Cybersource Corp - Quarterly Report (10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2008.

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 000-26477

CYBERSOURCE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware

77-0472961

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer Identification No.)

1295 CHARLESTON ROAD

MOUNTAIN VIEW, CALIFORNIA 94043

(Address of Principal Executive Offices) (Zip Code)

(650) 965-6000

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name, Former Address and Former Fiscal Year, If Changes Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” or “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).

Large accelerated filer ¨ Accelerated filer x Non-accelerated filer ¨ Smaller reporting company ¨

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of July 23, 2008, there were 69,487,942 shares of common stock, par value $0.001 per share, outstanding.

CYBERSOURCE CORPORATION

INDEX TO REPORT ON FORM 10-Q

FOR QUARTER ENDED JUNE 30, 2008


		Page

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited):

	Condensed Consolidated Balance Sheets as of June 30, 2008 and December 31, 2007	3

	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2008 and 2007	4

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2008 and 2007	5

	Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20

Item 4.	Controls and Procedures	20

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	20

Item 1A.	Risk Factors	22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 3.	Defaults Upon Senior Securities	29

Item 4.	Submission of Matters to a Vote of Securities Holders	29

Item 5.	Other Information	30

Item 6.	Exhibits	30

Signatures		31

PART I. FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

CYBERSOURCE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)


	June 30, 2008			December 31, 2007 (1)
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	64,646		$	40,393
Accounts receivable, net		15,555			15,503
Prepaid expenses and other current assets		4,371			4,189
Deferred income taxes		3,596			3,596

Total current assets		88,168			63,681
Property and equipment, net		13,028			10,664
Intangible assets, net		143,980			158,316
Goodwill		291,342			291,456
Non-current deferred income taxes, net		9,773			9,773
Other non-current assets		2,600			2,341
Restricted cash		1,537			1,516

Total assets	$	550,428		$	537,747

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,268		$	613
Funds due to merchants		11,974			11,399
Other accrued liabilities		14,821			14,297
Deferred revenue		4,154			3,772
Accrued restructuring		389			904

Total current liabilities		32,606			30,985
Deferred revenue, less current portion		874			493
Accrued restructuring, less current portion		798			860
Other non-current tax liabilities		2,281			2,195

Total liabilities		36,559			34,533

Stockholders’ equity:
Common stock		69			69
Additional paid-in capital		800,852			790,682
Accumulated other comprehensive loss		(8	)		(5	)
Accumulated deficit		(287,044	)		(287,532	)

Total stockholders’ equity		513,869			503,214

Total liabilities and stockholders’ equity	$	550,428		$	537,747

(1)	Derived from the Company’s audited consolidated financial statements as of December 31, 2007.

See notes to condensed consolidated financial statements.

CYBERSOURCE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)


	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Revenues	$	55,659		$	22,893		$	109,079		$	45,018
Cost of revenues		27,558			12,417			53,386			24,333

Gross profit		28,101			10,476			55,693			20,685
Operating expenses:
Product development		5,863			2,892			11,110			5,483
Sales and marketing		16,927			4,829			33,557			9,198
General and administrative		5,786			3,255			11,288			6,047

Total operating expenses		28,576			10,976			55,955			20,728

Loss from operations		(475	)		(500	)		(262	)		(43	)
Other income		92			19			239			72
Interest income		364			722			758			1,395

Income (loss) before income taxes		(19	)		241			735			1,424
Income tax provision		26			81			247			528

Net income (loss)	$	(45	)	$	160		$	488		$	896

Basic net income (loss) per share	$	—		$	—		$	0.01		$	0.03

Diluted net income (loss) per share	$	—		$	—		$	0.01		$	0.02

Weighted average number of shares used in computing basic net income (loss) per share		69,217			35,276			69,014			35,144

Weighted average number of shares used in computing diluted net income (loss) per share		72,223			37,472			71,907			37,439

See notes to condensed consolidated financial statements.

CYBERSOURCE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


	Six Months Ended June 30,
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	488		$	896
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization expense		14,336			68
Depreciation expense		2,910			866
Income from investment in joint venture		(99	)		(83	)
Stock-based compensation		4,784			3,143
Loss on disposal of property and equipment		—			8
Changes in operating assets and liabilities:
Accounts receivable		(52	)		(1,221	)
Prepaid expenses and other current assets		(182	)		(771	)
Deferred income taxes		—			493
Other non-current assets		(67	)		53
Accounts payable		655			(46	)
Accrued liabilities		(53	)		1,695
Funds due to merchants		575			—
Deferred revenue		763			45
Other non-current tax liabilities		86			—

Net cash provided by operating activities		24,144			5,146
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(5,274	)		(812	)
Purchases of short-term investments		—			(35,868	)
Maturities of short-term investments		—			36,331

Net cash used in investing activities		(5,274	)		(349	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		5,386			2,163
Repurchase of common stock		—			(363	)

Net cash provided by financing activities		5,386			1,800
Effect of exchange rate changes on cash		(3	)		99

Increase in cash and cash equivalents		24,253			6,696
Cash and cash equivalents at beginning of period		40,393			21,701

Cash and cash equivalents at end of period	$	64,646		$	28,397

See notes to condensed consolidated financial statements.

CYBERSOURCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of CyberSource Corporation and its wholly-owned subsidiaries (collectively, “CyberSource” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In the opinion of management, all adjustments (consisting primarily of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report filed on Form 10-K for the year ending December 31, 2007 with the Securities and Exchange Commission (“SEC”) on March 11, 2008, SEC File No. 000-26477.

Accounting for Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment” (“SFAS 123R”). The Company recognized stock-based compensation expense of $2.6 million and $1.8 million during the three months ended June 30, 2008 and 2007, respectively, and $4.8 million and $3.1 million during the six months ended June 30, 2008 and 2007, respectively.

Stock Options

Stock options to purchase the Company’s common stock are granted at prices equal to the fair market value on the grant date. Options generally vest monthly over a four year period beginning from the grant date, and generally expire six to ten years from the grant date. Options granted to non-employee directors generally become vested nine to twelve months from the grant date. Nearly all outstanding stock options are non-qualified stock options.

A summary of the Company’s stock option activity during the six months ended June 30, 2008 is presented in the following table:


	Shares		Weighted average exercise price per share		Weighted average remaining contractual life	Aggregate intrinsic value
Outstanding as of December 31, 2007	8,488,620		$	8.95
Granted	1,646,950			13.22
Exercised	(793,481	)		6.71
Forfeited	(124,800	)		12.38

Outstanding as of June 30, 2008	9,217,289		$	9.85	4.65	$	67,589,773

Vested and expected to vest as of June 30, 2008	8,388,327		$	9.70	4.62	$	63,207,556
Exercisable as of June 30, 2008	4,687,345		$	7.89	4.11	$	45,508,341

During the three and six months ended June 30, 2008, the total intrinsic value of stock options exercised was approximately $5.8 million and $8.7 million, respectively. During the three and six months ended June 30, 2007, the total intrinsic value of stock options exercised was approximately $2.9 million and $4.5 million, respectively. As of June 30, 2008, total unrecognized stock-based compensation expense related to non-vested stock options was approximately $20.4 million, which is expected to be recognized over a weighted average period of approximately 2.83 years. During the three and six months ended June 30, 2008, the total cash received from the exercise of stock options was approximately $3.7 million and $5.4 million, respectively. During the three and six months ended June 30, 2007, the total cash received from the exercise of stock options was approximately $1.2 million and $2.2 million, respectively.

CYBERSOURCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

For stock options granted during the three and six months ended June 30, 2008 and 2007, the Company determined the fair value at the grant date using the Black-Scholes option valuation model and the following weighted average assumptions which are evaluated and revised, as necessary, to reflect market conditions and the Company’s experience:


	Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
Risk-free interest rate	3.18	%	4.74	%	1.86% - 3.18	%	4.47% - 4.74	%
Dividend yield	—		—		—		—
Volatility	0.49		0.51		0.49		0.51 - 0.58
Expected life (years)	3.54		3.46		3.54		3.46

The expected life of the options represents the estimated period of time until exercise and is based on historical experience of similar awards, giving consideration to the contractual terms, vesting schedules and expectations of future employee behavior. Expected stock price volatility is based on historical volatility of the Company’s stock over the expected life of the options. The risk-free interest rate is based on the yield available on U.S. Treasury zero-coupon issues with an equivalent remaining expected life. The Company has not paid dividends in the past and does not expect to pay any dividends in the near future.

The weighted average fair value of options granted was $6.70 and $5.50 per share for options granted during the three months ended June 30, 2008 and 2007, respectively. The weighted average fair value of options granted was $4.98 and $5.49 per share for options granted during the six months ended June 30, 2008 and 2007, respectively.

As of June 30, 2008, the Company had 100,000 restricted shares outstanding, none of which have vested.

Segment Information

Operating segments are identified as components of an enterprise about which separate discrete financial information is available that is evaluated by the chief operating decision maker or decision-making group to make decisions about how to allocate resources and assess performance. The Company’s chief operating decision maker is the Chief Executive Officer (“CEO”). The Company views its operations as one segment, commerce transaction services and manages the business based on the revenues of this segment.

Long-Lived Assets

Statement of Financial Accounting Standard No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”) requires that the Company perform tests for impairment of its goodwill annually and between annual tests in certain circumstances. As of June 30, 2008, the Company had recorded goodwill in connection with its acquisition of Authorize.Net in November 2007, with a carrying value of approximately $291.5 million. Significant judgments could be required to evaluate goodwill for impairment in the future including the determination of reporting units, estimating future cash flows, determining appropriate discount rates and other assumptions. The Company will evaluate the goodwill related to the Authorize.Net acquisition on an annual basis as of July 31.

Statement of Financial Accounting Standard No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”) requires that the Company perform tests for impairment of its intangible assets subject to amortization annually and more frequently whenever events or circumstances suggest that its intangible assets may be impaired. As of June 30, 2008, the Company had recorded intangible assets in connection with its acquisition of Authorize.Net with a carrying value of approximately $144.0 million.

To evaluate potential impairment, SFAS 142 and SFAS 144 require the Company to assess whether the estimated fair value of its goodwill and intangible assets are greater than their respective carrying value at the time of the test. Accordingly, there could be significant judgment in determining the fair values attributable to goodwill and intangible assets, including the determination of reporting units, estimating future cash flows, determining appropriate discount rates and other assumptions.

Income Taxes

Income taxes are calculated under the provisions of Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“SFAS 109”). Under SFAS 109, the liability method is used in accounting for income taxes, which includes the effects of temporary differences between financial and taxable amounts of assets and liabilities as well as the effects of net operating loss and credit carryforwards to determine deferred tax assets and liabilities. Valuation allowances are established and adjusted when necessary to reduce deferred tax assets to the amounts expected to be realized on a more likely than not basis. Effective January 1, 2007, the Company adopted Financial Accounting Standards Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS 109.

Recent Pronouncements

In December 2007, the FASB issued SFAS 141 (revised 2007), “Business Combinations” (“SFAS 141R”). SFAS 141R establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, including goodwill, the liabilities assumed and any non-controlling interest in the acquiree. SFAS 141R also establishes disclosure requirements to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141R is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The impact of adopting SFAS 141R will be dependent on the future business combinations that the Company may pursue after its effective date.

CYBERSOURCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

2. ACQUISITIONS

Authorize.Net

On November 1, 2007, the Company completed the acquisition of Authorize.Net Holdings, Inc. (“Authorize.Net”), a provider of products and services primarily for businesses that sell products and services online. The Company believes that CyberSource and Authorize.Net’s respective businesses complement each other and the acquisition will increase the scale and scope of the combined company, diversify the combined company’s service offerings, and create opportunities for cost reductions through integration savings.

The acquisition has been accounted for using the purchase method of accounting. The Company has allocated the purchase price to assets and liabilities based on management’s best estimates of the respective fair values with the excess cost over the net assets acquired allocated to goodwill. Goodwill of $291.5 million and other intangible assets of $162.4 million were recorded upon the close of the acquisition and the intangible assets are being amortized over their respective estimated useful lives of two to eleven years. In the quarter ended June 30, 2008, the carrying amount of goodwill was adjusted to approximately $291.3 million to reflect the reversal of certain liabilities accrued prior to the close of the Authorize.Net acquisition.

The components of acquired intangible assets as of June 30, 2008 are as follows (in thousands):


	Gross		Accumulated Amortization		Net
Partner contracts and related relationships	$	86,100	$	1,348	$	84,752
Merchant contracts and related relationships		49,300		11,822		37,478
Existing technology		21,900		3,807		18,093
Trade name		3,900		1,283		2,617
Processor relationships		1,200		160		1,040

Total	$	162,400	$	18,420	$	143,980

Estimated future amortization expense for the intangible assets recorded on the Company’s June 30, 2008 balance sheet is as follows (in thousands):


	Amount
Remainder of 2008	$	14,338
2009		26,230
2010		21,777
2011		18,743
2012		12,903
Thereafter		49,989

Total	$	143,980

See the Company’s Form 10-K for the year ended December 31, 2007 for more information on the Authorize.Net acquisition.

3. BALANCE SHEET DETAIL

Prepaid expenses and other current assets consist of the following (in thousands):


	June 30, 2008		December 31, 2007
Prepaid expenses	$	3,242	$	2,649
Acquiring receivable		1,056		995
Other current assets		73		545

Total prepaid expenses and other current assets	$	4,371	$	4,189


Other non-current assets consist of the following (in thousands):

	June 30, 2008		December 31, 2007
Prepaid rent	$	1,152	$	1,108
Deposits		504		502
Prepaid expenses, less current portion		625		510
Other non-current assets		319		221

Total other non-current assets	$	2,600	$	2,341

CYBERSOURCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

Prepaid rent represents the difference between the Company’s rent expense on a straight-line basis and its rent payments to date. Prepaid rent will increase if rent payments are higher than the rent expense on a straight-line basis and decrease if rent payments are lower than the rent expense on a straight-line basis.

Other accrued liabilities consist of the following (in thousands):


	June 30, 2008		December 31, 2007
Employee benefits and related expenses	$	5,544	$	5,269
Accrued cost of revenues		3,185		2,594
Accrued reseller residual payments		2,583		2,711
Other accrued liabilities		3,509		3,723

Total other accrued liabilities	$	14,821	$	14,297

Accrued reseller residual payments represent commissions due to third-party sales agents that have sold the Company’s transaction services.

4. COMPREHENSIVE INCOME (LOSS)

The components of comprehensive income (loss) are as follows (in thousands):


	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Net income (loss)	$	(45	)	$	160		$	488		$	896
Change in cumulative translation adjustment		(23	)		110			(3	)		99
Unrealized gain (loss) on short-term investments		—			(7	)		—			8

Comprehensive income (loss)	$	(68	)	$	263		$	485		$	1,003

5. FUNDS DUE TO MERCHANTS

At June 30, 2008, the Company was holding funds in the amount of approximately $12.0 million due to merchants. The funds are included in cash and cash equivalents and funds due to merchants on the Company’s consolidated balance sheet. The Company typically holds certain funds related to certain electronic check transactions based on the contractual terms with the merchant, generally seven business days. The Company also holds certain funds related to certain credit card and automated clearing house transactions based on the contractual terms with the financial institution which processes the transactions, generally two to four business days.

In addition, the Company has $0.5 million on deposit with a financial institution to cover any deficit account balance that could occur if the amount of transactions returned or charged back exceeds the balance on deposit with the financial institution. This amount is classified as restricted cash in the Company’s balance sheet. To date, the deposit has not been applied to offset any deficit balance. The deposit will be held continuously for as long as the Company utilizes certain processing services of the financial institution, and the amount of the deposit may increase as processing volume increases.

6. RESTRUCTURING CHARGES

As a result of the Company’s acquisition of Authorize.Net, the Company acquired certain restructuring accruals related to certain facilities that Authorize.Net had exited. In December 2007, the Company also exited certain redundant office space in Marlborough, Massachusetts and recorded a restructuring accrual of approximately $0.1 million. This amount represents future lease obligations, net of projected sublease rental income. The Company also recorded approximately $0.1 million of severance related to terminated employees. In March 2008, the Company consolidated certain office space in American Fork, Utah and as a result, recorded a restructuring accrual of approximately $0.1 million. The expense was included in general and administrative expenses for the six months ended June 30, 2008.

In December 2007, the Company announced the closure of BidPay.com, Inc., a payment service provider for online auctions. As a result, the Company recorded a restructuring accrual of approximately $0.1 million, representing severance payments related to terminated employees which were paid during the six months ended June 30, 2008.

CYBERSOURCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

The following table summarizes the activity in the restructuring accrual for the six months ended June 30, 2008 (in thousands):


	Balance at December 31, 2007		Adjustment to Restructuring Charge		Cash Payments			Balance at June 30, 2008
Severance and benefits	$	189	$	—	$	(189	)	$	—
Facilities related charges		1,575		141		(529	)		1,187

	$	1,764	$	141	$	(718	)	$	1,187

The Company has lease obligations related to the facilities subject to its restructuring which extend to the year 2012.

7. LETTER OF CREDIT

At June 30, 2008, the Company has an unsecured letter of credit in the amount of $1.0 million per the terms of the operating lease related to the Burlington, Massachusetts office facility it acquired through the acquisition of Authorize.Net. The Company also has approximately $1.0 million on deposit with the financial institution that issued the letter of credit to the Company. This amount is classified as restricted cash in the Company’s balance sheet.

8. LEGAL MATTERS

In July and August 2001, various class action lawsuits were filed in the United States District Court, Southern District of New York, against the Company, its Chairman and CEO, a former officer, and four brokerage firms that served as underwriters in its initial public offering. The actions were filed on behalf of persons who purchased the Company’s stock issued pursuant to or traceable to the initial public offering during the period from June 23, 1999 through December 6, 2000. The action alleges that the Company’s underwriters charged secret excessive commissions to certain of their customers in return for allocations of the Company’s stock in the offering. The two individual defendants are alleged to be liable because of their involvement in preparing and signing the registration statement for the offering, which allegedly failed to disclose the supposedly excessive commissions. On December 7, 2001, an amended complaint was filed in one of the actions to expand the purported class to persons who purchased the Company’s stock issued pursuant to or traceable to the follow-on public offering during the period from November 4, 1999 through December 6, 2000. The lawsuit filed against the Company is one of several hundred lawsuits filed against other companies based on substantially similar claims. On April 19, 2002, a consolidated amended complaint was filed to consolidate all of the complaints and claims into one case. The consolidated amended complaint alleges claims that are virtually identical to the amended complaint filed on December 7, 2001 and the original complaints. In October 2002, the claims against the Company’s officer and a former officer that were named in the amended complaint were dismissed without prejudice. In July 2002, the Company, along with other issuer defendants in the case, filed a motion to dismiss the consolidated amended complaint with prejudice. On February 19, 2003, the court issued a written decision denying the motion to dismiss with respect to CyberSource and the individual defendants. On July 2, 2003, a committee of the Company’s Board of Directors approved a proposed partial settlement with the plaintiffs in this matter. The settlement would have provided, among other things, a release of the Company and of the individual defendants for the alleged wrongful conduct in the Amended Complaint in exchange for a guarantee from the Company’s insurers regarding recovery from the underwriter defendants and other consideration from the Company regarding its underwriters. While the partial settlement was pending approval, the plaintiffs continued to litigate against the underwriter defendants. The district court directed that the litigation proceed within a number of “focus cases” rather than in all of the 310 cases that have been consolidated. The Company’s case is not one of these focus cases. On October 13, 2004, the district court certified the focus cases as class actions. The underwriter defendants appealed that ruling, and on December 5, 2006, the Court of Appeals for the Second Circuit reversed the district court’s class certification decision. On April 6, 2007, the Second Circuit denied plaintiffs’ petition for rehearing. In light of the Second Circuit opinion, the Company informed the district court that the settlement could not be approved because the defined settlement class, like the litigation class, could not be certified. On June 25, 2007, the district court entered an order terminating the settlement agreement. On August 14, 2007, the plaintiffs filed their second consolidated amended class action complaints against the focus cases and on September 27, 2007, again moved for class certification. On November 12, 2007, certain of the defendants in the focus cases moved to dismiss the second consolidated amended class action complaints. On March 26, 2008, the district court denied the motions to dismiss except as to Section 11 claims raised by those plaintiffs who sold their securities for a price in excess of the initial offering price and those who purchased outside the previously certified class period. Briefing on the class certification motion was filed on April 22, 2008, and briefing on these motions was completed in May 2008. The Company cannot predict whether the Company will be able to renegotiate a settlement that complies with the Second Circuit’s mandate. Due to the inherent uncertainties of litigation, the Company cannot accurately predict the ultimate outcome of the matter.

On August 11, 2004, the Company filed suit in the Northern District of California against Retail Decisions, Inc. (“ReD US”) and Retail Decisions Plc (“ReD UK”) (collectively, “ReD”), Case No. 3:04-CIV-03268, alleging that ReD infringes the Company’s U.S. Patent No. 6,029,154 (the “‘154 Patent”). The Company served ReD US with the complaint on August 12, 2004, and the Company served ReD UK with the complaint on August 13, 2004. On September 30, 2004, ReD responded to the Company’s complaint. ReD filed a motion to stay the case for 90 days pending a determination by the U.S. Patent and Trademark Office

CYBERSOURCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

(“PTO”) as to whether it will grant ReD’s request that the PTO re-examine the ‘154 Patent. ReD also filed a motion for a more definite statement by the Company with respect to its allegation that ReD is willfully infringing the ‘154 Patent. In addition, ReD UK filed a motion to dismiss the action against it on the ground that it is not subject to personal jurisdiction in the Northern District of California. On October 27, 2004, ReD filed a request for re-examination with the PTO, based on prior art ReD discovered that allegedly invalidates the Patent. On October 28, 2004, the Company filed an opposition to ReD’s motion to stay the case for 90 days and an opposition to ReD’s motion for a more definite statement with respect to willful infringement. Based on ReD UK’s representation that ReD US is the sole entity that develops, operates, and distributes the eBitGuard service, the Company agreed to dismiss ReD UK while reserving the right to reinstitute action against ReD UK in the event the Company later discovers that ReD UK is subject to the court’s personal jurisdiction. In return, ReD UK agreed that if the Company later establishes that personal jurisdiction existed, the Company could re-file against ReD UK in this action without prejudice to its damages claim. The Company also filed an amended complaint, removing ReD UK as a named defendant and restating the willful infringement claim. On November 16, 2004, the court granted ReD’s motion to stay the proceedings pending the PTO’s decision as to whether it will grant ReD’s request for re-examination. On December 30, 2004, the PTO granted ReD’s request for a re-examination. On January 19, 2005, ReD filed a motion to dismiss the case without prejudice or to extend the stay until completion of the re-examination process. On January 24, 2005, the court extended the stay pending the re-examination process, vacated ReD’s motion to dismiss, and ordered quarterly updates as to the status of the re-examination process. On April 25, 2005, the parties filed a joint status report that was approved by the court. On June 20, 2005, the PTO issued a preliminary office action rejecting all of the claims of the ‘154 Patent based on one of the prior art references cited by ReD. On July 14, 2005, the Company met with the PTO examiner handling the re-examination to distinguish the prior art from the claims of the ‘154 Patent. On August 9, 2006, the PTO issued a final office action rejecting all of the claims of the ‘154 Patent. On September 7, 2006, the Company filed a response to the office action requesting certain amendments to the claims. On October 10, 2006, the PTO filed a response rejecting the amendments and extending the Company’s deadline to file a notice of appeal. On October 30, 2006, the Company filed a notice of appeal. On December 22, 2006, the Company filed the appeal brief. On May 3, 2007, the PTO issued a “Notice of Intent to Issue Reexam Certificate,” reversing its action of August 9, 2006. Accordingly, the patent has been re-validated and the Company expects to receive a new patent certificate shortly. While there can be no assurances as to the outcome of the lawsuit, the Company does not presently believe that the lawsuit would have a material effect on its financial condition, results of operations, or cash flows.

On June 25, 2008, the Company filed suit in the Supreme Court of the State of New York against Verisign, Inc. (“Verisign”), Case No. 650207/2008, seeking declaratory judgment to order the release of $1.725 million held in escrow (“Escrow Funds”) to CyberSource. The Escrow Funds constitute a portion of the purchase price paid by Verisign to Lightbridge, Inc. for certain assets of Lightbridge related to Lightbridge’s Intelligent Network Systems business unit, including Lightbridge’s Prepay IN software, which was acquired by Verisign in April 2005 pursuant to an Asset Purchase Agreement (“APA”). Lightbridge, Inc., which later became Lightbridge Holdings, Inc. and then Authorize.Net Holdings, Inc. (collectively “Lightbridge”), was acquired by the Company on November 1, 2007. On December 12, 2006, Lightbridge received a letter from Verisign asserting that Lightbridge is obliged to indemnify Verisign with respect to a lawsuit filed against Verisign on November 30, 2006 by Freedom Wireless, Inc. (“Freedom Wireless”), in the Eastern District of Texas (Marshall Division), which alleged that Verisign is infringing certain patents of Freedom Wireless. Verisign asserts that Lightbridge’s obligation to indemnify it arises in connection with certain assets purchased by Verisign under the APA. Lightbridge objected to Verisign’s claim in a letter dated December 15, 2006 and asked for additional information. Lightbridge received no further correspondence from Verisign. On March 14, 2008, the Company received a letter from Verisign advising that it was engaged in settlement discussions with Freedom Wireless. On April 14, 2008, the Company sent a letter to Verisign denying any indemnification obligations and demanding release of the Escrow Funds. Neither Lightbridge nor the Company was ever a party to the litigation by Freedom Wireless at any time. In May 2008, Verisign entered into a settlement with Freedom Wireless. On June 9, 2008, the Company sent another letter demanding release of the Escrow Funds. On June 19, 2008, Verisign responded to the Company’s letter of April 14, 2008 and reiterated its position on indemnification. The indemnification obligation under the Asset Purchase Agreement is limited to a maximum of $5 million. The Company filed the suit asking the court to declare that Verisign is not entitled to indemnification under the APA and to order the escrow agent to release the Escrow Funds to CyberSource. To the Company’s knowledge, no answer or response has yet been filed by Verisign. Due to the inherent uncertainties of litigation, the Company cannot accurately predict the ultimate outcome of the matter.

The Company is currently party to various legal proceedings and claims which arise in the ordinary course of business. While the outcome of these matters cannot be predicted with certainty, the Company does not believe that the outcome of any of these claims or any of the above mentioned legal matters will have a material adverse effect on its consolidated financial position, results of operations or cash flows.

9. COMMON STOCK REPURCHASE PROGRAM

On January 24, 2007, the Board of Directors authorized management to use up to $10.0 million over a twelve-month period beginning on January 30, 2007 to repurchase shares of the Company’s common stock. During the period beginning January 30, 2007 and ended January 29, 2008, the Company repurchased 420,800 shares at an average price of $11.96 per share, including repurchase costs, none of which were repurchased during the six months ended June 30, 2008. All of the repurchased shares were cancelled and returned to the status of authorized, unissued shares.

CYBERSOURCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

On April 22, 2008, the Board of Directors authorized management to use up to $10.0 million over a twelve-month period beginning on May 5, 2008 to repurchase shares of the Company’s common stock. During the period beginning May 5, 2008 and ended June 30, 2008, the Company did not repurchase any shares.

10. GUARANTEES

From time to time, the Company enters into certain types of contracts that require the Company to indemnify parties against third-party claims on a contingent basis. These contracts primarily relate to: (i) licenses for software and services; (ii) certain real estate leases, under which the Company may be required to indemnify property owners for environmental and other liabilities, and other claims arising from the Company’s use of the applicable premises; and (iii) certain agreements with the Company’s officers, directors and employees, under which the Company may be required to indemnify such persons for liabilities arising out of their employment relationship.

The terms of such obligations vary. Generally, a maximum obligation is not explicitly stated. Because the obligated amounts of these types of agreements often are not explicitly stated, the overall maximum amount of the obligations cannot be reasonably estimated. Historically, the Company has not been obligated to make significant payments for these obligations, and no liabilities have been recorded for these obligations on its balance sheet as of June 30, 2008.

11. NET INCOME (LOSS) PER SHARE COMPUTATION

The components of basic and diluted net income (loss) per share are as follows (in thousands, except per share data):


	For the three months ended June 30,					For the six months ended June 30,
	2008			2007		2008		2007
Basic net income (loss) per share computation:
Net income (loss)	$	(45	)	$	160	$	488	$	896

Net income (loss) attributable to common stockholders	$	(45	)	$	160	$	488	$	896

Weighted-average common shares outstanding		69,217			35,276		69,014		35,144

Basic net income (loss) per share attributable to common stockholders	$	—		$	—	$	0.01	$	0.03

Diluted net income (loss) per share computation:
Net income (loss)	$	(45	)	$	160	$	488	$	896

Net income (loss) attributable to common stockholders	$	(45	)	$	160	$	488	$	896

Weighted-average common shares outstanding		69,217			35,276		69,014		35,144
Incremental shares attributable to the assumed exercise of outstanding options		3,006			2,196		2,893		2,295

Total diluted weighted average common shares		72,223			37,472		71,907		37,439

Diluted net income (loss) per share attributable to common stockholders	$	—		$	—	$	0.01	$	0.02

The computation of diluted net income (loss) per share excluded approximately 365,000 and 426,000 options to purchase shares of common stock for the three months ended June 30, 2008 and 2007, respectively, and approximately 384,000 and 464,000 options to purchase shares of common stock for the six months ended June 30, 2008 and 2007, respectively, because the effect would have been antidilutive.

12. INCOME TAXES

As part of the process of preparing the unaudited condensed consolidated financial statements, the Company is required to estimate its income taxes in each of the jurisdictions in which it operates. This process involves estimating the current tax liability under the most recent tax laws and assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in the unaudited condensed consolidated balance sheets.

CYBERSOURCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

Income tax expense for the six months ended June 30, 2008 was $0.2 million, or 34% of pre-tax income, compared to $0.5 million, or 37% of pre-tax income for the six months ended June 30, 2007. The effective tax rate for the six months ended June 30, 2008 differs from the U.S. federal statutory rate primarily due the favorable impact of lower foreign tax rates. The favorable impact was partially offset by the impact of state income taxes. The effective tax rate for the six months ended June 30, 2007 differs from the U.S. federal statutory rate primarily due to foreign operation tax benefits.

13. FAIR VALUE MEASUREMENTS

Effective January 1, 2008, the Company adopted SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). In February 2008, the FASB issued FASB Staff Position No. FAS 157-2, “Effective Date of FASB Statement No. 157,” which provides a one year deferral of the effective date of SFAS 157 for non-financial assets and non-financial liabilities, except those that are recognized or disclosed in the financial statements at fair value at least annually. Therefore, the Company has adopted the provisions of SFAS 157 with respect to its financial assets and liabilities only. SFAS 157 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under SFAS 157 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under SFAS 157 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

•

Level 1 - Quoted prices in active markets for identical assets or liabilities.

•

Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The adoption of this statement did not have a material impact on the Company’s consolidated results of operations and financial condition. Level 1 financial assets measured at fair value on a recurring basis consist of cash accounts of approximately $23.8 million and money market funds (cash equivalents) of approximately $40.8 million as of June 30, 2008. The Company has no Level 2 or Level 3 financial assets measured at fair value on a recurring basis as of June 30, 2008.

14. SUBSEQUENT EVENTS

On April 22, 2008, the Board of Directors authorized management to use up to $10.0 million over a twelve-month period beginning on May 5, 2008 to repurchase shares of the Company’s common stock. During the period beginning July 1, 2008 and ended August 6, 2008, the Company repurchased 179,200 shares at an average price of $14.45, including repurchase costs.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statement Regarding Forward-Looking Statements

This Report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements regarding our expectations, estimations, intentions, beliefs or strategies regarding the future. Such forward-looking statements include, but are not limited to:

(a) our statement that we do not expect to pay any dividends in the near future; (b) our expectation to recognize stock-based compensation expense related to non-vested stock options over a weighted average period of approximately 2.83 years; (c) that we will evaluate the goodwill related to the Authorize.Net acquisition on an annual basis as of July 31; (d) our estimated amortization expense for our intangible assets; (e) our belief that our cash and cash equivalents balance as of June 30, 2008 will be sufficient to meet our working capital and capital requirements for at least the next twelve months; (f) our conclusion that, due to the nature of our short-term investments, there is no material market risk exposure with respect to such investments; (g) our belief that if we are unable to adapt to changing market conditions, merchant requirements or emerging industry standards, our business would be materially harmed; (h) our expectation that, product development expenses in the three months ended September 30, 2008 will be relatively consistent in absolute dollars as compared to the three months ended June 30, 2008; (i) our expectation that product development expenses as a percentage of revenues in the three months ended September 30, 2008 to be relatively consistent with the three months ended June 30, 2008; (j) our expectation that sales and marketing expenses in the three months ended September 30, 2008, will moderately increase in absolute dollars as compared to the three months ended June 30, 2008 as we continue to develop our sales and marketing infrastructure to support expected revenue growth; (k) our expectation that sales and marketing expenses as a percentage of revenues in the three months ended September 30, 2008 will be relatively consistent with the three months ended June 30, 2008; (l) the belief that as a percentage of revenue, we expect general and administrative expenses in the three months ended September 30, 2008, will be relatively consistent with the three months ended June 30, 2008; (m) our expectation that general and administrative expenses in the three months ended September 30, 2008, will moderately increase in absolute dollars as compared to the three months ended June 30, 2008 due primarily to higher compensation related expenses, resulting from increased headcount and higher third-party professional fees; (n) our intention to maintain the remaining valuation allowance until sufficient further positive evidence exists to support further reversals of the valuation allowance; (o) statements suggesting that to remain competitive, we must continue to enhance and improve the responsiveness, functionality and features of our products and services and the underlying network infrastructure; (p) our expectation that competitive pressures may result in the reduction of our prices or our market share or both, which could materially and adversely affect our business, results of operations or financial condition; (q) statements regarding our success depending on our ability to grow, or scale, our commerce transaction systems to accommodate increases in the volume of traffic on our systems, especially during peak periods of demand; (r) statements regarding our future growth also depending in part on our proprietary technology, the success of our relationships with existing and future sales alliances that market our products and services to their merchant accounts and our ability to both internally develop and license leading technologies to enhance our existing and new products and services; (s) statements regarding the use of and interest in the Internet; (t) statements regarding the increase in the significance of the Internet as a commercial marketplace; (u) the statement regarding our belief that our fraud screen service may require us to comply with the Fair Credit Reporting Act; (v); our belief that CyberSource and Authorize.Net’s respective businesses complement each other and the acquisition will increase the scale and scope of the combined company, diversify the combined company’s service offerings, and create opportunities for cost reductions through integration savings (w) statements regarding our belief that the outcome of any of the mentioned legal matters and claims will have a material adverse effect on our consolidated financial position, results of operations or cash flows; (x) our belief that an adverse outcome in a lawsuit relating to the ‘154 Patent will not have a material adverse effect on our consolidated financial condition, results of operations or cash flows; (y) our statement regarding a reduction to income tax expense recorded in the future resulting from offsetting decreases in our valuation allowance; (z) our belief that our future success will depend upon our ability to retain our key management personnel; (aa) our expectation that quarterly results will fluctuate significantly; (bb) our expectation that we will recognize stock-based compensation expense over the requisite service period of the award; (cc) our expectation that interest income in the three months ended September 30, 2008 will be relatively consistent with the three months ended June 30, 2008 due to anticipated higher cash and cash equivalents balances, offset by lower investment yields; (dd) our statement that, as part of our future business strategy, we may pursue strategic acquisitions of complementary businesses or technologies that would provide additional product or service offerings, additional industry expertise, a broader client base or an expanded geographic presence; (ee) our expectation that competition will intensify in the future; (ff) our belief that periodic interruptions will continue to occur from time to time; (gg) that we currently estimate that we will incur approximately $29 million of incremental annual amortization expense during the year ended December 31, 2008; (hh) our expectation that the success of the Authorize.Net merger will depend, in part, on our ability to achieve the anticipated cost synergies and other strategic benefits from combining the businesses of the two former companies; (ii) that the success of the combined company following the merger will depend in part upon the ability of the combined company to retain key employees of both former companies; (jj) our future minimum lease payments; (kk) our expectation that due to the PTO’s issuance of a “Notice of Intent to Issue Reexam Certificate,” we will receive a new patent certificate shortly; (ll) our expectation that the Authorize.Net merger will create opportunities to achieve cost savings and revenue synergies, to share technological developments and to achieve other synergistic benefits; (mm) the expectation that, in accordance with United States generally accepted accounting principles

(“GAAP”), the Authorize.Net merger was accounted for using the purchase method of accounting, which will result in charges to earnings that could have an adverse impact on the market value of our common stock; (nn) that we have net operating loss carry forwards and employee stock tax benefits that will be utilized in the calendar year 2008; (oo) that our future capital requirements will depend on many factors including the level of investment we make in new businesses, new products or new technologies; (pp) our expectation that the combined company will benefit from operational synergies resulting from the consolidation of capabilities and elimination of redundancies, as well as greater efficiencies from increased scale and market integration; (qq) that achieving the anticipated benefits of the Authorize.Net merger will depend, in part, on the integration of technology, operations and personnel of the two former companies; (rr) that our success will depend in part upon the ability of our executive officers to manage growth effectively; (ss) that we will incur additional amortization expense based on the identifiable amortizable intangible assets acquired pursuant to the merger agreement and their relative useful lives; (tt) that as a precaution, we have implemented processes that we believe will enable us to comply with the Act if we were deemed a consumer reporting agency; and (uu) that the impact of adopting SFAS 141R will be dependent on the future business combinations that we may pursue after its effective date.

The following discussion should be read in conjunction with the audited consolidated financial statements and the notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 11, 2008 (SEC File No. 000-26477).

OVERVIEW

We primarily derive our revenues from monthly commerce transaction processing fees, global acquiring fees, and support service fees. Transaction and global acquiring revenues are recognized in the period in which the transactions occur and support service fees are recognized as the related services are provided and costs are incurred.

Authorize.Net Acquisition

On November 1, 2007, we completed the acquisition of Authorize.Net Holdings, Inc. (“Authorize.Net”), a provider of products and services primarily for businesses that sell products and services online. We believe that CyberSource and Authorize.Net’s respective businesses complement each other and the acquisition will increase the scale and scope of the combined company, diversify the combined company’s service offerings, and create opportunities for cost reductions through integration savings.

The acquisition has been accounted for using the purchase method of accounting. Under the purchase method of accounting, the total purchase price of $542.8 million was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the aggregate fair values was recorded as goodwill. The fair value assigned to identifiable intangible assets acquired is determined using the income approach, which discounts expected future cash flows to present value using estimates and assumptions determined by management.

CRITICAL ACCOUNTING POLICIES

Our financial statements are based on the selection and application of significant accounting policies, which require management to make significant estimates and assumptions. We believe that the following are the more critical judgment areas in the application of our accounting policies that currently affect our financial condition and results of operations. A full discussion of the following accounting policies is included in our 2007 Annual Report on Form 10-K filed with the Securities and Exchange Commission and we refer the reader to that discussion. There were no material changes in the application of critical accounting policies during the six months ended June 30, 2008.

•

Revenue Recognition

•

Accounts Receivable

•

Reserve for Merchant Losses

•

Legal Contingencies

•

Accounting for Income Taxes

•

Stock-based Compensation

•

Long-Lived Assets

RESULTS OF OPERATIONS

The following table sets forth certain items in our condensed consolidated statements of operations expressed as a percentage of revenue for the periods indicated:


	Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
Revenues	100.0	%	100.0	%	100.0	%	100.0	%
Cost of revenues	49.5		54.2		48.9		54.1

Gross profit	50.5		45.8		51.1		45.9
Operating expenses:
Product development	10.5		12.6		10.2		12.2
Sales and marketing	30.4		21.1		30.8		20.4
General and administrative	10.4		14.2		10.3		13.4

Total operating expenses	51.3		47.9		51.3		46.0

Loss from operations	(0.8	)	(2.1	)	(0.2	)	(0.1	)
Interest and other income	0.8		3.2		0.8		3.3

Income (loss) before income taxes	—		1.1		0.6		3.2
Income tax provision	—		0.4		0.2		1.2

Net income (loss)	—	%	0.7	%	0.4	%	2.0	%

THREE MONTHS ENDED JUNE 30, 2008 AND 2007

Revenues. Revenues were $55.7 million for the three months ended June 30, 2008, as compared to $22.9 million for the three months ended June 30, 2007, an increase of approximately $32.8 million or 143.1%. Approximately 66% of the increase in revenues was attributable to Authorize.Net. Approximately 25% of the increase in revenues was from existing customers, primarily resulting from an increase in global acquiring services, as well as an increase in transaction volumes processed. The remaining increase in revenues was primarily from new customers that entered into contracts during the twelve months ended June 30, 2008. We processed approximately 449 million transactions during the three months ended June 30, 2008, as compared to approximately 269 million transactions processed during the three months ended June 30, 2007, an increase of approximately 67%. Approximately 61% of the increase in transaction volumes was attributable to Authorize.Net. Global acquiring revenues represented 35.3% of our revenues for the three months ended June 30, 2008, as compared to 39.8% for the three months ended June 30, 2007. Our global acquiring revenue may also include fees generated for gateway services as it is becoming more common to charge the customer a bundled price for global acquiring and gateway services.

Cost of Revenues. Cost of revenues consist primarily of costs incurred in the delivery of e-commerce transaction services, including personnel costs in our operations and customer support functions, processing and interchange fees paid relating to our global acquiring services, other third-party fees, depreciation of capital equipment used in our network infrastructure and costs related to the hosting of our servers at third-party hosting centers in the United States and the United Kingdom. Cost of revenues was $27.6 million or 49.5% of revenues for the three months ended June 30, 2008, as compared to $12.4 million or 54.2% of revenues for the three months ended June 30, 2007. The increase in absolute dollars is primarily due to higher processing fees paid to third parties such as the credit card issuing banks, payment processors and card associations related to our global acquiring services, which are variable costs that increase in absolute dollars as the related revenue increases and decrease as the related revenue decreases. In addition, cost of revenues for the three months ended June 30, 2008 includes Authorize.Net costs of revenues as well as approximately $1.4 million of intangible amortization expense related to existing technology and processor relationships resulting from our acquisition of Authorize.Net. The decrease in cost of revenues as a percentage of revenues is due primarily to efficiencies resulting from the increase in transactions processed as well as the increase in revenue from our acquisition of Authorize.Net. Included in cost of revenues for the three months ended June 30, 2008 and 2007, is approximately $0.4 million and $0.2 million, respectively, of stock-based compensation expense.

Product Development. Product development expenses consist primarily of compensation and related costs of employees engaged in the research, design and development of new services, and to a lesser extent, facility costs and related overhead. Product development expenses were $5.9 million for the three months ended June 30, 2008, as compared to $2.9 million for the three months ended June 30, 2007, an increase of approximately $3.0 million or 102.7%. The increase is primarily due to an increase in headcount resulting from our acquisition of Authorize.Net and related compensation expense which increased by approximately $2.5 million. Stock-based compensation expense included in product development expenses was approximately

$0.6 million and $0.3 million for the three months ended June 30, 2008 and 2007, respectively. As a percentage of revenue, product development expenses decreased to 10.5% in the three months ended June 30, 2008, as compared to 12.6% for the three months ended June 30, 2007. The decrease is primarily due to the increase in revenue from our acquisition of Authorize.Net as well as from existing and new customers, offset to a certain extent, by the increase in compensation expense due to the increase in headcount during the three months ended June 30, 2008. We expect product development expenses in the three months ended September 30, 2008 to be relatively consistent in absolute dollars and as a percentage of revenue as compared to the three months ended June 30, 2008.

Sales and Marketing . Sales and marketing expenses consist primarily of compensation of sales and marketing personnel, commissions paid to outside sales agents, market research and advertising costs, and, to a lesser extent, facility costs and related overhead. Sales and marketing expenses were $16.9 million for the three months ended June 30, 2008, as compared to $4.8 million for the three months ended June 30, 2007, an increase of approximately $12.1 million or 250.5%. The increase is primarily due to an increase in commissions paid to outside sales agents of approximately $4.6 million, related to sales of Authorize.Net services, and an increase in headcount and related compensation expense which increased by approximately $1.6 million. Also as a result of our acquisition of Authorize.Net, sales and marketing expenses for the three months ended June 30, 2008, include approximately $5.7 million of intangible asset amortization expense related to the Authorize.Net trade name, partner contracts and related relationships as well as merchant contracts and related relationships. Stock-based compensation expense included in sales and marketing expenses was approximately $0.5 million and $0.4 million for the three months ended June 30, 2008 and 2007, respectively. As a percentage of revenue, sales and marketing expenses increased to 30.4% for the three months ended June 30, 2008, as compared to the 21.1% for the three months ended June 30, 2007. The increase is primarily due to the increase in commissions paid to outside sales agents, the increase in compensation expense due to the increase in headcount, and the increase in amortization expense, offset to a certain extent, by the increase in revenue resulting from our acquisition of Authorize.Net and from existing and new customers. We expect that sales and marketing expenses in the three months ended September 30, 2008, will moderately increase in absolute dollars as compared to the three months ended June 30, 2008 as we continue to develop our sales and marketing infrastructure to support expected revenue growth. As a percentage of revenue, we expect sales and marketing expenses in the three months ended September 30, 2008 to be relatively consistent with the three months ended June 30, 2008.

General and Administrative . General and administrative expenses consist primarily of compensation for administrative personnel, fees for outside professional services and, to a lesser extent, facility costs and related overhead. General and administrative expenses were $5.8 million for the three months ended June 30, 2008, as compared to $3.3 million for the three months ended June 30, 2007, an increase of approximately $2.5 million or 77.8%. The increase is primarily due to an increase in headcount resulting from our acquisition of Authorize.Net and related compensation expense which increased by approximately $1.5 million and an increase in fees for outside professional services which increased by approximately $0.4 million. Stock-based compensation expense included in general and administrative expenses was approximately $1.1 million and $0.9 million for the three months ended June 30, 2008 and 2007, respectively. As a percentage of revenue, general and administrative expenses were 10.4% for the three months ended June 30, 2008, as compared to the 14.2% for the three months ended June 30, 2007. The decrease is primarily due to the increase in revenue from our acquisition of Authorize.Net as well as from existing and new customers, offset to a certain extent, by the increase in compensation related expense due to the increase in headcount during the three months ended June 30, 2008. We expect that general and administrative expenses in the three months ended September 30, 2008, will moderately increase in absolute dollars as compared to the three months ended June 30, 2008 due primarily to higher compensation related expenses, resulting from increased headcount and higher third-party professional fees. As a percentage of revenue, we expect general and administrative expenses in the three months ended September 30, 2008, to be relatively consistent with the three months ended June 30, 2008.

Other Income. Other income consists primarily of joint venture income from CyberSource K.K. and other miscellaneous gains and losses. Other income was approximately $0.1 million for the three months ended June 30, 2008, as compared to $19,000 for the three months ended June 30, 2007.

Interest Income. Interest income consists of interest earnings on cash, cash equivalents and short-term investments and was $0.4 million for the three months ended June 30, 2008 as compared to $0.7 million for the three months ended June 30, 2007. The decrease is primarily due to a decrease in average balances of cash, cash equivalents and short-term investments during the year ended June 30, 2008 as compared to year ended June 30, 2007 as a result of cash used in our acquisition of Authorize.Net, and lower investment yields. We expect interest income in the three months ended September 30, 2008 to be relatively consistent with the three months ended June 30, 2008 due to anticipated higher cash and cash equivalents balances, offset by lower investment yields.

Income Tax Provision. Income tax expense, including discrete items, for the three months ended June 30, 2008 was approximately $26,000 on pre-tax losses of $19,000, compared to $0.1 million on pre-tax income of $0.2 million for the three months ended June 30, 2007. The change in effective tax rates was primarily the result of the pre-tax losses generated in the three months ended June 30, 2008 and the negative impact of stock-based compensation charges related to incentive stock options, which have significantly increased in the current year.

Our effective tax rate could fluctuate significantly on a quarterly basis and could be adversely affected to the extent earnings are lower than anticipated in jurisdictions where we have lower statutory rates and higher than anticipated in jurisdictions where we have higher statutory rates, by changes in the valuation of our deferred tax assets or liabilities, or by changes in tax laws, regulations, accounting principles, or interpretations thereof. In addition, we are subject to the examination of our income tax returns by the Internal Revenue Service and other tax authorities.

During the fourth quarter of 2007, we recorded a reduction in the valuation allowance related to a portion of our deferred tax assets that will more likely than not be realized, based on future projected taxable income. We intend to maintain the remaining valuation allowance until sufficient further positive evidence exists to support further reversals of the valuation allowance. Our income tax expense recorded in the future will be reduced to the extent of offsetting decreases in our valuation allowance.

SIX MONTHS ENDED JUNE 30, 2008 AND 2007

Revenues. Revenues were $109.1 million for the six months ended June 30, 2008, as compared to $45.0 million for the six months ended June 30, 2007, an increase of approximately $64.1 million or 142.3%. Approximately 65% of the increase in revenues was attributable to Authorize.Net. Approximately 23% of the increase in revenues was from existing customers, primarily resulting from an increase in global acquiring services, as well as an increase in transaction volumes processed. The remaining increase in revenues was primarily from new customers that entered into contracts during the twelve months ended June 30, 2008. We processed approximately 894 million transactions during the six months ended June 30, 2008, as compared to approximately 533 million transactions processed during the six months ended June 30, 2007, an increase of approximately 68%. Approximately 59% of the increase in transaction volumes was attributable to Authorize.Net. Global acquiring revenues represented 33.6% of our revenues for the six months ended June 30, 2008, as compared to 39.9% for the six months ended June 30, 2007.

Cost of Revenues. Cost of revenues was $53.4 million or 48.9% of revenues for the six months ended June 30, 2008, as compared to $24.3 million or 54.1% of revenues for the six months ended June 30, 2007. The increase in absolute dollars is primarily due to higher processing fees paid to third parties such as the credit card issuing banks, payment processors and card associations related to our global acquiring services, which are variable costs that increase in absolute dollars as the related revenue increases and decrease as the related revenue decreases. In addition, cost of revenues for the six months ended June 30, 2008 includes Authorize.Net costs of revenues as well as approximately $2.9 million of intangible amortization expense related to existing technology and processor relationships resulting from our acquisition of Authorize.Net. The decrease in cost of revenues as a percentage of revenues is due primarily to efficiencies resulting from the increase in transactions processed as well as the increase in revenue from our acquisition of Authorize.Net. Included in cost of revenues for the six months ended June 30, 2008 and 2007, is approximately $0.7 million and $0.4 million, respectively, of stock-based compensation expense.

Product Development. Product development expenses were $11.1 million for the six months ended June 30, 2008, as compared to $5.5 million for the six months ended June 30, 2007, an increase of approximately $5.6 million or 102.6%. The increase is primarily due to an increase in headcount resulting from our acquisition of Authorize.Net and related compensation expense which increased by approximately $4.8 million. Stock-based compensation expense included in product development expenses was approximately $1.1 million and $0.5 million for the six months ended June 30, 2008 and 2007, respectively. As a percentage of revenue, product development expenses decreased to 10.2% in the six months ended June 30, 2008, as compared to 12.2% for the six months ended June 30, 2007. The decrease is primarily due to the increase in revenue from our acquisition of Authorize.Net as well as from existing and new customers, offset to a certain extent, by the increase in compensation expense due to the increase in headcount during the six months ended June 30, 2008.

Sales and Marketing . Sales and marketing expenses were $33.6 million for the six months ended June 30, 2008, as compared to $9.2 million for the six months ended June 30, 2007, an increase of approximately $24.4 million or 264.8%. The increase is primarily due to an increase in commissions paid to outside sales agents of approximately $9.2 million, related to sales of Authorize.Net services, and an increase in headcount and related compensation expense which increased by approximately $3.1 million. Also as a result of our acquisition of Authorize.Net, sales and marketing expenses for the six months ended June 30, 2008, include approximately $11.4 million of intangible asset amortization expense related to the Authorize.Net trade name, partner contracts and related relationships as well as merchant contracts and related relationships. Stock-based compensation expense included in sales and marketing expenses was approximately $0.9 million and $0.6 million for the six months ended June 30, 2008 and 2007, respectively. As a percentage of revenue, sales and marketing expenses increased to 30.8% for the six months ended June 30, 2008, as compared to the 20.4% for the six months ended June 30, 2007. The increase is primarily due to the increase in commissions paid to outside sales agents, the increase in compensation expense due to the increase in headcount, and the increase in amortization expense, offset to a certain extent, by the increase in revenue resulting from our acquisition of Authorize.Net and from existing and new customers.

General and Administrative . General and administrative expenses were $11.3 million for the six months ended June 30, 2008, as compared to $6.0 million for the six months ended June 30, 2007, an increase of approximately $5.2 million or 86.7%. The increase is primarily due to an increase in headcount resulting from our acquisition of Authorize.Net and related compensation expense which increased by approximately $3.0 million, an increase in fees for outside professional services which increased by approximately $0.7 million, and an increase in bad debt expense of approximately $0.4 million. Stock-based compensation expense included in general and administrative expenses was approximately $2.1 million and $1.6 million for the six months ended June 30, 2008 and 2007, respectively. As a percentage of revenue, general and administrative expenses were 10.3% for the six months ended June 30, 2008, as compared to the 13.4% for the six months ended June 30, 2007. The decrease is primarily due to the increase in revenue from our acquisition of Authorize.Net as well as from existing and new customers, offset to a certain extent, by the increase in compensation related expense due to the increase in headcount during the six months ended June 30, 2008.

Other Income. Other income for the six months ended June 30, 2008 consists primarily of joint venture income from CyberSource K.K. of approximately $0.1 million and other miscellaneous gains of approximately $0.1 million. Other income for the six months ended June 30, 2007 consists primarily of joint venture income of approximately $0.1 million, offset by other miscellaneous losses of approximately $17,000.

Interest Income. Interest income was $0.8 million for the six months ended June 30, 2008, as compared to $1.4 million for the six months ended June 30, 2007. The decrease is primarily due to lower investment yields and a decrease in average balances of cash, cash equivalents and short-term investments during the year ended June 30, 2008 as compared to year ended June 30, 2007 as a result of cash used in our acquisition of Authorize.Net.

Income Tax Provision. We recorded a provision for income tax expense of $0.2 million for the six months ended June 30, 2008 as compared to $0.5 million for the six months ended June 30, 2007. The decrease is primarily due to lower pre-tax income for the six months ended June 30, 2008 as compared to the six months ended June 30, 2007.

LIQUIDITY AND CAPITAL RESOURCES

Our cash and cash equivalents were $64.6 million as of June 30, 2008 compared to $40.4 million as of December 31, 2007, an increase of approximately $24.3 million. The increase is primarily due to cash provided by operating activities of approximately $24.1 million and proceeds from the issuance of the Company’s common stock resulting from stock option exercises of approximately $5.4 million, offset by capital expenditures of approximately $5.3 million and bonuses paid under the company-wide bonus plan of approximately $2.3 million.

We believe that our cash and cash equivalents balance as of June 30, 2008 will be sufficient to meet our working capital and capital requirements for at least the next twelve months. Our future capital requirements will depend on many factors including the level of investment we make in new businesses, new products or new technologies. We currently have no agreements or understandings with respect to any future investments or acquisitions. To the extent that our existing cash resources and future earnings are insufficient to fund our future activities, we may need to obtain additional equity or debt financing. Additional funds may not be available or, if available, we may not be able to obtain them on favorable terms.

The following is a table summarizing our significant commitments as of June 30, 2008, consisting of future minimum lease payments under all non-cancelable operating leases (in thousands):


Contractual obligations	Total		Less than 1 year		1 –3 years		3 –5 years
Operating leases	$	20,231	$	4,844	$	10,382	$	5,005

Total commitments	$	20,231	$	4,844	$	10,382	$	5,005

We have excluded tax contingencies totaling approximately $2.3 million from the table above as there is a high degree of uncertainty regarding the timing of future cash outflows and, as a result, we are not able to make reasonably reliable estimates of the period of cash settlement with the respective taxing authorities.

Recent Pronouncements

Factors That May Affect Future Results

A description of the risk factors associated with our business is included under “Risk Factors” in Item 1A of Part II of this report.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We provide our services to customers primarily in the United States and, to a lesser extent, in Europe and elsewhere throughout the world. As a result, our financial results could be affected by factors, such as changes in foreign currency exchange rates or weak economic conditions in foreign markets. The majority of sales are currently made in U.S. dollars or pounds sterling. A strengthening of the dollar or the pound sterling could make our products less competitive in foreign markets. Our interest income is sensitive to changes in the general level of U.S. interest rates.

Our exposure to market risk for changes in interest rates relates primarily to our cash equivalents which are invested in money market funds. All of our cash equivalents are presented at fair value on our consolidated balance sheets. We generally invest our excess cash in money market funds.

ITEM 4.

CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Our disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and to ensure that information required to be disclosed is accumulated and communicated to management, including our principal executive and principal financial officers, to allow timely decisions regarding required disclosure. Based on the evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, our CEO and CFO concluded that there was no change in our internal controls that occurred during the fiscal quarter ending June 30, 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting and that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Our management, including the CEO and the CFO, does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. We confirm that our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and that our CEO and CFO have concluded that our disclosure controls and procedures are effective at that reasonable assurance level.

PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

In July and August 2001, various class action lawsuits were filed in the United States District Court, Southern District of New York, against CyberSource, our Chairman and CEO, a former officer, and four brokerage firms that served as underwriters in our initial public offering. The actions were filed on behalf of persons who purchased our stock issued pursuant to or traceable to the initial public offering during the period from June 23, 1999 through December 6, 2000. The action alleges that our underwriters charged secret excessive commissions to certain of their customers in return for allocations of our stock in the offering. The two individual defendants are alleged to be liable because of their involvement in preparing and signing the registration statement for the offering, which allegedly failed to disclose the supposedly excessive commissions. On December 7, 2001, an amended complaint was filed in one of the actions to expand the purported class to persons who purchased our stock issued pursuant to or traceable to the follow-on public offering during the period from November 4, 1999 through December 6, 2000. The lawsuit filed against CyberSource is one of several hundred lawsuits filed against other companies based on substantially similar claims. On April 19, 2002, a consolidated amended complaint was filed to consolidate all of the complaints and claims into one case. The consolidated amended complaint alleges claims that are virtually identical to the amended complaint filed on December 7, 2001 and the original complaints. In October 2002, the claims against our officer and a former officer that were named in the amended complaint were dismissed without prejudice. In July 2002, the Company, along with other issuer defendants in the case, filed a motion to dismiss the consolidated amended complaint with prejudice. On February 19, 2003, the court issued a written decision denying the motion to dismiss with respect to CyberSource and the individual defendants. On July 2, 2003, a committee of our Board of Directors approved a proposed partial settlement with the plaintiffs in this matter. The settlement would have provided, among other things, a release of CyberSource and of the individual defendants for the alleged wrongful conduct in the Amended Complaint in exchange for a guarantee from our insurers regarding recovery from the underwriter defendants and other consideration from CyberSource regarding its underwriters. While the partial settlement was pending approval, the plaintiffs continued to litigate against the underwriter defendants. The district court directed that the litigation proceed within a number of “focus cases” rather than in all of the 310 cases that have been consolidated. Our case is not one of

these focus cases. On October 13, 2004, the district court certified the focus cases as class actions. The underwriter defendants appealed that ruling, and on December 5, 2006, the Court of Appeals for the Second Circuit reversed the district court’s class certification decision. On April 6, 2007, the Second Circuit denied plaintiffs’ petition for rehearing. In light of the Second Circuit opinion, we informed the district court that the settlement could not be approved because the defined settlement class, like the litigation class, could not be certified. On June 25, 2007, the district court entered an order terminating the settlement agreement. On August 14, 2007, the plaintiffs filed their second consolidated amended class action complaints against the focus cases and on September 27, 2007, again moved for class certification. On November 12, 2007, certain of the defendants in the focus cases moved to dismiss the second consolidated amended class action complaints. On March 26, 2008, the district court denied the motions to dismiss except as to Section 11 claims raised by those plaintiffs who sold their securities for a price in excess of the initial offering price and those who purchased outside the previously certified class period. Briefing on the class certification motion was filed on April 22, 2008, and briefing on these motions was completed in May 2008. We cannot predict whether we will be able to renegotiate a settlement that complies with the Second Circuit’s mandate. Due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of the matter.

On August 11, 2004, we filed suit in the Northern District of California against Retail Decisions, Inc. (“ReD US”) and Retail Decisions Plc (“ReD UK”) (collectively, “ReD”), Case No. 3:04-CIV-03268, alleging that ReD infringes our U.S. Patent No. 6,029,154 (the “‘154 Patent”). We served ReD US with the complaint on August 12, 2004, and we served ReD UK with the complaint on August 13, 2004. On September 30, 2004, ReD responded to our complaint. ReD filed a motion to stay the case for 90 days pending a determination by the U.S. Patent and Trademark Office (“PTO”) as to whether it will grant ReD’s request that the PTO re-examine the ‘154 Patent. ReD also filed a motion for a more definite statement by CyberSource with respect to our allegation that ReD is willfully infringing the ‘154 Patent. In addition, ReD UK filed a motion to dismiss the action against it on the ground that it is not subject to personal jurisdiction in the Northern District of California. On October 27, 2004, ReD filed a request for re-examination with the PTO, based on prior art ReD discovered that allegedly invalidates the Patent. On October 28, 2004, we filed an opposition to ReD’s motion to stay the case for 90 days and an opposition to ReD’s motion for a more definite statement with respect to willful infringement. Based on ReD UK’s representation that ReD US is the sole entity that develops, operates, and distributes the eBitGuard service, we agreed to dismiss ReD UK while reserving the right to reinstitute action against ReD UK in the event we later discover that ReD UK is subject to the court’s personal jurisdiction. In return, ReD UK agreed that if we later establish that personal jurisdiction existed, we could re-file against ReD UK in this action without prejudice to its damages claim. We also filed an amended complaint, removing ReD UK as a named defendant and restating the willful infringement claim. On November 16, 2004, the court granted ReD’s motion to stay the proceedings pending the PTO’s decision as to whether it will grant ReD’s request for re-examination. On December 30, 2004, the PTO granted ReD’s request for a re-examination. On January 19, 2005, ReD filed a motion to dismiss the case without prejudice or to extend the stay until completion of the re-examination process. On January 24, 2005, the court extended the stay pending the re-examination process, vacated ReD’s motion to dismiss, and ordered quarterly updates as to the status of the re-examination process. On April 25, 2005, the parties filed a joint status report that was approved by the court. On June 20, 2005, the PTO issued a preliminary office action rejecting all of the claims of the ‘154 Patent based on one of the prior art references cited by ReD. On July 14, 2005, we met with the PTO examiner handling the re-examination to distinguish the prior art from the claims of the ‘154 Patent. On August 9, 2006, the PTO issued a final office action rejecting all of the claims of the ‘154 Patent. On September 7, 2006, we filed a response to the office action requesting certain amendments to the claims. On October 10, 2006, the PTO filed a response rejecting the amendments and extending our deadline to file a notice of appeal. On October 30, 2006, we filed a notice of appeal. On December 22, 2006, we filed the appeal brief. On May 3, 2007, the PTO issued a “Notice of Intent to Issue Reexam Certificate,” reversing its action of August 9, 2006. Accordingly, the patent has been re-validated and we expect to receive a new patent certificate shortly. While there can be no assurances as to the outcome of the lawsuit, we do not presently believe that the lawsuit would have a material effect on our financial condition, results of operations, or cash flows.

On June 25, 2008, we filed suit in the Supreme Court of the State of New York against Verisign, Inc. (“Verisign”), Case No. 650207/2008, seeking declaratory judgment to order the release of $1.725 million held in escrow (“Escrow Funds”) to CyberSource. The Escrow Funds constitute a portion of the purchase price paid by Verisign to Lightbridge, Inc. for certain assets of Lightbridge related to Lightbridge’s Intelligent Network Systems business unit, including Lightbridge’s Prepay IN software, which was acquired by Verisign in April 2005 pursuant to an Asset Purchase Agreement (“APA”). Lightbridge, Inc., which later became Lightbridge Holdings, Inc. and then Authorize.Net Holdings, Inc. (collectively “Lightbridge”), was acquired by us on November 1, 2007. On December 12, 2006, Lightbridge received a letter from Verisign asserting that Lightbridge is obliged to indemnify Verisign with respect to a lawsuit filed against Verisign on November 30, 2006 by Freedom Wireless, Inc. (“Freedom Wireless”), in the Eastern District of Texas (Marshall Division), which alleged that Verisign is infringing certain patents of Freedom Wireless. Verisign asserts that Lightbridge’s obligation to indemnify it arises in connection with certain assets purchased by Verisign under the APA. Lightbridge objected to Verisign’s claim in a letter dated December 15, 2006 and asked for additional information. Lightbridge received no further correspondence from Verisign. On March 14, 2008, we received a letter from Verisign advising that it was engaged in settlement discussions with Freedom Wireless. On April 14, 2008, we sent a letter to Verisign denying any indemnification obligations and demanding release of the Escrow Funds. Neither Lightbridge nor CyberSource was ever a party to the litigation by Freedom Wireless at any time. In May 2008, Verisign entered into a settlement with Freedom Wireless. On June 9, 2008, we sent another letter demanding release of the Escrow Funds. On June 19, 2008, Verisign responded to our letter of April 14, 2008 and reiterated its position on indemnification. The indemnification obligation

under the Asset Purchase Agreement is limited to a maximum of $5 million. We filed the suit asking the court to declare that Verisign is not entitled to indemnification under the APA and to order the escrow agent to release the Escrow Funds to CyberSource. To our knowledge, no answer or response has yet been filed by Verisign. Due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of the matter.

We are currently party to various legal proceedings and claims which arise in the ordinary course of business. While the outcome of these matters cannot be predicted with certainty, we do not believe that the outcome of any of these claims or any of the above mentioned legal matters will have a material adverse effect on our consolidated financial position, results of operations or cash flows.

ITEM 1A.

RISK FACTORS

Set forth below, elsewhere in this Quarterly Report on Form 10-Q, and in other documents we file with the SEC are risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements contained in this report. The occurrence of any of the developments or risks identified below may make the occurrence of one or more of the other risk factors below more likely to occur.

There are no material changes to the Risk Factors described under the title “Factors That May Affect Future Performance” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007. The fact that some of the risk factors may be the same or similar to our past filings means only that the risks are present in multiple periods.

The Expected Fluctuations of Our Quarterly Results Could Cause Our Stock Price to Fluctuate or Decline

We expect that our quarterly operating results will fluctuate significantly in the future based upon a number of factors, many of which are not within our control. We base our operating expenses on anticipated market growth and our operating expenses are relatively fixed in the short term. As a result, if our revenues are lower than we expect, our quarterly operating results may not meet the expectations of public market analysts or investors, which could cause the market price of our common stock to decline.

Our quarterly results may fluctuate in the future as a result of many factors, including the following:

•

changes in the size and number of transactions processed on behalf of customers as a result of seasonality, success of each customer’s business, general economic conditions or regulatory requirements restricting our customers;

•

our ability to attract new customers and to retain our existing customers;

•

customer acceptance of new products and services we may offer, including our global acquiring business;

•

the success of our integration of Authorize.Net;

•

customer acceptance of our pricing model;

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customer acceptance of our software and our professional services offerings;

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the success of our sales and marketing programs;

•

an interruption with one or more of our processors, other financial institutions and technology service providers;

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seasonality of the retail sector;

•

changes in accounting rules and regulations;

•

war or other international conflicts; and

•

weakness in the general U.S. economy and the lack of available capital for our customers and potential future customers.

Other factors that may affect our quarterly results are set forth elsewhere in this section. As a result of these factors, our revenues are not predictable with any significant degree of certainty.

Due to the uncertainty surrounding our revenues and expenses, we believe that quarter-to-quarter comparisons of our historical operating results should not be relied upon as an indicator of our future performance.

We May Pursue Strategic Acquisitions and Our Business Could be Materially and Adversely Affected if We Fail to Adequately Integrate Acquired Businesses

As part of our future business strategy, we may pursue strategic acquisitions of complementary businesses or technologies that would provide additional product or service offerings, additional industry expertise, a broader client base or an expanded geographic presence. For example, on November 1, 2007, we completed the acquisition of Authorize.Net. If we do not successfully integrate a strategic acquisition, or if the benefits of the transaction do not meet the expectations of financial or industry analysts, the market price of our common stock may decline. Any future acquisition could result in the use of significant

amounts of cash, dilutive issuances of equity securities, or the incurrence of debt or amortization expenses related to goodwill and other intangible assets, any of which could materially adversely affect our business, operating results and financial condition. In addition, acquisitions involve numerous risks, including:

•

difficulties in assimilating the operations, technologies, products and personnel of an acquired company;

•

risks of entering markets in which we have either no or limited prior experiences;

•

the diversion of management’s attention from other business concerns; and

•

the potential loss of key employees of an acquired company.

The size and scope of the Authorize.Net acquisition increases both the scope and consequence of these ongoing integration risks. Even if the acquisition is successfully integrated, we may not receive all of the expected benefits of the transaction.

We May Fail to Realize all of the Anticipated Benefits of the Authorize.Net Merger, Which Could Adversely Affect the Value of Our Common Stock After the Merger

The Authorize.Net merger involves the integration of two former companies that have previously operated independently. We anticipate that the merger will create opportunities to achieve cost savings and revenue synergies, to share technological developments and to achieve other synergistic benefits.

The success of the Authorize.Net merger will depend, in part, on our ability to achieve the anticipated cost synergies and other strategic benefits from combining the businesses of the two former companies. We expect the combined company to benefit from operational synergies resulting from the consolidation of capabilities and elimination of redundancies, as well as greater efficiencies from increased scale and market integration. However, to realize these anticipated benefits, we must successfully combine the businesses of the two former companies. If we are not able to achieve these objectives, the anticipated cost synergies and other strategic benefits of the merger may not be realized fully or at all or may take longer to realize than expected. We may fail to realize some or all of the anticipated benefits of the transaction in the amounts and times projected for a number of reasons, including that the integration may take longer than anticipated, be more costly than anticipated or have unanticipated adverse results relating to the two former companies’ existing businesses.

Potential Customer, Merchant and Employee Uncertainty Related to the Authorize.Net Merger Could Harm the Combined Company

The potential customers of the combined company may, in response to the Authorize.Net merger, determine not to purchase services from us. Any such determinations not to purchase by our customers could seriously harm our business. Similarly, our employees may experience uncertainty about their future role following the combination. This may adversely affect our ability to attract and retain key management, marketing, sales, customer support and technical personnel, which could harm us. Furthermore, certain former Authorize.Net resellers may deem us to be a competitor because we offer merchant acquiring services that may overlap with services offered by certain resellers.

If We are Not Successful in Integrating the Authorize.Net Business and Organization, the Anticipated Benefits of the Merger May Not be Realized

Achieving the anticipated benefits of the Authorize.Net merger will depend, in part, on the integration of technology, operations and personnel of the two former companies. We cannot assure you that the integration will be successful or that the anticipated benefits of the merger will be fully realized. The challenges involved in this integration include the following:

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persuading the employees that the two former companies’ business cultures are compatible and retaining the combined company’s key personnel;

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maintaining the dedication of management resources to integration activities without diverting attention from the day-to-day business of the combined company;

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maintaining management’s ability to focus on anticipating, responding to or utilizing changing technologies in the electronic payment industry;

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maintaining former Authorize.Net’s key reseller relationships;

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demonstrating to customers that the merger has not resulted in adverse changes to the ability of the combined company to address the needs of customers of the loss of attention or business focus;

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integrating the Utah and Washington offices of Authorize.Net into our corporate structure;

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keeping existing independent sales organization channels intact; and

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keeping and retaining key former Authorize.Net employees.

It is not certain that the two companies can be successfully integrated in a timely manner or at all or that any of the anticipated benefits will be realized. In addition, we cannot assure you that there will not be substantial unanticipated costs associated with the integration process, that integration activities will not result in a decrease in revenues, a decrease in the value of our common stock, or that there will not be other material adverse effects from our integration efforts.

If we are unable to successfully integrate Authorize.Net, or if the benefits of the merger do not meet the expectations of financial or industry analysts, the market price of our common stock may decline.

Loss of Key Personnel Could Have a Material Adverse Effect on the Business and Results of Operations of the Combined Company

Our success will depend in part upon our ability to retain key employees of both legacy CyberSource and legacy Authorize.Net. Competition for qualified personnel can be very intense. In addition, key employees may depart because of issues relating to the uncertainty or difficulty of integration or a desire not to remain with the combined company. Accordingly, no assurance can be given that we will be able to retain key employees. Loss of key personnel could have a material adverse effect on our business and results of operations.

We Could Incur Chargeback or Merchant Fraud Losses

We have potential liability for certain transactions processed through our global acquiring services if the payments associated with such transactions are rejected, refused, or returned for reasons such as consumer fraud or billing disputes. For instance, if a billing dispute between a merchant and payer is not ultimately resolved in favor of the merchant, the disputed transaction may be charged back to the merchant’s bank and credited to the payer’s account. If the charged back amount cannot be recovered from the merchant’s account, or if the merchant refuses or is financially unable to reimburse its bank for the charged back amount, we may bear the loss for the amount of the refund paid to the payer’s bank. We could also incur fraud losses as a result of merchant fraud. Merchant fraud occurs when a merchant, rather than a customer, intentionally uses a stolen or counterfeit card, card number, or other bank account number to process a false sales transaction, or knowingly fails to deliver merchandise or services in an otherwise valid transaction. We may be responsible for any losses for certain transactions if we are unable to collect from the merchant.

We have established systems and procedures designed to detect and reduce the impact of consumer fraud and merchant fraud, but we cannot assure you that these measures are or will be effective. To date, we have not incurred any significant losses relating to charged back transactions. During the three months ended June 30, 2008, our global acquiring revenue represented approximately 35.3% of our total revenue. Our global acquiring revenue may also include fees generated for gateway services as it is becoming more common to charge the customer a bundled price for transaction services provided. To the extent our global acquiring revenue grows, our potential liability for such chargebacks or merchant fraud increases.

Our Revenue and Customer Relationships Could be Impacted if We Were to Lose Bank Sponsorship

The card associations require a bank sponsor that ultimately assumes chargeback or merchant fraud losses if we were financially unable to assume such losses. If our current bank sponsor were to terminate our agreement, we would be unable to provide global acquiring services, which could impact our future revenue and customer relationships.

We Face Uncertainties Related to the Effectiveness of Internal Controls

Public companies in the United States are required to review their internal controls over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will achieve its stated goal under all potential future conditions, regardless of how remote.

Although our management has determined that our internal controls were effective as of the end of our most recent fiscal year, there can be no assurance that the integration of Authorize.Net and its internal control systems and procedures, will not result in or lead to a future material weakness in our internal controls, or that we or our independent registered public accounting firm will not identify a material weakness in our internal controls in the future. A material weakness in internal controls over financial reporting would require management and the Company’s independent public accounting firm to evaluate our internal controls as ineffective. If internal controls over financial reporting are not considered adequate, we may experience a loss of public confidence, which could have an adverse effect on our business and stock price.

Failure to Manage Future Growth Effectively May Have a Material Adverse Effect on Our Financial Condition and Results of Operations

In the event that we experience rapid growth in our operations, a significant strain may be placed upon management, administrative, operational and financial infrastructure. Our success will depend in part upon the ability of our executive officers to manage growth effectively. Our ability to grow also depends upon our ability to successfully hire, train, supervise, and manage new employees, obtain financing for our capital needs, expand our systems effectively, allocate our human resources optimally, maintain clear lines of communication between our transactional and management functions and our finance and accounting functions, and manage the pressures on our management and administrative, operational and financial infrastructure. There can be no assurance that we will be able to accurately anticipate and respond to the changing demands we will face as we integrate and continue to expand our operations, and we may not be able to manage growth effectively or to achieve growth at all. Any failure to manage the future growth effectively could have a material adverse effect on our business, financial condition and results of operations.

Charges to Earnings Resulting From the Application of the Purchase Method of Accounting Might Adversely Affect the Market Value of Our Common Stock

In accordance with United States generally accepted accounting principles (“GAAP”), the Authorize.Net merger was accounted for using the purchase method of accounting, which will result in charges to earnings that could have an adverse impact on the market value of our common stock. Under the purchase method of accounting, the total estimated purchase price was allocated to Authorize.Net’s net tangible assets, identifiable intangible assets or expense for research and development based on their fair values as of November 1, 2007. Any excess of the purchase price over those fair values will be recorded as goodwill. We will incur additional amortization expense based on the identifiable amortizable intangible assets acquired pursuant to the merger agreement and their relative useful lives. Additionally, to the extent the value of goodwill or identifiable intangible assets or other long-lived assets may become impaired, we will be required to incur material charges relating to the impairment. These amortization and potential impairment charges could have a material impact on our results of operations.

We currently estimate that we will incur approximately $29 million of incremental annual amortization expense during the year ended December 31, 2008. Changes in earnings per share, including as a result of this incremental expense, could adversely affect the trading price of our common stock.

Our Stock Price May Fluctuate Substantially Due to Factors Outside Our Control

The market price for our common stock may be affected by a number of factors outside our control, including the following:

•

the announcement of new products, services or enhancements by our competitors;

•

quarterly variations in our competitors’ results of operations;

•

changes in earnings estimates or recommendations by securities analysts;

•

developments in our industry; and

•

general market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors.

These factors and fluctuations, as well as general economic, political and market conditions may materially and adversely affect the market price of our common stock.

The Intense Competition in Our Industry Could Reduce or Eliminate the Demand for Our Products and Services

The market for our products and services is intensely competitive and subject to rapid technological change. We expect competition to intensify in the future. We face competition from merchant acquirers, independent sales organizations, and payment processors such as Chase Paymentech Solutions, First Data Corporation, iPayment Inc., and Royal Bank of Scotland. We also face competition from transaction service providers such as PayPal and Retail Decisions as well as eCommerce providers such as Bertelsmann Financial Services, Digital River, and GSI Commerce Inc. Further, other companies, including financial services and credit companies may enter the market and provide competing services.

Many of our competitors have longer operating histories, substantially greater financial, technical, marketing or other resources, or greater name recognition than we do. Our competitors may be able to respond more quickly than we can to new or emerging technologies and changes in customer requirements. Competition could seriously impede our ability to sell additional products and services on terms favorable to us. Our current and potential competitors may develop and market new technologies that render our existing or future products and services obsolete, unmarketable or less competitive. Our current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with other solution providers, thereby increasing their ability to address the needs of our existing or prospective customers. Our current and potential competitors may establish or strengthen cooperative relationships with our current or future channel partners, thereby limiting our ability to sell products and services through these channels. We expect that competitive pressures may result in the reduction of our prices or our market share or both, which could materially and adversely affect our business, results of operations or financial condition.

Potential System Failures and Lack of Capacity Issues Could Negatively Affect Demand for Our Services

Our ability to deliver services to our merchants depends on the uninterrupted operation of our commerce transaction processing systems. Our systems and operations are vulnerable to damage or interruption from:

•

“denial of service” attacks;

•

computer viruses;

•

war, earthquake, fire, flood and other manmade or natural disasters; and

•

power loss, telecommunications or data network failure, operator negligence, improper operation by employees, physical and electronic break-ins and similar events.

Despite the fact that we have implemented redundant servers in third-party hosting centers located in San Jose California, Seattle Washington, Denver Colorado, Phoenix Arizona, London England and Tokyo Japan, we may still experience service interruptions for the reasons listed above and a variety of other reasons. If our redundant servers are not available, we may not have sufficient business interruption insurance to compensate us for resulting losses. We have experienced periodic interruptions, affecting all or a portion of our systems, which we believe will continue to occur from time to time. For example, on November 12, 1999, our services were unavailable for approximately ten hours due to an internal system problem. We have also subsequently experienced service interruptions and performance issues. Any interruption in our systems that impairs our ability to efficiently and timely provide services could damage our reputation and reduce demand for our services.

Our success also depends on our ability to grow, or scale, our commerce transaction systems to accommodate increases in the volume of traffic on our systems, especially during peak periods of demand. We may not be able to anticipate increases in the use of our systems or successfully expand the capacity of our network infrastructure. Our inability to expand our systems to handle increased traffic could result in system disruptions, slower response times and other difficulties in providing services to our merchant customers, which could materially harm our business.

A Breach of Our eCommerce Security Measures Could Reduce Demand for Our Services

A requirement of the continued growth of e-Commerce is the secure transmission of confidential information over public networks. We rely on public key cryptography, an encryption method that utilizes two keys, a public and a private key, for encoding and decoding data, and digital certificate technology, or identity verification, to provide the security and authentication necessary for secure transmission of confidential information. Regulatory and export restrictions may prohibit us from using the most secure cryptographic protection available and thereby expose us to an increased risk of data interception. A party who is able to circumvent security measures could misappropriate proprietary information or interrupt our operations. Any compromise or elimination of security could reduce demand for our services.

We may be required to expend significant capital and other resources to protect against security breaches and to address any problems they may cause. Concerns over the security of the Internet and other online transactions and the privacy of users may also inhibit the growth of the Internet and other online services generally, and the Web in particular, especially as a means of conducting commercial transactions. Because our activities involve the storage and transmission of proprietary information, such as credit card numbers, security breaches could damage our reputation and expose us to a risk of loss or litigation and possible liability. Our security measures may not prevent security breaches, and failure to prevent security breaches may disrupt our operations.

If We Are Not Able to Fully Utilize Relationships With Our Sales Alliances, We May Experience Lower Revenue Growth and Higher Operating Costs

Our future growth will depend in part on the success of our relationships with existing and future sales alliances that market our products and services to their merchant accounts. If these relationships are not successful or do not develop as quickly as we anticipate, our revenue growth may be adversely affected. Accordingly, we may have to increase our sales and marketing expenses in an attempt to secure additional merchant accounts.

Our Market is Subject to Rapid Technological Change and to Compete We Must Continually Enhance Our Systems to Comply with Evolving Standards

To remain competitive, we must continue to enhance and improve the responsiveness, functionality and features of our products and services and the underlying network infrastructure. The Internet and the e-Commerce industries are characterized by rapid technological change, changes in user requirements and preferences, frequent new product and service introductions embodying new technologies, and the emergence of new industry standards and practices that could render our technology and systems obsolete. Our success will depend, in part, on our ability to both internally develop and license leading technologies to enhance our existing products and services and develop new products and services. We must continue to address the increasingly sophisticated and varied needs of our merchants, and respond to technological advances and emerging industry standards and

practices on a cost-effective and timely basis. The development of proprietary technology involves significant technical and business risks. We may fail to develop new technologies effectively or to adapt our proprietary technology and systems to merchant requirements or emerging industry standards. If we are unable to adapt to changing market conditions, merchant requirements or emerging industry standards, our business would be materially harmed.

The Demand for Our Products and Services Could Be Negatively Affected by a Reduced Growth of e-Commerce or Delays in the Development of the Internet Infrastructure

Sales of goods and services over the Internet do not currently represent a significant portion of overall sales of goods and services. We depend on the growing use and acceptance of the Internet as an effective medium of commerce by merchants and customers in the United States and internationally. The sale of goods and services over the Internet has gained acceptance more slowly outside of the United States. We cannot be certain that acceptance and use of the Internet will continue to develop or that a sufficiently broad base of merchants and consumers will adopt, and continue to use, the Internet as a medium of commerce.

The increase in the significance of the Internet as a commercial marketplace may occur more slowly than anticipated for a number of reasons, including potentially inadequate development of the necessary network infrastructure or delayed development of enabling technologies and performance improvements. If the number of Internet users, or the use of Internet resources by existing users, continues to grow, it may overwhelm the existing Internet infrastructure. Delays in the development or adoption of new standards and protocols required to handle increased levels of Internet activity could also have a detrimental effect. These factors could result in slower response times or adversely affect usage of the Internet, resulting in lower numbers of commerce transactions and lower demand for our products and services.

Our International Business Exposes Us to Additional Foreign Risks

Products and services provided to merchants outside the United States accounted for 6.6% and 9.7% of our revenues in the six months ended June 30, 2008 and 2007, respectively. In March 2000, we entered into a joint venture agreement with Japanese partners Marubeni Corporation and Trans-Cosmos, Inc. and established CyberSource K.K. to provide commerce transaction services to the Japanese market. Conducting business outside of the United States is subject to additional risks that may affect our ability to sell our products and services and result in reduced revenues, including:

•

changes in regulatory requirements;

•

reduced protection of intellectual property rights;

•

evolving privacy laws in Europe;

•

the burden of complying with a variety of foreign laws; and

•

war, political or economic instability or constraints on international trade.

In addition, some software contains encryption technology that renders it subject to export restrictions and we may become liable to the extent we violate these restrictions. We might not successfully market, sell or distribute our products and services in local markets and we cannot be certain that one or more of these factors will not materially adversely affect our future international operations, and consequently, our business, financial condition and operating results.

Also, sales of our products and services conducted through our subsidiary in the United Kingdom are primarily denominated in Pounds Sterling. We may experience fluctuations in revenues or operating expenses due to fluctuations in the value of the Pounds Sterling relative to the U.S. Dollar. We do not currently enter into transactions with the specific purpose to hedge against currency exchange fluctuations.

Changes in Accounting Standards Regarding Stock Option Plans Will Reduce Our Profitability and Could Limit the Desirability of Granting Stock Options, Which Could Harm Our Ability to Attract and Retain Employees

We have included employee stock-based compensation costs in our results of operations for the three and six months ended June 30, 2008 and 2007, as discussed in Note 1 in the Notes to Condensed Consolidated Financial Statements. The full impact is dependent upon, among other things, the outcome of our current assessment of different long-term incentive strategies involving stock awards in order to continue to attract and retain employees, the total number of stock awards granted and the tax benefit that we may or may not receive from stock-based expenses. In addition, new regulations implemented by The Nasdaq Stock Market requiring stockholder approval for all stock option plans could make it more difficult for us to grant options to employees in the future. To the extent that new regulations make it more difficult or expensive to grant stock options to employees, we may incur increased compensation costs, change our equity compensation strategy or find it difficult to attract, retain and motivate employees, each of which could materially and adversely affect our business.

If We Lose Key Personnel, We May Not be Able to Successfully Manage Our Business and Achieve Our Objectives

We believe our future success will depend upon our ability to retain our key management personnel, including William S. McKiernan, our Chief Executive Officer, and other key members of management because of their experience and knowledge regarding the development, special opportunities and challenges of our business. None of our current key employees are subject to an employment contract which enables us to retain them for a specific period of time. We may not be successful in attracting and retaining key employees in the future.

We May Not Be Able to Adequately Protect Our Proprietary Technology and May Be Infringing Upon Third-Party Intellectual Property Rights

Our success depends upon our proprietary technology. We rely on a combination of patent, copyright, trademark and trade secret rights, confidentiality procedures and licensing arrangements to establish and protect our proprietary rights.

As part of our confidentiality procedures, we enter into non-disclosure agreements with our employees, contractors, vendors and potential customers and alliances. Despite these precautions, third parties could copy or otherwise obtain and use our technology without authorization, or develop similar technology independently. Effective protection of intellectual property rights may be unavailable or limited in foreign countries. We cannot assure you that the protection of our proprietary rights will be adequate or that our competitors will not independently develop similar technology, duplicate our products and services or design around any patents or other intellectual property rights we hold.

We also cannot assure you that third parties will not claim that the technology employed in providing our current or future products and services infringe upon their rights. We have not conducted any search to determine whether any of our products and services or technologies may be infringing upon patent rights of third parties. As the number of products and services in our market increases and functionalities increasingly overlap, companies such as ours may become increasingly subject to infringement claims. In addition, these claims also might require us to enter into royalty or license agreements. Any infringement claims, with or without merit, could absorb significant management time and lead to costly litigation. If required to do so, we may not be able to obtain royalty or license agreements, or obtain them on terms acceptable to us.

We May Become Subject to Government Regulation and Legal Uncertainties That Would Adversely Affect Our Financial Results

We are not currently subject to direct regulation by any domestic or foreign governmental agency, other than regulations applicable to businesses generally, export control laws and laws or regulations directly applicable to e-Commerce. However, due to the increasing usage of the Internet, it is possible that a number of laws and regulations may be applicable or may be adopted in the future with respect to conducting business over the Internet covering issues such as:

•

taxes;

•

user privacy;

•

pricing;

•

content;

•

right to access personal data;

•

copyrights;

•

distribution; and

•

characteristics and quality of products and services.

For example, we believe that our fraud screen service may require us to comply with the Fair Credit Reporting Act (the “Act”). As a precaution, we have implemented processes that we believe will enable us to comply with the Act if we were deemed a consumer reporting agency. Complying with the Act requires us to provide information about personal data stored by us. Failure to comply with the Act could result in claims being made against us by individual consumers and the Federal Trade Commission.

Furthermore, the growth and development of the market for e-Commerce may prompt more stringent consumer protection laws that may impose additional burdens on those companies conducting business online. The adoption of additional laws or regulations may decrease the growth of the Internet or other online services, which could, in turn, decrease the demand for our products and services and increase our cost of doing business.

The applicability of existing laws governing issues such as property ownership, copyrights, encryption and other intellectual property issues, taxation, libel, export or import matters and personal privacy to the Internet is uncertain. The vast majority of laws were adopted prior to the broad commercial use of the Internet and related technologies. As a result, they do not contemplate or address the unique issues of the Internet and related technologies. Changes to these laws intended to address these issues, including some recently proposed changes in the United States regarding taxation and encryption and in the European Union regarding contract formation and privacy, could create uncertainty in the Internet marketplace and impose additional costs and other burdens. These uncertainties, costs and burdens could reduce demand for our products and services or increase the cost of doing business due to increased litigation costs or increased service delivery costs.

The Anti-Takeover Provisions in Our Certificate of Incorporation Could Adversely Affect the Rights of the Holders of Our Common Stock

Anti-takeover provisions of Delaware law and our Certificate of Incorporation may make a change in control more difficult to finalize, even if a change in control would be beneficial to the stockholders. These provisions may allow our Board of Directors to prevent changes in our management and controlling interests. Under Delaware law, our Board of Directors may adopt additional anti-takeover measures in the future.

One anti-takeover provision that we have is the ability of our Board of Directors to determine the terms of preferred stock and issue preferred stock without the approval of the holders of the common stock. Our Certificate of Incorporation allows the issuance of up to 5,610,969 shares of preferred stock. As of June 30, 2008, there are no shares of preferred stock outstanding. However, because the rights and preferences of any series of preferred stock may be set by our Board of Directors in its sole discretion without approval of the holders of the common stock, the rights and preferences of this preferred stock may be superior to those of the common stock. Accordingly, the rights of the holders of common stock may be adversely affected.

Our Fraud Detection Services and Marketing Agreement With Visa U.S.A. Can Be Terminated

In July 2001, we entered into an agreement with Visa U.S.A. to jointly develop and promote the CyberSource Advanced Fraud Screen Service Enhanced by Visa for use in the United States. Under the terms of the agreement, Visa agreed to promote and market the new product to its member financial institutions and Internet merchants. The agreement expires in July 2009, but can be terminated by either party with ninety days prior written notice. Thereafter, the agreement renews automatically for additional periods of one year, unless terminated by either party.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

Our Annual Meeting of Stockholders was held on May 14, 2008. The stockholders voted on proposals to:

Elect six Directors of the Company to serve until the 2009 annual meeting of stockholders.

Ratify the appointment of Ernst & Young, LLP as the independent auditors for the Company for the year ending December 31, 2008.

The proposals were approved by the following votes:

Election of Directors


Nominee	For	Withheld
William S. McKiernan	45,899,574	19,948,828
Robert Donahue	45,118,248	20,730,154
John J. McDonnell, Jr.	62,155,778	3,692,624
Steven P. Novak	61,151,357	4,697,045
Richard Scudellari	32,895,102	32,953,300
Kenneth R. Thornton	62,156,446	3,691,956

Ratify appointment of Ernst & Young, LLP


For	Against	Abstain
64,485,337	1,343,275	19,788

At a meeting held on August 6, 2008, the Board of Directors of the Company adopted a policy that the Board of Directors be comprised of a majority of Directors who are Independent Outside Directors (as defined by the ISS Governance Services Guidelines) and if at any time the Board is not comprised of such a majority, that the Board shall take reasonably prompt action to comply with such policy. The Board is currently seeking an additional qualified Independent Outside Director (as defined by the ISS Governance Services Guidelines) so that a majority of the members of the Board are such Independent Outside Directors. At the August 6, 2008 Board meeting, Mr. Scudellari, a partner of a law firm that provides legal advice and services to the Company, informed the Board that if he is nominated to run for re-election to the Board at the 2009 Annual Meeting of

Stockholders and he does not receive the affirmative majority of the votes cast with respect to his election, he will resign from the Board within 90 days of such meeting. In July 2008, Mr. Scudellari resigned from the Company’s Nominating Committee and Mr. Novak became the Chair of the Nominating Committee. In July 2008, Mr. Scudellari also resigned as the Secretary of the Company and David J. Kim, the Company’s Vice President and General Counsel, became Secretary of the Company.

ITEM 5.

OTHER INFORMATION

In accordance with Section 10A(i)(2) of the Exchange Act and Section 202 of the Sarbanes-Oxley Act of 2002, we are responsible for disclosing the non-audit services approved in the second quarter of fiscal year 2008 by the Audit Committee (“Audit Committee”) of the Board of Directors to be performed by Ernst & Young, our independent auditors. Non-audit services are defined in the law as services other than those provided in connection with an audit or a review of our financial statements. The non-audit services approved by the Audit Committee in the second quarter are each considered by us to be audit-related services which are closely related to the financial audit process. Each of the services has been pre-approved by the Audit Committee and its chairman has been given the authority to pre-approve additional services pursuant to limited authority delegated by the Audit Committee.

ITEM 6.

EXHIBITS

(a)

Exhibits


Exhibit Number		Description

2.1(1)		Agreement and Plan of Reorganization, dated June 17, 2007, by and among CyberSource Corporation, Authorize.Net Holdings, Inc., Congress Acquisition-Sub, Inc. and Congress Acquisition Sub 1, LLC.

3.1(2)		Second Amended and Restated Certificate of Incorporation of CyberSource Corporation.

3.2(3)		Amendment to the Second Amended and Restated Certificate of Incorporation of CyberSource Corporation.

3.3(4)		CyberSource Corporation’s Bylaws, as amended.

3.4(5)		Amendment to the Bylaws.

3.5(6)		Amendment to the Bylaws.

3.6(7)		Amendment to the Bylaws.

3.7(8)		Amendment to the Bylaws.

3.8(9)		Amendment to the Bylaws.

31.1		Certification of William S. McKiernan, Chief Executive Officer of the Registrant dated August 7, 2008, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Steven D. Pellizzer, Senior Vice President of Finance and Chief Financial Officer of the Registrant dated August 7, 2008, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of William S. McKiernan, Chief Executive Officer of the Registrant dated August 7, 2008, in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Steven D. Pellizzer, Senior Vice President of Finance and Chief Financial Officer of the Registrant dated August 7, 2008, in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1)	Incorporated by reference to the same numbered exhibit previously filed with the Company’s Current Report on Form 8-K filed on June 19, 2007.

(2)	Incorporated by reference to the same numbered exhibit previously filed with the Company’s Registration Statement on Form S-1 (Registration No. 333-77545).

(3)	Incorporated by reference to Exhibit 3.1 previously filed with the Company’s Current Report on Form 8-K filed on October 31, 2007.

(4)	Incorporated by reference to Exhibit 3.2 previously filed with the Company’s Registration Statement on Form S-1 (Registration No. 333-77545).

(5)	Incorporated by reference to the same numbered exhibit previously filed with the Company’s Registration Statement on Form S-1/A (Registration No. 333-77545) filed on June 17, 1999.

(6)	Incorporated by reference to Exhibit No. 99.2 previously filed with the Company’s Current Report on Form 8-K filed on August 18, 2005.

(7)	Incorporated by reference to the same numbered exhibit previously filed with the Company’s Current Report on Form 8-K filed on April 5, 2006.

(8)	Incorporated by reference to the same numbered exhibit previously filed with the Company’s Current Report on Form 8-K filed on April 19, 2006.

(9)	Incorporated by reference to Exhibit 3.2 previously filed with the Company’s Current Report on Form 8-K filed on October 31, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	CYBERSOURCE CORPORATION (Registrant)

Date: August 7, 2008	By	/s/ Steven D. Pellizzer
		Steven D. Pellizzer
		Senior Vice President of Finance and Chief Financial Officer
		(Authorized Officer and Principal Financial Officer)