- --------------------------------------------------------------------------------

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X]Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the quarterly period ended June 30, 2001

[_]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 000-27389

INTERWOVEN, INC.
(Exact name of Registrant as specified in its charter)

Delaware 77-0523543
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

1195 West Fremont Avenue, Suite 2000, Sunnyvale, CA 94087
(Address of principal executive offices) (Zip Code)

(408) 774-2000
(Registrant's telephone number including area code)

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 [_]

There were 103,564,298 shares of the Company's Common Stock outstanding on
August 2, 2001.

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TABLE OF CONTENTS

Page
No.
----

PART I FINANCIAL INFORMATION

Item 1. Financial Statements:
Unaudited Condensed Consolidated Balance Sheets as of June 30, 2001 and December 31,
2000.................................................................................... 3

Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months
Ended June 30, 2001 and 2000............................................................ 4

Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 2001 and 2000.................................................................. 5

Notes to Unaudited Condensed Consolidated Financial Statements............................ 6

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations... 11

Item 3. Quantitative and Qualitative Disclosures about Market Risk.............................. 30

PART II OTHER INFORMATION

Item 1. Legal Proceedings....................................................................... 31

Item 2. Changes In Securities And Use Of Proceeds............................................... 31

Item 3. Defaults upon Senior Securities......................................................... 31

Item 4. Submission of Matters to a Vote of Securities Holders................................... 31

Item 5. Other Information....................................................................... 31

Item 6. Exhibits and Reports on Form 8-K........................................................ 31

SIGNATURE....................................................................................... 32

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

INTERWOVEN, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

June 30, December 31,
2001 2000
--------- ------------

ASSETS
------
Current assets:
Cash and cash equivalents....................................................... $ 92,966 $ 75,031
Short-term investments.......................................................... 134,307 147,253
Accounts receivable, net of allowance for doubtful accounts of $1,060 and $564,
respectively.................................................................. 47,316 36,806
Prepaid expenses................................................................ 6,350 7,392
Other current assets............................................................ 2,694 2,860
--------- --------
Total current assets........................................................ 283,633 269,342
Property and equipment, net........................................................ 19,792 14,889
Intangible assets, net............................................................. 196,357 238,502
Restricted cash.................................................................... 605 605
Other assets....................................................................... 644 871
--------- --------
$ 501,031 $524,209
========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable................................................................ $ 6,120 $ 9,918
Accrued liabilities............................................................. 39,447 25,411
Deferred revenue................................................................ 43,315 34,529
--------- --------
Total current liabilities................................................... 88,882 69,858
--------- --------
Stockholders' equity:
Common stock, 500,000 shares authorized, 103,585 and 102,171 shares issued
and outstanding............................................................... 28 27
Additional paid-in capital...................................................... 555,207 539,969
Deferred stock-based compensation............................................... (22,442) (27,627)
Accumulated other comprehensive income.......................................... 136 --
Accumulated deficit............................................................. (120,780) (58,018)
--------- --------
Total stockholders' equity.................................................. 412,149 454,351
--------- --------
$ 501,031 $524,209
========= ========

The accompanying notes are an integral part of these condensed consolidated
financial statements.

INTERWOVEN, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)

Three months ended Six months ended
June 30, June 30,
------------------ -------------------
2001 2000 2001 2000
--------- -------- --------- ---------

Revenues:
License................................................... $ 30,697 $15,421 $ 69,730 $ 24,809
Services.................................................. 24,267 8,840 45,778 13,312
-------- ------- -------- --------
Total revenues........................................ 54,964 24,261 115,508 38,121
-------- ------- -------- --------
Cost of revenues:
License................................................... 682 201 1,172 267
Services.................................................. 15,970 7,908 32,086 12,562
-------- ------- -------- --------
Total cost of revenues................................ 16,652 8,109 33,258 12,829
-------- ------- -------- --------
Gross profit................................................. 38,312 16,152 82,250 25,292
-------- ------- -------- --------
Operating expenses:
Research and development.................................. 7,944 3,188 16,867 5,396
Sales and marketing....................................... 26,094 14,249 54,639 23,918
General and administrative................................ 5,660 2,808 11,430 4,768
Amortization of deferred stock-based compensation......... 4,286 617 8,861 1,450
Amortization of acquired intangible assets................ 21,928 51 44,000 103
Facilities relocation charges............................. 12,784 -- 12,784 --
-------- ------- -------- --------
Total operating expenses.............................. 78,696 20,913 148,581 35,635
-------- ------- -------- --------
Loss from operations......................................... (40,384) (4,761) (66,331) (10,343)
Interest income and other, net............................... 2,210 3,389 4,989 5,981
-------- ------- -------- --------
Net loss before provision for income taxes................... (38,174) (1,372) (61,342) (4,362)
Provision for income taxes................................... 272 51 1,420 106
-------- ------- -------- --------
Net loss..................................................... $(38,446) $(1,423) $(62,762) $ (4,468)
======== ======= ======== ========
Basic and diluted net loss per share......................... $ (0.39) $ (0.02) $ (0.63) $ (0.05)
======== ======= ======== ========
Shares used in computing basic and diluted net loss per share 99,445 89,820 98,926 88,430
======== ======= ======== ========

The accompanying notes are an integral part of these condensed consolidated
financial statements.

INTERWOVEN, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

Six months ended
June 30,
--------------------
2001 2000
--------- ---------

Cash flows from operating activities:
Net loss..................................................................... $ (62,762) $ (4,468)
Adjustments to reconcile net loss to net cash provided by (used in) operating
activities:................................................................
Depreciation.............................................................. 3,702 916
Amortization of deferred stock-based compensation......................... 8,861 1,450
Amortization of acquired intangible assets................................ 44,000 103
Provisions for doubtful accounts.......................................... 700 212
Changes in assets and liabilities:
Accounts receivable....................................................... (11,452) (18,777)
Prepaid expenses and other assets......................................... 1,155 (1,697)
Accounts payable.......................................................... (3,798) 1,295
Accrued liabilities....................................................... 16,192 8,403
Deferred revenue.......................................................... 9,111 14,178
--------- ---------
Net cash provided by operating activities............................. 5,709 1,615
--------- ---------
Cash flows from investing activities:
Purchase of property and equipment........................................... (8,605) (3,962)
Purchases of investments..................................................... (121,840) (145,586)
Maturities of investments.................................................... 134,922 29,118
Purchase price adjustment.................................................... (3,814) --
--------- ---------
Net cash provided by (used in) investing activities................... 663 (120,430)
--------- ---------
Cash flows from financing activities:
Proceeds from exercise of warrants into common stock......................... -- 10
Proceeds from issuance of common stock through stock options and
employee stock purchase plan............................................... 11,574 2,730
Proceeds from issuance of common stock for follow-on offering................ -- 152,388
Repayment of stockholders loans.............................................. -- 97
Repurchase of common stock................................................... (11) --
--------- ---------
Net cash provided by financing activities............................. 11,563 155,225
--------- ---------
Net increase in cash and cash equivalents.................................... 17,935 36,410
Cash and cash equivalents at beginning of period............................. 75,031 10,983
--------- ---------
Cash and cash equivalents at end of period................................... $ 92,966 $ 47,393
========= =========

The accompanying notes are an integral part of these condensed consolidated
financial statements.

INTERWOVEN, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Summary of Significant Accounting Policies:

Basis of Presentation

The interim unaudited condensed consolidated financial statements have been
prepared on the same basis as the annual consolidated financial statements and,
in the opinion of management, reflect all adjustments, which include only
normal recurring adjustments, necessary to present fairly the Company's
financial position and results of operations for the three and six months ended
June 30, 2001 and 2000 and cash flows for the six months ended June 30, 2001
and 2000. These unaudited condensed consolidated financial statements and notes
thereto should be read in conjunction with the Company's audited financial
statements and related notes included in the Company's 2000 Annual Report on
Form 10-K as amended. The results of operations for the three and six months
ended June 30, 2001 are not necessarily indicative of results that may be
expected for any other interim period or for the full fiscal year.

Revenue recognition

Revenue consists principally of fees for licenses of the Company's software
products, maintenance, consulting, and training. The Company recognizes revenue
using the residual method in accordance with Statement of Position 97-2 (SOP
97-2), "Software Revenue Recognition," as amended by SOP 98-9, "Modification of
SOP 97-2, Software Revenue Recognition with Respect to Certain Transactions."
Under the residual method, revenue is recognized in a multiple element
arrangement in which Company-specific objective evidence of fair value exists
for all of the undelivered elements in the arrangement, but does not exist for
one or more of the delivered elements in the arrangement. Company-specific
objective evidence of fair value of maintenance and other services is based on
the Company's customary pricing for such maintenance and/or services when sold
separately. At the outset of the arrangement with the customer, the Company
defers revenue for the fair value of its undelivered elements (e.g.,
maintenance, consulting, and training) and recognizes revenue for the remainder
of the arrangement fee attributable to the elements initially delivered in the
arrangement (i.e., software product) when the basic criteria in SOP 97-2 have
been met. If such evidence of fair value for each element of the arrangement
does not exist, all revenue from the arrangement is deferred until such time
that evidence of fair value does exist or until all elements of the arrangement
are delivered.

Under SOP 97-2, revenue attributable to an element in a customer arrangement
is recognized when persuasive evidence of an arrangement exists, delivery has
occurred, the fee is fixed or determinable, collectibility is probable, and the
arrangement does not require services that are essential to the functionality
of the software. If at the outset of the customer arrangement, the Company
determines that the arrangement fee is not fixed or determinable or that
collectibility is not probable, revenue is recognized when the arrangement fee
becomes due and payable.

The Company's specific policies for recognition of license revenues and
services revenues are as follows:

License revenues are recognized when persuasive evidence of an agreement
exists, the product has been delivered, the license fee is fixed or
determinable and collection of the fee is probable. In addition to the
aforementioned items, when assessing probability of collection, the Company
considers the number of years in business, history of collection, and product
acceptance within each geographic sales region. The Company does not offer
product return rights to resellers or end users. The Company will continue to
assess probability of collections on an individual agreement-by-agreement
basis.

Services revenues consist of professional services and maintenance fees.
Professional services primarily consist of software installation and
integration, business process consulting and training. Professional services
are predominately billed on a time and materials basis and revenues are
recognized as the services are performed.

INTERWOVEN, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Maintenance agreements are typically priced based on a percentage of the
product license fee and have a one-year term, renewable annually. Services
provided to customers under maintenance agreements include technical product
support and unspecified product upgrades. Deferred revenues from advanced
payments for maintenance agreements are recognized ratably over the term of the
agreement, which is typically one year.

The Company expenses all manufacturing, packaging and distribution costs
associated with software license sales as cost of goods sold.

Comprehensive loss

For the six months ended June 30, 2000, comprehensive loss of $4.5 million
consists entirely of the net loss, as there were no comprehensive loss
adjustments. For the six months ended June 30, 2001, comprehensive loss of
$62.7 million consists of $136,000 net unrealized investment gain and $62.8
million net loss.

Note 2. Net loss per share

The Company computes net loss per share in accordance with SFAS No. 128,
"Earnings per Share" and SEC Staff Accounting Bulletin (SAB) No. 98. Under the
provisions of SFAS No. 128 and SAB No. 98, basic net loss per share is computed
using the weighted-average number of outstanding shares of common stock,
excluding shares of restricted stock subject to repurchase summarized below.
Diluted net loss per share is computed using the weighted-average number of
shares of common stock outstanding and, when dilutive, potential common shares
from options and unvested restricted stock using the treasury stock method and
from convertible securities on an "as if converted" basis.

The following table sets forth the computation of basic and diluted net loss
per share for the periods indicated (in thousands, except per share amounts):

Three months ended Six months ended
June 30, June 30,
----------------- -----------------
2001 2000 2001 2000
-------- ------- -------- -------
(unaudited)

Numerator:
Net loss attributable to common stockholders...... $(38,446) $(1,423) $(62,762) $(4,468)
======== ======= ======== =======
Denominator:
Weighted average shares........................... 102,998 96,305 102,685 95,441
Weighted average unvested common stock subject to
repurchase...................................... (3,553) (6,485) (3,759) (7,011)
-------- ------- -------- -------
Denominator for basic and diluted calculation..... 99,445 89,820 98,926 88,430
======== ======= ======== =======
Net loss per share:
Basic and diluted................................. $ (0.39) $ (0.02) $ (0.63) $ (0.05)
======== ======= ======== =======

Options to purchase 18,148,684 and 12,284,075 shares of common stock at a
weighted-average exercise price of $10.90 and $8.88 have been excluded from the
computation of diluted net earnings per share for the three months ended June
30, 2001 and 2000, respectively, as their effect would have been antidilutive.
Options to purchase 18,334,326 and 8,596,830 shares of common stock at a
weighted-average exercise price of $11.28 and $7.18 have been excluded from the
computation of diluted net earnings per share for the six months ended June 30,
2001 and 2000, respectively, as their effect would have been antidilutive.

INTERWOVEN, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

3,553,135 and 6,485,064 shares of common stock subject to repurchase at a
weighted-average price of $0.21 and $0.24 have been excluded from the
computation of diluted net loss per share for the three months ended June 30,
2001 and 2000, respectively, as their effect would have been antidilutive.
3,758,976 and 7,011,046 shares of common stock subject to repurchase at a
weighted-average price of $0.21 and $0.23 have been excluded from the
computation of diluted net loss per share for the six months ended June 30,
2001 and 2000, respectively, as their effect would have been antidilutive.

Warrants to purchase 116,316 and 148,192 shares of common stock at a
weighted-average exercise price of $2.125 have been excluded from the
computation of diluted net earnings per share for the three and six months
ended June 30, 2001 and 2000, respectively, as their effect would have been
antidilutive.

Note 3. Follow-on offering

In February 2000, the Company completed a follow-on public offering of
12,000,000 shares of common stock at a price of $40.25 per share. The Company
sold 4,000,000 shares in this offering and selling stockholders sold 8,000,000
shares. Net proceeds to the Company were $152.4 million.

Note 4. Stock Split

On June 1, 2000, the Company's Board of Directors approved a 2-for-1 stock
split of the outstanding shares of common stock in the form of a stock
dividend. These shares were distributed on July 13, 2000. On October 12, 2000
the Company's Board of Directors approved a 2-for-1 stock split of the
outstanding shares of common stock in the form of a stock dividend. These
shares were distributed on January 2, 2001. All share and per share information
included in these consolidated financial statements have been retroactively
adjusted to reflect these stock splits.

Note 5. Stock Option Exchange Program

In April 2001, the Company commenced an option exchange program under which
all of its option holders were given the opportunity to exchange all or part of
their existing options to purchase common stock of the Company for a smaller
number of options, with a new exercise price and a new vesting schedule. Each
two options were eligible for exchange for one new option, at an exercise price
of $14.63 per share and with a four-year vesting period, beginning April 20,
2001, with a six-month "cliff" and monthly vesting thereafter. The right to
exchange terminated May 18, 2001. Options to purchase approximately 5.1 million
shares were returned in the exchange program, reducing outstanding options by
approximately 2.6 million. The new options were granted under the Interwoven
1999 Equity Incentive Plan and 2000 Stock Incentive Plan. The Company will
account for the exchanged options as a variable option plan whereby the
accounting charge for the options will be reassessed and reflected in the
income statement for each reporting period.

Note 6. Recent Pronouncements

On June 29, 2001, the Financial Accounting Standards Board (FASB), voted
unanimously to approve Statement of Financial Accounting Standards 141 (FAS
141), "Business Combinations" and Statement of Financial Accounting Standards
142 (FAS 142), "Goodwill and Other Intangible Assets". FAS 141 will require the
purchase method of accounting on all transactions initiated after June 30, 2001
and the pooling of interests method will no longer be allowed. FAS 142 will
require that goodwill and all identifiable intangible assets that have an
indeterminable life, be recognized as assets but not be amortized. These assets
will be assessed for impairment on an annual basis. Identifiable intangible
assets that have a determinable life will continue to be

INTERWOVEN, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

segregated from goodwill and amortized over their useful lives. These assets
will be assessed for impairment pursuant to guidance in FAS 121. Companies will
be required to maintain documentation of their impairment testing activities
and include significant disclosure in filings in the event of an impairment
charge. Goodwill and other intangible assets arising from acquisitions
completed before July 1, 2001 (previously recognized goodwill and intangible
assets) will be accounted for in accordance with the provisions of FAS 142
beginning January 1, 2002. The Company has not determined the impact of these
pronouncements on its financial position and results of operations. Any
acquisitions consummated between July 1, 2001 and December 31, 2001 will be
accounted for in accordance with the provisions of FAS 141 and 142.

In June 1998, FASB issued Statement No. 133 (FAS 133), "Accounting for
Derivative Instruments and Hedging Activity", which was subsequently amended by
Statement No. 137 (FAS 137), "Accounting for Derivative Instruments and Hedging
Activities: Deferral of Effective Date of FASB 133" and Statement No.138 (FAS
138), "Accounting for Certain Derivative Instruments and Certain Hedging
Activities: an amendment of FASB Statement No. 133". FAS 137 requires adoption
of FAS 133 in years beginning after June 15, 2000. FAS 138 establishes
accounting and reporting standards for derivative instruments and addresses a
limited number of issues causing implementation difficulties for numerous
entities. It requires the Company to recognize all derivatives on the balance
sheet at fair value; derivatives that are not hedges must be recorded at fair
value through earnings. If the derivative qualifies as a hedge, depending on
the nature of the exposure being hedged, changes in the fair value of
derivatives are either offset against the change in fair value of hedged
assets, liabilities, or firm commitments through earnings or are recognized in
other comprehensive income until the hedged cash flow is recognized in
earnings. The ineffective portion of a derivative's change in fair value is
recognized in earnings. The Company adopted FAS 133 effective January 1, 2001,
and such adoption did not have a material impact on its consolidated financial
statements.

Note 7. Acquisitions

On July 18, 2000, the Company acquired all of the outstanding capital stock
of Neonyoyo, Inc. in exchange for approximately $8.0 million in cash and
approximately 2,174,000 shares of its common stock. In addition, the Company
assumed options to purchase a total of 33,862 shares of its common stock in
exchange for all issued and outstanding Neonyoyo options and agreed to pay cash
upon the exercise of such assumed options.

On October 31, 2000, the Company acquired all of the outstanding capital
stock of Ajuba Solutions, Inc. in exchange for approximately 360,000 shares of
Interwoven common stock. In addition, the Company issued options to purchase a
total of approximately 218,000 shares of its common stock in exchange for all
issued and outstanding Ajuba options. The Company also paid approximately
$650,000 to Ajuba in connection with the acquisition.

On November 1, 2000, the Company acquired all of the outstanding capital
stock of Metacode Technologies, Inc. in exchange for approximately 1,860,000
shares of its common stock. In addition, the Company issued options to purchase
a total of 914,000 shares of its common stock in exchange for all issued and
outstanding Metacode options and the Company also paid approximately $5.3
million to Metacode in connection with the acquisition.

INTERWOVEN, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The amounts and components of the purchase price, and the allocation of the
purchase price to assets acquired, as of the acquisition dates, were as follows
(in thousands):

Ajuba Metacode
Neonyoyo Solutions Technologies
-------- --------- ------------

Components of purchase price
Cash........................................... $ 9,949 $ 650 $ 5,250
Equity......................................... 76,311 21,061 114,049
Incremental fair value of stock options assumed 6 2,094 30,613
Transaction costs.............................. 1,967 1,105 2,601
------- ------- --------
Total purchase price........................ $88,233 $24,910 $152,513
======= ======= ========
Allocation of purchase price
Tangible assets................................ $ 1,116 $ 2,073 $ 5,206
Intangible assets
Workforce................................... 582 1,480 1,700
Goodwill.................................... 77,907 25,733 143,473
Assumed liabilities......................... (25) (4,376) (566)
In-process research and development......... 1,724 -- 100
Covenants not to compete.................... 6,929 -- --
Completed technology........................ -- -- 2,600
------- ------- --------
Net assets acquired..................... $88,233 $24,910 $152,513
======= ======= ========

Subsequent to each acquisition date and upon completion of audits of each
acquiree, the Company adjusted the fair value of tangible assets assumed
resulting in a purchase price adjustment. From the acquisition date through
June 30, 2001, the purchase price adjustment for Neonyoyo Inc. included a
non-cash adjustment of $1.3 million; the purchase price adjustment for Ajuba
Soutions included a cash adjustment of $84,000 and a non-cash adjustment of
$398,000; the purchase price adjustment for Metacode Technologies included a
cash adjustment of $3.7 million and a non-cash adjustment of $182,000.

The following unaudited pro forma financial data representing the results of
operations had the entities been combined with Interwoven for the quarters
ended June 30, 2001 and 2000 includes the straight-line amortization of
intangibles over a period of two to four years and excludes the charges for
in-process research and development and facilities relocation (in thousands,
except per share amounts).

Three months ended Six months ended
June 30, June 30,
------------------ ------------------
2001 2000 2001 2000
-------- -------- -------- --------

Revenue....................... $ 54,964 $ 24,940 $115,508 $ 39,479
Net loss...................... $(38,446) $(32,927) $(62,762) $(67,476)
Weighted average common shares 99,445 94,240 98,926 92,850
Net loss per share............ $ (0.39) $ (0.35) $ (0.63) $ (0.73)

Note 8. Facilities Relocation Charges

Facilities relocation charges of $12.8 million were recorded in the second
quarter of 2001. These charges relate to the consolidation of our three
existing buildings into a single corporate headquarter location in the Silicon
Valley. The charges include the non-discounted cash flow commitments associated
with the abandonment of existing Silicon Valley facilities, netted with
estimated sublease income. The relocation charges are an estimate as of June
30, 2001 and may change as we obtain subleases for the existing facilities and
the actual sublease income is known.

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

This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, including statements regarding deferred compensation
costs, expansion of our professional services organization, expected increases
in expenses, and other expectations regarding future financial and operating
results. All forward-looking statements included in this document are based on
the information available to us on the date hereof, and we assume no obligation
to update any such forward-looking statements. Forward-looking statements
involve risks and uncertainties, and actual results may differ materially from
the results discussed in this report. Factors that might cause such a
difference include, but are not limited to those discussed in "Factors
Affecting Future Results". Readers are urged to review and consider carefully
our various disclosures, in this report and in our Annual Report on Form 10-K
as amended, that advise interested parties of risks and uncertainties that
affect our business.

As a result of our limited operating history and the emerging nature of the
market for web content management software and services in which we compete, it
is difficult for us to forecast our revenues or earnings accurately. It is
possible that in some future periods our results of operations may not meet or
exceed the management's projections, or expectations of public market analysts
and investors. If this occurs, the price of our common stock is likely to
decline. Factors that have caused our results to fluctuate in the past, and are
likely to cause fluctuations in the future, include:

. the number and size of customer orders and the timing of product and
service deliveries, particularly for new web initiatives launched by our
customers and potential customers;

. limitations on our customers' and potential customers' information
technology budgets and information technology staffing levels;

. variability in the mix of products and services sold;

. our ability to retain our current customers and attract new customers;

. the amount and timing of operating costs relating to expansion of our
business, including our planned international expansion;

. the announcement or introduction of new products or services by us or
our competitors;

. our ability to attract and retain personnel, particularly management,
engineering and sales personnel and technical consultants;

. our ability to upgrade and develop our systems and infrastructure to
accommodate our growth; and

. costs related to acquisition of technologies or businesses.

The following discussion and analysis of the financial condition and results
of operations should be read in conjunction with our financial statements and
notes appearing elsewhere in this report

Overview

Interwoven was incorporated in March 1995 to provide software products and
services for web content management. Our products allow large teams of people
across an enterprise to contribute and edit web content on a collaborative
basis, reducing the time-to-web for critical eBusiness initiatives. From March
1995 through March 1997, we were a development stage company conducting
research and development for our initial products. In May 1997, we shipped the
first version of our principal product, TeamSite. We subsequently developed and
released enhanced versions of TeamSite and have introduced related products. As
of June 30, 2001, we had sold our products and services to over 790 customers.
We market and sell our products through a direct sales force and augment our
sales efforts through relationships with systems integrators and other
strategic partners. We are headquartered in Sunnyvale, California and maintain
additional offices in the metropolitan areas of Atlanta, Boston, Chicago,
Dallas, Los Angeles, New York City, San Francisco, Seattle and Washington, D.C.

In addition, we have offices in Australia, Brazil, Canada, France, Hong Kong,
Germany, Japan, Mexico, Netherlands, Norway, Singapore, Spain, Sweden and the
United Kingdom. We had 987 employees as of June 30, 2001.

We derive revenues from the license of our software products and from
services we provide to our customers. To date, we have derived the majority of
our license revenues from licenses of TeamSite. License revenues are recognized
when persuasive evidence of an agreement exists, the product has been
delivered, the license fee is fixed or determinable and collection of the fee
is probable. In addition to the aforementioned items, when assessing
probability of collection, we consider the number of years in business, history
of collection, and product acceptance within each geographic sales region.
Services revenues consist of professional services and maintenance fees.
Professional services primarily consist of software installation and
integration, business process consulting and training. We generally bill our
professional services customers on a time and materials basis and recognize
revenues as the services are performed. Maintenance agreements are typically
priced based on a percentage of the product license fee, and typically have a
one-year term that is renewable annually. Services provided to customers under
maintenance agreements include technical product support and an unspecified
number of product upgrades as released by us during the term of a maintenance
agreement. Revenues from maintenance support agreements are recognized ratably
over the term of the agreement.

We have incurred substantial costs to develop our technology and products,
to recruit and train personnel for our engineering, sales and marketing and
services organizations, and to establish our administrative organization. As a
result, we have incurred net losses through the quarter ending June 30, 2001
and had an accumulated deficit of $120.8 million as of June 30, 2001. We
anticipate that our cost of services revenues and operating expenses in
absolute dollars will increase substantially in the future as we grow our
services organization to support an increased level and expanded number of
services offered, increase our sales and marketing operations, develop new
distribution channels, fund greater levels of research and development, and
improve our operational and financial systems. In addition, our limited
operating history and the weakness of the current economic environment
generally makes the prediction of future results of operations difficult and,
accordingly, there can be no assurance that we will achieve or sustain
profitability.

We have generally made business decisions with reference to net profit
metrics excluding non-cash charges, such as acquisition and stock-based
compensation charges. We expect to continue to make acquisitions, incur
stock-based compensation and intangible amortization charges, which will
increase our losses inclusive of these non-cash expenses.

We acquired a total of three corporations in 2000: Neonyoyo, Inc.; Ajuba
Solutions, Inc.; and Metacode Technologies, Inc. Under U.S. generally accepted
accounting principles, we have accounted for the three business combinations
using the purchase method of accounting and recorded the market value of our
common stock and options issued in connection with them and the amount of
direct transaction costs as the cost of acquiring these entities. That cost is
allocated among the individual assets acquired and liabilities assumed,
including various identifiable intangible assets such as goodwill, in-process
research and development, acquired technology, acquired workforce and
convenants not to compete, based on their respective fair values.

We allocated the excess of the purchase cost over the fair value of the net
assets to goodwill. The impact of purchase accounting on our operating results
is significant. The impact of these mergers and acquisitions resulted in
amortization of acquired intangible assets of $21.9 million for the quarter
ended June 30, 2001. We have also recorded deferred compensation related to
options assumed and shares issued to effect business combinations and options
granted below fair market value associated with our initial public offering in
October 1999, of which amortization was $4.3 million in the quarter ended June
30, 2001.

The following table reflects the prospective impact of deferred compensation
costs and the annual amortization of purchased intangibles attributable to our
mergers and acquisitions in the past two years (in thousands). Included in the
prospective impact of deferred compensation costs are the projected variable

accounting charges based on the Company's stock price as of June 30, 2001. The
variable component of the accounting charge will be reassessed and reflected in
the income statement each reporting period.

Fiscal Year
------------------------------
2001 2002 2003 2004
-------- ------- ------ ------

Intangible Assets....... $ 88,244 $ 4,073 $1,122 $ 542
Stock-based Compensation 17,588 9,499 4,435 1,807
-------- ------- ------ ------
$105,832 $13,572 $5,557 $2,349
======== ======= ====== ======

Results of Operations

The following table lists, for the periods indicated, our statement of
operations data as a percentage of total revenues:

Three months Six months
ended ended
June 30, June 30,
---------- ---------
2001 2000 2001 2000
---- ---- ---- ----

Revenues:
License........................................... 56 % 64 % 60 % 65 %
Services.......................................... 44 % 36 % 40 % 35 %
--- --- --- ---
Total revenues................................ 100 % 100 % 100 % 100 %
Cost of revenues:
License........................................... 1 % 1 % 1 % 1 %
Services.......................................... 29 % 32 % 28 % 33 %
--- --- --- ---
Total cost of revenues........................ 30 % 33 % 29 % 34 %
Gross profit......................................... 70 % 67 % 71 % 66 %
Operating expenses:
Research and development.......................... 14 % 13 % 15 % 14 %
Sales and marketing............................... 47 % 59 % 47 % 63 %
General and administrative........................ 10 % 12 % 10 % 12 %
Amortization of deferred stock-based compensation. 8 % 3 % 8 % 4 %
Amortization of acquired intangible assets........ 40 % 0 % 38 % 0 %
Facilities relocation charges..................... 24 % 0 % 11 % 0 %
--- --- --- ---
Total operating expenses...................... 143 % 87 % 129 % 93 %
Loss from operations................................. (73)% (20)% (58)% (27)%
Interest income and other, net....................... 4 % 14 % 4 % 15 %
Net loss before provision for income taxes........... (69)% (6)% (54)% (12)%
Provision for income taxes........................... 1 % 0 % 0 % 0 %
--- --- --- ---
Net loss............................................. (70)% (6)% (54)% (12)%
=== === === ===

Three months ended June 30, 2000 and 2001

Revenues

Total revenues increased 127% from $24.3 million for the three months ended
June 30, 2000 to $55.0 million for the three months ended June 30, 2001. This
increase was attributable to greater market acceptance of our products and
services, expanded product configurations and the greater quantity of user
seats purchased on average, as well as an increase in license and services
revenues generated by an expanded number of customers who licensed our
products. The number of new customers increased from 363 in the three months
ended June 30,

2000 to 791 in the three months ended June 30, 2001. The average sales price of
an initial production order was $325,000 for the three months ended June 30,
2000 and $320,000 for the three months ended June 30, 2001. Our ability to
attract new customers was a result of our developing a larger and more
experienced sales and marketing staff, which numbered 180 persons in the three
months ended June 30, 2000 and 417 persons in the three months ended June 30,
2001, and a result of increased levels of partner-influenced sales.

License. License revenues increased 99% from $15.4 million for the three
months ended June 30, 2000 to $30.7 million for the three months ended June 30,
2001. The increase in license revenues in absolute dollars reflects the same
factors that caused total revenues to increase from period to period. License
revenues as a percentage of total revenues represented 64% and 56% for the
three months ended June 30, 2000 and June 30, 2001, respectively, which
reflects strong services revenues. The decrease in license revenues as a
percentage of total revenues reflects delays in customer spending and the
general slowdown in the economy, particularly in Europe. The increase in
license revenues in absolute dollars is due to a larger customer base.

Services. Services revenues increased 175% from $8.8 million for the three
months ended June 30, 2000 to $24.3 million for the three months ended June 30,
2001. Services revenues represented 36% and 44% of total revenues,
respectively, in those periods. The increase in services revenues as a
percentage of total revenues reflects a $7.9 million increase in professional
services fees, a $6.5 million increase in maintenance fees and a $1.0 million
increase in training fees. The increased professional services and maintenance
fees were due to increased demand for services and maintenance from a larger
customer base and to an increase in the number of professional services staff.

Cost of Revenues

License. Cost of license revenues includes expenses incurred to manufacture,
package and distribute our software products and related documentation, as well
as costs of licensing third-party software sold in conjunction with our
software products. Cost of license revenues increased 239% from $201,000 for
the three months ended June 30, 2000 to $682,000 for the three months ended
June 30, 2001. Cost of license revenues represented 1% and 2%, respectively, of
license revenues in the three months ended June 30, 2000 and June 30, 2001. The
increase in absolute dollars of cost of license revenues was attributable to an
increase in royalties paid to third party software vendors as well as an
increase in the volume of products shipped.

We expect cost of license revenues to increase in absolute dollar amounts in
the future. We also expect the cost of license revenues as a percentage of
license revenues to vary from period to period depending upon the royalties to
third party software vendors and amounts of license revenues recognized in each
period.

Services. Cost of services revenues consists primarily of salary and related
costs of our professional services, training, maintenance and support
personnel, as well as subcontractor expenses. Cost of services revenues
increased 102% from $7.9 million for the three months ended June 30, 2000 to
$16.0 million for the three months ended June 30, 2001. Cost of services
revenues represented 89% and 66% of services revenues, respectively, in those
periods. This increase in absolute dollars of cost of services revenues was
primarily attributable to an increase in the number of in-house services
personnel from 137 to 278. The decrease in cost of services revenues as a
percentage of services revenues was a result of improved productivity in the
services organization.

While we have experienced significant increases in our cost of services, we
anticipate the cost of services revenues to increase at a slower rate. Since
services revenues have lower gross margins than license revenues, an expansion
of services revenues will reduce our gross margins if our license revenues do
not increase significantly. We expect cost of services revenues as a percentage
of services revenues to vary from period to period depending in part on whether
the services are performed by our in-house staff or by subcontractors, and on
the overall utilization rates of our in-house professional services staff. The
utilization of in-house staff or subcontractors is affected by the mix of
services we provide, which is unpredictable.

Gross Profit

Gross profit increased 137% from $16.2 million for the three months ended
June 30, 2000 to $38.3 million for the three months ended June 30, 2001. Gross
profit represented 67% and 70% of total revenues, respectively, in those
periods. This increase in absolute dollar amounts reflects increased license
and services revenues from a larger customer base, as well as an increase in
services revenues. The increase in gross profit as a percentage of total
revenues was a result of an improvement in the effective staff utilization rate
of our professional services organization, which offset the impact on gross
profit of the decrease in license revenues as a percentage of total revenues.
We have made and we expect to continue to make investments in our professional
services organization to increase the capacity of that organization to meet the
demand for services from our customers. We expect gross profit as a percentage
of total revenues to fluctuate from period to period primarily as a result of
changes in the relative proportion of license and services revenues.

Operating Expenses

Research and Development. Research and development expenses consist
primarily of personnel and related costs to support product development
activities. Research and development expenses increased 149% from $3.2 million
for the three months ended June 30, 2000 to $7.9 million for the three months
ended June 30, 2001, representing 13% and 14% of total revenues in those
periods, respectively. This increase in absolute dollar amounts was due to
increases in the number of our product development personnel, which grew from
52 to 173 persons, and to higher associated wages, salaries and recruitment
costs. We believe that continued investment in research and development is
critical to our strategic objectives, and we expect that the dollar amounts of
research and development expenses to increase in future periods. We expect that
the percentage of total revenues represented by research and development
expenses will fluctuate from period to period depending primarily on when we
hire new research and development personnel as well as the size and timing of
product development projects. To date, all software development costs have been
expensed in the period incurred.

Sales and Marketing. Sales and marketing expenses consist primarily of
salaries and related costs for sales and marketing personnel, sales
commissions, travel and marketing programs. Sales and marketing expenses
increased 83% from $14.2 million for the three months ended June 30, 2000 to
$26.1 million for the three months ended June 30, 2001, representing 59% and
47% of total revenues, respectively, in those periods. This increase in
absolute dollar amounts primarily reflects increases in sales and marketing
personnel costs of $7.3 million. The decrease in sales and marketing expenses
as a percentage of total revenues reflects total revenues increasing more
rapidly than sales due to increases in product prices and the management of
sales and marketing spending in light of the current economic slowdown. We are
endeavoring to control, and possibly reduce, our sales and marketing costs in
absolute dollars throughout the current economic slowdown. We anticipate that,
with evidence of a sustained recovery of the U.S. economy, we would continue to
invest in order to expand our customer base and increase brand awareness. We
also anticipate that the percentage of total revenues represented by sales and
marketing expenses will fluctuate from period to period depending primarily on
when we hire new sales personnel, the timing of new marketing programs and the
levels of revenues in each period.

General and Administrative. General and administrative expenses consist
primarily of salaries and related costs for accounting, human resources, legal
and other administrative functions, as well as provisions for doubtful
accounts. General and administrative expenses increased 102% from $2.8 million
for the three months ended June 30, 2000 to $5.7 million for the three months
ended June 30, 2001, representing 12% and 10% of total revenues, respectively.
This increase in absolute dollar amounts was due to additional staffing of
general and administrative functions to support expanded operations. The
decrease in general and administrative expenses as a percentage of total
revenues reflects total revenues increasing more rapidly than general and
administrative expenses due to increases in product prices and the management
of general and administrative spending in light of the current economic
slowdown. We are endeavoring to control, and possibly reduce, our general and
administrative costs in absolute dollars throughout the current economic
slowdown. We anticipate that, with evidence of a sustained recovery of the U.S.
economy, we would continue to invest in order to support expanding operations.
We expect that the percentage of total revenues represented by general and

administrative expenses will fluctuate from period to period depending
primarily on when we hire new general and administrative personnel to support
expanding operations as well as the size and timing of expansion projects.

Amortization of Deferred Stock-Based Compensation. We recorded deferred
stock-based compensation of $7.3 million and $30.4 million for stock options
granted in 1999 and stock options granted and assumed in 2000, respectively. In
2000, we recorded deferred stock-based compensation of $28.8 million in
connection with granting of stock options and issuance of shares related to the
acquisitions of Neonyoyo, Metacode Technologies and Ajuba Solutions.
Amortization of deferred stock-based compensation was $617,000 and $4.3 million
for the three months ended June 30, 2000 and 2001, respectively. Approximately
$172,000, $65,000, $308,000 and $72,000 of deferred stock-based compensation
amortization relates to personnel in services, research and development, sales
and marketing and general and administrative departments, respectively, for the
three months ended June 30, 2000. Approximately $148,000, $2.5 million, $1.3
million and $352,000 of deferred stock-based compensation amortization relates
to personnel in services, research and development, sales and marketing and
general and administrative departments, respectively, for the three months
ended June 30, 2001. We expect amortization of deferred stock-based
compensation to be approximately $17.6 million and $9.5 million for fiscal year
2001 and 2002, respectively, which includes an estimated variable accounting
charge based upon the Company's closing stock price as of June 30, 2001. The
variable accounting charge relates to the stock option exchange program, which
is a variable option plan whereby the accounting charge for the options will be
reassessed and reflected in the income statement for each reporting period.

Amortization of Acquired Intangible Assets. In July 2000, we recorded
intangible assets of approximately $87.1 million in connection with the
acquisition of Neonyoyo, Inc. Goodwill related to this transaction approximated
$77.9 million and intangible assets related to workforce and covenants not to
compete of Neonyoyo, Inc. approximated $7.5 million of the purchase price. The
total purchase price for this acquisition was approximately $88.2 million. The
purchase price was allocated to the tangible and intangible assets acquired and
liabilities assumed based upon their respective fair values at the acquisition
date. In October 2000, we recorded intangible assets of approximately $27.2
million in connection with the acquisition of Ajuba Solutions, Inc. including
goodwill in the amount of approximately $25.7 million and intangible assets
related to workforce of approximately $1.5 million of the purchase price. The
total purchase price for this acquisition was approximately $24.9 million. In
November 2000, we recorded intangible assets of approximately $147.9 million in
connection with the acquisition of Metacode Technologies, Inc. including
goodwill of approximately $143.5 million, intangible assets related to
workforce of Metacode of approximately $1.7 million and completed technology of
approximately $2.6 million of the purchase price. The total purchase price for
this acquisition was approximately $152.5 million. Amortization of acquired
intangible assets was $51,000 and $22.0 million for the three months ended June
30, 2000 and 2001, respectively. We expect amortization of acquired intangible
assets to be $88.2 million and $4.1 million for fiscal year 2001 and 2002,
respectively.

Subsequent to each acquisition date and upon completion of audits of each
acquiree, the Company adjusted the fair value of tangible assets assumed
resulting in a purchase price adjustment. For the three months ended June 30,
2001, the purchase price adjustment for Neonyoyo Inc. included a non-cash
adjustment of $1.2 million; the purchase price adjustment for Ajuba Solutions
included a cash adjustment of $84,000 and a non-cash adjustment of $435,000;
and the purchase price adjustment for Metacode Technologies included a non-cash
adjustment of $182,000.

These acquisitions were accounted for as purchase business combinations. In
connection with these acquisitions, we recorded $247.1 million in goodwill and
$15.1 million in other intangible assets. As of June 30, 2001, our stock price
has declined significantly since the respective valuation dates of the shares
issued in connection with each acquisition. Subsequent to June 30, 2001, our
stock price has been volatile. Due to these changes, along with changes in the
markets in which we compete and in the United States and global economies, we
have begun an analysis to evaluate our product offering and cost containment
strategies. In connection with our analysis, we also will evaluate whether the
respective fair values of our goodwill and other intangible assets may be less
than their respective carrying values. This process will include an analysis of
estimated cash flows

that we expect to generate from future operations for purposes of determining
whether an impairment of goodwill and other intangible assets has occurred. If,
as a result of our analysis, we determine that there has been an impairment of
goodwill and other intangibles assets, the carrying value of these assets would
be written down to their fair values as a charge against our operating results
in the period that the determination is made. A significant impairment would
harm our financial position and operating results if it were recorded.

Facilities Relocation Charges. Facilities relocation charges of $12.8
million were recorded in the second quarter of 2001. These charges relate to
the consolidation of our three existing buildings into a single corporate
headquarter location in the Silicon Valley. The charges include the
non-discounted cash flow commitments associated with the abandonment of
existing Silicon Valley facilities, netted with estimated sublease income. The
relocation charges are an estimate as of June 30, 2001 and may change as we
obtain subleases for the existing facilities and the actual sublease income is
known.

Interest Income and Other, Net. Interest income and other, net, decreased
from $3.4 million for the three months ended June 30, 2000 to $2.2 million for
the three months ended June 30, 2001 due to the decrease in interest rates
earned on cash and short term investments.

Provision for Income Taxes. Income tax expense was $272,000 for the three
months ended June 30, 2001, based on pretax loss of $38.2 million. The
difference between the expected tax benefit and the actual tax provision is
primarily due to non-deductible acquisition-related charges. Excluding the
effect of amortization of deferred stock-based compensation, amortization of
acquired intangible assets and one-time facilities relocation charge on net
income, the effective tax rate for the three months ended June 30, 2001 is 33%.

Six months ended June 30, 2000 and 2001

Revenues

Total revenues increased 203% from $38.1 million for the six months ended
June 30, 2000 to $115.5 million for the six months ended June 30, 2001. This
increase was attributable to greater market acceptance of our products and
services expanded product configurations and the greater quantity of user seats
purchased on average, as well as an increase in licenses and services revenues
generated by an expanded number of customers who licensed our products. Our
ability to attract new customers was a result of our developing a larger and
more experienced sales and marketing staff, which numbered 180 persons in the
six months ended June 30, 2000 and 417 persons in the six months ended June 30,
2001, and a result of increased levels of partner-influenced sales.

License. License revenues increased 181% from $24.8 million for the six
months ended June 30, 2000 to $69.7 million for the six months ended June 30,
2001. License revenues represented 65% and 60% of total revenues, respectively,
in those periods. The decrease in license revenues as a percentage of total
revenues reflects delays in customer spending and the general slowdown in the
economy. The increase in license revenues in absolute dollars reflects our
growing customer base.

Services. Services revenues increased 244% from $13.3 million for the six
months ended June 30, 2000 to $45.8 million for the six months ended June 30,
2001. Services revenues represented 35% and 40% of total revenues,
respectively, in those periods. The increase in services revenues as a
percentage of total revenues reflects a $15.9 million increase in professional
services fees, a $13.4 million increase in maintenance fees and a $3.2 million
increase in training fees. The increased professional services and maintenance
fees were due to increased demand for services and maintenance from a larger
customer base, and to an increase in the number of professional services staff.

Cost of Revenues

License. Cost of license revenues includes expenses incurred to
manufacture, package and distribute our software products and related
documentation, as well as costs of licensing third-party software sold in
conjunction with our software products. Cost of license revenues was $267,000
for the six months ended June 30, 2000 and increased to $1.2 million for the
six months ended June 30, 2001. Cost of license revenues represented 1% and 2%,
respectively, of license revenues in the six months ended June 30, 2000 and
June 30, 2001, respectively.

Services. Cost of services revenues consists primarily of salary and
related costs of our professional services, training, maintenance and support
staffs, as well as subcontractor expenses. Cost of services revenues increased
155% from $12.6 million for the six months ended June 30, 2000 to $32.1 million
for the six months ended June 30, 2001. Cost of services revenues represented
94% and 70% of services revenues, respectively, in those periods. This increase
in absolute dollars was primarily attributable to an increase in the number of
in-house staff from 137 to 278. The decrease in cost of services revenues as a
percentage of services revenues was a result of improved productivity in the
services organization.

While we have experienced significant increases in our cost of services, we
anticipate cost of services revenues to increase at a slower rate. Since
services revenues have lower margins than license revenues, an expansion of
service revenue will reduce our gross margins if our license revenues do not
increase significantly. We expect cost of services revenues as a percentage of
services revenues to vary from period to period depending in part on whether
the services are performed by our in-house staff or by subcontractors, and on
the overall utilization rates of our in house professional services staff. The
utilization of in-house staff or subcontractors is affected by the mix of
services we provide, which is unpredictable.

Gross Profit

Gross profit increased 225% from $25.3 million for the six months ended June
30, 2000 to $82.3 million for the six months ended June 30, 2001. Gross profit
represented 66% and 71% of total revenues, respectively, in those periods. This
increase in absolute dollar amounts reflects increased license and services
revenues from a larger customer base, as well as an increase in services
revenues. The increase in gross profit as a percentage of total revenues was a
result of an improvement in the effective staff utilization rate of our
professional services organization, which offset the impact on gross profit of
the decrease in license revenues as a percentage of total revenues. We have
made and we expect to continue to make investments in our professional services
organization to increase the capacity of that organization to meet the demand
for services from our customers. We expect gross profit as a percentage of
total revenues to fluctuate from period to period primarily as a result of
changes in the relative proportion of license and services revenues.

Operating Expenses

Research and Development. Research and development expenses consist
primarily of personnel and related costs to support product development
activities. Research and development expenses increased 213% from $5.4 million
for the six months ended June 30, 2000 to $16.9 million for the six months
ended June 30, 2001, representing 14% and 15% of total revenues, respectively,
in those periods. This increase in absolute dollar amounts was due to increases
in the number of product development personnel, which grew from 52 to 173
persons, and to higher associated wages, salaries and recruitment costs. We
believe that continued investment in research and development is critical to
our strategic objectives, and we expect that the dollar amounts of research and
development expenses to increase in future periods. We expect that the
percentage of total revenues represented by research and development expenses
will fluctuate from period to period depending primarily on when we hire new
research and development personnel as well as the size and timing of product
development projects. To date, all software development costs have been
expensed in the period incurred.

higher sales commissions and bonuses of $4.4 million, increased travel costs of
$2.5 million, increased marketing-related costs of $1.6 million, and the
remainder is mostly attributable to other expenses such as rent, depreciation
of fixed assets, telephone and utilities. The decrease in sales and marketing
expenses as a percentage of total revenues reflects total revenue increasing
more rapidly than sales due to increases in product prices and the management
of sales and marketing spending in light of the current economic slowdown. We
are endeavoring to control, and possibly reduce, our sales and marketing costs
in absolute dollars throughout the current economic slowdown. We anticipate
that, with evidence of a sustained recovery of the U.S. economy, we would
continue to invest in order to expand our customer base and increase brand
awareness. We also anticipate that the percentage of total revenues represented
by sales and marketing expenses will fluctuate from period to period depending
primarily on when we hire new sales personnel, the timing of new marketing
programs and the levels of revenues in each period.

General and Administrative. General and administrative expenses consist
primarily of salaries and related costs for accounting, human resources, legal
and other administrative functions, as well as provisions for doubtful
accounts. General and administrative expenses increased 140% from $4.8 million
for the six months ended June 30, 2000 to $11.4 million for the six months
ended June 30, 2001, representing 12% and 10% of total revenues, respectively.
This increase in absolute dollar amounts was due to additional staffing of
general and administrative functions to support expanded operations. The
decrease in general and administrative expenses as a percentage of total
revenues reflects total revenues increasing more rapidly than general and
administrative expenses due to increases in product prices and the management
of general and administrative spending in light of the current economic
slowdown. We are endeavoring to control, and possibly reduce, our general and
administrative costs in absolute dollars throughout the current economic
slowdown. We anticipate that, with evidence of a sustained recovery of the U.S.
economy, we would continue to invest in order to support expanding operations.
We expect that the percentage of total revenues represented by general and
administrative expenses will fluctuate from period to period depending
primarily on when we hire new general and administrative personnel to support
expanding operations as well as the size and timing of expansion projects.

Amortization of Deferred Stock-Based Compensation. We recorded deferred
stock-based compensation of $7.3 million and $30.4 million for stock options
granted in 1999 and stock options granted and assumed in 2000, respectively. In
2000, we recorded deferred stock-based compensation of $28.8 million in
connection with granting of stock options and issuance of shares related to the
acquisitions of Neonyoyo, Metacode Technologies and Ajuba Solutions.
Amortization of deferred stock-based compensation was $1.5 million and $8.9
million for the six months ended June 30, 2000 and 2001, respectively.
Approximately $381,000, $193,000, $716,000 and $160,000 of deferred stock-based
compensation amortization relates to personnel in services, research and
development, sales and marketing and general and administrative departments,
respectively, for the six months ended June 30, 2000. Approximately $251,000,
$5.0 million, $2.9 million and $701,000 of deferred stock-based compensation
amortization relates to personnel in services, research and development, sales
and marketing and general and administrative departments, respectively, for the
six months ended June 30, 2001. We expect amortization of deferred stock-based
compensation to be $17.6 million and $9.5 million for fiscal year 2001 and
2002, respectively, which includes an estimated variable accounting charge
based upon the Company's closing stock price as of June 30, 2001. The variable
accounting charge relates to the stock option exchange program, which is a
variable option plan whereby the accounting charge for the options will be
reassessed and reflected in the income statement for each reporting period.

$24.9 million. In November 2000, we recorded intangible assets of approximately
$147.9 million in connection with the acquisition of Metacode Technologies,
Inc. including goodwill of approximately $143.5 million, intangible assets
related to workforce of Metacode of approximately $1.7 million and completed
technology of approximately $2.6 million of the purchase price. The total
purchase price for this acquisition was approximately $152.5 million.
Amortization of acquired intangible assets was $103,000 and $44.0 million for
the three months ended June 30, 2000 and 2001, respectively. We expect
amortization of acquired intangible assets to be $88.2 million and $4.1 million
for fiscal year 2001 and 2002, respectively.

Subsequent to each acquisition date and upon completion of audits of each
acquiree, the Company adjusted the fair value of tangible assets assumed
resulting in a purchase price adjustment. For the six months ended June 30,
2001, the purchase price adjustment for Neonyoyo Inc. included a non-cash
adjustment of $1.3 million; the purchase price adjustment for Ajuba Solutions
included a cash adjustment of $84,000 and a non-cash adjustment of $398,000;
and the purchase price adjustment for Metacode Technologies included a cash
adjustment of $3.7 million and a non-cash adjustment of $182,000.

These acquisitions were accounted for as purchase business combinations. In
conjunction with these acquisitions, we recorded $247.1 million in goodwill and
$15.1 million in other intangible assets. As of June 30, 2001, our stock price
has declined significantly since the respective valuation dates of the shares
issued in connection with each acquisition. Subsequent to June 30, 2001, our
stock price has been volatile. Due to these changes, along with changes in the
markets in which we compete and in the United States and global economics, we
have begun an analysis to evaluate our product offering and cost containment
strategies. In connection with our analysis, we also will evaluate whether the
respective fair values of our goodwill and other intangible assets may be less
than their respective carrying values. This process will include an analysis of
estimated cash flows that we expect to generate from future operations for
purposes of determining whether an impairment of goodwill and other intangible
assets has occurred. If, as a result of our analysis, we determine that there
has been an impairment of goodwill and other intangibles assets, the carrying
value of these assets will be written down to their fair values as a charge
against our operating results in the period that the determination is made. A
significant impairment would harm our financial position and operating results
if it were recorded.

Interest Income and Other, Net. Interest income and other, net, decreased
from $6.0 million for the six months ended June 30, 2000 to $5.0 million for
the six months ended June 30, 2001 due to the decrease in interest rates earned
on cash and short term investments.

Provision for Income Taxes. Income tax expense was $1.4 million for the six
months ended June 30, 2001, based on pretax loss of $61.3 million. The
difference between the expected benefit and the actual provision is primarily
due to non-deductible acquisition-related charges. Excluding the effect of
amortization of deferred stock-based compensation, amortization of acquired
intangible assets and one-time facilities relocation charge on net income, the
effective tax rate for the six months ended June 30, 2001 is 33%.

Liquidity and Capital Resources

Net cash provided by operating activities was $1.6 million and $5.7 million
in the six months ended June 30, 2000 and June 30, 2001, respectively. Net cash
provided by operating activities in the prior period primarily reflects net
losses offset in part by a decrease in accounts receivable, accrued liabilities
and deferred revenue. Net cash provided by operating activities in the current
period primarily reflects increasing net losses and

amortization of stock-based compensation, offset in part by a decrease in
accounts receivable, accrued liabilities and deferred revenue.

During the six months ended June 30, 2000 and June 30, 2001 investing
activities have included purchases of property and equipment, principally
computer hardware and software for our growing number of employees. Cash used
to purchase property and equipment was $4.0 million and $8.6 million during the
six months ended June 30, 2000 and June 30, 2001, respectively. We expect that
capital expenditures will increase as we grow our operations, infrastructure
and personnel. As of June 30, 2001 we had no material capital expenditure
commitments.

During the six months ended June 30, 2000 and June 30, 2001, our investing
activities included purchases and maturities of short-term and long-term
investments. Net purchases of investments approximated $116.5 million during
the six months ended June 30, 2000 and net maturities of investment was $13.1
million during the six months ended June 30, 2001. As of June 30, 2001, we have
not invested in derivative securities. We expect that, in the future, cash in
excess of current requirements will continue to be invested in high credit
quality, interest-bearing securities.

During the six months ended June 30, 2001, our investing activities also
included a $3.7 million purchase price adjustment, which related to Metacode
Technologies, Inc. The purchase price adjustment reflects a reduction in the
valuation of cash and investments, subsequent to the acquisition date and upon
completion of an audit of Metacode Technologies, Inc.

Net cash provided by financing activities in the six months ended June 30,
2000 and 2001 was $155.2 million and $11.6 million, respectively. Net cash
provided by financing activities primarily reflects the proceeds of issuance of
common stock in each of these periods.

At June 30, 2001, our sources of liquidity consisted of $227.3 million in
cash, cash equivalents and investments and $194.8 million in working capital.
We have a $5.0 million line of credit with Silicon Valley Bank, which bears
interest at the bank's prime rate, which was 6.75% at June 30, 2001. The line
of credit is secured by all of our tangible and intangible assets. We must also
maintain minimum quarterly unrestricted cash, cash equivalents and short-term
investments, among other things. We have a $20.0 million line of credit with
Washington Mutual Business Bank, which bears interest at the Wall Street
Journal's prime rate flat, which was 6.75% at June 28, 2001 and is secured by
cash. We have a $15.0 million unsecured line of credit with Wells Fargo Bank,
which bears interest at our option of either: (1) a variable rate of 1% below
the bank's prime rate adjusted from time to time or (2) a fixed rate of 1.5%
above the Libor in effect on the first day of the term. None of the lines of
credit were used as of June 30, 2001. We intend to maintain the lines of
credit. As of June 30, 2001, we were in compliance with all related financial
covenants and restrictions under the lines of credit.

We believe that the current cash, cash equivalents, investments and funds
available under existing credit facilities and the net proceeds from the sale
of the common stock in our initial public offering and follow-on offering, will
be sufficient to meet our working capital requirements for at least the next 12
months. Thereafter, we may require additional funds to support our working
capital requirements or for other purposes and may seek to raise additional
funds through public or private equity or debt financing or from other sources.
There can be no assurance that additional financing will be available on
acceptable terms, if at all. If adequate funds are not available or are not
available on acceptable terms, we may be unable to develop or enhance our
products, take advantage of future opportunities, or respond to competitive
pressures or unanticipated requirements, which could have a material adverse
effect on our business, financial condition and operating results.

FACTORS AFFECTING FUTURE RESULTS

The risks and uncertainties described below are not the only risks we face.
These risks are the ones we consider to be significant to your decision whether
to invest in our common stock at this time. We might be wrong. There may be
risks that you in particular view differently than we do, and there are other
risks and uncertainties that we do not presently know or that we currently deem
immaterial, but that may in fact harm our business in the future. If any of
these events occur, our business, results of operations and financial condition
could be seriously harmed, the trading price of our common stock could decline
and you may lose all or part of your investment.

In addition to other information in this Form 10-Q, the following factors
should be considered carefully in evaluating Interwoven and our business.

Our operating history is limited, so it will be difficult for you to evaluate
our business in making an investment decision.

We have a limited operating history and are still in the early stages of our
development, which makes the evaluation of our business operations and our
prospects difficult. We shipped our first product in May 1997. Since that time,
we have derived substantially all of our revenues from licensing our TeamSite
product and related products and services. In evaluating our common stock, you
should consider the risks and difficulties frequently encountered by early
stage companies in new and rapidly evolving markets, particularly those
companies whose businesses depend on the Internet. These risks and
difficulties, as they apply to us in particular, include:

. potential fluctuations in operating results and uncertain growth rates;

. delay or deferral of customer orders or implementations of our products;

. fluctuations in the size and timing of individual license transactions;

. the mix of products and services sold;

. our ability to develop and market new products and control costs;

. changes in demand for our products;

. concentration of our revenues in a single product or family of products;

. our dependence on large orders;

. our ability to manage expanding operations;

. our need to attract, train and retain qualified personnel;

. our need to establish and maintain strategic relationships with other
companies, some of whom may in the future become our competitors; and

. our need to expand internationally.

One or more of the foregoing factors may cause our operating expenses to be
disproportionately high during any given period or may cause our net revenue
and operating results to be significantly lower than expected. Based upon the
preceding factors, we may experience a shortfall in revenue or earnings or
otherwise fail to meet public market expectations, which could materially
adversely affect our business, financial condition and the market price of our
common stock.

If we do not increase our license revenues significantly, we will fail to
achieve and sustain operating profitability.

We have incurred net losses from operations in each quarter since our
inception through the quarter ended June 30, 2001. Our net losses amounted to
$6.3 million in 1998, $15.7 million in 1999, $32.1 million in 2000 and $62.8
million for the six months ended June 30, 2001. As of June 30, 2001, we had an
accumulated deficit of approximately $120.8 million. We are endeavoring to
control, and possibly reduce, our sales and marketing costs in absolute dollars
throughout the current economic slowdown. We anticipate that, with evidence of
a sustained recovery of the U.S. economy, we would continue to invest in order
to expand our customer base and increase brand awareness. To sustain operating
profitability on a quarterly and annual basis, we will need to increase our
revenues significantly, particularly our license revenues. We cannot predict
when we will become profitable, if at all. Furthermore, we have generally made
business decisions with reference to net profit metrics excluding non-cash
charges, such as, acquisition and stock-based compensation charges. We expect
to continue to make acquisitions, incur stock based compensation and intangible
amortization charges, which will increase our losses including these non-cash
expenses.

Our operating results fluctuate widely and are difficult to predict, so we may
fail to satisfy the expectations of investors or market analysts and our stock
price may decline.

Our quarterly operating results have fluctuated significantly in the past,
and we expect them to continue to fluctuate unpredictably in the future. The
main factors affecting these fluctuations are:

. the discretionary nature of our customer's purchases and their budget
cycles;

. the number of new web initiatives launched by our customers;

. the size and complexity of our license transactions;

. potential delays in recognizing revenue from license transactions;

. timing of new product releases;

. sales force capacity and the influence of reseller partners; and

. seasonal variations in operating results.

It is possible that in some future periods our results of operations may not
meet or exceed the forecasts periodically disclosed by management or the
expectations of public market analysts and investors. If this occurs, the price
of our common stock is likely to decline. Further, we anticipate that our
sequential percentage rate of revenue growth will decline in future quarters in
part because of the difficulty of maintaining high growth rates calculated off
progressively larger base revenue numbers. We anticipate flat to declining
sequential revenues for the next few quarters due to the current economic
slowdown.

Since large orders are increasingly important to us, our quarterly results are
subject to wide fluctuation.

We derive a significant portion of our license revenues from relatively
large orders. We expect the percentage of larger orders as related to total
orders to increase. This dependence on large orders makes our net revenue and
operating results more likely to vary from quarter to quarter because the loss
of any particular large order is significant.

As a result, our operating results could suffer if any large orders are
delayed or cancelled in any future period. We expect that we will continue to
depend upon a small number of large orders for a significant portion of our
license revenues.

The recent economic downturn may reduce our sales and may cause us to
experience operating losses.

In recent months many signs have pointed to widespread economic slowdowns in
the markets we serve. Capital spending in general and capital spending on web
initiatives in particular may decline. This trend could harm our sales if it
results in order cancellations or delays, and the longer the trend continues
the more harm our sales will suffer. In addition, since many of our customers
may be suffering adverse effects of the general economic slowdown, we may find
that collecting accounts receivable from existing or new customers will take
longer than we expect or that some accounts receivable will become
uncollectable.

We face significant competition, which could make it difficult to acquire and
retain customers and inhibit any future growth.

We expect market competition to persist and intensify in the future.
Competitive pressures may seriously harm our business and results of operations
if they inhibit our future growth, or require us to hold down or reduce prices,
or increase our operating costs. Our competitors include, but are not limited
to:

. potential customers that use in-house development efforts;

. developers of software that directly addresses the need for web content
management, such as Documentum, Eprise, Filenet, Intranet Solutions,
Microsoft, Rational Software and Vignette.

We also face potential competition from our strategic partners, such as BEA
Systems and IBM, or from other companies, such as Oracle that may in the future
decide to enter our market. Many of our existing and potential competitors have
longer operating histories, greater name recognition, larger customer bases and
significantly greater financial, technical and marketing resources than we do.
Many of these companies can also leverage extensive customer bases and adopt
aggressive pricing policies to gain market share. Potential competitors may
bundle their products in a manner that discourages users from purchasing our
products. For example, Microsoft has recently introduced a content management
product and might choose to bundle it with other products in ways that would
harm our competitive position. Barriers to entering the web content management
software market are relatively low.

Although we believe the number of our competitors is increasing, we believe
there may be consolidation in the web content management software industry. We
expect that the general downturn of stock prices in the Internet and technology
industries since March 2000 will result in significant acceleration of this
trend, with fewer but more financially sound competitors surviving that are
better able to compete with us for our current and potential customers.

If we fail to establish and maintain strategic relationships, the market
acceptance of our products, and our profitability, may decline.

To offer products and services to a larger customer base our direct sales
force depends on strategic partnerships and marketing alliances to obtain
customer leads, referrals and distribution. The majority of our revenues are
associated with referrals from our strategic partners. If we are unable to
maintain our existing strategic relationships or fail to enter into additional
strategic relationships, our ability to increase our sales and reduce expenses
will be harmed. We would also lose anticipated customer introductions and
co-marketing benefits. Our success depends in part on the success of our
strategic partners and their ability to market our products and services
successfully. We also rely on our strategic partnerships to aid in the
development of our products. Should our strategic partners not regard us as
significant for their own businesses, they could reduce their commitment to us
or terminate their respective relationships with us, pursue other partnerships
or relationships, or attempt to develop or acquire products or services that
compete with our products and services. Even if we succeed in establishing
these relationships, they may not result in additional customers or revenues.

Because the market for our products is relatively new, we do not know whether
existing and potential customers will purchase our products in sufficient
quantity for us to achieve profitability.

The market for web content management software in which we sell is new and
rapidly evolving. We expect that we will continue to need to educate
prospective clients about the uses and benefits of our products and services.
Various factors could inhibit the growth of the market and market acceptance of
our products and services. In particular, potential customers that have
invested substantial resources in other methods of conducting business over the
Internet may be reluctant to adopt a new approach that may replace, limit or
compete with their existing systems. We cannot be certain that a viable market
for our products will continue to expand.

Acquisitions may harm our business by being more difficult than expected to
integrate, by diverting management's attention or by subjecting us to
unforeseen accounting problems.

As part of our business strategy, we may seek to acquire or invest in
additional businesses, products or technologies that we feel could complement
or expand our business. If we identify an appropriate acquisition opportunity,
we might be unable to negotiate the terms of that acquisition successfully,
finance it, develop the intellectual property acquired from it or integrate it
into our existing business and operations. We may also be unable to select,
manage or absorb any future acquisitions successfully. Further, the negotiation
of potential acquisitions, as well as the integration of an acquired business,
especially if it involved our entering a new market, would divert management
time and other resources and put us at a competitive disadvantage. We may have
to use a substantial portion of our available cash, including proceeds from
public offerings, to consummate an acquisition. On the other hand, if we
consummate acquisitions through an exchange of our securities, our stockholders
could suffer significant dilution. In addition, we cannot assure you that any
particular acquisition, even if successfully completed, will ultimately benefit
our business.

In connection with our acquisitions, we may be required to write off
software development costs or other assets, incur severance liabilities,
amortization expenses related to goodwill and other intangible assets, or incur
debt, any of which could harm our business, financial condition, cash flows and
results of operations. The companies we acquire may not have audited financial
statements, detailed financial information, or adequate internal controls.
There can be no assurance that an audit subsequent to the completion of an
acquisition will not reveal matters of significance, including with respect to
revenues, expenses, contingent or other liabilities, and intellectual property.
Any such write off could harm our financial results.

We may be required to write off all or a portion of the value of assets we
acquired in our recent business combinations.

Accounting principles require companies like us to review the value of
assets from time to time to determine whether those values have been impaired.
Because our stock price has declined in recent periods, and the stock prices of
other companies comparable to us and to companies we acquired have declined in
recent periods, we have begun a process of determining whether the value on our
balance sheet that those acquired companies represent should be adjusted
downward. This process would include an analysis of estimated cash flows
expected from future operations. If as a result of this analysis we determine
there has been an impairment of goodwill and other intangible assets, the
carrying value of those assets will be written down to fair value as a charge
against operating results in the period that the determination is made. Any
significant impairment would harm our operating results for the period in which
the charge is recorded, our financial position, and the price of our stock.

Our lengthy sales cycle makes it particularly difficult for us to forecast
revenue, requires us to incur high costs of sales, and aggravates the
variability of quarterly fluctuations.

The time between our initial contact with a potential customer and the
ultimate sale, which we refer to as our sales cycle, typically ranges between
three and nine months depending largely on the customer. We believe

that the recent economic slowdown has lengthened our sales cycle as customers
delay decisions on implementing web initiatives. If we do not shorten our sales
cycle, it will be difficult for us to reduce sales and marketing expenses. In
addition, as a result of our lengthy sales cycle, we have only a limited
ability to forecast the timing and size of specific sales. This makes it more
difficult to predict quarterly financial performance, or to achieve it, and any
delay in completing sales in a particular quarter could harm our business and
cause our operating results to vary significantly.

We rely heavily on sales of one product, so if it does not continue to achieve
market acceptance we will continue to experience operating losses.

Since 1997, we have generated substantially all of our revenues from
licenses of, and services related to, our TeamSite product. We believe that
revenues generated from TeamSite will continue to account for a large portion
of our revenues for the foreseeable future. A decline in the price of TeamSite,
or our inability to increase license sales of TeamSite, would harm our business
and operating results more seriously than it would if we had several different
products and services to sell. In addition, our future financial performance
will depend upon successfully developing and selling enhanced versions of
TeamSite. If we fail to deliver product enhancements or new products that
customers want it will be more difficult for us to succeed.

We must attract and retain qualified personnel, which is particularly difficult
for us because we compete with other Internet-related software companies and
are located in the San Francisco Bay area, where there is competition for
personnel.

Our success depends on our ability to attract and retain qualified,
experienced employees. We compete for experienced engineering, sales and
consulting personnel with Internet professional services firms, software
vendors, consulting and professional services companies. It is also
particularly difficult to recruit and retain personnel in the San Francisco Bay
area, where we are located. Although we provide compensation packages that
include incentive stock options, cash incentives and other employee benefits,
the volatility and current market price of our common stock may make it
difficult for us to attract, assimilate and retain highly qualified employees
in the future. In addition, our customers generally purchase consulting and
implementation services from us, but it is difficult and expensive to recruit,
train and retain qualified personnel to perform these services, and we may from
time to time have inadequate levels of staffing to perform these services. As a
result, our growth could be limited due to our lack of capacity to provide
those services, or we could experience deterioration in service levels or
decreased customer satisfaction, any of which would harm our business.

If we do not improve our operational systems on a timely basis, we will be more
likely to fail to manage our growth properly.

We have expanded our operations rapidly in recent years. We intend to
continue to expand our operational systems for the foreseeable future to pursue
existing and potential market opportunities. This expansion places a
significant demand on management and operational resources. In order to manage
our growth, we need to implement and improve our operational systems,
procedures and controls on a timely basis. If we fail to implement and improve
these systems in a timely manner, our business will be seriously harmed.

Difficulties in introducing new products and upgrades in a timely manner will
make market acceptance of our products less likely.

The market for our products is characterized by rapid technological change,
frequent new product introductions and Internet-related technology
enhancements, uncertain product life cycles, changes in customer demands and
evolving industry standards. We expect to add new content management
functionality to our product offerings by internal development, and possibly by
acquisition. Content management technology is more complex than most software,
and new products or product enhancements can require long development and
testing periods. Any delays in developing and releasing new products could harm
our business. New products or

upgrades may not be released according to schedule or may contain defects when
released. Either situation could result in adverse publicity, loss of sales,
delay in market acceptance of our products or customer claims against us, any
of which could harm our business. If we do not develop, license or acquire new
software products, or deliver enhancements to existing products on a timely and
cost-effective basis, our business will be harmed.

Stock-based compensation charges and amortization of goodwill and other
intangibles will reduce our reported net income.

Under U.S. generally accepted accounting principles that apply to us, we
have accounted for the four business combinations since our inception using the
purchase method of accounting. Under purchase accounting, we recorded the
market value of our common stock issued in connection with mergers and
acquisitions with the fair value of the stock options assumed, which became
options to purchase our common stock and the amount of direct transaction costs
as the cost of acquiring these entities. That cost is allocated to the
individual assets acquired and liabilities assumed, including various
identifiable intangible assets such as goodwill, in-process research and
development, acquired technology, acquired workforce and covenants not to
compete, based on their respective fair values. We have also recorded deferred
compensation related to options assumed and shares issued to effect business
combinations as well as options granted below fair market value associated with
our initial public offering in October 1999.

The amortization of intangibles and deferred stock-based compensation
resulted in expenses of approximately $1.6 million and $52.9 million for the
six months ended June 30, 2000 and 2001, respectively. The future amortization
expense related to the acquisitions and deferred stock-based compensation may
be accelerated as management assesses the value and useful life of the
intangible assets.

Our stock option repricing program requires us to record a compensation
charge on a quarterly basis as a result of variable plan accounting treatment,
which will lower our earnings. On May 8, 2001, 5.1 million options were
cancelled and 2.6 million options were issued in connection with the April 2001
option exchange program. This resulted in a charge of $5.8 million which will
be revalued and amortized quarterly until all options are either exercised,
forfeited or cancelled.

Our products might not be compatible with all major platforms, which could
limit our revenues.

Our products currently operate on the Microsoft Windows NT, Microsoft
Windows 2000, Linux, IBM AIX, Hewlett Packard UX and Sun Solaris operating
systems. In addition, our products are required to interoperate with leading
web content authoring tools and web application servers. We must continually
modify and enhance our products to keep pace with changes in these applications
and operating systems. If our products were to be incompatible with a popular
new operating system or Internet business application, our business would be
harmed. In addition, uncertainties related to the timing and nature of new
product announcements, introductions or modifications by vendors of operating
systems, browsers, back-office applications, and other Internet-related
applications, could also harm our business.

We have limited experience conducting operations internationally, which may
make it more difficult than we expect to continue to expand overseas and may
increase the costs of doing so.

To date, we have derived the majority of our revenues from sales to North
American customers. We have recently expanded our international operations, but
there are many barriers to competing successfully in the international arena,
including:

. costs of customizing products for foreign countries;

. development of foreign language graphical user interface for
development;

. restrictions on the use of software encryption technology;

. dependence on local vendors;

. compliance with multiple, conflicting and changing governmental laws and
regulations;

. longer sales cycles;

. revenue recognition criteria;

. foreign exchange fluctuations;

. import and export restrictions and tariffs; and

. negotiating and executing sales in a foreign language.

As a result of these competitive barriers, we cannot assure you that we will
be able to market, sell and deliver our products and services in international
markets.

If our services revenue does not grow substantially, our total revenue is
likely to grow at a slower rate.

Our services revenue represents a significant component of our total
revenue--35% and 40% of total revenue for the six months ended June 30, 2000
and 2001, respectively. We anticipate that services revenue will continue to
represent a significant percentage of total revenue in the future. To a large
extent, the level of services revenue depends upon our ability to license
products which generate follow-on services revenue. Additionally, services
revenue growth depends on ongoing renewals of maintenance and service
contracts. Moreover, as third-party organizations such as systems integrators
become proficient in installing or servicing our products, our services
revenues could decline. Our ability to increase services revenues will depend
in large part on our ability to increase the capacity of our professional
services organization, including our ability to recruit, train and retain a
sufficient number of qualified personnel.

We might not be able to protect and enforce our intellectual property rights, a
loss of which could harm our business.

We depend upon our proprietary technology, and rely on a combination of
patent, copyright and trademark laws, trade secrets, confidentiality procedures
and contractual provisions to protect it. We currently do not have any issued
United States or foreign patents, but we have applied for several U.S. and
foreign patents. It is possible that patents will not be issued from our
currently pending patent applications or any future patent application we may
file. We have also restricted customers access to our source code and required
all employees to enter into confidentiality and invention assignment
agreements. Despite our efforts to protect our proprietary technology,
unauthorized parties may attempt to copy aspects of our products or to obtain
and use information that we regard as proprietary. In addition, the laws of
some foreign countries do not protect our proprietary rights as effectively as
the laws of the United States, and we expect that it will become more difficult
to monitor use of our products as we increase our international presence. In
addition, third parties may claim that our products infringe theirs.

Our failure to deliver defect-free software could result in losses and harmful
publicity.

Our software products are complex and have in the past and may in the future
contain defects or failures that may be detected at any point in the product's
life. We have discovered software defects in the past in some of our products
after their release. Although past defects have not had a material effect on
our results of operations, in the future we may experience delays or lost
revenue caused by new defects. Despite our testing, defects and errors may
still be found in new or existing products, and may result in delayed or lost
revenues, loss of market share, failure to achieve acceptance, reduced customer
satisfaction, diversion of development resources and damage to our reputation.
As has occurred in the past, new releases of products or product enhancements
may require us to provide additional services under our maintenance contracts
to ensure proper installation and implementation. Moreover, third parties may
develop and spread computer viruses that may damage the

functionality of our software products. Any damage to or interruption in the
performance of our software could also harm our business.

Defects in our products may result in customer claims against us that could
cause unanticipated losses.

Because customers rely on our products for business critical processes,
defects or errors in our products or services might result in tort or warranty
claims. It is possible that the limitation of liability provisions in our
contracts will not be effective as a result of existing or future federal,
state or local laws or ordinances or unfavorable judicial decisions. We have
not experienced any product liability claims like this to date, but we could in
the future. Further, although we maintain errors and omissions insurance, this
insurance coverage may not be adequate to cover us. A successful product
liability claim could harm our business. Even defending a product liability
suit, regardless of its merits, could harm our business because it entails
substantial expense and diverts the time and attention of key management
personnel.

We have various mechanisms in place to discourage takeover attempts, which
might tend to suppress our stock price.

Provisions of our certificate of incorporation and bylaws that may
discourage, delay or prevent a change in control include:

. we are authorized to issue "blank check" preferred stock, which could be
issued by our board of directors to increase the number of outstanding
shares, or to implement a stockholders' rights plan, and thwart a
takeover attempt;

. we provide for the election of only one-third of our directors at each
annual meeting of stockholders, which slows turnover on the board of
directors;

. we limit who may call special meetings of stockholders;

. we prohibit stockholder action by written consent, so all stockholder
actions must be taken at a meeting of our stockholders; and

. we require advance notice for nominations for election to the board of
directors or for proposing matters that can be acted upon by
stockholders at stockholder meetings.

The location of our facilities subjects us to the risk of earthquakes and power
outages.

Our corporate headquarters, including most of our research and development
operations, are located in the Silicon Valley area of Northern California, a
region known for seismic activity. Additionally, California has experienced
power outages in the recent past. A significant disaster, such as an earthquake
or a prolonged power outage, could have a material adverse impact on our
business, operating results, and financial condition by disrupting our
employees' productivity or damaging our facilities.

Fluctuations in the exchange rates of foreign currency may harm our business.

We are exposed to adverse movements in foreign currency exchange rates
because we translate foreign currencies into U.S. Dollars for reporting
purposes. Historically, these risks were minimal for us, but as our
international revenue and operations have grown and continue to grow, the
adverse currency fluctuations could have a material adverse impact on our
financial results. Historically, our primary exposures have related to
operating expenses and sales in Australia, Asia and Europe that were not U.S.
Dollar denominated. The increasing use of the Euro as a common currency for
members of the European Union could affect our foreign exchange exposure.

Item 3: Quantitative and Qualitative Disclosures about Market Risk

We develop products in the United States and market our products in North
America, and, to a lesser extent in Europe and the Pacific Rim. 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. Since a
majority of our revenue is currently denominated in U.S. Dollars, a
strengthening of the Dollar could make our products less competitive in foreign
markets. Our interest income and expense is sensitive to changes in the general
level of U.S. interest rates, particularly since the majority of our financial
investments are in cash equivalents and investments. Due to the nature of our
financial investments, we believe that there is no material risk exposure.

Interest Rate Risk

The primary objective of our investment activities is to preserve principal
while at the same time maximizing yields without significantly increasing risk.
To achieve this objective, we maintain our portfolio of cash equivalents and
short-term investments in a variety of securities, including both government
and corporate obligations and money market funds. As of June 30, 2001, our
entire portfolio matures in one year or less. For a tabular presentation of
interest rate risk sensitive instruments by year of maturity, including the
market value and average interest rates for the Company's investment portfolio
as of December 31, 2000, see the Company's 2000 Form 10-K, as amended, filed
with the Securities and Exchange Commission in March 2001.

We did not hold derivative financial instruments as of June 30, 2001, and
have never held such instruments in the past. In addition, we had no
outstanding debt as of June 30, 2001.

Foreign Currency Risk

Currently the majority of our sales and expenses are denominated in U.S.
Dollars, as a result we have experienced no significant foreign exchange gains
and losses to date. While we do expect to effect some transactions in foreign
currencies in 2001, we do not anticipate that foreign exchange gains or losses
will be significant. We have not engaged in foreign currency hedging activities
to date.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

Not applicable.

Item 2. Changes in Securities and Use of Proceeds

Not applicable.

Item 3. Defaults upon Senior Securities

Not applicable.

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

We held our Annual Meeting of Stockholders on May 31, 2001. Descriptions of
the matters voted upon and the results of such meeting are set forth below:

Votes Votes Votes Broker
Votes For Against Withheld Abstained Non-Votes
---------- --------- -------- --------- ---------

1. Election of Directors:
Kathryn C. Gould............................... 77,992,092 -- 42,439 -- --
Peng T. Ong.................................... 77,993,537 -- 40,994 -- --
2. Ratification of the appointment of KPMG LLP as
Company's independent accountants for the fiscal
year ending December 31, 2001................... 74,761,334 3,261,171 -- 12,026 --

Item 5. Other Information

Not applicable.

Item 6. Exhibits and Reports on Form 8-K

(a) List of Exhibits

Exhibit No. Exhibit Description
- ----------- -------------------

10.01 Ariba Plaza Sublease dated June 28, 2001 between Ariba, Inc. and the Registrant
10.02 Revolving Line of Credit Note dated August 2, 2001 between Wells Fargo Bank and the
Registrant.
10.03 Letter of Commitment dated May 17, 2001 from Washington Mutual Business Bank

(b) Reports on Form 8-K:

A Current Report on Form 8-K dated April 12, 2001 was filed by the
Registrant on April 16, 2001 to report under Item 4: Changes in Registrant's
Certifying Accountant the dismissal of PricwaterhouseCoopers LLP as the
Registrant's independent public accountant, and the engagement of KPMG LLP as
its independent public accountant.

A Current Report on Form 8-K dated April 17, 2001 was filed by the
Registrant on April 19, 2001 to report under Item 5: Other Events the filing of
its quarterly earnings release and other financial and operating information
and Item 7: Financial Statements and Exhibits with respect to a press release
exhibit.

SIGNATURE

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.

INTERWOVEN, INC.

Dated: August 13, 2001
/S/ DAVID M. ALLEN
By: _________________________________
David M. Allen
Senior Vice President and Chief
Financial Officer
(Principal Financial and
Accounting Officer)

EXHIBITS

Exhibit
No. Exhibit Description
--- -------------------

10.01 Ariba Plaza Sublease dated June 28, 2001 between Ariba, Inc. and the Registrant

10.02 Revolving Line of Credit Note dated August 2, 2001 between Wells Fargo Bank and the Registrant.

10.03 Letter of Commitment dated May 17, 2001 from Washington Mutual Business Bank