CAUTIONARY STATEMENT

This report contains forward-looking statements based on our current expectations, estimates and projections about our industry, management's beliefs, and certain assumptions made by us. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "may," "will" and variations of these words or similar expressions are intended to identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Such statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors. The section entitled "Risk Factors" in this Form 10-Q and similar discussions in our Annual Report on Form 10-K for the year ended December 31, 2007, and in our other SEC filings, discuss some of the important risk factors that may affect our business, results of operations and financial condition. You should carefully consider those risks, in addition to the other information in this report, and in our other filings with the SEC, before deciding to invest in our company or to maintain or increase your investment. We undertake no obligation to revise or update publicly any forward-looking statements for any reason. The information contained in this Form 10-Q is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the SEC that discuss our business in greater detail and advise interested parties of certain risks, uncertainties and other factors that may affect our business, results of operations or financial condition.

OVERVIEW

ValueClick, Inc. and its subsidiaries (collectively "ValueClick" or "the Company" or in the first person, "we", "us" and "our") is one of the world's largest and most comprehensive online marketing services companies. We sell targeted and measurable online advertising campaigns and programs for advertisers and advertising agency customers, generating qualified customer leads, online sales and increased brand recognition on their behalf with large numbers of online consumers.

Our customers are primarily direct marketers, brand advertisers and the advertising agencies that service these groups. The proposition we offer our customers includes: one of the industry's broadest online marketing services portfolios, including performance-based campaigns and programs where marketers only pay for advertising when it generates a customer lead or product sale; our ability to target campaigns to reach the online consumers our customers are most interested in; and, the scale at which we can deliver results for online advertising campaigns. Additionally, our networks of online publishers provide advertisers with a cost-effective and complementary source of online consumers relative to online portals and other large website publishers. Through this approach we have become an industry leader in generating qualified customer leads, online sales and increased brand recognition for advertisers.

We generate the audiences for our advertisers' campaigns primarily through networks of third-party websites and other online publisher partners. We aggregate our publisher partners' online advertising inventory into networks, optimize these networks for specific marketing goals, and deliver the campaigns across the appropriate networks' advertising inventory. We are one of the industry's largest online network providers, with: industry expertise and proprietary technology platforms for online advertising inventory aggregation; campaign targeting and optimization, delivery, measurement, and reporting; and, payment settlement and delivery services.

Our publisher partners enjoy efficient and effective monetization of their online advertising inventory through: representation by our direct sales teams in major U.S. and European media markets; participation in large-scale advertiser and advertising agency campaigns they may not have access to on their own; enhanced monetization through our proprietary campaign optimization technology; and settlement services to facilitate payments to publishers for the online inventory utilized by the advertisers. As we do not primarily own and operate websites that compete directly with our publisher partners for online consumers, we act as a trusted partner in helping publishers monetize their online audience and advertising inventory.

We believe that the effectiveness of our online marketing services is dependent upon the quality of our networks and our publisher partner relationships. As such, we have established stringent quality standards that include publisher rejection from our networks due to inappropriate content, illegal activity and fraudulent clicking activity, among other criteria. We

enforce these quality standards using a combination of manual and automated auditing processes that continually monitor and review both website content and adherence to advertiser campaign specifications.

We derive our revenue from four business segments. These business segments are presented on a worldwide basis and include Media, Affiliate Marketing, Comparison Shopping & Search, and Technology, which are described in more detail below.

MEDIA

ValueClick's Media segment provides a comprehensive suite of online marketing services and tailored programs that help marketers create and increase awareness for their products and brands, attract visitors and generate leads and sales through the Internet. We provide powerful offerings to advertisers and advertising agency customers in the following product categories: display advertising, lead generation marketing, and email marketing. Our Media services are sold on a variety of pricing models, including cost-per-lead ("CPL"), cost-per-action ("CPA"), cost-per-thousand-impression ("CPM"), and cost-per-click ("CPC"). We also sell a limited number of consumer products directly to end-user customers through a small number of Company-owned e-commerce websites. As discussed in note 15 to our condensed consolidated financial statements, we sold our e-commerce business subsequent to September 30, 2008.

AFFILIATE MARKETING

Through the combination of: a large-scale pay-for-performance model built on our proprietary technology platforms; marketing expertise; and a large, quality advertising network, our Affiliate Marketing business enables advertisers to develop their own fully-commissioned online sales force comprised of third-party affiliate publishers. We believe we are the largest provider of affiliate marketing services. Our Affiliate Marketing services are offered through our Commission Junction subsidiary. Affiliate Marketing segment revenues are principally driven by a combination of fixed fees and variable compensation that is generally based on either a percentage of commissions paid to affiliates or on a percentage of transaction revenue generated from the programs managed with our Affiliate Marketing platforms.

COMPARISON SHOPPING & SEARCH

Our online comparison shopping services enable consumers to research and compare products from among thousands of online and/or offline merchants using our proprietary technologies. We gather product and merchant data and organize it into comprehensive catalogs on our destination websites, along with relevant consumer and professional reviews and other relevant information. Our services are free for consumers, and our customers primarily pay us on a CPC basis for traffic delivered to the customers' websites from listings on our websites. Our paid search offerings generate traffic primarily through syndication relationships with other search engines, Web portals and content websites. Search syndication revenues are driven primarily on a CPC basis. Our Comparison Shopping & Search segment services are offered primarily through our Pricerunner, MeziMedia and Search123 subsidiaries. Pricerunner operates comparison shopping destination websites in the United Kingdom, Sweden, the United States, Germany, France, Denmark, and Austria. MeziMedia, acquired in July 2007, operates comparison shopping destination websites in the United States, Japan, and Europe, primarily under the Smarter.com, Shopica.com and Couponmountain.com brand names.

TECHNOLOGY

Our Technology segment provides advertisers, advertising agencies, website publishers, and other companies with the tools they need to effectively manage both their business operations and marketing programs. Our Technology products and services are offered through our Mediaplex and Mediaplex Systems subsidiaries. As discussed in note 15 to our condensed consolidated financial statements, Mediaplex Systems was sold subsequent to September 30, 2008.

Our Mediaplex subsidiary is an application services provider ("ASP") offering technology products and services that enable advertisers and advertising agencies to implement and manage their online advertising across multiple channels including display, email, paid search, natural search, on-site, offline and affiliate. Mediaplex's MOJOŽ product suite is supported by a single proprietary technology platform, which has the ability to manage all aspects of online advertising from campaign implementation to real-time behavioral targeting to enterprise-level cross channel analysis. Revenues are primarily driven by software access and usage fees which are priced on a CPM basis.

Our Mediaplex Systems subsidiary is an ASP that uses proprietary technology to deliver Web-based enterprise management systems to advertising agencies, marketing communications companies, public relations agencies, and other large corporate advertisers. The solutions that Mediaplex Systems provides span two primary categories-agency management and media management. Mediaplex Systems' revenue is generated primarily from monthly service fees paid by customers over the contractual service periods.

SEGMENT OPERATING RESULTS

In the second quarter of 2008, we changed our internal reporting structure, which resulted in changes in our reportable segments to include our Search 123 product (which was previously included in the Affiliate Marketing segment) with the Comparison Shopping segment (renamed "Comparison Shopping & Search") in order to present search traffic-based businesses in one segment. In accordance with Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information" ("SFAS 131"), all prior period segment information has been revised to conform to the new segment presentation.

The following table provides revenue, cost of revenue, gross profit, operating expenses, and income from operations information for each of our four business segments. Segment income from operations, as shown below, is the performance measure used by management to assess segment performance and excludes the effects of: stock-based compensation, amortization of intangible assets and corporate expenses. Corporate expenses consist of those costs not directly attributable to a business segment, and include: salaries and benefits for our executive, finance, legal, corporate governance, human resources, and facilities organizations; fees for professional service providers including audit, tax, Sarbanes-Oxley compliance and certain corporate-related legal fees; insurance; and, other corporate expenses. A reconciliation of segment income from operations to consolidated income from operations and a reconciliation of segment revenue to consolidated revenue are also provided in the following table.

                                              Three-month Period          Nine-month Period
                                             Ended September 30,         Ended September 30,
                                              2008          2007          2008          2007
                                                (in thousands)              (in thousands)
Media
Revenue                                    $    78,735    $  85,602    $   237,407    $ 294,961
Cost of revenue                                 37,065       35,130        108,075      113,547
Gross profit                                    41,670       50,472        129,332      181,414
Operating expenses                              22,785       33,269         76,081      114,437
Segment income from operations             $    18,885    $  17,203    $    53,251    $  66,977

Affiliate Marketing
Revenue                                    $    29,315    $  27,836    $    90,342    $  83,064
Cost of revenue                                  5,081        3,115         13,807        9,301
Gross profit                                    24,234       24,721         76,535       73,763
Operating expenses                              11,031       10,208         33,151       29,151
Segment income from operations             $    13,203    $  14,513    $    43,384    $  44,612

Comparison Shopping & Search
Revenue                                    $    36,580    $  35,703    $   139,091    $  62,305
Cost of revenue                                 10,484       11,363         36,071       20,993
Gross profit                                    26,096       24,340        103,020       41,312
Operating expenses                              18,760       16,129         69,989       29,763
Segment income from operations             $     7,336    $   8,211    $    33,031    $  11,549

Technology
Revenue                                    $     8,998    $   8,215    $    28,346    $  23,453
Cost of revenue                                  1,682        1,393          4,604        4,279
Gross profit                                     7,316        6,822         23,742       19,174
Operating expenses                               4,032        3,388         12,194       10,237
Segment income from operations             $     3,284    $   3,434    $    11,548    $   8,937

Reconciliation of segment income from
operations to consolidated income from
operations:
Total segment income from operations       $    42,708    $  43,361    $   141,214    $ 132,075
Corporate expenses                              (6,850 )     (5,714 )      (20,990 )    (19,423 )
Stock-based compensation                       (39,646 )     (4,594 )      (50,763 )    (13,152 )
Amortization of intangible assets               (7,139 )     (6,726 )      (22,678 )    (17,967 )
Consolidated income/(loss) from
operations                                 $   (10,927 )  $  26,327    $    46,783    $  81,533

Reconciliation of segment revenue to
consolidated revenue:
Media                                      $    78,735    $  85,602    $   237,407    $ 294,961
Affiliate Marketing                             29,315       27,836         90,342       83,064
Comparison Shopping & Search                    36,580       35,703        139,091       62,305
Technology                                       8,998        8,215         28,346       23,453
Inter-segment revenue                             (728 )       (464 )       (2,421 )     (1,291 )
Consolidated revenue                       $   152,900    $ 156,892    $   492,765    $ 462,492

RESULTS OF OPERATIONS-THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2008 COMPARED TO
SEPTEMBER 30, 2007

Revenue. Consolidated revenue for the three-month period ended September 30, 2008 was $152.9 million, representing a 2.5% decrease over the same period in 2007 of $156.9 million.

Media segment revenue decreased to $78.7 million for the three-month period ended September 30, 2008 compared to $85.6 million for the same period in 2007. The decrease of $6.9 million, or 8.0%, in Media segment revenue was attributable to a decrease in lead generation marketing revenue, partially offset by an increase in our display advertising business. We believe the decrease in our lead generation marketing revenue was primarily due to the ongoing effects of the FTC inquiry into this business, which is described in our Form 10-K for the year ended December 31, 2007. While the FTC inquiry has been resolved, we have not returned to the level of lead generation marketing revenue we were generating prior to the FTC inquiry.

Affiliate Marketing segment revenue increased to $29.3 million for the three-month period ended September 30, 2008 compared to $27.8 million in the same period in 2007. This increase of $1.5 million, or 5.3%, was primarily due to an increase in transaction volumes associated with both new and existing customers.

Comparison Shopping & Search segment revenue increased to $36.6 million for the three-month period ended September 30, 2008 compared to $35.7 million in the same period in 2007. The increase of $877,000, or 2.5%, was primarily attributable to the inclusion of MeziMedia, acquired in late July 2007, for a full quarter for the three-month period ended September 30, 2008. Please refer to note 4 of our condensed consolidated financial statements for pro forma financial information assuming the acquisition of MeziMedia closed as of January 1, 2007. With the acquisition of MeziMedia, Comparison Shopping & Search segment revenue is concentrated with a limited number of customers. A loss of, or reduction of revenue from, one or more of these customers could have a significant negative impact on the revenue of this segment.

Technology segment revenue was $9.0 million for the three-month period ended September 30, 2008 compared to $8.2 million for the same period in 2007, an increase of $783,000, or 9.5%. The increase in revenue was primarily related to higher volumes of ad serving during the quarter ended September 30, 2008 as compared to the same period of the prior year. Technology segment revenue is concentrated with a limited number of customers. A loss of, or reduction of revenue from, one or more of these customers could have a significant negative impact on the revenue of this segment.

Cost of Revenue and Gross Profit. Cost of revenue for the Media and Comparison Shopping & Search segments consists primarily of amounts that we pay to website publishers and distribution partners that are directly related to a revenue-generating event. We pay these entities on a CPC, CPA, CPL or CPM basis. Cost of revenue for all segments also includes labor costs, depreciation on revenue-producing technologies and Internet access costs. In addition, cost of revenue for the Media segment also includes e-commerce product costs and shipping and handling costs. Our consolidated cost of revenue was $53.7 million for the three-month period ended September 30, 2008 compared to $50.5 million for the same period in 2007, an increase of $3.3 million, or 6.5%. Our consolidated gross margin was 64.9% and 67.8% for the three-month periods ended September 30, 2008 and 2007, respectively.

Cost of revenue for the Media segment increased $1.9 million, or 5.5%, to $37.1 million for the three-month period ended September 30, 2008 compared to $35.1 million for the same period in 2007. Our Media segment gross margin decreased to 52.9% for the three-month period ended September 30, 2008 compared to 59.0% for the same period in 2007. The decrease in Media segment gross margin resulted primarily from a lower mix of promotion-based lead generation marketing revenue, which generates a higher gross margin than a number of other components of Media segment revenue due largely to the classification of certain online advertising costs as sales and marketing expense and not as cost of revenue. These online advertising costs are classified as sales and marketing expense as they are not directly related to a revenue-generating event.

Cost of revenue for the Affiliate Marketing segment increased $2.0 million, or 63.1%, to $5.1 million for the three-month period ended September 30, 2008 compared to $3.1 million for the same period in 2007. Our Affiliate Marketing segment gross margin decreased to 82.7% for the third quarter of 2008 compared to 88.8% for the same period in 2007 due to the mix of lower margin revenue in the current quarter as compared to the prior year period.

Cost of revenue for the Comparison Shopping & Search segment was $10.5 million and $11.4 million for the three-month periods ended September 30, 2008 and 2007, respectively. Our Comparison Shopping & Search segment gross margin increased to 71.3% for the third quarter of 2008 from 68.2% for the same period in 2007 due to the inclusion of MeziMedia for a full quarter, which generates higher gross margin than the other components of this segment.

Technology segment cost of revenue remained relatively flat at $1.7 million in the three-month period ended September 30, 2008 compared to $1.4 million for the same period in 2007.

Operating Expenses:

Sales and Marketing. Sales and marketing expenses consist primarily of compensation and employee benefits of sales and marketing, network development and related support teams, certain online and offline advertising costs, travel, trade shows, and marketing materials. Online advertising costs included in sales and marketing expenses are comprised primarily of amounts that we pay to website publishers and distribution partners that are not directly associated with a revenue-generating event. Total sales and marketing expenses for the three-month period ended September 30, 2008 were $51.2 million compared to $46.4 million for the same period in 2007, an increase of $4.8 million, or 10.3%. Sales and marketing expenses increased primarily due to an increase of $11.8 million in stock-based compensation as a result of the tender offer to repurchase employee stock options described more fully below under Stock-Based Compensation, offset partially by a decrease in online advertising costs in our lead generation marketing business. Our sales and marketing expenses as a percentage of revenue increased to 33.5% for the three-month period ended September 30, 2008 compared to 29.6% for the same period in 2007 primarily due to the higher stock-based compensation described above.

General and Administrative. General and administrative expenses consist primarily of facilities costs, executive and administrative compensation and employee benefits, depreciation, professional services fees, insurance costs, and other general overhead costs. General and administrative expenses increased to $39.4 million, or 25.8% of revenue, for the three-month period ended September 30, 2008 compared to $18.3 million, or 11.6% of revenue, for the same period in 2007, an increase of $21.2 million, or 115.8%. General and administrative expenses increased primarily due to an increase of $20.4 million in stock-based compensation as a result of the tender offer to repurchase employee stock options described more fully below under Stock-Based Compensation, and the inclusion of a full quarter of general and administrative expenses of MeziMedia for the three-month period ended September 30, 2008.

Technology. Technology expenses include costs associated with the maintenance of our technology platforms, including compensation and employee benefits for our engineering and network operations departments, as well as costs for contracted services and supplies. Technology expenses for the three-month period ended September 30, 2008 were $12.4 million, or 8.1% of revenue, compared to $8.7 million, or 5.6% of revenue, for the same period in 2007, an increase of $3.7 million, or 41.9%. The increase in technology expenses was due primarily to an increase of $2.9 million in stock-based compensation as a result of the tender offer to repurchase employee stock options described more fully below under Stock-Based Compensation, and the inclusion of a full quarter of technology expenses of MeziMedia for the three-month period ended September 30, 2008.

Segment Income from Operations. Media segment income from operations for the three-month period ended September 30, 2008 increased 9.8%, or $1.7 million, to $18.9 million, from $17.2 million in the same period of the prior year, and represented 24.0% and 20.1% of Media segment revenue in these respective periods. The increase in Media segment income from operations was due principally to higher margins from our lead generation marketing business.

Affiliate Marketing segment income from operations for the three-month period ended September 30, 2008 decreased 9.0% to $13.2 million, from $14.5 million in the same period of the prior year, and represented 45.0% and 52.1% of Affiliate Marketing segment revenue in these respective periods. The decrease in operating margin was attributable to the lower gross margin as described above as well as higher operating expenses in our European affiliate marketing operations due to investments made to support expansion of our affiliate marketing services throughout Europe.

Comparison Shopping & Search segment income from operations for the three-month period ended September 30, 2008 decreased to $7.3 million, from $8.2 million in the same period of the prior year, and represented 20.1% and 23.0% of Comparison Shopping & Search segment revenue in these respective periods. The decrease in income from operations and operating margin was primarily attributable to higher spending on online advertising costs to drive traffic to our destination websites for the three-month period ended September 30, 2008. In 2008, we began receiving feedback from our advertiser partners, including the major search engines, that their conversion rate requirements were increasing in the face of a weakening consumer environment. To accommodate the higher conversion rate requirements, we have been required to adjust how our comparison shopping destination websites generate online consumer traffic. These adjustments have led to the higher spending on online advertising costs as a percentage of revenue in the three-month period ended September 30, 2008 as compared to the same period of the prior year.

Technology segment income from operations for the three-month period ended September 30, 2008 decreased 4.4% to $3.3 million, from $3.4 million in the same period of the prior year, and represented 36.5% and 41.8% of Technology segment revenue in these respective periods. The decrease in Technology segment income from operations and the lower operating margin were attributable to higher bad debt and facilities expenses and increases in salaries and wages for the three-month period ended September 30, 2008 to support the growth in this business.

Stock-Based Compensation. Stock-based compensation for the three-month period ended September 30, 2008 was $39.6 million compared to $4.6 million for the same period in 2007. The increase of $35.0 million was due to: a one-time stock-based compensation charge of $33.8 million, which represents the acceleration of expense associated with unvested stock options repurchased by the Company through a tender offer process completed in the three-month period ended September 30, 2008; and expense amortization associated with restricted stock awards granted in June 2008.

Amortization of Intangible Assets Acquired in Business Combinations. Amortization of intangible assets acquired in business combinations for the . . .