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UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
   FORM 10-K
   þ ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934
   o TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934
  000-50698
   GREENFIELD
    ONLINE, INC.
  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
  12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o

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




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TABLE OF
    CONTENTS
   
 PageItem 1.

Business


2Item 1A.

Risk Factors


18Item 1B.

Unresolved Staff Comments


31Item 2.

Properties


31Item 3.

Legal Proceedings


32Item 4.

Submission of Matters to a Vote of Security
    Holders


33Item 5.

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


33Item 6.

Selected Financial Data


36Item 7.

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


38Item 7A.

Qualitative and Quantitative Disclosures about
    Market Risk


64Item 8.

Financial Statements and Supplementary Data


65Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


112Item 9A.

Controls and Procedures


112Item 9B.

Other Information


112Item 10.

Directors, Executive Officers and Corporate
    Governance


113Item 11.

Executive Compensation


113Item 12.

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


113Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


113Item 14.

Principal Accounting Fees and Services


113Item 15.

Exhibits and Financial Statement Schedules


114EX-10.71: SEPARATION AGREEMENT WITH NICOLAS METZKEEX-21.1: LIST OF 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 relating to securities class action lawsuits pending
    against us and some of our current and former officers;
    risks related to the success of new business initiatives,
    including the expansion of our Ciao comparison shopping business
    to the United States;
    our ability in the United States to attract community members to
    our Ciao comparison shopping portals and the resulting content
    they generate in the form of product and merchant reviews, and
    our ability to attract merchants in the United States;
    risks related to the separation of our Ciao Internet survey
    solutions and comparison shopping businesses;
    the growing competitiveness of our marketplace and our ability
    to compete therein;
    risks related to foreign currency rate fluctuations;
    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 panel;
    our panelists responsiveness to our surveys;
    issues related to the development, success and client acceptance
    of our Real-Time
    Sampling®
    methodology for recruiting survey takers on the Internet;
    our ability to attract and maintain affiliates in our affiliate
    network supplying Real-Time Sampling respondents;
    our ability to accurately predict future revenue levels and our
    ability to manage expense commensurate with such revenue levels;
    our ability to manage pricing pressure in North America and
    Europe; 1




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
    our reliance on our largest customers;
    our ability to manage or accelerate our growth and international
    expansion;
    our ability to restore and sustain sales growth in our European
    survey business;
    our ability to integrate successfully the businesses we may
    acquire in the future;
    the seasonality of demand for Internet survey solutions and
    comparison shopping services; and
    the strength of our brands.      Item 1.
    BUSINESS    Overview
    
    Internet Survey Solutions:  Through our
    Greenfield Online and Ciao Surveys websites and affiliate
    networks, 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
    merchants and advertising sales.  Internet
    Survey Solutions
   2




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24 hours-a-day
  Comparison
    Shopping
  in-language e-commerce
  Segment
    Information
   3




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Form 10-K.
  Recent
    Developments
    
    the diversion of management attention from the core Ciao
    comparison shopping business in Europe;
    the ability to attract members to the Ciao comparison shopping
    portal who will generate content in the form of product and
    merchant reviews;
    the ability to generate economically feasible Internet traffic
    in the United States; and
    our ability to develop product catalogues and merchant
    relationships in the United States.    
    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 relating to the separation of the
    businesses.  Our Market
    Opportunity
  Internet
    Survey Solutions
   4




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Factors Affecting
    the Growth of Internet-Based Marketing Research
  Benefits of Internet-Based Marketing
    Research.
  
    Benefits to the Marketing Research Industry  Speed.
  Cost Effectiveness.
  Improved Results.
  New Opportunities.
  
    Benefits to Survey Respondents  Less Intrusive and More Convenient.
  More Engaging.
 5




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
    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
    continue. 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.
  Ciao Community Reviews.
  
    Benefits for Merchants  Qualified Consumer Audience.
  Our Competitive
    Position
  Internet
    Survey Solutions
    
    Internet Based Survey Respondents.  We supply
    our customers survey based marketing research data, which we
    collect from respondents over the Internet, in two primary ways:  
    Our Internet Panels.  As of December 31,
    2007, our Internet panels consisted of millions of individuals
    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. 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 6




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our clients 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. We have developed panel management techniques and
    technology 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 management techniques and
    technologies allow us to invite panelists to participate in
    surveys for which they are likely to qualify. 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.  In 2007, our Real-Time
    Sampling capability supplied a significant portion of the survey
    responses we collected for our customers. Real-Time Sampling
    allows us to invite Internet users at third party 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. We
    believe Real-Time Sampling allows us to access the portion of
    the population using the Internet who are less likely to join
    our panels, but are 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 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 Brands 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 ability 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 survey solutions 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, 7




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buddy lists and personal profiles. As of December 31, 2007,
    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 seven languages, either as a quick review, or as a full
    review with a minimum word count of 120 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, Sweden 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 experiences learned 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 Survey
    Solutions.  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 attention to customer service,
    process automation, and high quality research data sourced
    through our Internet respondent traffic.
    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 our continued
    use of low-cost production facilities.
    Diversify our Sources of Survey
    Respondents.  We will continue to develop the
    technology that allows us to direct Internet survey respondents
    to appropriate surveys, whether sourced from our Internet panels
    or via our Real-Time Sampling capability.
    Expand the Range of Respondents we can
    Reach.  We intend to expand the demographic,
    industry and geographic range of Internet survey respondents we
    can reach by expanding our Internet survey solutions into such
    demographic areas as business-to-business decision makers and
    healthcare professionals as well as extending our geographic
    reach by enhancing our ability to deliver respondents from
    markets such as the Asia-Pacific region. 8




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
    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 Internet survey respondents 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 respondent
    access technology, skilled project management staff and our
    continuous survey programming capability.  
    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.
    Improve the Community Experience on our Sites to Promote User
    Generated Content.  We believe that a better
    community experience on our comparison shopping portals will
    encourage users of our sites to generate content that other
    visitors will find valuable, thereby leading to improved traffic.
    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 products and associated offers in our existing
    categories and the expansion of a broader range of categories.
    We therefore intend to re-launch a number of categories, enhance
    existing categories and add more categories, products and
    merchant offers to our online catalog.
    Expand Geographically.  We believe that our
    service can be further extended to cover additional countries
    and geographic regions. We are already present with localized
    shopping portals in Germany, France, the United Kingdom, Spain,
    Italy, Sweden and the Netherlands, and are considering the
    launch of our service in additional countries inside and outside
    of Europe. In February 2008, we announced the launch of the
    Ciao.com comparison shopping portal in the United States.
    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
    Respondent Access
    Our
    Internet Panels
   9




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Panel
    Management
    
    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;
    Surveys are delivered to respondents according to the
    demographic requirements of a survey and the panel member does
    not know which demographic information is used to select them as
    potentially qualifying for the survey;
    Survey takers are only allowed one opportunity to take a
    particular 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 helps to prevent establishing multiple accounts
    for the purpose of taking surveys multiple times. 10




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Real-Time
    Sampling
    Respondent
    Incentives
    Our Products and
    Services
  Our
    Internet-Based Survey Solutions
   11




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Full-Service
    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
    offerings 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 three days


All industries take advantage of this product to get fast
    answers to urgent marketing questions   Sample
    Solutions
    Comparison
    Shopping
   12




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e-commerce
  Our
    Customers
    e-commerce
    Sales and
    Marketing
   13




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e-commerce e-commerce e-commerce
  Competition
  Internet
    Survey Solutions
    e-Rewards,
   14




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Comparison
    Shopping
        Technology and
    Intellectual Property
    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 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 invitations on individualized
    panelist web pages. These individual web pages also allow
    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. 15




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
    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 being
    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.
    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.  Greenfield Greenfield Online Greenfield Greenfield Online Greenfield Online Greenfield Ciao!®,
    Real-Time
    Sampling®,
    GoZing®, Quote ®
 16




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SAM ® Stay
    Ahead ® Research
    Revolution ® NetReach ® FieldSource ® OpinionSurveys.com ® Curizon tm Text2Express 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
  www.greenfield.com Form 10-K, Form 10-Q, Form 8-K www.sec.gov
 17




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Item 1A.RISK
    FACTORS    We and
    some of our current and former officers are the subject of
    securities class action lawsuits that could require us to pay
    substantial damages or otherwise have a material adverse effect
    on us.
  Rule 10b-5
  We may
    not be able to successfully launch a Ciao comparison shopping
    business in the United States and the diversion of financial
    resources and management attention to this undertaking may cause
    our results of operations and our financial condition to
    suffer.
    
    the diversion of management attention from the core Ciao
    comparison shopping business in Europe;
    our ability to translate the technical and industry skills
    and knowledge gained in the European comparison shopping
    marketplace to the United States;
    exposing our comparison shopping business to increased
    US-based competition;
    our ability to develop a community of Ciao members in the
    United States of sufficient size to generate meaningful product
    review content;
    our ability to develop economically feasible internet traffic
    to our US-based comparison shopping sites; and
    our ability to attract and retain sufficiently skilled staff
    in the United States to build the US-based comparison shopping
    business.   18




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Our
    strategy to separate our Ciao Internet survey solutions and Ciao
    comparison shopping business into separate legal and operating
    entities may still have unforeseen consequences for the Ciao
    business as a whole and our results of operations and 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 relating to the separation of the
    businesses.    If we
    are unable to maintain the size or demographic composition of
    our Internet panels, our clients may reduce or stop using our
    products and services.
     19




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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.
    If we
    were to lose, or if there were a material reduction in business
    from our largest clients, our net revenue might decline
    substantially.
      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.
   20




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If
    members of the Ciao community cease to provide us with reviews,
    the number of consumers using our service and our revenues could
    decline.
    If we
    fail to grow the number of consumers and merchants that use our
    comparison shopping service, our financial results could
    suffer.
    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 Sampling 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.
   21




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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,
      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.
    Focused comparison shopping websites.
  Search engines and portals.
 22




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Online retailers.
  Consumer Review Sites.
    If we
    fail to detect and remove fraudulent clicks, we could lose the
    confidence of our merchants, thereby causing our business to
    suffer.
   23




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Currency
    exchange rate fluctuations could significantly affect our
    operating results and financial position.
    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 we
    do not keep pace with technological change, we may be unable to
    implement our business strategy successfully.
   24




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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;
    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.   25




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##### Table of Contents



Increased
    security risks relating to online commerce may deter future use
    of our services.
    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;
    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 or comparison shopping.   26




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##### Table of Contents



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 in our comparison shopping business
    and may not have adequate plans and procedures in connection
    with our Internet survey solutions business.
   27




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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 services, 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.
   28




---



##### 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, thereby affecting the timing of
    our recognition of revenue; and
    changes in search engine algorithms.      We may
    lose some or all of the value of our cash equivalents and short
    term investments.
    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.
   29




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##### Table of Contents



Government
    regulations could limit our Internet activities or result in
    additional costs of doing business and conducting marketing
    research on the Internet.
    e-commerce. e-commerce
      
    user privacy and expression;
    the rights and safety of children;
    intellectual property;
    information security; 30




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##### Table of Contents




    anti-competitive practices;
    the convergence of offline channels with Internet
    commerce; and
    taxation and pricing.   Item 1B.UNRESOLVED
    STAFF COMMENTS   Item 2.PROPERTIES     31




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##### Table of Contents



Remaining
    LeaseObligationAddress/Location

Termination
    Date

December 31,
    200721 & 15 River Road, Wilton, Connecticut(1)

November, 2009

$
2,24616501 Ventura Blvd., Ste. 250, Encino, California*(2)

July, 2009


313222 Kearney St., Ste. 500, San Francisco, California**(2)

September, 2009


458655 Montgomery St, 5th Floor, San Francisco,
    California(4)

November, 2010


43790 Turnpike St., N. Andover, Massachusetts(2)

December, 2008


90110 Sheppard Ave., Ste. 200, East Toronto, Canada(2)

November, 2010


1,188First Floor Unitech Trade Centre, Gurgaon, India(2)

March, 2010


575Leopoldstraße 236, 2nd floor, 80807 Munich, Germany(4)

October, 2010


1,296Leopoldstraße 236, 3rd floor, 80807 Munich, Germany(3)

May, 2012


1,36918 rue Horace Vernet Issy Les Moulineaux, Paris, France(5)

March, 2014


750Strawinskylaan 1127, Amsterdam, the Netherlands(3)

April, 2011


203Str. Stefan cel Mare nr. 56, Timisoara, Romania ***(5)

November, 2009


24328/30,
    53-333,
    Wroclaw, Poland ****(5)

January, 2009


10728/30, 54C, Wroclaw, Poland ****(4)

September, 2008


56201 Miller Street, North Sydney, NSW(3)

June, 2008


31168-172 Old
    Street, London, UK(5)

March, 2012


1,576    (1)
    
    Relates to our North American Internet survey solutions
    operating segment, which also includes our corporate
    headquarters.(2)
    
    Relates to our North American Internet survey solutions
    operating segment.(3)
    
    Relates to our Ciao Internet survey solutions operating segment.(4)
    
    Relates to our Ciao comparison shopping operating segment.(5)
    
    Relates to both our Ciao Internet survey solutions and Ciao
    comparison shopping operating segments.  *
    
    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. In January
    2008, our tenant has vacated the premises. We have unapplied
    security deposits of approximately $57,000, which approximates
    seven months worth of sub-lease rental payments. We intend to
    attempt to locate a new subtenant and enter into a new sublease
    agreement for the remaining lease term as soon as practicable.**
    
    Subleased in March 2006 for the remaining lease term. The
    payments due under the sublease are substantially similar to our
    obligations under the lease.***
    
    We have terminated this current lease facility effective April
    2008 and entered into a new lease facility effective March 2008.
    The new lease facility ends March 2012, and includes aggregate
    rental payments totaling approximately $662,000. The amounts due
    under the new facility are not included in the above table. The
    remaining lease obligation included above includes only the
    rental payments under the lease existing at December 31,
    2007, through the end of the lease term. However, we expect to
    pay only approximately $54,000 including an insignificant early
    termination penalty through the termination in April 2008.****
    
    We intend to enter into longer term leases in Poland in the
    future.  Item 3.
    LEGAL
    PROCEEDINGS   32




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##### Table of Contents



Rule 10b-5
      Item 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS    PART II
  Item 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  a) Market
    Information
 33




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##### Table of Contents



High


Low2005First 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


$
9.822007First Quarter

$
16.14


$
13.51Second Quarter

$
16.66


$
14.59Third Quarter

$
18.19


$
12.90Fourth Quarter

$
16.65


$
13.33   b) Holders
    of the Corporations Capital Stock
    c) Dividends
    d) Securities
    Authorized for Issuance under Equity Compensation
    Plans
  Equity
    Compensation Plan InformationNumber of
    Securities





Number of
    Securitiesto be Issued


Weighted
    Average


Remaining
    AvailableUpon Exercise
    of


Exercise Price
    of


for Future
    IssuanceOutstanding
    Options,


Outstanding
    Options,


Under EquityPlan
    category

Warrants and
    Rights


Warrants and
    Rights


Compensation
    PlansEquity compensation plans approved by security holders:


3,193,275


$
11.93



532,594Equity compensation plans not approved by security
    holders:*


611,800


$
5.31



    *
    
    For further information regarding the 2005 Inducement Options,
    refer to Note 12 to the Consolidated Financial Statements
    accompanying this Annual Report on
    Form 10-K. 34




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##### Table of Contents



e) Performance
    Graph
    
   1/07



2/07



3/07



4/07



5/07



6/07



7/07



8/07



9/07



10/07



11/07



12/07Greenfield Online, Inc.



77.01




79.73




85.03




87.49




84.49




85.08




86.84




77.22




81.55




81.60




80.43




78.13NASDAQ Composite



124.08




121.52




121.97




127.01




131.41




131.44




128.76




131.07




137.47




145.40




134.89




134.34S&P GSTI Internet



112.59




109.14




111.33




115.32




119.15




121.43




116.39




118.77




132.00




147.59




141.97




139.07   Form 10-K
  f) Recent
    Sales of Unregistered Securities; Use of Proceeds from
    Registered Securities
    g) Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchases
   35




---



##### Table of Contents



Item 6.SELECTED
    FINANCIAL DATA  SELECTED
    CONSOLIDATED FINANCIAL DATA
  The following selected consolidated financial data should be
    read in conjunction with Managements Discussion and
    Analysis of Financial Condition and Results of Operations
    and the Consolidated Financial Statements and related notes,
    which are included elsewhere in this Annual Report on
    Form 10-K.
    The selected Consolidated Statements of Operations data for each
    of the fiscal years ended December 31, 2007, 2006 and 2005
    and the selected Consolidated Balance Sheet data as of
    December 31, 2007 and 2006 are derived from our audited
    Consolidated Financial Statements, which are included elsewhere
    in this Annual Report on
    Form 10-K.
    The selected Consolidated Statements of Operations data for the
    fiscal year ended December 31, 2004 and 2003 and the
    selected Consolidated Balance Sheet data as of December 31,
    2005, 2004, and 2003 are derived from audited Consolidated
    Financial Statements not included in this Annual Report on
    Form 10-K.
  Years Ended
    December 31,2007


2006


2005


2004


2003(In thousands,
    except per share data)Consolidated
    Statements of Operations Data:Net revenues:Internet survey solutions(1)

$
94,847


$
80,505


$
80,572


$
44,428


$
25,868Comparison shopping(2)


34,166



19,837



8,607







Total net revenues


129,013



100,342



89,179



44,428



25,868Cost of revenues


32,713



24,086



24,327



11,081



8,884Gross profit


96,300



76,256



64,852



33,347



16,984Operating expenses:Selling, general and administrative


61,437



44,730



40,682



21,454



12,127Panel acquisition


3,333



5,527



3,762



2,448



1,421Depreciation and amortization


8,852



9,225



6,965



1,292



1,113Research and development


4,509



3,864



2,836



1,002



626Impairment and restructuring charges






236



91,758







Total operating expenses


78,131



63,582



146,003



26,196



15,287Operating income (loss)


18,169



12,674



(81,151
)


7,151



1,697Other income (expense), net


1,338



(201
)


(561
)


(1,022
)


101Income (loss) before income taxes


19,507



12,473



(81,712
)


6,129



1,798Provision (benefit) for income taxes


6,566



4,019



(15,753
)


411



150Net income (loss)


12,941



8,454



(65,959
)


5,718



1,648Less: Accretion of
    Series C-2
    redeemable preferred stock dividends


















(63
)Charge to common stockholders for Series B convertible
    preferred stock














(28,054
)


Cumulative dividends on Series B convertible preferred stock














(382
)


(673
)Income allocable to participating preferred securities














(1,564
)


(761
)Net income (loss) available to common stockholders

$
12,941


$
8,454


$
(65,959
)

$
(24,282
)

$
151Net income (loss) per share available to common stockholders:Basic

$
0.50


$
0.33


$
(2.72
)

$
(2.70
)

$
0.07Diluted


0.48



0.33



(2.72
)


(2.70
)


0.06Weighted average shares outstanding:Basic


25,855



25,386



24,217



8,985



2,054Diluted


27,041



25,698



24,217



8,985



2,347   36




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##### Table of Contents



December 31,2007


2006


2005


2004


2003(In
    thousands)Consolidated Balance Sheet Data:Cash and cash equivalents

$
57,949


$
20,873


$
20,623


$
96,082


$
3,721Investments in marketable securities






16,167







17,400



Total assets


214,965



179,844



160,860



135,306



11,929Capital lease obligations:Current portion


14



25



2,061



1,253



874Long-term portion


7



22



2,032



1,877



705Debt:Series C-2
    redeemable preferred stock


















943Series B convertible preferred stock


















9,114Total stockholders equity (deficit)


176,418



149,621



134,493



123,078



(6,327
)   Years Ended
    December 31,2007

2006

2005

2004

2003($ in
    thousands)Other Consolidated Financial and Operating Data:Net cash provided by operating activities

$
21,726


$
23,434


$
23,661


$
5,273


$
4,051    (1)
    
    Internet survey solutions includes service revenues from the
    collection of survey data for sale to marketing research
    companies for all periods presented.(2)
    
    Comparison shopping includes revenues in 2007, 2006 and 2005
    from this business segment, which was acquired as part of the
    Ciao acquisition in April 2005. 37




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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 accompanying 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
    Part I. See alsoSafe Harbor Statement on
    page 3 of this Annual Report on
    Form 10-K.
  Segment
    Information
    Form 10-K.
  Overview
   38




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##### Table of Contents




    Internet Survey Solutions:  Through our
    Greenfield Online and Ciao websites and affiliate networks, 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
    merchants and advertising sales.  Key Historical
    Events that Impact Our Business
      U.S.-based
   39




---



##### Table of Contents



Series C-2 Series C-1 one-for-14
           40




---



##### 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 based respondents. 41




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##### Table of Contents



e-commerce 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, India, Romania and Australia. 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 and
    achievement of revenue goals associated with clients.
    Respondent 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. With our
    Real-Time Sampling capability incentives are determined by the
    website or publisher that refers potential survey respondents to
    us.
    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 or acquired via our Real-Time Sampling
    capability. These situations occur where our proprietary
    respondent traffic 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 respondent access, typically certain international
    geographic sectors.
    Real-Time Sampling We have developed and
    implemented our Real-Time
    Sampling®
    capability, primarily in our North American operating segment.
    Real-Time Sampling allows us to present an offer to take surveys
    to visitors at third party 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. In January 42




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##### Table of Contents



2008, we began expanding the use of Real-Time Sampling as we
    launched the use of this capability in the United Kingdom.  
    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 years prior to 2007, fees paid to Microsoft
    Corporation (Microsoft) for surveys completed and
    sold using data from panelists we obtained through the Microsoft
    Network (MSN). During the first quarter of 2006, our
    obligation to make payments for MSN for surveys completed by
    MSN-sourced panelists was terminated. For the year ended
    December 31, 2007 and 2006, we included stock-based
    compensation charges as a result of the adoption of Financial
    Accounting Standards No. 123 (revised 2004),  Share-based
    Payment. (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 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 both our Internet survey production and our
    comparison shopping business.  Selling,
    General and Administrative Expenses
      Panel
    Acquisition Expenses
   43




---



##### Table of Contents



Research
    and Development Expenses
    Form 10-K,
  Impairment
    and Restructuring Charges
  Form 10-K. Form 10-K.
  Provision
    (Benefit) for Income Taxes
    Critical
    Accounting Policies and Estimates
     44




---



##### Table of Contents



Revenue Recognition.
  e-commerce cost-per-click-through
  Accounts Receivable Allowances.
  Panelist Incentives.
  Panel Acquisition.
 45




---



##### Table of Contents



Stock-Based Compensation. Share-Based
    Payment, 25
    Accounting for Stock Issued to Employees
      Transition Election
    Related to Accounting for Tax Effects of Share-Based Payment
    Awards,
 46




---



##### Table of Contents



Income Taxes.
  Net Income (Loss) Per Share.
  Goodwill and Other Intangible Assets.
 47




---



##### Table of Contents



Long-lived Assets.
  Restructuring.
  Translation of foreign currencies.
 48




---



##### Table of Contents



Results of
    Operations
  Year
    Ended December 31, 2007 Versus Year Ended December 31,
    2006
  Consolidated
    Results
    2007


%


2006


%($ in
    thousands)Net revenues

$
129,013



100.0
%

$
100,342



100.0
%Cost of revenues


32,713



25.4



24,086



24.0Gross profit


96,300



74.6



76,256



76.0Operating expenses:Selling, general and administrative


61,437



47.6



44,730



44.6Panel acquisition


3,333



2.6



5,527



5.5Depreciation and amortization


8,852



6.8



9,225



9.2Research and development


4,509



3.5



3,864



3.9Restructuring charges










236



0.2Total operating expenses


78,131



60.5



63,582



63.4Operating income


18,169



14.1



12,674



12.6Other income (expense), net


1,338



1.0



(201
)


(0.2
)Income before income taxes


19,507



15.1



12,473



12.4Provision for income taxes


6,566



5.1



4,019



4.0Net income

$
12,941



10.0
%

$
8,454



8.4
%   Net Revenues.
  e-commerce
    Gross Profit.
 49




---



##### Table of Contents



Selling, General and Administrative.
           50




---



##### Table of Contents



Panel Acquisition.
    Depreciation and Amortization.
  
    continuing development of our Unified Panel System, our Survey
    Management System, and other Internet survey solutions operating
    systems in North America;
    expansion of our North American Internet survey solutions
    operating systems to a worldwide enterprise system; and
    ongoing enhancements and software re-engineering in our
    comparison shopping segments operating systems.    Research and Development.
 51




---



##### Table of Contents



Restructuring Charges.
  Other Income (Expense), Net.
  Provision for Income Taxes.
     52




---



##### Table of Contents



Net Income.
  North
    American Segment Results
    2007


%


2006


%($ in
    thousands)Gross segment revenues

$
71,516



100.0
%

$
61,348



100.0
%Segment operating income


14,741



20.6



13,931



22.7   Gross Segment revenues.
  
    the improvement in survey respondent supply via our panel, our
    Real-Time Sampling capability and our outside sample suppliers;
    a significant investment in the selling, marketing and business
    development team in North America; and
    improved product quality. 53




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##### Table of Contents



Segment Operating Income.
  Ciao
    Internet Survey Solutions Segment Results
    2007


%


2006


%($ in
    thousands)Gross segment revenues

$
33,298



100.0
%

$
28,127



100.0
%Segment operating income


9,441



28.4



10,035



35.7   Gross Segment Revenues.
  Segment Operating Income.
  Ciao
    Comparison Shopping Segment Results
    2007


%


2006


%($ in
    thousands)Gross segment revenues

$
34,653



100.0
%

$
19,837



100.0
%Segment operating income


18,343



52.9



11,406



57.5   Gross Segment Revenues. e-Commerce
  Segment Operating Income.
 54




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##### Table of Contents



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 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.
  Gross Profit.
 55




---



##### Table of Contents



Selling, General and Administrative.
        
    an increase in incentive accruals for general and administrative
    employees and senior management, related to our improved
    performance in 2006 over 2005;
    increased stock-based compensation expense of approximately
    $1.1 million as a result of the adoption of
    SFAS 123(R);
    a one-time charge of $0.4 million associated with the
    departure of two founders of Ciao during 2006;
    further investment in 2006 in finance and administrative staff,
    primarily in our European businesses as a result of the initial
    implementation of Sarbanes-Oxley Section 404
    compliance; and
    the inclusion of personnel costs associated with our 2005
    acquisitions of Rapidata, goZing and Ciao for the full twelve
    months in the year ended December 31, 2006.     56




---



##### Table of Contents



Panel Acquisition.
    Depreciation and Amortization.
  Research and Development.
  Impairment and Restructuring Charges.
 57




---



##### Table of Contents



Other Expense, Net.
  Provision (Benefit) for Income Taxes.
    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



26.6  58




---



##### Table of Contents



Net Revenues.
  
    during the latter half of 2005 and in 2006, we experienced an
    increased competitive environment in North America in the form
    of new entrants in the market and pricing pressure, resulting in
    a decline in net revenues year over year;
    in 2005, the North American Internet survey solutions segment
    included revenues of approximately $1.3 million associated
    with the goZing Online OLM, which we wound down later in
    2005; and
    in 2005, we included approximately $1.0 million of revenues
    generated from data sold to our European customers prior to the
    acquisition of Ciao in April of 2005.  Segment Operating Income.
  
    lower revenues associated with the increased competitive
    environment in North America in the form of new entrants in the
    market and pricing pressure;
    lower gross profit as a result of increased demand for
    higher-cost European sourced data, which was supplied by Ciao;
    increased panel development costs in the current year related to
    the expansion of our North American panels; and
    higher R&D spending levels as a result of continuing to
    integrate platforms and technologies between our North American
    Internet survey solutions segment and our Ciao Internet survey
    solutions segment. The North American team located in Andover,
    Massachusetts is primarily responsible for integrating these
    multiple technology platforms.  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.
 59




---



##### Table of Contents



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
  Segment Operating Income.
  Liquidity and
    Capital Resources
    Years Ended
    December 31,2007


2006


2005($ in
    thousands)Net cash provided by operating activities

$
21,726


$
23,434


$
23,661Net cash provided by (used in) investing activities


7,791



(19,767
)


(101,708
)Net cash provided by (used in) financing activities


5,334



(3,844
)


2,935Effects of exchange rate changes on cash and cash equivalents


2,225



427



(347
)Net increase (decrease) in cash and cash equivalents


37,076



250



(75,459
)Cash and cash equivalents at beginning of year


20,873



20,623



96,082Cash and cash equivalents at end of year

$
57,949


$
20,873


$
20,623  60




---



##### Table of Contents



As of
    December 31,2007


2006($ in
    thousands)Cash and cash equivalents

$
57,949


$
20,873Investments in marketable securities






16,167Total cash, cash equivalents and investments in marketable
    securities

$
57,949


$
37,040   Operating
    Activities
    Investing
    Activities
    Financing
    Activities
     61




---



##### Table of Contents



Contractual
    Cash Obligations and Other Commercial Commitments and
    Contingencies
    Total at


Years Ended
    December 31,December 31,

















2013 and2007


2008


2009


2010


2011


2012


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

$
21


$
14


$
7


$



$



$



$
Non-cancelable operating lease obligations*


12,081



5,132



3,931



1,692



828



348



150Severance commitments**


460



460



















Other long-term liabilities


504



118



278



104



4







Total contractual cash obligations

$
13,066


$
5,724


$
4,216


$
1,796


$
832


$
348


$
150  62




---



##### Table of Contents



*
    
    Amounts for the years ended December 31, 2008 and 2009 have
    been reduced by approximately $316,000 and $194,000,
    respectively for rental payments which we expect to receive
    under
    sub-lease
    agreements. **
    
    These severance commitments are associated with the departure of
    a senior management member and other mid-management members in
    the fourth quarter of 2007.      Costs
    Associated with Pending Class Action Lawsuit
      Impact of
    Inflation
   63




---



##### Table of Contents



Recently Issued
    Accounting Pronouncements
    Item 7A.
    QUALITATIVE
    AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK  See
  Interest Rate and
    Debt Sensitivity
      Currency Exchange
    Rate Sensitivity
     64




---



##### 



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


66Consolidated Balance Sheets at December 31,
    2007 and 2006


67Consolidated Statements of Operations for the
    years ended December 31, 2007, 2006 and 2005


68Consolidated Statements of Changes in
    Stockholders Equity for the years ended December 31,
    2007, 2006 and 2005


69Consolidated Statements of Cash Flows for the
    years ended December 31, 2007, 2006 and 2005


71Notes to Consolidated Financial Statements


72   65




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM    Internal Control 
    Integrated Framework
        
   66




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.
 CONSOLIDATED
    BALANCE SHEETS
 (In thousands, except share
    data)
  December 31,2007


2006ASSETSCurrent assets:Cash and cash equivalents

$
57,949


$
20,873Investments in marketable securities






16,167Accounts receivable trade, net (net of allowances of $2,309 and
    $1,875 at December 31, 2007 and 2006, respectively)


29,162



23,485Prepaid expenses and other current assets


3,907



1,550Deferred tax assets, current


3,985



4,905Total current assets


95,003



66,980Property and equipment, net


7,214



6,447Other intangible assets, net


16,207



17,644Goodwill


74,584



70,149Deferred tax assets, long-term


21,110



17,740Security deposits and other long-term assets


847



884Total assets

$
214,965


$
179,844LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
5,011


$
4,283Accrued expenses and other current liabilities


18,817



15,141Income taxes payable


4,960



6,765Current portion of capital lease obligations


14



25Deferred tax liabilities, current


972



Deferred revenue


604



440Total current liabilities


30,378



26,654Capital lease obligations, long-term


7



22Deferred tax liabilities, long-term


4,772



3,457Income taxes payable, long-term


2,939



Other long-term liabilities


451



90Total liabilities


38,547



30,223Commitments and contingencies (Note 15)Stockholders equity:Common stock; par value $0.0001 per share;
    100,000,000 shares authorized; 26,307,492 and
    25,490,221 shares issued and outstanding at
    December 31, 2007 and 2006, respectively


3



3Additional paid-in capital


299,334



290,459Accumulated deficit


(123,465
)


(136,176
)Accumulated other comprehensive income (loss), net of tax


677



(4,534
)Treasury stock, at cost Common stock 
    9,643 shares


(131
)


(131
)Total stockholders equity


176,418



149,621Total liabilities and stockholders equity

$
214,965


$
179,844    67




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.
 CONSOLIDATED
    STATEMENTS OF OPERATIONS
 (In thousands, except per
    share data)
  Years Ended
    December 31,2007


2006


2005Net revenues

$
129,013


$
100,342


$
89,179Cost of revenues


32,713



24,086



24,327Gross profit


96,300



76,256



64,852Operating expenses:Selling, general and administrative


61,437



44,730



40,682Panel acquisition


3,333



5,527



3,762Depreciation and amortization


8,852



9,225



6,965Research and development


4,509



3,864



2,836Impairment and restructuring charges






236



91,758Total operating expenses


78,131



63,582



146,003Operating income (loss)


18,169



12,674



(81,151
)Other income (expense):Interest income (expense), net


708



109



(507
)Gain on sale of marketable securities


1,105







Other, net


(475
)


(310
)


(54
)Total other income (expense), net


1,338



(201
)


(561
)Income (loss) before income taxes


19,507



12,473



(81,712
)Provision (benefit) for income taxes


6,566



4,019



(15,753
)Net income (loss)

$
12,941


$
8,454


$
(65,959
)Net income (loss) per share available to common stockholders:Basic

$
0.50


$
0.33


$
(2.72
)Diluted

$
0.48


$
0.33


$
(2.72
)Weighted average shares outstanding:Basic


25,855



25,386



24,217Diluted


27,041



25,698



24,217    68




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.
 CONSOLIDATED
    STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
 (In thousands)
  AdditionalCommon
    Stock


Paid-In


Treasury
    Stock-CommonShares


Amount


Capital


Shares


AmountBalance at December 31, 2004


21,001


$
2


$
204,635



9


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


12







149Exercise of warrants


17



Shares purchased by executive officers of Rapidata.net


32







600Shares purchased by executive officers of Zing Wireless


196







3,600Shares issued in conjunction with acquisition of Ciao


3,947



1



79,697Exercise of stock options


98







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


25,303



3



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


25







125Exercise of stock options


162







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


25,490



3



290,459



9



(131
)Year ended December 31, 2007:Net income for the yearWindfall tax benefit on stock option exercises










179Issuance of shares related to Employee Stock Purchase Plan


16







143Exercise of stock options


801







5,088Stock-based compensation










3,465Unrealized gain on available-for-sale securities, net of related
    income tax effectsTranslation adjustments, net of related income tax effectsComprehensive incomeBalance at December 31, 2007


26,307


$
3


$
299,334



9


$
(131
)    69




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.
 CONSOLIDATED
    STATEMENTS OF CHANGES IN STOCKHOLDERS
    EQUITY  (Continued)
 (In thousands)
  AccumulatedUnearned





Other


TotalStock Based


Accumulated


Comprehensive


Stockholders


ComprehensiveCompensation


Deficit


Income
    (Loss)


Equity


Income
    (Loss)Balance 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 StockPurchase 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) (Note 12)


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
)


149,621Year ended December 31, 2007:Net income for the year






12,941







12,941


$
12,941Cumulative effect of a change in accounting principle
    (Note 13)






(230
)






(230
)


Windfall tax benefit on stock option exercises














179



Issuance of shares related to Employee Stock Purchase Plan














143



Exercise of stock options














5,088



Stock-based compensation














3,465



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










(165
)


(165
)


(165
)Translation adjustments, net of related income tax effects










5,376



5,376



5,376Comprehensive income

















$
18,152Balance at December 31, 2007

$



$
(123,465
)

$
677


$
176,418    70




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 (In thousands)
  Years Ended
    December 31,2007


2006


2005Cash flows from operating activities:Net income (loss)

$
12,941


$
8,454


$
(65,959
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Deferred income tax provision (benefit)


(2,106
)


147



(18,392
)Depreciation and amortization


12,384



12,180



9,347Stock-based compensation


3,465



2,524



872Gain on sales of marketable securities


(1,105
)






Management change costs










1,037Restructuring charges






236



379Impairment of goodwill and other intangible assets










91,379(Gain) loss on disposal of property and equipment


(12
)


73



55Provision for doubtful accounts


914



59



575Changes in assets and liabilities, net of acquisitions:Accounts receivable


(5,715
)


(4,215
)


(350
)Deferred project costs


35



288



(286
)Other current assets


(1,725
)


(122
)


443Security deposits


155



514



(242
)Other long-term assets


(135
)


(36
)


(35
)Accounts payable


661



929



(805
)Accrued expenses


3,023



1,452



3,161Other current and long-term liabilities


926



(222
)


758Payments of management change costs


(319
)


(594
)


(124
)Payments of restructuring charges






(583
)


(32
)Income taxes payable


(1,821
)


2,299



1,755Deferred project revenues


160



51



125Net cash provided by operating activities


21,726



23,434



23,661Cash flows from investing activities:Purchases of marketable securities


(22,609
)


(20,569
)


(8,249
)Sales of marketable securities


40,738



5,695



25,649Proceeds from sale of property and equipment


24



30



11Purchases of businesses, net of cash acquired










(113,645
)Additions to property and equipment and intangibles


(10,362
)


(4,923
)


(5,474
)Net cash provided by (used in) investing activities


7,791



(19,767
)


(101,708
)Cash flows from financing activities:Proceeds from borrowings under credit facility










18,848Repayments under credit facility










(18,848
)Proceeds of options exercised


5,039



387



244Proceeds of employee stock purchase plan


153



127



151Excess tax deduction on stock option exercises


179







Contribution to capital










27Net proceeds from issuance of common stock in connection with
    business acquisitions










4,200Principal payments under capital lease obligations


(25
)


(4,309
)


(1,622
)Other, net


(12
)


(49
)


(65
)Net cash provided by (used in) financing activities


5,334



(3,844
)


2,935Effects of exchange rate changes on cash and cash equivalents


2,225



427



(347
)Net increase (decrease) in cash and cash equivalents


37,076



250



(75,459
)Cash and cash equivalents at beginning of the year


20,873



20,623



96,082Cash and cash equivalents at end of the year

$
57,949


$
20,873


$
20,623Supplemental disclosures of cash flow information:Cash paid during the year for:Interest

$
39


$
427


$
1,574Income taxes


10,313



1,572



866Supplemental Schedule of Non-cash Investing and Financing
    Activities:Purchase of equipment and internal use software financed through
    capital lease obligations

$



$
263


$
2,385Issuance of Common Stock for business acquisition










79,697    71




---



##### 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
  ®
  Comparison
    Shopping
  in-language e-commerce
  Segment
    Information
   72




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Basis
    of Consolidation
    Reclassifications
    Expansion
   73




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Follow-on
    Public Offering
    Liquidity,
    and Capital Resources
        Note 2 
    Summary of
    Significant Accounting Policies:    Revenue Recognition.
  e-commerce cost-per-click-through
 74




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Cost of Revenues.
  Cash and Cash Equivalents.
  Investments in Marketable Securities.
  Translation of Foreign Currencies.
  Concentration of Credit Risk.
 75




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Accounts Receivable Allowances.
  Property and Equipment.
 76




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Goodwill and Other Intangible Assets.
    Long-lived Assets.
  Restructuring. Accounting
    for Costs Associated with Exit or Disposal Activities
 77




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Software Costs. 98-1, Accounting for the Costs of Computer Software Developed
    or Obtained for Internal Use (SOP 98-1)
    Income Taxes.
  Fair Value of Financial Instruments.
  Panelist Incentives.
 78




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Panel Acquisition.
  Research and Development.
  Stock-Based Compensation. Share-Based
    Payment, 25
    Accounting for Stock Issued to Employees
     79




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Transition Election
    Related to Accounting for Tax Effects of Share-Based Payment
    Awards,
  Use of Estimates.
  Recently
    Issued Accounting Standards
  Fair Value Measurements.
  Fair Value Option for Financial Assets and Financial
    Liabilities.
 80




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Business Combinations.
  Noncontrolling Interests.
  Note 3 
    Earnings per
    Share:  Net Income (Loss) per Share.
 81




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended
    December 31,2007


2006


2005Weighted average number of common and potential common shares
    outstanding:Basic number of common shares outstanding


25,855



25,386



24,217Dilutive effect of stock option grants


1,186



312



Diluted number of common and potential common shares outstanding


27,041



25,698



24,217   Note 4 
    Accumulated Other
    Comprehensive Income (Loss):    December 31,


December 31,2007


2006Cumulative translation adjustment

$
677


$
(4,699
)Unrealized gain on available-for-sale securities, net of
    deferred taxes of $114 at December 31, 2006






165Total accumulated other comprehensive income (loss)

$
677


$
(4,534
)   Note 5 
    Prepaid Expenses
    and Other Current Assets:    December 31,2007


2006Prepaid maintenance and license contracts

$
414


$
273Prepaid expenses


685



422Prepaid insurance


497



461Deferred project costs


66



97Prepaid taxes


711



168Interest receivable


1,286



35Other


248



94$
3,907


$
1,550  82




---



##### Table of Contents



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


December 31,Life-Years


2007


2006Computer and data processing equipment


2-4


$
13,302


$
14,070Leasehold improvements


2-5
*


2,445



1,955Furniture and fixtures


7-8



2,597



2,512Telephone system


4-5



1,123



1,121Automobile(s)


4



14



4319,481



19,701Less: Accumulated depreciation






(12,267
)


(13,254
)Property and equipment, net





$
7,214


$
6,447    *
    
    Lesser of the estimated life of the asset or the term of the
    underlying lease.    Note 7 
    Goodwill and
    Other Intangible Assets:  Goodwill
   83




---



##### Table of Contents



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



70,149Goodwill adjustment****














(59
)






(59
)Foreign currency translation adjustment














1,084



3,410



4,494Balance as of December 31, 2007

$
5,050


$
25,749


$
354


$
10,475


$
32,956


$
74,584    *
    
    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
    (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.
    Refer to 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.****
    
    Goodwill associated with the Ciao acquisition has been adjusted
    by $59,000 to reflect an increase in our foreign deferred tax
    assets associated with NOLs acquired as a result of our Ciao
    acquisition. 84




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##### Table of Contents



GREENFIELD ONLINE,
    INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Other
    Intangible Assets
    As of
    December 31, 2007


As of
    December 31, 2006Estimated


Gross








GrossUseful


Carrying


Accumulated


Net


Carrying


Accumulated


NetLife-Years


Cost


Amortization


Amount


Cost


Amortization


AmountInternal use software


2-3


$
11,800


$
4,845


$
6,955


$
5,521


$
2,117


$
3,404Other software acquired


0.42



159



159







159



159



Panel members*


3-4



6,986



5,295



1,691



6,819



3,399



3,420Backlog


0.25















447



447



Affiliate network


3



347



333



14



347



217



130Customer relationships


5



8,455



4,707



3,748



7,694



2,761



4,933Non-competition agreements


2.75-3



2,806



2,789



17



2,578



1,652



926Domain names and service marks


5-10



8,025



4,243



3,782



7,242



2,411



4,831Other intangible assets, net





$
38,578


$
22,371


$
16,207


$
30,807


$
13,163


$
17,644   *
    
    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.       85




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Amount2008

$
8,9422009

$
5,8542010

$
1,2102011

$
532012

$
52   Note 8 
    Acquisitions of
    Businesses:  Rapidata.net
    Acquisition
   86




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Zing
    Wireless Acquisition
    Ciao
    Acquisition
   87




---



##### 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






7,498Goodwill*


25,749



134,260Total 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, 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
    and $59,000 to reflect an increase in our foreign deferred tax
    assets associated with NOLs acquired as a result of the Ciao
    acquisition. 88




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     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      *
    
    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.    (Unaudited)Pro
    FormaYear EndedDecember 31,(In thousands,
    except per share data)

2005Net revenues

$
96,973Operating loss*

$
(81,366
)Net loss

$
(66,696
)Net loss per share available to common stockholders:Basic

$
(2.64
)Diluted

$
(2.64
)Weighted average shares outstanding:Basic


25,256Diluted


25,256    *
    
    Included in pro forma operating loss for the year ended
    December 31, 2005 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 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. 89




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Note 9 
    Accrued Expenses
    and Other Current Liabilities:    December 31,2007


2006Accrued payroll, bonus and commissions

$
6,573


$
4,710Panelist and respondent incentives


6,019



4,905Accrued panel costs


46



237Real-Time Sampling accruals


359



162Accrued management change severance costs


460



490Non-income tax accruals


1,458



1,387Software license liability


349



332Accrued search engine marketing and advertising costs


295



Accrued audit and tax costs


665



717Outside sample accruals


951



643Other


1,642



1,558$
18,817


$
15,141       Note 10 
    Revolving Credit
    Facility:  SVB Credit Facility.
 90




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Commerce Bank Credit Facility.
     91




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 11 
    Stockholders
    Equity:  Common
    Stock
    Warrants
    Note 12 
    Stock-Based
    Compensation:    Unearned
    Stock-Based Compensation
     92




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2004
    Employee Stock Purchase Plan
        Bulletin No. 97-1
 93




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stock
    Options
  1999
    Stock Option Plan
      2004
    Equity Incentive Plan
     94




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2005
    Inducement Options
    Modification
    of certain option grants
        Stock-Based
    Compensation and adoption of SFAS 123(R)
   95




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Year Ended
    December 31,2007


2006


2005*Cost of revenues

$
234


$
290


$
177Research and development expenses


223



65



Selling, general and administrative expenses


3,008



2,169



695Pre-tax stock-based compensation expense

$
3,465


$
2,524


$
872    *
    
    Amounts recorded in 2005 were recorded under APB 25. 96




---



##### Table of Contents



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


2004 Equity
    Incentive PlanWeighted











WeightedWeighted


Average








Weighted


AverageAverage


Remaining


(000s)





Average


Remaining


(000s)Exercise


Contractual


Aggregate





Exercise


Contractual


AggregateNumber of


Price


life


Intrinsic


Number of


Price


life


IntrinsicShares


Per
    Share


(in
    years)


Value


Shares


Per
    Share


(in
    years)


ValueOutstanding at December 31, 2006


379,805


$
7.15











3,087,792


$
10.34Granted





$







$




742,500


$
15.43






$
7.28Canceled/expired


(6,521
)

$
9.54











(268,527
)

$
11.88Exercised*


(177,784
)

$
1.52











(563,990
)

$
7.98Outstanding at December 31, 2007


195,500


$
12.18



5.2


$
1,368



2,997,775


$
11.91



5.4


$
9,006Exercisable at December 31, 2007


195,500


$
12.18



5.2


$
1,368



1,507,082


$
12.61



4.9


$
3,309Exercisable at December 31, 2007 and unvested options
    expected to vest


195,500


$
12.18



5.2


$
1,368



2,779,214


$
11.94



5.3


$
8,223Available for future option grants at December 31, 2007


23,054















312,541   2005 Inducement
    GrantsWeightedWeighted


AverageAverage


Remaining


(000s)Exercise


Contractual


AggregateNumber of


Price


life


IntrinsicShares


Per
    Share


(in
    years)


ValueOutstanding at December 31, 2006


675,000


$
5.29Granted





$







$
Canceled/expired





$
Exercised*


(63,200
)

$
5.02Outstanding at December 31, 2007


611,800


$
5.31



4.9


$
5,687Exercisable at December 31, 2007


433,869


$
5.32



4.9


$
4,030Exercisable at December 31, 2007 and unvested options
    expected to vest


592,156


$
5.31



4.9


$
5,504    *
    
    The total intrinsic value of options exercised during the year
    ended December 31, 2007 was approximately $7.4 million
    for all grants under the 1999 Plan, the 2004 Equity Plan and the
    2005 Inducement Grants, combined.     97




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Year Ended
    December 31, 20072004EquityPlanRisk-free interest rate


4.99
%Weighted average expected life (years)


4.66Volatility factor


48.87
%Expected dividend yield


   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
   98




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fair
    Value Disclosures  Prior to SFAS 123(R)
    Adoption.
        Year
    EndedDecember 31,
    2005Net loss as reported

$
(65,959
)Add: Stock-based employee compensation expense included in net
    loss as recorded


872Deduct: Total stock-based employee compensation expense
    determined under the fair value method for all awards, net of
    related tax effects


(14,039
)Pro forma net loss

$
(79,126
)Loss per share as reported:Basic

$
(2.72
)Diluted

$
(2.72
)Pro forma loss per share:Basic

$
(3.27
)Diluted

$
(3.27
)  99




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year EndedDecember 31,2005Risk-free interest rate


3.98
%Weighted average expected life (years)


4Volatility factor


56
%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
  Note 13 
    Taxes on
    Income:    For The Years
    Ended December 31,2007


2006


2005Income (loss) before income taxes:Domestic

$
815


$
(87
)

$
1,030Foreign


18,692



12,560



(82,742
)$
19,507


$
12,473


$
(81,712
)Provision (benefit) for income taxes:Currently payable:Federal

$
267


$
1


$
496State


111



187



63Foreign


8,294



3,684



2,080Total current income tax provision


8,672



3,872



2,639Deferred tax provision (benefit):Federal


(1,719
)


(1,259
)


(16,239
)State


(117
)


(60
)


(2,639
)Foreign


(270
)


1,466



486Total deferred income tax provision (benefit)


(2,106
)


147



(18,392
)Total income tax provision (benefit)

$
6,566


$
4,019


$
(15,753
)  100




---



##### Table of Contents



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


December 31,2007


2006(In
    thousands)Deferred tax assets (liabilities):Net operating loss carryforwards

$
15,926


$
16,265Stock-based compensation


4,279



4,581Capitalized panel costs


681



449Intangible assets acquired


(3,295
)


(5,157
)Foreign exchange


(4,356
)


(875
)Fixed assets


1,333



1,281Federal and state tax credits


2,309



2,256Other deferred tax assets


2,616



589Net deferred tax asset


19,493



19,389Valuation allowance


(142
)


(201
)Total net deferred tax assets

$
19,351


$
19,188      101




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Year EndedDecember 31,2007(In
    thousands)Unrecognized tax benefits:Balance as of January 1, 2007

$
1,788Additions based on tax positions related to the current year


995Additions for tax positions of prior years


142Balance as of December 31, 2007

$
2,925            102




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        For The Years
    Ended December 31,2007


2006


2005Statutory federal income tax rate


35.0
%


35.0
%


35.0
%State income taxes, net of federal income tax benefit


(1.5
)


1.0



(0.4
)Foreign tax rate differential


(0.1
)


(4.2
)


(0.1
)Change in deferred tax asset valuation allowance


0.3



(0.1
)


22.2Goodwill impairment










(38.5
)Rate change


(1.5
)






0.4Other reconciling items


1.5



0.5



0.7Total


33.7
%


32.2
%


19.3
%   Note 14 
    Segment
    Reporting:   103




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     104




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For The Years
    Ended December 31,2007


2006


2005*Gross segment revenues:North American Internet survey solutionsThird-party revenues

$
70,459


$
60,353


$
63,886Inter-segment revenues


1,057



995



619Gross segment revenues

$
71,516


$
61,348


$
64,505Ciao Internet survey solutionsThird-party revenues

$
24,388


$
20,152


$
16,686Inter-segment revenues


8,910



7,975



3,634Gross segment revenues

$
33,298


$
28,127


$
20,320Ciao comparison shopping **Third-party revenues

$
34,166


$
19,837


$
8,607Inter-segment revenues


487







Gross segment revenues

$
34,653


$
19,837


$
8,607Net revenues:North American Internet survey solutions***

$
71,516


$
61,348


$
64,505Ciao Internet survey solutions


33,298



28,127



20,320Ciao comparison shopping


34,653



19,837



8,607Elimination of inter-segment revenues


(10,454
)


(8,970
)


(4,253
)Total net revenues

$
129,013


$
100,342


$
89,179Segment operating income (as defined above):North American Internet survey solutions

$
14,741


$
13,931


$
17,135Ciao Internet survey solutions


9,441



10,035



7,972Combined Internet survey solutions


24,182



23,966



25,107Ciao comparison shopping


18,343



11,406



4,565Segment operating income


42,525



35,372



29,672Depreciation and amortization


(12,384
)


(12,180
)


(9,347
)Impairment charges










(91,379
)Stock-based compensation


(3,465
)


(2,524
)


(872
)Restructuring charges






(236
)


(379
)Management change severance charges


(596
)


(568
)


(1,037
)Corporate costs


(7,911
)


(7,190
)


(7,809
)Total operating income (loss)


18,169



12,674



(81,151
)Other income (expense), net


1,338



(201
)


(561
)Income (loss) before income taxes

$
19,507


$
12,473


$
(81,712
)    *
    
    We made significant acquisitions in February and April of 2005,
    and as such, twelve month year over year growth comparisons are
    not meaningful.**
    
    Prior to the separation of the Ciao Internet survey solutions
    and the Ciao comparison shopping businesses, the Ciao comparison
    shopping segment did not have any inter-segment revenues. The
    legal separation was completed, and effective May 1, 2007,
    the Ciao comparison shopping segment began recording
    inter-segment 105




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  revenues from the sale of panelists to the Ciao Internet survey
    solutions segment, which panelists are sourced from the Ciao
    comparison shopping portals.***
    
    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 31,2007


2006Total Assets:North American Internet survey solutions

$
97,242


$
88,416Ciao Internet survey solutions


40,955



37,072Ciao comparison shopping


76,768



54,356Total assets

$
214,965


$
179,844Long-Lived Assets by Major Country:United States

$
7,727


$
6,167Germany


5,072



2,470Other, all foreign


1,370



1,214Total long-lived assets*

$
14,169


$
9,851    *
    
    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, 2007:Total cash additions to long-lived assets

$
5,733


$
608


$
4,021


$
10,362Year 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


$
7,859  106




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For The Years
    Ended December 31,2007


2006


2005Revenues by Major Country:United States

$
70,459


$
60,353


$
63,886Germany


31,190



20,473



12,447United Kingdom


16,844



12,460



8,286Other, all foreign


10,520



7,056



4,560$
129,013


$
100,342


$
89,179   Note 15 
    Commitments and
    Contingencies:  Lease
    Commitments and Obligations
    Fiscal Years Ending December 31,

Capital


Operating*2008

$
15


$
5,1322009


8



3,9312010






1,6922011






8282012






3482013 and thereafter






150Total minimum lease payments


23


$
12,081Amount representing interest


(2
)Present value of minimum capital lease payments

$
21    *
    
    Amounts for the years ended December 31, 2008 and 2009 have
    been reduced by approximately $316,000 and $194,000,
    respectively for expected rental payments to be received under
    sub-lease agreements.     107




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Legal
    Contingencies
    Rule 10b-5
      Note 16 
    Management
    Change:   108




---



##### Table of Contents



GREENFIELD ONLINE,
    INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Note 17 
    Restructuring
    Program:     109




---



##### 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


$



$
379Payments of restructuring charges


(32
)






(32
)Balance at December 31, 2005


347







347Provision


80



156



236Payments of restructuring charges


(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.    Note 18 
    Employee Benefit
    Plan:     110




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##### Table of Contents



GREENFIELD ONLINE,
    INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Quarterly
    Financial Data (unaudited):
    QuarterFiscal Year Ended
    December 31, 2007(1)

First


Second


Third


FourthNet revenues

$
27,469


$
30,826


$
32,325


$
38,393Cost of revenues


7,139



8,258



8,624



8,692Gross profit


20,330



22,568



23,701



29,701Operating expenses


17,313



18,158



19,013



23,647Operating income


3,017



4,410



4,688



6,054Other income, net


120



402



114



702Income before income taxes


3,137



4,812



4,802



6,756Provision for income taxes


1,178



1,712



1,479



2,197Net income

$
1,959


$
3,100


$
3,323


$
4,559Net income per share  basic and diluted:Basic

$
0.08


$
0.12


$
0.13


$
0.17Diluted

$
0.07


$
0.11


$
0.12


$
0.17Weighted average shares outstanding:Basic


25,527



25,702



25,978



26,206Diluted


26,461



27,004



27,088



27,239    (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, 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



5,160Other (expense) income, net


(115
)


(121
)


44



(9
)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. 111




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##### Table of Contents



Item 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    Item 9A.
    CONTROLS
    AND PROCEDURES  Evaluation of
    Disclosure Controls and Procedures
  Rule 13a-15(b) Rules 13a-15(e) 15d-15(e)
  Changes in
    Internal Control over Financial Reporting
    Form 10-K
  Managements
    Report on Internal Control Over Financial Reporting
    Form 10-K.
  Item 9B.
    OTHER
    INFORMATION   112




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##### Table of Contents



PART III  Item 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE        http://www.greenfield.com Investor Relations Corporate Governance Documents and Charters http://ir.greenfield.com/documents.
  Item 11.
    EXECUTIVE
    COMPENSATION    Item 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    Item 13.
    CERTAIN
    RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE    Item 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES   113




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##### Table of Contents



PART IV  Item 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES    Form 10-K.
  Form 10-K.
  Form 10-K.
 114




---



##### Table of Contents



SIGNATURES
    GREENFIELD
    ONLINE, INC.
  /s/  ALBERT
    ANGRISANI     
       /s/  ALBERT
    ANGRISANIAlbert
    Angrisani, Director, President and Chief Executive Officer

/s/  BURTON
    J. MANNINGBurton
    J. Manning, Director/s/  JOEL
    R. MESZNIKJoel
    R. Mesznik, Director

/s/  LISE
    J. BUYERLise
    J. Buyer, Director/s/  CHARLES
    W. STRYKERCharles
    W. Stryker, Director

/s/  JOSEPH
    A. RIPPJoseph
    A. Ripp, Director  115




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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





Amended and Restated 2004 Equity Incentive Plan. (Filed as
    exhibit 99.1 to our Registration Statement on
    Form S-8
    (File
    No. 333-143302)
    filed on May 25, 2007.)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. 116




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##### Table of Contents



ExhibitNumber



Exhibit Description10
.23**





Agreement to Lease, dated March 3, 2004, by and between M/s
    Unitech Business Parks Limited and M/s Greenfield Online PVT.
    Ltd.10
.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.) 117




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##### Table of Contents



ExhibitNumber



Exhibit Description10
.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.)10
.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. (Filed as
    exhibit 10.61 to our Current Report on
    Form 8-K
    dated July 25, 2006).10
.62





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





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





Piening Separation Agreement. (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 as exhibit 10.65 to our
    Annual Report on
    Form 10-K
    for the year ended December 31, 2006).10
.66





Sale Bonus Agreement between Greenfield Online, Inc., SRVY
    Acquisition GmbH, and Ciao GmbH, and Daniel Keller, dated
    January 31, 2007 (Filed as exhibit 10.66 to our Annual
    Report on
    Form 10-K
    for the year ended December 31, 2006).10
.67





Managing Director Agreement between Ciao GmbH and Stephan
    Musikant, dated January 31, 2007 (Filed as
    exhibit 10.67 to our Annual Report on
    Form 10-K
    for the year ended December 31, 2006).10
.68





Sale Bonus Agreement between Greenfield Online, Inc., SRVY
    Acquisition GmbH, and Ciao GmbH, and Stephan Musikant, dated
    January 31, 2007 (Filed as exhibit 10.68 to our Annual
    Report on
    Form 10-K
    for the year ended December 31, 2006).10
.69





Amendment No. 2 with an effective date of January 1,
    2007, to the Employment Agreement dated September 28, 2005
    between Greenfield Online, Inc. and Albert Angrisani and amended
    by Amendment No. 1 with an effective date of
    December 1, 2005. (Filed as exhibit 10.69 to our
    Current Report on
    Form 8-K
    dated April 27, 2007).10
.70





Amendment No. 1 to the Employment Agreement between
    Greenfield Online, Inc., and David St. Pierre, with an effective
    date of April 23, 2007 (Filed as exhibit 10.70 to our
    Current Report on
    Form 10-Q
    for the quarter ended March 31, 2007). 118




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##### Table of Contents



ExhibitNumber



Exhibit Description10
.71





Separation Agreement with Nicolas Metzke with an effective date
    of December 31, 2007. (Filed herewith).17
.1





Letter from Peter Sobiloff on resignation from the board of
    directors. (Filed as exhibit 17.1 to our Current Report on
    Form 8-K
    dated November 2, 2007).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).32
.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. 119




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    ON
    FINANCIAL STATEMENT SCHEDULES
     Form 10-K, Form 10-K.
  
    120




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##### Table of Contents



SCHEDULE II
  GREENFIELD ONLINE,
    INCVALUATION AND QUALIFYING ACCOUNTS (In
    thousands)
  Balance at


Charged to


Charged to





Balance atBeginning


Costs and


Other





Endof
    Period


Expenses


Accounts


Deduction


of
    PeriodYear ended December 31, 2007:Allowance for doubtful accounts (deducted from accounts
    receivable)

$
808


$
914


$



$
(742
)(b)

$
980Allowance for customer credits (deducted from accounts
    receivable)

$
1,067


$
2,266
(a)





$
(2,004
)(c)

$
1,329Valuation allowance for deferred tax asset

$
201


$



$



$
(59
)(d)

$
142Year ended December 31, 2006:Allowance for doubtful accounts (deducted from accounts
    receivable)

$
857


$
59


$



$
(108
)(e)

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

$
591


$
1,965
(f)





$
(1,489
)(g)

$
1,067Valuation allowance for deferred tax asset

$
1,481


$



$



$
(1,280
)(h)

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

$
153


$
575


$
376
(i)

$
(247
)(j)

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

$
276


$
1,001
(k)





$
(686
)(l)

$
591Valuation allowance for deferred tax asset

$
19,817


$



$
84
(m)

$
(18,420
)(m)

$
1,481    (a)
    
    The increase in the allowance for
    customer credits for the year ended December 31, 2007
    resulted from volume rebates of $631,000, cash discounts of
    $1.5 million and other promotional and customer credits of
    $173,000, all of which were charged against revenues.(b)
    
    The decrease in the allowance for
    doubtful accounts for the year ended December 31, 2007
    resulted from write-offs of $781,000 relating primarily to
    many smaller customers of our comparison shopping business,
    offset by currency rate fluctuations of $39,000.(c)
    
    The decrease in the allowance for
    customer credits for the year ended December 31, 2007
    resulted from customers utilizing volume rebates of $468,000,
    cash discounts of approximately $1.5 million and other
    promotional and customer credits of $88,000, offset by currency
    rate fluctuations of $41,000.(d)
    
    The reduction in the valuation
    allowance for the year ended December 31, 2007 resulted
    from the release of approximately $120,000 of our previously
    recorded foreign valuation allowance, which was partially offset
    by the recording of a current period valuation allowance of
    approximately $61,000. The valuation allowance released during
    the year ended December 31, 2007 was recorded as a
    reduction to goodwill.(e)
    
    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.(f)
    
    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.(g)
    
    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.(h)
    
    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 $150,000. 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. 121




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##### Table of Contents



(i)
    
    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.(j)
    
    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.(k)
    
    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.(l)
    
    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.(m)
    
    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
    $72,000 relating to a valuation allowance increase against
    certain foreign deferred tax assets. 122