may be required to expend additional funds to retain our
    panelists or provide additional incentives to encourage panelist
    participation.
    We
    derived approximately 39% of our total net revenue from ten
    clients in the twelve months ended December 31, 2006. In
    our reportable segments of North American Internet survey
    solutions, Ciao Internet survey solutions and Ciao comparison
    shopping, we derived approximately 43%, 48% and 62% of net
    revenue from ten clients for the twelve months ended
    December 31, 2006, respectively. If we were to lose, or if
    there were a material reduction in business from these clients,
    our net revenue might decline substantially.
     17




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A
    substantial portion of our comparison shopping portal traffic is
    derived through optimization of search engine results and
    changes in these algorithms may cause our comparison shopping
    revenue to decline.
    A
    substantial portion of our Internet survey solutions data comes
    from individuals who are not members of our panels, but respond
    to our Real-Time
    Samplingtm offers. Should the marketing research industry reject this
    capability, or if its effectiveness declines and costs increase
    we may have inadequate sample supply to meet current demand, and
    may be required to spend more money acquiring sample, and our
    margins may decline.
  tm
  We may
    not be able to successfully compete with other Internet survey
    solutions providers, marketing research firms and other
    potential competitors, which may cause us to lose sales or
    experience lower margins on sales.
  e-Rewards,
     18




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We may
    not be able to successfully compete with other comparison
    shopping portals or other companies that offer alternatives to
    traditional online comparison shopping web sites and other
    potential competitors, which may cause us to lose sales or
    experience lower margins on sales.
        Consolidation
    in the marketing research industry may result in fewer potential
    clients for us and a smaller market in general if companies with
    existing Internet-based panels combine with companies without
    such panels.
    If our
    clients develop their own Internet-based panels, we may lose
    some or all of their business.
    If the
    marketplace significantly slows its migration from traditional
    data collection methods to
    Internet-based
    marketing research data collection, our growth may slow or cease
    altogether.
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If we
    do not keep pace with technological change, we may be unable to
    implement our business strategy successfully.
    If we
    are unable to manage and support our growth effectively, we may
    not be able to execute our business strategy
    successfully.
        If we
    are unable to achieve international growth of our Internet
    panels or to overcome other risks of international operations,
    we may be unable to conduct business on a global
    level.
    
    more restrictive privacy and data protection laws;
    difficulty in recruiting and managing employees in foreign
    countries;
    aversion to U.S. companies or non-domestic companies in
    the regions where we plan to expand; 20




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
    unexpected changes in regulatory requirements;
    export controls relating to encryption technology;
    currency exchange rate fluctuations;
    problems collecting accounts receivable and longer collection
    periods;
    potentially adverse tax consequences;
    political instability; and
    Internet access restrictions.    Currency
    exchange rate fluctuations could lower our revenue and net
    income.
    We
    have significant operations in India that could be limited or
    prohibited by changes in the political or economic stability of
    India or government policies in India or the United
    States.
    Acquisitions
    or investments in other companies may have a negative impact on
    our business and our stock price.
    
    difficulties with the integration and assimilation of the
    acquired business, including maintaining the frequency of survey
    participation of panelists who join our panel through
    acquisitions, and operational inefficiencies resulting from
    operating with multiple and potentially incompatible systems
    until integration is complete;
    diversion of our management teams attention from other
    business concerns;
    availability of favorable acquisition or investment
    financing;
    potential undisclosed liabilities associated with
    acquisitions; 21




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##### Table of Contents




    loss of clients resulting from their desire to diversify
    their online sample data sources as we increase our market share
    by acquiring or investing in complementary businesses;
    loss of key employees of any acquired business; and
    our ability to successfully operate and grow business units
    within the acquired companies that provide products and services
    other than Internet survey solutions.    Our
    success depends on our ability to retain the current members of
    our senior management team and other key
    personnel.
    If we
    fail to continue to attract and retain project management
    professionals and other highly-skilled personnel, we may be
    unable to successfully execute our business
    strategy.
    We do
    not have adequate plans or procedures in place to allow us to
    rapidly rebuild our operational and technical infrastructure in
    case of a catastrophic event.
  denial-of-service
 22




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##### Table of Contents



We may
    be at a competitive disadvantage if we are unable to protect our
    proprietary rights or if we infringe on the proprietary rights
    of others, and related litigation could be time consuming and
    costly.
      We may
    be subject to costly litigation arising out of information
    presented on or collected in connection with our service, and
    the litigation could have a material adverse effect on our
    business if decided adversely.
    Fluctuations
    in our quarterly operating results may cause our stock price to
    decline and limit our stockholders ability to sell our
    common stock in the public market.
   23




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##### Table of Contents




    fluctuations in general economic conditions;
    demand for marketing research products and services
    generally;
    fluctuations in the marketing research budgets of the
    end-users serviced by our marketing research clients;
    the failure of our large clients to win Internet-based
    marketing research projects;
    fluctuations in foreign currency exchange rates;
    lower than expected project win-rates;
    the development of products and services by our
    competitors;
    project cancellations by our clients or changes in project
    completion dates by our clients, effecting the timing of our
    recognition of revenue; and
    changes in search engine algorithms.    quarter-to-quarter quarter-to-quarter
  We
    might have difficulty obtaining additional capital, which could
    prevent us from achieving our business objectives. If we are
    successful in raising additional capital, it may have a dilutive
    effect on our stockholders.
    Government
    regulations could limit our Internet activities or result in
    additional costs of doing business and conducting marketing
    research on the Internet.
   24




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##### Table of Contents



e-commerce. e-commerce
      
    user privacy and expression;
    the rights and safety of children;
    intellectual property;
    information security;
    anti-competitive practices;
    the convergence of offline channels with Internet commerce;
    and
    taxation and pricing.    Item 1B.
    UNRESOLVED
    STAFF COMMENTS   25




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##### Table of Contents



Item 2.
    PROPERTIES      Remaining LeaseObligationAddress/Location

Termination Date

December 31, 200621 & 15 River Road,
    Wilton, Connecticut

November, 2009

$
3,32716501 Ventura Blvd., Ste. 250,
    Encino, California*

July, 2009


504222 Kearney St., Ste. 500,
    San Francisco, California**

September, 2009


628800 Turnpike St., N. Andover,
    Massachusetts

December, 2008


176110 Sheppard Ave., Ste. 200, East
    Toronto, Canada

November, 2010


1,256First Floor Unitech Trade Centre,
    Gurgaon, India***

March, 2007


34Leopoldstraße 236, 80807
    Munich, Germany

October, 2010


1,61218 rue Horace Vernet Issy Les
    Moulineaux, Paris, France

March, 2014


709Strawinskylaan 1127, Amsterdam,
    the Netherlands

April, 2008


72Str. Stefan cel Mare nr. 56,
    Timisoara, Romania

November, 2007


6228/30,
    53-333
    Warsaw, Poland

June, 2008


86201 Miller Street, North Sydney,
    NSW

June, 2007


2011 Maiden Lane, London, UK

December, 2008


263    *
    
    Subleased approximately 48% of the space in October 2006 for the
    remaining lease term. The net payments due under the lease
    approximate 52% of the total amount shown above**
    
    Subleased in March 2006 for the remaining lease term. The
    payments due under the sublease are substantially similar to our
    obligations under the lease.***
    
    During 2007, we extended this lease for an additional three year
    period through March 2010 for annual rental amounts of
    approximately $229,000.  Item 3.
    LEGAL
    PROCEEDINGS    Item 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   26




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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  a) Market
    Information
    High


Low2004Third Quarter (commencing
    July 16, 2004)

$
22.18


$
14.50Fourth Quarter

$
24.10


$
17.282005First Quarter

$
21.79


$
16.11Second Quarter

$
20.19


$
11.55Third Quarter

$
13.90


$
5.44Fourth Quarter

$
5.86


$
4.472006First Quarter

$
7.88


$
5.84Second Quarter

$
7.73


$
5.82Third Quarter

$
11.16


$
6.83Fourth Quarter

$
14.30


$
9.82   b) Holders
    of the Corporations Capital Stock
    c) Dividends
    d) Recent
    Sales of Unregistered Securities
    e) Issuer
    Purchases of Equity Securities
   27




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##### Table of Contents



Item 6.
    SELECTED
    FINANCIAL DATA  SELECTED
    CONSOLIDATED FINANCIAL DATA
  Form 10-K. Form 10-K. Form 10-K.
  Years Ended December 31,2006


2005


2004


2003


2002(In thousands, except per share data)Consolidated Statements of
    Operations Data:Net revenues:Internet survey solutions(1)

$
80,505


$
80,572


$
44,428


$
25,868


$
14,886Comparison shopping(2)


19,837



8,607











Total net revenues


100,342



89,179



44,428



25,868



14,886Cost of revenues


24,086



24,327



11,081



8,884



5,409Gross profit


76,256



64,852



33,347



16,984



9,477Operating expenses:Selling, general and administrative


44,730



40,682



21,454



12,127



10,123Panel acquisition


5,527



3,762



2,448



1,421



713Depreciation and amortization


9,225



6,965



1,292



1,113



1,802Research and development


3,864



2,836



1,002



626



747Impairment and restructuring
    charges


236



91,758











Total operating expenses


63,582



146,003



26,196



15,287



13,385Operating income (loss)


12,674



(81,151
)


7,151



1,697



(3,908
)Total other (expense) income


(201
)


(561
)


(1,022
)


101



945Income (loss) before income taxes


12,473



(81,712
)


6,129



1,798



(2,963
)Provision (benefit) for income
    taxes


4,019



(15,753
)


411



150



(569
)Net income (loss)


8,454



(65,959
)


5,718



1,648



(2,394
)Less: Accretion of
    Series C-2
    redeemable preferred stock dividends














(63
)


Charge to common stockholders for
    Series B convertible preferred stock










(28,054
)






(3,873
)Cumulative dividends on
    Series B convertible preferred stock










(382
)


(673
)


(28
)Income allocable to participating
    preferred securities










(1,564
)


(761
)


Net income (loss) available to
    common stockholders

$
8,454


$
(65,959
)

$
(24,282
)

$
151


$
(6,295
)Net income (loss) per share
    available to common stockholders:Basic

$
0.33


$
(2.72
)

$
(2.70
)

$
0.07


$
(6.42
)Diluted


0.33



(2.72
)


(2.70
)


0.06



(6.42
)Weighted average shares
    outstanding:Basic


25,386



24,217



8,985



2,054



981Diluted


25,698



24,217



8,985



2,347



981   28




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##### Table of Contents



December 31,2006


2005


2004


2003


2002($ in thousands)Consolidated Balance Sheet
    Data:Cash and cash equivalents

$
20,873


$
20,623


$
96,082


$
3,721


$
1,864Investments in marketable
    securities


16,167







17,400







Total assets


179,844



160,860



135,306



11,929



8,724Capital lease obligations:Current portion


25



2,061



1,253



874



895Long-term portion


22



2,032



1,877



705



1,102Debt:Current portion


















1,216Series C-2
    redeemable preferred stock














943



821Series B convertible
    preferred stock














9,114



8,441Total stockholders equity
    (deficit)


149,621



134,493



123,078



(6,327
)


(8,526
)   Years Ended December 31,2006


2005


2004


2003


2002($ in thousands)Other Consolidated Financial
    and Operating Data:Cash provided by operating
    activities

$
23,434


$
23,661


$
5,273


$
4,051


$
697     (1)
    
    Internet survey solutions includes services revenues from the
    collection of survey data for sale to marketing research
    companies for all periods presented. Also included in 2002 are
    $470,000 in revenues from our custom research line of business
    that we sold to Taylor Nelson Sofres Operations, Inc. in January
    2002.(2)
    
    Comparison shopping includes revenues in 2005 and 2006 from this
    business segment, which was acquired as part of the Ciao
    acquisition in April 2005. 29




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##### Table of Contents



Item 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  The following discussion and analysis of our financial
    condition and results of operations should be read in
    conjunction with our Consolidated Financial Statements and
    related notes starting on page 55 of this Annual Report on
    Form 10-K.
    This discussion contains forward-looking statements that involve
    risks and uncertainties. Our actual results could differ
    materially from those anticipated in these forward-looking
    statements as a result of certain factors, including those
    discussed in Risk Factors in Item 1A in
    Section I. See Safe Harbor Statement on
    page 1 of this Annual Report on
    Form 10-K.
  Segment
    Information
  Form 10-K.
  Overview
    
    Internet Survey Solutions:  Through our
    Greenfield Online and Ciao segments we collect, organize and
    sell consumer opinions in the form of survey responses to
    marketing research companies and end-users on a global basis.
    Comparison Shopping:  Through our Ciao
    comparison shopping portals we gather unique and valuable
    user-generated content in the form of product and merchant
    reviews. Visitors to our Ciao portals use these reviews to help
    make purchasing decisions and we derive revenue from this
    Internet traffic via
    e-commerce,
    merchant referrals, click-throughs, and advertising sales.  Key
    Historical Events that Impact Our Business
   30




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##### Table of Contents



U.S.-based
  around-the-clock
  Series C-2 Series C-1 one-for-14
     31




---



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32




---



##### Table of Contents



Explanation
    of Key Financial Statement Captions
  Net
    Revenues
    
    Full Service  we program our clients
    surveys, host them on our website infrastructure, invite our
    panelists to take the surveys and deliver the compiled data to
    our clients for their analysis and presentation to their clients.
    Sample Solutions  clients that have their own
    programming capabilities, but have limited or no access to
    survey respondents, can purchase controlled access to our
    Internet panels and
    Real-Timetm
    Sampling capability.  e-commerce
 33




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##### Table of Contents



cost-per-click-through
  Cost
    of Revenues
    
    Project Personnel  Project personnel have
    three distinct roles: project management, survey programming and
    data processing. We maintain project personnel in the United
    States, Europe, Canada and India. Labor costs are specifically
    allocated to each project. We utilize a timekeeping system in
    which project personnel maintain estimates of time incurred for
    each specific project. Project personnel are paid quarterly
    bonuses based upon service quality, achievement of revenue goals
    associated with clients.
    Panelist Incentives  Our panelists receive
    cash and non-cash incentives for participating in our surveys.
    We maintain an incentive account for each member of our Internet
    panels. Our panelists accrue incentives based upon a member
    qualifying for and completing a survey within a predetermined
    timeframe. The panel member may request and receive payment of
    his or her incentives at any point in time prior to expiration.
    In prior periods, incentives awarded would generally expire one
    year after a panelist becomes inactive as outlined in the terms
    and conditions available on our panelist website. In February
    2006, in our North American Internet survey solutions segment,
    we reduced the expiration threshold for panelists
    incentives from one year to six months of inactivity.
    Data Processing  We perform the majority of
    the processing of survey data with our own professionals.
    Occasionally, we outsource certain data processing functions to
    third-party suppliers.
    Outside Sample  We supplement our sample with
    survey responses from individuals who are not members of our
    Internet panels. These situations occur where our Internet
    panels cannot meet customer demands because of timing, capacity
    or demographic constraints; or when we are asked to supply
    survey responses in markets in which we do not have panelists,
    typically certain international geographic sectors.
    Real-Time Sampling  To supplement our North
    American Internet-based panels, we have developed and
    implemented our Real-Time Sampling capability. Real-Time
    Sampling allows us to present an offer to take surveys to
    visitors at hundreds of websites, and if a visitor accepts this
    offer, he or she is then directed to proprietary software and
    screening techniques to match that individual to a survey
    project for which they are likely to qualify. Real-Time Sampling
    broadens our potential pool of survey takers beyond our Internet
    panelists, allowing us to reach individuals who may not want to
    join a panel, but are willing at certain points in time to share
    their opinions about topics that are relevant and important to
    them.
    Other Direct Costs  Other direct costs may
    include the following: (i) fees paid to a third party for
    healthcare-related sample data retrieved from a panel of
    healthcare professionals developed by this third-party and
    (ii) in prior year periods, fees paid to Microsoft
    Corporation (Microsoft) for surveys completed and
    sold using data from panelists we have obtained through the
    Microsoft Network (MSN). For the year ended
    December 31, 2006, we included stock-based compensation
    charges as a result of the adoption of SFAS 123(R) on
    January 1, 2006. Also included in other direct costs for
    years prior to 2006 is the amortization associated with the
    previously recorded unearned stock-based 34




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##### Table of Contents



compensation charges, which are amortized over the service
    period for options granted to project personnel.  
    Amortization of Internal Use Software  We
    include in cost of revenues amortization of capitalized software
    costs related to survey production.  Selling,
    General and Administrative Expenses
    Panel
    Acquisition Expenses
    Research
    and Development Expenses
    Form 10-K,
  Impairment
    and Restructuring Charges
  Form 10-K. Form 10-K.
 35




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##### Table of Contents



Related
    Party Interest Expense, Net
  (i) paid-in-kind Series C-2 Series C-2
  Provision
    (Benefit) for Income Taxes
    Critical
    Accounting Policies and Estimates
      Revenue Recognition.
  e-commerce cost-per-click-through
 36




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##### Table of Contents



Accounts Receivable Allowances.
  Panelist Incentives.
  Panel Acquisition.
  Stock-Based
    Compensation.
  Share-Based Payment, 25
    Accounting for Stock Issued to Employees
   37




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##### Table of Contents



Transition Election
    Related to Accounting for Tax Effects of Share-Based Payment
    Awards,
    Income Taxes.
 38




---



##### Table of Contents



Net Income (Loss) Per Share. in-the-money Series C-1 in-the-money
  Goodwill and Other Intangible Assets.
  Long-lived Assets. Long-Lived
 39




---



##### Table of Contents



Restructuring.
  Translation of foreign currencies.
  Results
    of Operations
  Year
    Ended December 31, 2006 Versus Year Ended December 31,
    2005
  Consolidated
    Results
    2006


%


2005


%($ in thousands)Net revenues

$
100,342



100.0
%

$
89,179



100.0
%Cost of revenues


24,086



24.0



24,327



27.3Gross profit


76,256



76.0



64,852



72.7Operating expenses:Selling, general and administrative


44,730



44.6



40,682



45.6Panel acquisition


5,527



5.5



3,762



4.2Depreciation and amortization


9,225



9.2



6,965



7.8Research and development


3,864



3.9



2,836



3.2Impairment and restructuring
    charges


236



0.2



91,758



102.9Total operating expenses


63,582



63.4



146,003



163.7Operating income (loss)


12,674



12.6



(81,151
)


(91.0
)Other income (expense):Interest income (expense), net


109



0.1



(507
)


(0.6
)Other expense, net


(310
)


(0.3
)


(54
)


(0.0
)Total other expense, net


(201
)


(0.2
)


(561
)


(0.6
)Income (loss) before income taxes


12,473



12.4



(81,712
)


(91.6
)Provision (benefit) for income
    taxes


4,019



4.0



(15,753
)


(17.7
)Net income (loss)

$
8,454



8.4
%

$
(65,959
)


(73.9
)%   Net Revenues.
 40




---



##### Table of Contents



Gross Profit.
  business-to-business,
  Selling, General and Administrative.
         41




---



##### Table of Contents



Panel Acquisition.
    Depreciation and Amortization.
  Research and Development.
 42




---



##### Table of Contents



Impairment and Restructuring Charges.
    Interest Income (Expense), Net.
  Other Expense, Net.
  Provision (Benefit) for Income Taxes.
   43




---



##### Table of Contents



Net Income (Loss).
  North
    American Segment Results
    2006


%


2005


%($ in thousands)Net revenues

$
61,348



100.0
%

$
64,505



100.0
%Segment operating income


13,931



22.7



17,135



26.7   Net Revenues.
        Segment Operating Income.
     44




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##### Table of Contents



Ciao
    Internet Survey Solutions Segment Results
    2006


%


2005


%($ in thousands)Net revenues

$
28,127



100.0
%

$
20,320



100.0
%Segment operating income


10,035



35.7



7,972



39.2   Net Revenues.
  Segment Operating Income.
  Ciao
    Comparison Shopping Segment Results
    2006


%


2005


%($ in thousands)Net revenues

$
19,837



100.0
%

$
8,607



100.0
%Segment operating income


11,406



57.5



4,565



53.0   Net Revenues. e-commerce e-commerce
 45




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##### Table of Contents



Segment Operating Income.
  Year
    Ended December 31, 2005 Versus Year Ended December 31,
    2004
  Consolidated
    Results
    2005


%


2004


%($ in thousands)Net revenues

$
89,179



100.0
%

$
44,428



100.0
%Cost of revenues


24,327



27.3



11,081



24.9Gross profit


64,852



72.7



33,347



75.1Operating expenses:Selling, general and administrative


40,682



45.6



21,454



48.3Panel acquisition


3,762



4.2



2,448



5.5Depreciation and amortization


6,965



7.8



1,292



2.9Research and development


2,836



3.2



1,002



2.3Impairment and restructuring
    charges


91,758



102.9







Total operating expenses


146,003



163.7



26,196



59.0Operating (loss) income


(81,151
)


(91.0
)


7,151



16.1Other (expense) income:Interest (expense) income, net


(507
)


(0.6
)


123



0.3Related party interest expense, net










(1,093
)


(2.5
)Other expense, net


(54
)


(0.0
)


(52
)


(0.1
)Total other expense, net


(561
)


(0.6
)


(1,022
)


(2.3
)(Loss) income before income taxes


(81,712
)


(91.6
)


6,129



13.8(Benefit) provision for income
    taxes


(15,753
)


(17.7
)


411



0.9Net (loss) income

$
(65,959
)


(73.9
)%

$
5,718



12.9
%   Net Revenues.
  Gross Profit.
 46




---



##### Table of Contents



Selling, General and Administrative.
         47




---



##### Table of Contents



Panel Acquisition.
  Depreciation and Amortization.
  Research and Development.
  Impairment and Restructuring Charges.
    Interest (Expense) Income, Net.
  
    The increase in net interest expense associated with borrowings
    under a credit facility, predominantly used to help finance the
    Ciao acquisition; and 48




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##### Table of Contents




    The decrease in net interest income resulting from lower cash
    balances in interest bearing instruments in 2005 versus 2004 due
    to our use of the proceeds of our 2004 public offerings in order
    to acquire Rapidata, goZing and Ciao.  Related Party Interest Expense, Net. Series C-2 (Series C-2
  Other Expense, Net.
  (Benefit)Provision for Income Taxes.
  Net (Loss) Income.
 49




---



##### Table of Contents



North
    American Segment Results
    2005


%


2004


%($ in thousands)Net revenues

$
64,505



100.0
%

$
44,428



100.0
%Segment operating income


17,135



26.7



13,883



31.2   Net Revenues.
  Segment Operating Income.
  
    Selling, general and administrative expenses of
    $5.1 million or 30.3%; and
    Research and development expense of $1.0 million or 96.4%.  Ciao
    Internet Survey Solutions Segment Results
    2005


%($ in thousands)Net revenues

$
20,320



100.0
%Segment operating income


7,972



39.2   Net Revenues.
  Segment Operating Income.
  Ciao
    Comparison Shopping Segment Results
   50




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##### Table of Contents



2005


%($ in thousands)Net revenues

$
8,607



100.0
%Segment operating income


4,565



53.0   Net Revenues.
  Segment Operating Income.
  Liquidity
    and Capital Resources
  Series C-2
  Years Ended December 31,2006


2005


2004($ in thousands)Net cash provided by operating
    activities

$
23,434


$
23,661


$
5,273Net cash used in investing
    activities


(19,767
)


(101,708
)


(22,961
)Net cash provided by provided by
    financing activities


(3,844
)


2,935



110,047   Operating
    Activities
   51




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##### Table of Contents



Investing
    Activities
    Financing
    Activities
             52




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##### Table of Contents



Contractual
    Cash Obligations and Other Commercial Commitments and
    Contingencies
    Total at


Years Ended December 31,December 31,

















2012 and2006


2007


2008


2009


2010


2011


Thereafter($ in thousands)Contractual obligations:Capital lease obligations

$
47


$
25


$
14


$
8


$



$



$
Non-cancelable operating lease
    obligations


8,204



2,760



2,439



1,939



748



98



220Management change commitments*


319



319



















Other long-term liabilities


12



6



6















Total contractual cash obligations

$
8,582


$
3,110


$
2,459


$
1,947


$
748


$
98


$
220     *
    
    These management change commitments are a result of our
    management change in 2005 as described in Note 18 to the
    Consolidated Financial Statements included in this Annual Report
    on
    Form 10-K.    Impact of
    Inflation
    Recently
    Issued Accounting Pronouncements
   53




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Item 7A.
    QUALITATIVE
    AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK    Interest
    Rate and Debt Sensitivity
      Currency
    Exchange Rate Sensitivity
     54




---



##### Table of Contents



Item 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PageGreenfield Online, Inc.
    Consolidated Financial StatementsReport of
    Independent Registered Public Accounting Firm


56Consolidated
    Balance Sheets at December 31, 2006 and 2005


58Consolidated
    Statements of Operations for the years ended December 31,
    2006, 2005 and 2004


59Consolidated
    Statements of Changes in Convertible Preferred Stock and
    Stockholders Equity (Deficit) for the years ended
    December 31, 2006, 2005 and 2004


60Consolidated
    Statements of Cash Flows for the years ended December 31,
    2006, 2005 and 2004


63Notes to
    Consolidated Financial Statements


64  55




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM      Consolidated
    financial statements
      Internal
    control over financial reporting
  Internal Control  Integrated
    Framework Internal Control  Integrated
    Framework
   56




---



##### Table of Contents



57




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  CONSOLIDATED BALANCE SHEETS
  December 31,2006


2005(In thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents

$
20,873


$
20,623Investments in marketable
    securities


16,167



Accounts receivable trade, net
    (net of allowances of $1,875 and $1,448 at December 31,
    2006 and 2005, respectively)


23,485



18,197Prepaid expenses and other current
    assets


1,550



1,613Deferred tax assets, current


4,905



1,932Total current assets


66,980



42,365Property and equipment, net


6,447



9,660Other intangible assets, net


17,644



20,077Goodwill


70,149



67,442Deferred tax assets, long-term


17,740



20,068Security deposits and other
    long-term assets


884



1,248Total assets

$
179,844


$
160,860LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
4,283


$
3,264Accrued expenses and other current
    liabilities


15,141



14,576Income taxes payable


6,765



3,990Current portion of capital lease
    obligations


25



2,061Deferred revenue


440



388Total current liabilities


26,654



24,279Capital lease obligations,
    long-term


22



2,032Deferred tax liabilities, long-term


3,457



Other long-term liabilities


90



56Total liabilities


30,223



26,367Commitments and contingencies
    (Note 17)Stockholders equity:Common stock; par value
    $0.0001 per share; 100,000,000 shares authorized;
    25,490,221 and 25,303,088 shares issued and outstanding at
    December 31, 2006 and 2005, respectively


3



3Additional paid-in capital


290,459



288,707Accumulated deficit


(136,176
)


(144,630
)Unearned stock-based compensation






(1,284
)Accumulated other comprehensive
    loss


(4,534
)


(8,172
)Treasury stock, at cost Common
    stock  9,643 shares


(131
)


(131
)Total stockholders equity


149,621



134,493Total liabilities and
    stockholders equity

$
179,844


$
160,860    58




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##### Table of Contents



GREENFIELD
    ONLINE, INC.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Years Ended December 31,2006


2005


2004(In thousands, except per share data)Net revenues

$
100,342


$
89,179


$
44,428Cost of revenues


24,086



24,327



11,081Gross profit


76,256



64,852



33,347Operating expenses:Selling, general and administrative


44,730



40,682



21,454Panel acquisition


5,527



3,762



2,448Depreciation and amortization


9,225



6,965



1,292Research and development


3,864



2,836



1,002Impairment and restructuring
    charges


236



91,758



Total operating expenses


63,582



146,003



26,196Operating income (loss)


12,674



(81,151
)


7,151Other income (expense):Interest income (expense), net


109



(507
)


123Related party interest expense, net










(1,093
)Other, net


(310
)


(54
)


(52
)Total other, net


(201
)


(561
)


(1,022
)Income (loss) before income taxes


12,473



(81,712
)


6,129Provision (benefit) for income
    taxes


4,019



(15,753
)


411Net income (loss)


8,454



(65,959
)


5,718Less: Charge to common
    stockholders for Series B convertible preferred stock










(28,054
)Cumulative dividends on
    Series B convertible preferred stock










(382
)Income allocable to participating
    preferred securities










(1,564
)Net income (loss) available to
    common stockholders

$
8,454


$
(65,959
)

$
(24,282
)Net income (loss) per share
    available to common stockholders:Basic

$
0.33


$
(2.72
)

$
(2.70
)Diluted

$
0.33


$
(2.72
)

$
(2.70
)Weighted average shares
    outstanding:Basic


25,386



24,217



8,985Diluted


25,698



24,217



8,985    59




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##### Table of Contents



GREENFIELD
    ONLINE, INC.
  CONSOLIDATED
    STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK
 AND
    STOCKHOLDERS EQUITY (DEFICIT)
  Series A


Series C-1Convertible


ConvertiblePreferred Stock


Preferred Stock


Common StockShares


Amount


Shares


Amount


Shares


Amount(In thousands)Balance at December 31, 2003


40,875


$
4



74,627


$
7



2,054


$
Year ended December 31, 2004:Net income for the yearRepossession of shares in payment
    of note receivable from officer


(58
)














(5
)Conversion of preferred shares into
    common at the initial public offering


(40,817
)


(4
)


(74,627
)


(7
)


10,422



2Issuance of shares pursuant to the
    initial public offering


















4,000Issuance of shares pursuant to the
    follow-on public offering


















4,500Exercise of stock options


















30Cumulative dividends on
    Series B convertible preferred stockStock option forfeituresAmortization of unearned
    stock-based compensationBalance at December 31, 2004


















21,001



2Year ended December 31, 2005:Net loss for the yearIssuance of shares related to
    Employee Stock Purchase Plan


















12



Exercise of warrants


















17



Shares purchased by executive
    officers of Rapidata.net


















32



Shares purchased by executive
    officers of Zing Wireless


















196



Shares issued in conjunction with
    acquisition of Ciao


















3,947



1Exercise of stock options


















98



Stock option forfeituresTranslation adjustments, net of
    related income tax effectsComprehensive lossAdjustment to fees related to stock
    issuanceContribution to capitalTax adjustment for stock-based
    compensationAmortization of unearned
    stock-based compensationBalance at December 31, 2005


















25,303



3Year ended December 31, 2006:Net income for the yearAdoption of SFAS 123(R)Issuance of shares related to
    Employee Stock Purchase Plan


















25



Exercise of stock options


















162



Stock-based compensationUnrealized gain on
    available-for-sale
    securities, net of related income tax effectsTranslation adjustments, net of
    related income tax effectsComprehensive incomeBalance at December 31, 2006





$







$




25,490


$
3    60




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##### Table of Contents



GREENFIELD
    ONLINE, INC.
  CONSOLIDATED
    STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK
 AND
    STOCKHOLDERS EQUITY (DEFICIT) 
    (Continued)
  Additional


Treasury StockPaid-In


Series A Preferred


Common StockCapital


Shares


Amount


Shares


Amount(In thousands)Balance at December 31, 2003

$
82,440






$







$
Year ended December 31, 2004:Net income for the yearRepossession of shares in payment
    of note receivable from officer


(38
)


58



(56
)


5



(75
)Conversion of preferred shares
    into common at the initial public offering


9



(58
)


56



4



(56
)Issuance of shares pursuant to the
    initial public offering


46,310Issuance of shares pursuant to the
    follow-on public offering


76,427Exercise of stock options


25Cumulative dividends on
    Series B convertible preferred stock


(382
)Stock option forfeitures


(156
)Amortization of unearned
    stock-based compensationBalance at December 31, 2004


204,635











9



(131
)Year ended December 31, 2005:Net loss for the yearIssuance of shares related to
    Employee Stock Purchase Plan


149Exercise of warrantsShares purchased by executive
    officers of Rapidata.net


600Shares purchased by executive
    officers of Zing Wireless


3,600Shares issued in conjunction with
    acquisition of Ciao


79,697Exercise of stock options


244Stock option forfeitures


(601
)Translation adjustments, net of
    related income tax effectsComprehensive lossAdjustment to fees related to
    stock issuance


155Contribution to capital


27Tax adjustment for stock-based
    compensation


201Amortization of unearned
    stock-based compensationBalance at December 31, 2005


288,707











9



(131
)Year ended December 31, 2006:Net income for the yearAdoption of SFAS 123(R)


(1,284
)Issuance of shares related to
    Employee Stock Purchase Plan


125Exercise of stock options


387Stock-based compensation


2,524Unrealized gain on
    available-for-sale
    securities, net of related income tax effectsTranslation adjustments, net of
    related income tax effectsComprehensive incomeBalance at December 31, 2006

$
290,459






$




9


$
(131
)    61




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##### Table of Contents



GREENFIELD
    ONLINE, INC.
  CONSOLIDATED
    STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK
 AND
    STOCKHOLDERS EQUITY (DEFICIT) 
    (Continued)
  Note








Accumulated


TotalReceivable


Unearned





Other


StockholdersFrom


Stock Based


Accumulated


Comprehensive


Equity


ComprehensiveOfficer


Compensation


Deficit


Loss


(Deficit)


Income (Loss)(In thousands)Balance at December 31, 2003

$
(131
)

$
(4,258
)

$
(84,389
)

$



$
(6,327
)Year ended December 31, 2004:Net income for the year










5,718







5,718


$
5,718Repossession of shares in payment
    of note receivable from officer


131















(38
)


Conversion of preferred shares into
    common at the initial public offering






















Issuance of shares pursuant to the
    initial public offering


















46,310



Issuance of shares pursuant to the
    follow-on public offering


















76,427



Exercise of stock options


















25



Cumulative dividends on
    Series B convertible preferred stock


















(382
)


Stock option forfeitures






156















Comprehensive income





















$
5,718Amortization of unearned
    stock-based compensation






1,345











1,345Balance at December 31, 2004






(2,757
)


(78,671
)






123,078Year ended December 31, 2005:Net loss for the year










(65,959
)






(65,959
)

$
(65,959
)Issuance of shares related to
    Employee Stock Purchase Plan


















149



Exercise of warrants






















Shares purchased by executive
    officers of Rapidata.net


















600



Shares purchased by executive
    officers of Zing Wireless


















3,600



Shares issued in conjunction with
    acquisition of Ciao


















79,698



Exercise of stock options


















244



Stock option forfeitures






601















Translation adjustments, net of
    related income tax effects














(8,172
)


(8,172
)


(8,172
)Comprehensive loss





















$
(74,131
)Adjustment to fees related to stock
    issuance


















155Contribution to capital


















27Tax adjustment for stock-based
    compensation


















201Amortization of unearned
    stock-based compensation






872











872Balance at December 31, 2005






(1,284
)


(144,630
)


(8,172
)


134,493Year ended December 31, 2006:Net income for the year










8,454







8,454


$
8,454Adoption of SFAS 123(R)






1,284











Issuance of shares related to
    Employee Stock Purchase Plan


















125



Exercise of stock options


















387



Stock-based compensation


















2,524



Unrealized gain on
    available-for-sale
    securities, net of related income tax effects














165



165



165Translation adjustments, net of
    related income tax effects














3,473



3,473



3,473Comprehensive income





















$
12,092Balance at December 31, 2006

$



$



$
(136,176
)

$
(4,534
)

$
149,621    62




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##### Table of Contents



GREENFIELD
    ONLINE, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Years Ended December 31,2006


2005


2004(In thousands)Cash flows from operating
    activities:Net income (loss)

$
8,454


$
(65,959
)

$
5,718Adjustments to reconcile net income
    (loss) to net cash provided by operating activities:Deferred income tax provision
    (benefit)


147



(18,392
)


Depreciation and amortization


12,180



9,347



1,845Amortization of contract asset










17Stock-based compensation


2,524



872



1,345Non-cash interest expense










1,093Management change costs






1,037



Restructuring charges


236



379



Impairment of goodwill and other
    intangible assets






91,379



Loss (gain) on disposal of property
    and equipment


73



55



(2
)Provision for doubtful accounts


59



575



125Changes in assets and liabilities,
    net:Accounts receivable


(4,215
)


(350
)


(6,425
)Deferred project costs


288



(286
)


(23
)Other current assets


(122
)


443



(605
)Security deposits


514



(242
)


(136
)Other assets


(36
)


(35
)


(60
)Accounts payable


929



(805
)


1,303Accrued expenses and other current
    liabilities


1,071



3,919



1,191Payments of management change
    accrual


(435
)


(124
)


Payments of restructuring charges


(583
)


(32
)


Income taxes payable


2,299



1,755



56Deferred project revenues


51



125



(169
)Net cash provided by operating
    activities


23,434



23,661



5,273Cash flows from investing
    activities:Purchases of marketable securities


(20,569
)


(8,249
)


(31,900
)Sales of marketable securities


5,695



25,649



14,500Proceeds from sale of property and
    equipment


30



11



32Purchases of businesses, net of
    cash acquired






(113,645
)


(3,189
)Additions to property and equipment
    and intangibles


(4,923
)


(5,474
)


(2,404
)Net cash used in investing
    activities


(19,767
)


(101,708
)


(22,961
)Cash flows from financing
    activities:Proceeds from borrowings under
    credit facility






18,848



1,000Repayments under credit facility






(18,848
)


(1,000
)(Decrease) increase in other
    long-term liabilities


(49
)


(65
)


26Proceeds of options exercised


387



244



24Proceeds of employee stock purchase
    plan


127



151



65Contribution to capital






27



Net proceeds from issuance of
    common stock in connection with business acquisitions






4,200



Net proceeds from initial public
    offering










46,310Net proceeds from follow-on public
    offering










76,427Payment of
    Series C-2
    Preferred Stock liquidation preference










(2,052
)Payment of Series B dividend
    liquidation preference










(9,496
)Principal payments under capital
    lease obligations


(4,309
)


(1,622
)


(1,257
)Net cash (used in) provided by
    financing activities


(3,844
)


2,935



110,047Effect of exchange rate changes


427



(347
)


2Net increase (decrease) in cash and
    cash equivalents


250



(75,459
)


92,361Cash and cash equivalents at
    beginning of the period


20,623



96,082



3,721Cash and cash equivalents at end of
    the period

$
20,873


$
20,623


$
96,082Supplemental disclosures of cash
    flow information:Cash paid during the period for:Interest

$
427


$
1,574


$
288Income taxes


1,572



866



356Supplemental Schedule of
    Non-cash Investing and Financing Activities:Purchase of equipment and internal
    use software financed through capital lease obligations

$
263


$
2,385


$
2,808Repossession of shares in payment
    of note receivable from officer










169Issuance of Common Stock for
    business acquisition






79,697



Cumulative dividends on
    Series B convertible preferred stock










382    63




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Note 1 
    Organization of Business, Nature of Business and Basis of
    Presentation:
    Organization
    and Basis of Presentation
  Nature
    of Business
    Internet
    Survey Solutions
  tm
  Comparison
    Shopping
  in-language e-commerce e-commerce
  Segment
    Information
   64




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Basis
    of Consolidation
    Reclassifications
    Expansion
    Reverse
    Stock Split and Initial Public Offering
  one-for-14 Series C-2 (Series C-2 Series C-1 (Series C-1 one-for-14
 65




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Follow-on
    Public Offering
    Liquidity,
    Capital Resources and Related Risks
      Note 2 
    Summary of Significant Accounting Policies:
    Revenue Recognition.
  e-commerce cost-per-click-through
 66




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Cost of Revenues.
  Cash and Cash Equivalents.
  Investments in Marketable Securities. available-for-sale
  Translation of Foreign Currencies.
  Concentration of Credit Risk.
 67




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Accounts Receivable Allowances.
  Property and Equipment.
  Goodwill and Other Intangible Assets.
   68




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Long-lived Assets.
  Restructuring.
  Software Costs. 98-1, Accounting for the Costs of Computer Software Developed
    or Obtained for Internal Use (SOP 98-1)
    Income Taxes.
 69




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value of Financial Instruments.
  Panelist Incentives.
  Panel Acquisition.
  Research and Development. sub-contractors
  Stock-Based Compensation. Share-Based
    Payment,
 70




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  25
    Accounting for Stock Issued to Employees
      Transition Election
    Related to Accounting for Tax Effects of Share-Based Payment
    Awards,
  Use of Estimates.
 71




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Recently
    Issued Accounting Standards
  Accounting for Certain Hybrid Financial
    Instruments.
  Accounting for Servicing of Financial
    Instruments.
  Accounting for Uncertainty in Income Taxes.
  Fair Value Measurements.
 72




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans.
  Fair Value Option for Financial Assets and Financial
    Liabilities.
  Error Corrections.
  Note 3 
    Earnings per Share:
  Net Income (Loss) per Share. in-the-money Series C-1 in-the-money
 73




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2006


2005


2004Weighted average number of common
    and potential common shares outstanding:Basic number of common shares
    outstanding


25,386



24,217



8,985Dilutive effect of stock option
    grants


312







Diluted number of common and
    potential common shares outstanding


25,698



24,217



8,985   Note 4 
    Accumulated Other Comprehensive Income (Loss):
    December 31,


December 31,2006


2005Cumulative translation adjustment

$
(4,699
)

$
(8,172
)Unrealized gain on
    available-for-sale
    securities, net of deferred taxes of $114 at December 31,
    2006


165



Total accumulated other
    comprehensive loss

$
(4,534
)

$
(8,172
)   Note 5 
    Prepaid Expenses and Other Current Assets:
    December 31,2006


2005Prepaid maintenance and license
    contracts

$
273


$
316Prepaid expenses


422



254Prepaid insurance


461



488Deferred project costs


97



378Prepaid taxes


168



136Other


129



41$
1,550


$
1,613  74




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 6 
    Property and Equipment, net:
    EstimatedUseful


December 31,Life-Years


2006


2005Computer and data processing
    equipment


2-4


$
14,070


$
14,730Leasehold improvements


2-5
*


1,872



1,838Furniture and fixtures


7-8



2,595



2,382Telephone system


4-5



1,121



1,121Automobile(s)


4



43



9919,701



20,170Less: Accumulated depreciation






(13,254
)


(10,510
)Property and equipment, net





$
6,447


$
9,660     *
    
    Lesser of the estimated life of the asset or the life of the
    underlying lease.        December 31,2006


2005Computer and data processing
    equipment

$
50


$
4,717Leasehold improvements






28Furniture and fixtures






1,374Telephone system






975Automobile






5850



7,152Accumulated depreciation


(38
)


(3,112
)Assets under capital leases, net

$
12


$
4,040  75




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 7 
    Goodwill and Other Intangible Assets:
  Goodwill
      EuropeNorth America


Ciao- Internet


Ciao-Ciao


Survey


ComparisonGoodwill

Rapidata


goZing


Intl


Solutions


Shopping


TotalBalance as of December 31,
    2004

$



$



$



$



$



$
Goodwill associated with
    acquisitions*


5,050



25,749







101,348



34,463



166,610Goodwill impairment














(89,846
)






(89,846
)Foreign currency translation
    adjustment














(1,392
)


(7,930
)


(9,322
)Balance as of December 31,
    2005


5,050



25,749







10,110



26,533



67,442Goodwill adjustment**














(1,493
)






(1,493
)Goodwill transfer***










354



(354
)






Foreign currency translation
    adjustment














1,187



3,013



4,200Balance as of December 31,
    2006

$
5,050


$
25,749


$
354


$
9,450


$
29,546


$
70,149     *
    
    Goodwill associated with the Rapidata, goZing and Ciao
    acquisitions has been adjusted by $85,000, $430,000 and
    $814,000, respectively, since their respective acquisition dates
    through December 31, 2005 as a result of certain
    post-closing adjustments of the net assets acquired. The
    goodwill associated with Rapidata and goZing are included in our
    North American operating segment, while the Ciao goodwill 76




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (except for the $354,000 transferred to our North American
    segment as described below) was previously included in our
    European operating segment and has been allocated between our
    Ciao Internet survey solutions and comparison shopping segments
    (see Note 8).**
    
    Goodwill associated with the Ciao acquisition has been adjusted
    by $113,000 to reflect the reversal of certain purchase
    accounting reserves not utilized within the twelve month period
    following the Ciao acquisition, and $1.4 million to reflect
    the release of a portion of our previously recorded valuation
    allowance against certain foreign deferred tax assets associated
    with NOLs acquired as a result of our Ciao acquisition.***
    
    During 2006, Greenfield Online purchased, and Ciao sold, all of
    the stock of Ciao International, Inc., the Ciao subsidiary
    operating its Internet survey solutions business in the United
    States. As part of this intercompany transaction, Greenfield
    acquired, among other things, the goodwill associated with Ciao
    International, Inc., of approximately $354,000.  Other
    Intangible Assets
    As of December 31, 2006


As of December 31, 2005Estimated


Gross








GrossUseful


Carrying


Accumulated


Net


Carrying


Accumulated


NetLife-Years


Cost


Amortization


Amount


Cost


Amortization


AmountInternal use software


2-3


$
5,521


$
2,117


$
3,404


$
3,321


$
1,777


$
1,544Other software acquired


0.42



159



159







159



159



Panel members*


3-4



6,819



3,399



3,420



6,674



1,558



5,116Backlog


0.25



447



447







419



419



Affiliate network


3



347



217



130



347



87



260Customer relationships


5



7,694



2,761



4,933



7,015



1,142



5,873Non-competition agreements


2.75-3



2,578



1,652



926



2,371



712



1,659Domain names and service marks


5-10



7,242



2,411



4,831



6,545



920



5,625Other intangible assets, net





$
30,807


$
13,163


$
17,644


$
26,851


$
6,774


$
20,077     *
    
    During the fourth quarter of 2005, we reduced the estimated
    useful lives of our acquired panelists from
    4-8 years
    to 3-4 years. We reduced the useful lives based on the
    accumulation of additional experience with regard to the
    duration that, on average, a panel member will continue to
    participate in surveys.     77




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##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Amount2007

$
8,0122008

$
5,5212009

$
3,0402010

$
8712011

$
52  78




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2006


2005Internal use software

$



$
69Accumulated amortization






(39
)Assets under capital leases, net

$



$
30   Note 8 
    Acquisitions of Businesses:
  OpinionSurveys
    Acquisition
    Rapidata.net
    Acquisition
  Form 10-K
  Zing
    Wireless Acquisition
   79




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Ciao
    Acquisition
     80




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    North America


EuropegoZing


CiaoFebruary 8,


April 6,2005


2005Cash

$
833


$
1,775Trade receivables


2,330



5,602Other current assets


91



647Property and equipment


276



1,561Other intangible assets


4,549



18,194Deferred tax asset






7,439Goodwill*


25,749



134,319Total assets acquired


33,828



169,537Accounts payable


(712
)


(535
)Accrued expenses


(1,024
)


(1,844
)Current taxes payable






(2,032
)Other current liabilities


(31
)


(1,041
)Deferred tax liability






(6,103
)Long term liabilities


(78
)


Net assets acquired

$
31,983


$
157,982     *
    
    Goodwill is not deductible for income tax purposes. Goodwill has
    been adjusted to reflect the reversal of approximately $113,000
    of certain purchase accounting reserves not utilized within the
    twelve month period following the Ciao acquisition and the
    release of a portion of our valuation allowance of approximately
    $1.4 million previously recorded against certain foreign
    deferred tax assets acquired as a result of our Ciao acquisition.    Estimated


goZing


Estimated


CiaoUseful


February 8,


Useful


April 6,Life-Years


2005


Life-Years


2005Acquired software


0.42


$
159






$
Panel members*


5.0



2,369



4.0



1,565Domain names and service marks


10.0



116



5.0



6,542Customer relationships


5.0



975



5.0



7,483Non-competition agreements


3.0



459



2.75



2,340Affiliate network


3.0



347







Backlog


0.25



124



0.25



264Total other intangible assets





$
4,549






$
18,194    81




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     *
    
    During the fourth quarter of 2005, we reduced the estimated
    useful lives of our acquired panelists from 4-8 years to
    3-4 years. We reduced the useful lives based on the
    accumulation of additional experience with regard to the
    duration that, on average, a panel member will continue to
    participate in surveys.    Pro Forma


Pro FormaYear Ended


Year EndedDecember 31,


December 31,2005


2004(In thousands, exceptper share data)(Unaudited)


(Unaudited)Net revenues

$
96,973


$
78,310Operating income (loss)*

$
(81,366
)

$
12,212Net income (loss)**

$
(66,696
)

$
17,786Less: Charge to Common
    Stockholders for
    Series C-2
    convertible preferred stock






(28,054
)Net loss available to common
    stockholders**

$
(66,696
)

$
(10,268
)Net loss per share available to
    common stockholders:Basic

$
(2.64
)

$
(0.42
)Diluted

$
(2.64
)

$
(0.42
)Weighted average shares
    outstanding:Basic


25,256



24,501Diluted


25,256



24,501     *
    
    Included in pro forma operating income (loss) for each of the
    years ended December 31, 2005 and 2004 is additional
    amortization of approximately $5.5 million, related to the
    increase in fair value of the identifiable intangible assets
    associated with the acquisitions. Additionally, pro forma
    operating income (loss) was negatively impacted in the year
    ended December 31, 2005 by approximately $308,000 ($181,000
    after tax) or $0.01 per share basic and diluted for legal and
    consulting fees associated with goZings sale of their
    business.**
    
    Pro forma net loss and pro forma net loss available to common
    stockholders for the year ended December 31, 2004, was
    reduced by approximately $1.3 million due to an additional
    pro forma tax benefit primarily associated with the Ciao
    acquisition.   82




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##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 9 
    Accrued Expenses and Other Current Liabilities:
    December 31,2006


2005Accrued payroll, bonus and
    commissions

$
4,710


$
2,567Panelist incentives


4,905



4,419Accrued panel costs


212



550Accrued restructuring costs






347Accrued management change costs


490



754Non-income tax accruals


1,387



1,472Fees associated with the
    acquisition of Ciao






126Software license liability


332



274Accrued audit and tax costs


717



1,175Outside sample accruals


643



949Other


1,745



1,943$
15,141


$
14,576       Note 10 
    Related Parties:
  Notes Receivable
    from Stockholder
   83




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Related
    Party Interest Expense
  Series C-2
  Note 11 
    Revolving Credit Facility:
  SVB Credit Facility.
    Commerce Bank Credit Facility.
 84




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Note 12 
    Redeemable or Convertible Preferred Stock:
  Series C-2
    Redeemable Non-Voting Preferred Stock
  Series C-2 (Series C-2 Series C-2
  Series C-2 Series C-2
  Series C-2 Series C-2 Series C-2 Series C-1
  Series C-2 Series C-2 Series C-2
  Series C-2 Series C-2
 85




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Series C-2
  Series C-2 Series C-2
  Series B
    Convertible Preferred Stock
    Series C-2 Series C-1 Series C-2
    paid-in-capital
  The Effect of the Calculation of Earnings per Share for
    the Redemption or Induced Conversion of Preferred
    Stock
  Note 13 
    Stockholders Equity:
  Recapitalization
   86




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Series C-1 Series C-2
  Series C-1
  Common
    Stock
           87




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Series A
    Convertible Participating Preferred Stock
    paid-in-capital
  Series C-2
  Series C-2 Series C-1
    Series C-1
    Convertible Participating Preferred Stock
  Series C-1 Series C-1
  Series C-1 Series C-2
  Series C-1 Series C-1 Series C-2
 88




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Series C-1 Series C-1
  Warrants
    Note 14 
    Stock-Based Compensation:
    Unearned
    Stock-Based Compensation
      2004
    Employee Stock Purchase Plan
   89




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       Bulletin No. 97-1
  Stock
    Options
  1999
    Stock Option Plan
     90




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   2004
    Equity Incentive Plan
      2005
    Inducement Options
    Modification
    of certain option grants.
     91




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##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Stock-Based
    Compensation and adoption of SFAS 123(R)
          Transition Election
    Related to Accounting for Tax Effects of Share-Based Payment
    Awards,
 92




---



##### Table of Contents



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


Effect ofPrevious


SFAS 123(R)


As ReportedAccounting


Adjustments


SFAS 123(R)Operating income (loss)

$
14,531


$
(1,857
)

$
12,674Income (loss) before income tax
    provision


14,330



(1,857
)


12,473Net income (loss)


9,636



(1,182
)


8,454Earnings (loss) per share:Basic

$
0.38


$
(0.05
)

$
0.33Diluted

$
0.38


$
(0.05
)

$
0.33     Year Ended December 31,2006


2005*


2004*Cost of revenues

$
290


$
177


$
204Research and development expenses


65







Selling, general and
    administrative expenses


2,169



695



1,141Pre-tax stock-based compensation
    expense


2,524



872



1,345Income tax benefit


(948
)






Net stock based compensation
    expense

$
1,576


$
872


$
1,345     *
    
    Amounts recorded in the prior year periods were recorded under
    APB 25. 93




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##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     1999 Stock Option Plan


2004 Equity Incentive PlanWeighted








WeightedAverage








AverageExercise








ExerciseNumber of


Option Price


Price


Number of


Option Price


PriceShares


Range


Per Share


Shares


Range


Per ShareOutstanding at December 31,
    2003


761,137


$
0.14-$168.84


$
3.22






$
-$


$
Granted


178,574


$
17.64-$17.64


$
17.64



766,180


$
13.00-$20.71


$
13.68Canceled


(19,569
)

$
0.42-$168.84


$
3.57



(1,786
)

$
13.00-$13.00


$
13.00Exercised


(48,083
)

$
0.14-$10.36


$
0.51






$
-$


$
Outstanding at December 31,
    2004


872,059


$
0.14-$168.84


$
6.31



764,394


$
13.00-$20.71


$
13.68Granted





$
-$


$




1,984,360


$
4.92-$16.68


$
12.47Canceled


(205,304
)

$
0.42-$168.84


$
10.96



(482,299
)

$
9.29-$20.71


$
14.62Exercised


(97,837
)

$
0.42-$10.36


$
2.49






$
-$


$
Outstanding at December 31,
    2005


568,918


$
0.14-$168.84


$
5.40



2,266,455


$
4.92-$20.71


$
12.42Granted





$
-$


$




1,240,000


$
6.66-$13.37


$
7.37Canceled


(38,307
)

$
0.42-$168.84


$
3.09



(407,235
)

$
5.42-$20.71


$
12.78Exercised*


(150,806
)

$
0.42-$2.66


$
1.58



(11,428
)

$
13.00-$13.00


$
13.00Outstanding at December 31,
    2006


379,805


$
0.14-$168.84


$
7.15



3,087,792


$
4.92-$20.25


$
10.34Exercisable at December 31,
    2006


311,942


$
0.14-$168.84


$
8.24



1,542,623


$
4.92-$20.25


$
13.18Available for future option grants
    at December 31, 2006


23,054











429,993     *
    
    The total intrinsic value of options exercised during the year
    ended December 31, 2006 was approximately $1.1 million.  94




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2005 Inducement GrantsWeightedAverageExerciseNumber of


Option Price


PriceShares


Range


Per ShareOutstanding at December 31,
    2004





$
-$


$
Granted


487,500


$
5.02-$5.07


$
5.04Canceled





$
-$


$
Exercised





$
-$


$
Outstanding at December 31,
    2005


487,500


$
5.02-$5.07


$
5.04Granted


187,500


$
5.93-$5.93


$
5.93Canceled





$
-$


$
Exercised





$
-$


$
Outstanding at December 31,
    2006


675,000


$
5.02-$5.93


$
5.29Exercisable at December 31,
    2006


259,862


$
5.02-$5.93


$
5.27      95




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Weighted


WeightedAverage


AverageExercise


Fair ValueNumber of





Price Per


at DateShares


Option Price Range


Share


of Grant1999 Stock Option
    PlanYear ended December 31,
    2004:Options granted with an exercise
    price equal to market


17,858


$
17.64-$17.64


$
17.64


$
10.65Options granted with an exercise
    price greater than market


160,716


$
17.64-$17.64


$
17.64


$
10.652004 Equity Incentive
    PlanYear ended December 31,
    2004:Options granted with an exercise
    price less than market


12,500


$
15.70-$15.70


$
15.70


$
8.29Options granted with an exercise
    price equal to market


135,501


$
14.71-$20.71


$
16.55


$
8.50Options granted with an exercise
    price greater than market


618,179


$
13.00-$17.81


$
13.01


$
6.83Year ended December 31,
    2005:Options granted with an exercise
    price equal to market


1,984,360


$
4.92-$16.68


$
12.47


$
5.80Year ended December 31,
    2006:Options granted with an exercise
    price equal to market


1,240,000


$
6.66-$13.37


$
7.37


$
3.592005 Inducement
    GrantsYear ended December 31,
    2005:Options granted with an exercise
    price equal to market


487,500


$
5.02-$5.07


$
5.04


$
2.65Year ended December 31,
    2006:Options granted with an exercise
    price equal to market


187,500


$
5.93-$5.93


$
5.93


$
2.68    96




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Options Outstanding


Options ExercisableWeighted


Weighted








WeightedAverage


Average


(000s)





Average


(000s)Number of


Remaining


Exercise


Aggregate


Number of


Exercise


AggregateOutstanding


Contractual


Price


Intrinsic


Exercisable


Price


IntrinsicRange of Exercise Prices

Options


Life


Per Share


Value


Options


Per Share


ValueCombined$ 0.00-$  0.70


130,600



5.5 years


$
0.25







116,314


$
0.26$ 0.71-$  2.80


155,111



6.8 years


$
2.66







101,534


$
2.66$ 2.81-$  7.04


1,635,500



6.1 years


$
6.31







261,237


$
5.27$ 7.05-$  7.44


687,500



6.2 years


$
7.41







241,458


$
7.44$ 7.45-$ 13.00


522,551



7.7 years


$
12.40







414,801


$
12.90$13.01-$ 14.99


853,116



5.4 years


$
14.63







820,864


$
14.67$15.00-$ 20.00


146,619



7.4 years


$
17.11







146,619


$
17.11$20.01-$ 42.00


7,165



5.7 years


$
24.29







7,165


$
24.29$42.01-$168.84


4,435



3.0 years


$
162.32







4,435


$
162.324,142,597










$
22,587



2,114,427






$
7,5341999 Plan$ 0.00-$  0.70


130,600



5.5 years


$
0.25







116,314


$
0.26$ 0.71-$  2.80


155,111



6.8 years


$
2.66







101,534


$
2.66$ 7.45-$ 13.00


8,375



4.1 years


$
9.82







8,375


$
9.82$15.00-$ 20.00


78,119



6.9 years


$
17.59







78,119


$
17.59$20.01-$ 42.00


3,165



3.1 years


$
29.39







3,165


$
29.39$42.01-$168.84


4,435



3.0 years


$
162.32







4,435


$
162.32379,805










$
3,678



311,942






$
2,8522004 Equity Plan$ 2.81-$ 7.04


960,500



6.2 years


$
7.02







1,375


$
5.03$ 7.05-$ 7.44


687,500



6.2 years


$
7.41







241,458


$
7.44$ 7.45-$13.00


514,176



7.7 years


$
12.44







406,426


$
12.96$13.01-$14.99


853,116



5.4 years


$
14.63







820,864


$
14.67$15.00-$20.00


68,500



8.0 years


$
16.56







68,500


$
16.56$20.01-$42.00


4,000



7.7 years


$
20.25







4,000


$
20.253,087,792










$
12,825



1,542,623






$
2,3362005 Inducement
    Options$2.81-$7.04


675,000



5.9 years


$
5.29







259,862


$
5.27675,000










$
6,084



259,862






$
2,346    97




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Year Ended December 31, 20062004


2005Equity


InducementCombined


Plan


OptionsRisk-free interest rate


4.64
%


4.69
%


4.30
%Weighted average expected life
    (years)


4.61



4.66



4.21Volatility factor


51.72
%


51.87
%


50.60
%Expected dividend yield










   Volatility
  Risk-free interest rate
  Expected term
  Dividend yield
    Fair
    Value Disclosures  Prior to SFAS 123(R)
    Adoption.
     98




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Years Ended December 31,2005


2004Net (loss) income as reported

$
(65,959
)

$
5,718Add: Stock-based employee
    compensation expense included in net (loss) income as recorded


872



1,345Deduct: Total stock-based employee
    compensation expense determined under the fair value method for
    all awards, net of related tax effects


(14,039
)


(3,415
)Pro forma net (loss) income


(79,126
)


3,648Less: Charge to common
    stockholders for Series B convertible preferred stock






(28,054
)Cumulative dividends on
    Series B convertible preferred stock






(382
)Income allocable to participating
    preferred securities






(1,129
)Pro forma net loss available to
    common stockholders

$
(79,126
)

$
(25,917
)Net loss per share as reported:Basic

$
(2.72
)

$
(2.70
)Diluted

$
(2.72
)

$
(2.70
)Pro forma loss per share:Basic

$
(3.27
)

$
(2.88
)Diluted

$
(3.27
)

$
(2.88
)     Years Ended December 31,2005


2004Risk-free interest rate


3.98
%


3.29
%Weighted average expected life
    (years)


4



5Volatility factor


56
%


60
%Forfeiture rates






Expected dividend yield






   96-18, Accounting for Equity Instruments That Are Issued to
    Other Than Employees for Acquiring, or in Conjunction with
    Selling, Goods and Services
 99




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 15 
    Taxes on Income:
    For the Years Ended December 31,2006


2005


2004Income (loss) before income taxes:Domestic

$
(87
)

$
1,030


$
5,855Foreign


12,560



(82,742
)


274$
12,473


$
(81,712
)

$
6,129Provision (benefit) for income
    taxes:Currently payable:Federal

$
1


$
496


$
185State


187



63



209Foreign


3,684



2,080



17Total current income tax provision


3,872



2,639



411Deferred tax provision (benefit):Federal


(1,259
)


(16,239
)


State


(60
)


(2,639
)


Foreign


1,466



486



Total deferred income tax
    provision (benefit)


147



(18,392
)


Total income tax provision
    (benefit)

$
4,019


$
(15,753
)

$
411     December 31,


December 31,2006


2005(In thousands)Deferred tax assets
    (liabilities):Net operating loss carryforwards

$
16,265


$
19,053Stock-based compensation


4,581



3,657Capitalized panel costs


449



391Intangible assets acquired


(5,157
)


(6,064
)Foreign exchange


(875
)


2,942Fixed assets


1,281



289Federal and state tax credits


2,256



2,281Other deferred tax assets


589



932Net deferred tax asset


19,389



23,481Valuation allowance


(201
)


(1,481
)Total net deferred tax assets

$
19,188


$
22,000  100




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           101




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     For the Years EndedDecember 31,2006


2005


2004Statutory federal income tax rate


35.0
%


35.0
%


34.0
%State income taxes, net of federal
    income tax benefit


1.0



(0.4
)


9.6Foreign income taxes


(4.2
)


(0.1
)


Deferred compensation and other










6.7Change in deferred tax asset
    valuation allowance


(0.1
)


22.2



(42.8
)Goodwill impairment






(38.5
)


Rate change






0.4



Other reconciling items


0.5



0.7



(0.8
)Total


32.2
%


19.3
%


6.7
%   Note 16 
    Segment Reporting:
   102




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##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       For the Years Ended December 31,2006


2005*


2004*Gross segment
    revenues:**North American Internet survey
    solutionsThird-party revenues

$
60,353


$
63,886


$
44,428Inter-segment revenues


995



619



Gross segment revenues

$
61,348


$
64,505


$
44,428Ciao Internet survey
    solutionsThird-party revenues

$
20,152


$
16,686


$
Inter-segment revenues


7,975



3,634



Gross segment revenues

$
28,127


$
20,320


$
Net revenues:North American Internet survey
    solutions***

$
61,348


$
64,505


$
44,428Ciao Internet survey solutions


28,127



20,320



Ciao comparison shopping


19,837



8,607



Elimination of inter-segment
    revenues


(8,970
)


(4,253
)


Total net revenues

$
100,342


$
89,179


$
44,428Segment operating income (as
    defined above):North American Internet survey
    solutions

$
13,931


$
17,135


$
13,883Ciao Internet survey solutions


10,035



7,972



Ciao comparison shopping


11,406



4,565



Segment operating income


35,372



29,672



13,883Depreciation and amortization


(12,180
)


(9,347
)


(1,845
)Impairment charges






(91,379
)


Stock-based compensation


(2,524
)


(872
)


(1,345
)Restructuring charges


(236
)


(379
)


Management change severance charges


(568
)


(1,037
)


Corporate


(7,190
)


(7,809
)


(3,542
)Total operating income


12,674



(81,151
)


7,151Interest income (expense), net


109



(507
)


(970
)Currency exchange loss, net


(310
)


(54
)


(52
)Income (loss) before income taxes

$
12,473


$
(81,712
)

$
6,129  103




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    *
    
    We made significant acquisitions in February and April of 2005,
    and as such, twelve month year over year growth comparisons are
    not meaningful.**
    
    The Ciao comparison shopping segment has no inter-segment
    revenues, and as a result, gross segment revenues is equal to
    net segment revenues, and is not presented under gross segment
    revenues.***
    
    Revenues recorded in our North American Internet survey
    solutions segment for the year ended December 31, 2005
    include approximately $1.0 million of revenues generated
    from data sold to our European customers prior to our
    acquisition of Ciao.    As of December 31,2006


2005Total Assets:North America

$
88,416


$
89,895Ciao Internet survey solutions


37,072



34,146Ciao comparison shopping


54,356



36,819Total assets

$
179,844


$
160,860Long-Lived Assets by Major
    Country:United States

$
6,167


$
8,098Germany


2,470



1,580Other, all foreign


1,214



1,526Total long-lived assets*

$
9,851


$
11,204     *
    
    Long-lived assets include the net book value of Property
    and equipment and Internal use software.    CiaoInternet


CiaoNorth


Survey


ComparisonAmerica


Solutions


Shopping


TotalAdditions to long-lived
    assets:Year ended December 31,
    2006:Cash additions

$
3,110


$
734


$
1,079


$
4,923Additions under capital lease
    obligations


263











263Total additions to long-lived
    assets

$
3,373


$
734


$
1,079


$
5,186Year ended December 31,
    2005:Cash additions

$
4,346


$
494


$
634


$
5,474Additions under capital lease
    obligations


2,385











2,385Total additions to long-lived
    assets

$
6,731


$
494


$
634


$
7,859Year ended December 31,
    2004:Cash additions

$
2,404


$



$



$
2,404Additions under capital lease
    obligations


2,808











2,808Total additions to long-lived
    assets

$
5,212


$



$



$
5,212  104




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##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31,2006


2005


2004Revenues by Major
    Country:United States

$
60,353


$
63,886


$
44,428Germany


20,473



12,447



United Kingdom


12,460



8,286



Other, all foreign


7,056



4,560



$
100,342


$
89,179


$
44,428   Note 17 
    Commitments and Contingencies:
  Lease
    Commitments and Obligations
    Fiscal Years Ending December 31,

Capital


Operating2007

$
29


$
2,7602008


16



2,4392009


8



1,9392010






7482011






982012 and thereafter






220Total minimum lease payments


53


$
8,204Amount representing interest


(6
)Present value of minimum capital
    lease payments

$
47        105




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##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Legal
    Contingencies
    Note 18 
    Management Change:
      Note 19 
    Restructuring Program:
     106




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Lease


NorthSeverance and


Cancellation and


AmericanRelated Costs


Other Costs


TotalRestructuring activity:Initial provision

$
379


$



$
379Charges against reserve


(32
)






(32
)Balance at December 31, 2005


347







347Provision


80



156



236Charges against reserve


(427
)


(156
)


(583
)Balance at December 31, 2006

$



$



$
Additional information:Cumulative amount incurred as of
    December 31, 2006*

$
459


$
156


$
615     *
    
    The cumulative amount incurred through December 31, 2006,
    represents the total expected charges associated with this
    restructuring plan, as we do not expect to incur any significant
    additional costs in the future.  sub-let sub-let sub-let
  Note 20 
    Employee Benefit Plan:
   107




---



##### Table of Contents



GREENFIELD
    ONLINE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Quarterly
    Financial Data (unaudited):
    QuarterFiscal Year Ended December 31, 2006(1)

First


Second


Third


FourthNet revenues

$
21,532


$
24,453


$
24,875


$
29,482Cost of revenues


5,548



5,560



5,974



7,004Gross profit


15,984



18,893



18,901



22,478Operating expenses


14,666



15,190



16,408



17,318Operating income


1,318



3,703



2,493



5,160Interest income (expense), net


(167
)


85



60



131Other income (expense), net


52



(206
)


(16
)


(140
)Income before income taxes


1,203



3,582



2,537



5,151Provision for income taxes


362



1,328



694



1,635Net income

$
841


$
2,254


$
1,843


$
3,516Net income per share 
    basic and diluted:Basic

$
0.03


$
0.09


$
0.07


$
0.14Diluted

$
0.03


$
0.09


$
0.07


$
0.13Weighted average shares
    outstanding:Basic


25,310



25,353



25,413



25,465Diluted


25,505



25,541



25,986



26,272     (1)
    
    The sum of quarterly income per share may differ from the
    full-year amounts due to rounding and the effect of weighting
    shares outstanding in the quarters rather than the full year.  QuarterFiscal Year Ended December 31, 2005(1)

First


Second


Third


FourthNet revenues

$
15,251


$
26,283


$
23,146


$
24,499Cost of revenues


4,425



7,162



6,714



6,026Gross profit


10,826



19,121



16,432



18,473Operating expenses


8,281



14,597



15,609



107,516Operating income (loss)


2,545



4,524



823



(89,043
)Interest income (expense), net


454



(232
)


(251
)


(478
)Other (expense) income, net


(41
)


22



(112
)


77Income (loss) before income taxes


2,958



4,314



460



(89,444
)Provision (benefit) for income
    taxes


492



(14,812
)


(1,091
)


(342
)Net Income (loss)

$
2,466


$
19,126


$
1,551


$
(89,102
)Net Income (loss) per
    share  basic and diluted:Basic

$
0.12


$
0.76


$
0.06


$
(3.52
)Diluted

$
0.11


$
0.75


$
0.06


$
(3.52
)Weighted average shares
    outstanding:Basic


21,174



25,041



25,292



25,303Diluted


21,972



25,422



25,542



25,303     (1)
    
    The sum of quarterly income (loss) per share may differ from the
    full-year amounts due to rounding and the effect of weighting
    shares outstanding in the quarters rather than the full year. 108




---



##### Table of Contents



Item 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    Item 9A.
    CONTROLS
    AND PROCEDURES  Conclusion
    Regarding the Effectiveness of Disclosure Controls and
    Procedures
  Rules 13a-15(e) 15d-15(e)
  Managements
    Report on Internal Control Over Financial Reporting
    
  Item 9B.
    OTHER
    INFORMATION   109




---



##### Table of Contents



PART III
  Item 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND KEY EMPLOYEES OF THE REGISTRANT AND
    RELATED STOCKHOLDER MATTERS      Item 11.
    EXECUTIVE
    COMPENSATION    Item 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
    MANAGEMENT    Item 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS    Item 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES    PART IV
  Item 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES    10-K.
  Form 10-K.
  Form 10-K.
 110




---



##### Table of Contents



SIGNATURES
    GREENFIELD ONLINE, INC.
  /s/  ALBERT
    ANGRISANI     
       Signature

Title/s/  ALBERT
    ANGRISANIAlbert
    Angrisani

Director, President and Chief
    Executive Officer/s/  PETER
    SOBILOFFPeter
    Sobiloff

Director/s/  JOEL
    R. MESZNIKJoel
    R. Mesznik

Director/s/  CHARLES
    W. STRYKERCharles
    W. Stryker

Director/s/  BURTON
    J. MANNINGBurton
    J. Manning

Director/s/  LISE
    J. BUYERLise
    J. Buyer

Director/s/  JOSEPH
    A. RIPPJoseph
    A. Ripp

Director  111




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##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber



Exhibit Description2
.1





Asset Purchase Agreement, dated
    August 18, 2004, by and among The Dohring Company, Doug C.
    Dohring and Greenfield Online, Inc. (Filed as exhibit 2.1
    to our Current Report on
    Form 8-K
    dated October 22, 2004.)2
.2





Stock Purchase Agreement, dated as
    of January 25, 2005, among Greenfield Online, Inc.,
    Rapidata.net, Inc. and the shareholders of Rapidata.net, Inc.
    (Filed as exhibit 2.1 to our Current Report on
    Form 8-K
    dated January 25, 2005.)2
.3





Agreement and Plan of
    Reorganization, dated as of February 8, 2005, among
    Greenfield Online, Inc., Greenfield Acquisition Sub, Inc. and
    Zing Wireless, Inc. (Filed as exhibit 2.1 to our Current
    Report on
    Form 8-K
    dated February 8, 2005.)2
.4





Share Purchase Agreement, dated as
    of April 6, 2005, among Greenfield Online, Inc., SRVY
    Acquisition GmbH and its wholly owned subsidiary Ciao Holding
    GmbH as Buyers, Ciao AG, the shareholders of Ciao AG as Sellers,
    the representative of the Sellers, and the Company Trustee.
    (Filed as exhibit 2.1.1 to our Current Report
    Form 8-K
    dated April 6, 2005.)3
.1**





Amended and Restated Certificate
    of Incorporation.3
.2**





Amended and Restated Bylaws.4
.1**





Form of Common Stock Certificate
    of Greenfield Online, Inc.4
.2**





Amended and Restated Registration
    Rights Agreement, dated as of December 16, 2002, by and
    among Greenfield Online, Inc. and the stockholders listed
    therein.10
.2**





Amended and Restated 1999 Stock
    Option Plan.10
.3**





2004 Equity Incentive Plan.10
.4**





2004 Employee Stock Purchase Plan.10
.5**





Form of Stock Option Agreement
    under Amended and Restated 1999 Stock Option Plan.10
.6**





Form of Stock Option Agreement
    under 2004 Equity Incentive Plan.10
.7**





Restricted Stock Agreement, dated
    December 16, 2002, by and between Dean A. Wiltse and
    Greenfield Online, Inc. and an amendment thereto.10
.8**





Restricted Stock Agreement, dated
    December 16, 2002, by and between Robert E. Bies and
    Greenfield Online, Inc. and an amendment thereto.10
.9**





Restricted Stock Agreement, dated
    December 16, 2002, by and between Jonathan A. Flatow and
    Greenfield Online, Inc. and an amendment thereto.10
.10**





Restricted Stock Agreement, dated
    December 16, 2002, by and between Hugh O. Davis and
    Greenfield Online, Inc. and an amendment thereto.10
.11**





Restricted Stock Agreement, dated
    December 16, 2002, by and between Joel R. Mesznik and
    Greenfield Online, Inc.10
.12**





License Agreement, dated
    December 22, 1999, by and between Greenfield Consulting
    Group, Inc. and Greenfield Online, Inc. and an amendment and
    supplement thereto.10
.15**





Non-Recourse Promissory Note,
    dated May 17, 1999, made by Hugh O. Davis in favor of
    Greenfield Online, Inc.10
.16**





Full Recourse Promissory Note,
    dated March 9, 2001, made by Hugh O. Davis in favor of
    Greenfield Online, Inc.10
.17**





Pledge Agreement, dated
    May 17, 1999, by and between Hugh O. Davis and Greenfield
    Online, Inc. and an amendment thereto.10
.19**





Warrant for the purchase of shares
    of Class A Common Stock, dated August 9, 2001, issued
    by Greenfield Online, Inc. to Silicon Valley Bank.10
.21**





Lease, dated October 20,
    1999, by and between Wilton Campus Properties, LLC and
    Greenfield Online, Inc.10
.23**





Agreement to Lease, dated
    March 3, 2004, by and between M/s Unitech Business Parks
    Limited and M/s Greenfield Online PVT. Ltd. 112




---



##### Table of Contents



ExhibitNumber



Exhibit Description10
.24**





Lease Agreement, dated
    September 15, 1999, by and between Somerset Capital Group
    Ltd and Greenfield Online, Inc.10
.26**





Enterprise User License Agreement,
    dated October 21, 2002, by and between Future Information
    Research Management, Inc. and Greenfield Online, Inc. and an
    addendum thereto.10
.27**





Commercial Agreement, dated
    November 28, 2001, by and between Microsoft Corporation and
    Greenfield Online, Inc. and amendments thereto.10
.28**





Alliance, License and Supply
    Agreement, dated January 31, 2002, by and between Taylor
    Nelson Sofres Intersearch Corporation and Greenfield Online,
    Inc. and amendments thereto.10
.29**





Form of Partnering Agreement of
    Greenfield Online, Inc.10
.30**





Amended and Restated Employment
    Agreement, by and between Dean A. Wiltse and Greenfield Online,
    Inc.10
.31**





Amended and Restated Employment
    Agreement, by and between Robert E. Bies and Greenfield Online,
    Inc.10
.32**





Amended and Restated Employment
    Agreement, by and between Jonathan A. Flatow and Greenfield
    Online, Inc.10
.33**





Amended and Restated Employment
    Agreement, by and between Hugh Davis and Greenfield Online, Inc.10
.34**





Employment Agreement, by and
    between Keith Price and Greenfield Online, Inc.10
.40





Partner Agreement by and between
    GfK-ARBOR, LLC and Greenfield Online, Inc., effective
    November 1, 2004. (Filed as exhibit 10.40 to our
    Annual Report on
    form 10-K
    for the year ended December 31, 2004.)10
.41





Partner Agreement by and between
    GfK-Custom Research, Inc. and Greenfield Online, Inc., effective
    January 1, 2005. (Filed as exhibit 10.41 to our Annual
    Report on
    form 10-K
    for the year ended December 31, 2004.)10
.42





Employment Agreement dated
    February 8, 2005, by and between Matthew D. Dusig and
    Greenfield Online, Inc. (Filed as exhibit 10.42 to our
    Annual Report on
    form 10-K
    for the year ended December 31, 2004.)10
.43





Employment Agreement dated
    February 8, 2005, by and between Gregg Lavin and Greenfield
    Online, Inc. (Filed as exhibit 10.43 to our Annual Report
    on
    form 10-K
    for the year ended December 31, 2004.)10
.44





Employment Agreement dated
    February 8, 2005, by and between Lance Suder and Greenfield
    Online, Inc. (Filed as exhibit 10.44 to our Annual Report
    on
    form 10-K
    for the year ended December 31, 2004.)10
.45





Common Stock Purchase Subscription
    Agreement dated February 8, 2005 by and between Greenfield
    Online, Inc. and Matthew D. Dusig. (Filed as exhibit 10.45
    to our Annual Report on
    form 10-K
    for the year ended December 31, 2004.)10
.46





Common Stock Purchase Subscription
    Agreement dated February 8, 2005 by and between Greenfield
    Online, Inc. and Gregg Lavin. (Filed as exhibit 10.46 to
    our Annual Report on
    form 10-K
    for the year ended December 31, 2004.)10
.47





Common Stock Purchase Subscription
    Agreement dated February 8, 2005 by and between Greenfield
    Online, Inc. and Lance Suder. (Filed as exhibit 10.47 to
    our Annual Report on
    form 10-K
    for the year ended December 31, 2004.)10
.48





Amendment to Registration Rights
    Agreement dated as of April 6, 2005. (Filed as
    exhibit 10.48 to our Current Report on
    Form 8-K
    dated April 6, 2005.)10
.50





Credit agreement dated
    April 6, 2005 by and between Commerce Bank N.A. and
    Greenfield Online, Inc. (Filed as exhibit 10.50 to our
    Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2005.)10
.51





Employment Agreement between Ciao
    AG and Maximillian Ulrich Cartellieri with an effective date of
    April 6, 2005. (Filed as exhibit 10.51 to our
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2005.) 113




---



##### Table of Contents



ExhibitNumber



Exhibit Description10
.52





Employment Agreement between Ciao
    AG and Marcus Fredrick Paul with an effective date of
    April 6, 2005. (Filed as exhibit 10.52 to our
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2005.)10
.53





Employment Agreement between Ciao
    AG and Gunnar Piening with an effective date of April 6,
    2005. (Filed as exhibit 10.53 to our Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2005.)10
.54





Letter of Engagement between Ciao
    SAS and Nicolas Metzke, effective August 1, 2005. (Filed as
    exhibit 10.54 to our Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2005.)10
.55





Amended and Restated Partner
    Agreement dated May 11, 2005 by and between OTX
    Corporation, Zing Wireless, Inc. and Greenfield Online, Inc.
    (Filed as exhibit 10.55 to our Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2005.)10
.56





Employment Agreement between
    Greenfield Online, Inc. and Albert A. Angrisani. (Filed as
    exhibit 10.56 to our Current Report on
    Form 8-K
    dated September 28, 2005.)10
.57





Separation Letter between
    Greenfield Online, Inc. and Dean A. Wiltse. (Filed as
    exhibit 10.57 to our Current Report on
    Form 8-K
    dated September 28, 2005.)10
.58





Amendment No. 1 with an
    effective date of December 1, 2005, to the Employment
    Agreement dated September 28, 2005 between Greenfield
    Online, Inc. and Albert Angrisani. (Filed as exhibit 10.58
    to our Current Report on
    Form 8-K
    dated December 9, 2005.)10
.59





Form of Stock Option Grant Notice
    used in connection with the February 27, 2006 Stock Option
    grants. (Filed as exhibit 10.59 to our Current Report on
    Form 8-K
    dated March 3, 2005.)10
.60





Amendment No. 1 to
    Cartellieri Employment Agreement. (Filed as exhibit 10.60
    to our Current Report on
    Form 8-K
    dated March 3, 2005.)10
.61





Amendment to Metzke Letter of
    Engagement. (Previously filed as exhibit 10.61 to our
    Current Report on
    Form 8-K
    dated July 25, 2006).10
.62





Metzke Employment Agreement.
    (Previously filed as exhibit 10.62 to our Current Report on
    Form 8-K
    dated July 25, 2006).10
.63





Cartellieri Separation Agreement.
    (Previously filed as exhibit 10.63 to our Current Report on
    Form 8-K
    dated July 25, 2006).10
.64





Piening Separation Agreement.
    (Previously filed as exhibit 10.64 to our Current Report on
    Form 8-K
    dated July 25, 2006).10
.65





Managing Director Agreement
    between Ciao GmbH and Daniel Keller, dated January 31, 2007
    (Filed herewith).10
.66





Sale Bonus Agreement between
    Greenfield Online, Inc., SRVY Acquisition GmbH, and Ciao GmbH,
    and Daniel Keller, dated January 31, 2007 (Filed herewith).10
.67





Managing Director Agreement
    between Ciao GmbH and Stephan Musikant, dated January 31, 2007
    (Filed herewith).10
.68





Sale Bonus Agreement between
    Greenfield Online, Inc., SRVY Acquisition GmbH, and Ciao GmbH,
    and Stephan Musikant, dated January 31, 2007 (Filed herewith).21
.1





List of Subsidiaries of Greenfield
    Online, Inc. (Filed herewith).23
.1





Consent of PricewaterhouseCoopers
    LLP, Independent Registered Public Accounting Firm. (Filed
    herewith).31
.1





Certification of the Chief
    Executive Officer pursuant to
    Rule 13a-14(a)/15d-14(a)
    of the Securities Exchange Act of 1934, as amended, as adopted
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    (Filed herewith).31
.2





Certification of the Chief
    Financial Officer pursuant to
    Rule 13a-14(a)/15d-14(a)
    of the Securities Exchange Act of 1934, as amended, as adopted
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    (Filed herewith). 114




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##### Table of Contents



ExhibitNumber



Exhibit Description32
.1





Certification of the Chief
    Executive Officer pursuant to 18 U.S.C. Section 1350
    as adopted pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002 (Filed herewith).32
.2





Certifications of the Chief
    Financial Officer pursuant to 18 U.S.C. Section 1350
    as adopted pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002 (Filed herewith).     **
    
    Incorporated by reference to the exhibit of same number filed
    with our Registration Statement on
    Form S-1
    (File
    No. 333-114391).
    
    Previously filed and incorporated herein by reference.
    
    Previously filed and incorporated herein by reference, certain
    information in these exhibits has been omitted and filed
    separately with the Securities and Exchange Commission pursuant
    to a confidential treatment request under 17 C.F.R.
    Sections 200.80(b)(4), 200.83 and 230.406. 115




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    ON
    FINANCIAL STATEMENT SCHEDULES
     Form 10-K, Form 10-K.
  
    116




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##### Table of Contents



SCHEDULE II
  GREENFIELD
    ONLINE, INC
  VALUATION
    AND QUALIFYING ACCOUNTS
  Balance at


Charged to


Charged to





Balance atBeginning


Costs and


Other





Endof Period


Expenses


Accounts


Deduction


of Period(In thousands)Year ended December 31, 2006Allowance for doubtful accounts
    (deducted from accounts receivable)

$
857


$
59


$



$
(108
)(a)

$
808Allowance for customer credits
    (deducted from accounts receivable)

$
591


$
1,965
(b)





$
(1,489
)(c)

$
1,067Valuation allowance for deferred
    tax asset

$
1,481


$



$



$
(1,280
)(d)

$
201Year ended December 31, 2005Allowance for doubtful accounts
    (deducted from accounts receivable)

$
153


$
575


$
376
(e)

$
(247
)(f)

$
857Allowance for customer credits
    (deducted from accounts receivable)

$
276


$
1,001
(g)





$
(686
)(h)

$
591Valuation allowance for deferred
    tax asset

$
19,817


$



$
84
(i)

$
(18,420
)(i)

$
1,481Year ended December 31, 2004Allowance for doubtful accounts
    (deducted from accounts receivable)

$
90


$
125






$
(62
)(j)

$
153Allowance for customer credits
    (deducted from accounts receivable)

$
129


$
455
(k)





$
(308
)(l)

$
276Valuation allowance for deferred
    tax asset

$
22,703


$







$
(2,886
)(m)

$
19,817     (a)
    
    The decrease in the allowance for doubtful accounts for the year
    ended December 31, 2006 resulted from write-offs of
    $164,000, offset by currency fluctuations of $56,000.(b)
    
    The increase in the allowance for customer credits for the year
    ended December 31, 2006 resulted from volume rebates of
    $570,000, cash discounts of $819,000, and other promotional and
    customer credits of $576,000, all of which were charged against
    revenues.(c)
    
    The decrease in the allowance for customer credits for the year
    ended December 31, 2006 resulted from customers utilizing
    volume rebates of $608,000 and cash discounts of $681,000, and
    other promotional and customer credits of $212,000, offset by
    currency rate fluctuations of $12,000.(d)
    
    The reduction in the valuation allowance for the year ended
    December 31, 2006 resulted from the release of
    approximately $1.4 million of certain of our previously
    recorded foreign valuation allowance, which was partially offset
    by the recording of a current period valuation allowance of
    $0.1 million. The majority of the valuation allowance
    released during the year ended December 31, 2006 was
    released through purchase accounting and therefore recorded as a
    reduction against goodwill.(e)
    
    The increase in the allowance for doubtful accounts of $376,000,
    consists of amounts recorded as a result of the acquisitions of
    goZing $121,000 and Ciao $255,000.(f)
    
    The decrease in the allowance for doubtful accounts for the year
    ended December 31, 2005 resulted from write-offs of
    $231,000 and currency fluctuations of $16,000.(g)
    
    The increase in the allowance for customer credits for the year
    ended December 31, 2005 resulted from volume rebates of
    $579,000, cash discounts of $338,000, and other customer credits
    of $84,000, all of which were charged against revenues.(h)
    
    The decrease in the allowance for customer credits for the year
    ended December 31, 2005 resulted from customers utilizing
    volume rebates of $379,000 and cash discounts of $307,000. 117




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##### Table of Contents



(i)
    
    The reduction in the valuation allowance for the year ended
    December 31, 2005 resulted from the full release of our
    domestic valuation allowance of $19.8 million of which
    $1.3 million was released through purchase accounting and
    the remaining $18.5 million was recorded as a tax benefit.
    This benefit was reduced by $0.1 million relating to a
    valuation allowance increase against certain foreign deferred
    tax assets.(j)
    
    The decrease in the allowance for doubtful accounts for the year
    ended December 31, 2004 resulted from a write-off of
    $62,000 relating to one customer.(k)
    
    The increase in the allowance for customer credits for the year
    ended December 31, 2004 resulted from volume rebates of
    $226,000 and cash discounts of $229,000, both of which were
    charged against revenues.(l)
    
    The decrease in the allowance for customer credits for the year
    ended December 31, 2004 resulted from customers utilizing
    discounts associated with volume rebates, of approximately
    $118,000, and cash discounts of approximately $190,000.(m)
    
    The reduction in the valuation allowance for the year ended
    December 31, 2004 resulted from the utilization of deferred
    tax assets. 118