CAUTIONARY STATEMENT

This report contains forward-looking statements based on our current expectations, estimates and projections about our industry, management's beliefs, and certain assumptions made by us. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "may," "will" and variations of these words or similar expressions are intended to identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Such statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors. The section entitled "Risk Factors" in this Form 10-Q and similar discussions in our Annual Report on Form 10-K for the year ended December 31, 2008, and in our other SEC filings, discuss some of the important risk factors that may affect our business, results of operations and financial condition. You should carefully consider those risks, in addition to the other information in this report, and in our other filings with the SEC, before deciding to invest in our company or to maintain or increase your investment. We undertake no obligation to revise or update publicly any forward-looking statements for any reason. The information contained in this Form 10-Q is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the SEC that discuss our business in greater detail and advise interested parties of certain risks, uncertainties and other factors that may affect our business, results of operations or financial condition.

OVERVIEW

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

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

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

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

We believe that the effectiveness of our online marketing services is dependent on the quality of our networks and our publisher partner relationships. As such, we have established stringent quality standards that include publisher rejection from our networks due to inappropriate content, illegal activity and fraudulent clicking activity, among other criteria. We enforce these quality standards using a combination of manual and automated auditing processes that continually monitor and review both website content and adherence to advertiser campaign specifications.

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

MEDIA

ValueClick's Media segment provides a comprehensive suite of online marketing services and tailored programs that help marketers create and increase awareness for their products and brands, attract visitors and generate leads and sales through the Internet. Our Media segment offers marketers a range of online media solutions in the categories of display advertising, lead generation marketing and email marketing. We have aggregated thousands of online publishers to provide marketers with access to one of the largest display advertising networks. Prior to October 2008, we also sold a limited number of consumer products directly to end-user customers through Company-owned e-commerce websites. We divested our interest in the e-commerce websites in October 2008 as further discussed in note 4 "Discontinued Operations" to our condensed consolidated financial statements contained in this quarterly report on form 10-Q. Our Media services are sold on a variety of pricing models, including cost-per-lead ("CPL"), cost-per-action ("CPA"), cost-per-thousand-impression ("CPM"), and cost-per-click ("CPC").

AFFILIATE MARKETING

Through the combination of: a large-scale pay-for-performance model built on our proprietary technology platforms; marketing expertise; and a large, quality advertising network, our Affiliate Marketing business enables advertisers to develop their own fully-commissioned online sales force comprised of third-party affiliate publishers. We believe we are the largest provider of affiliate marketing services. Our Affiliate Marketing segment services, including search engine marketing ("SEM"), are offered through our wholly-owned subsidiary Commission Junction.

Affiliate Marketing segment revenues are driven primarily by variable compensation that is generally based on either a percentage of commissions paid to affiliates or on a percentage of transaction revenue generated from the programs managed with our Affiliate Marketing platforms. SEM revenues are driven primarily by a percentage of the revenue we generate for our advertiser customers.

COMPARISON SHOPPING & SEARCH

Our online Comparison Shopping destination websites enable consumers to research and compare products from among thousands of online and/or offline merchants using our proprietary technology. We gather product and merchant data and organize it into comprehensive catalogs on our destination websites, along with relevant consumer and professional reviews. Our service is free for consumers, and our customers primarily pay us on a CPC basis for traffic delivered to them from listings on our websites.

Our Comparison Shopping & Search segment services are offered through our wholly-owned subsidiaries Pricerunner and MeziMedia. Pricerunner operates comparison shopping destination websites in the United Kingdom, Sweden, Germany, France, Denmark, and Austria. MeziMedia, acquired in July 2007, operates its comparison shopping destination websites in the United States, Japan and Europe under the Smarter.com, Shopica.com and Couponmountain.com brand names.

In addition to our Pricerunner and MeziMedia comparison shopping destination websites, Search123, which operates in Europe, is ValueClick's self-service paid search offering that generates its traffic primarily through syndication relationships with other search engines, Web portals and content websites. Search syndication revenues are driven primarily on a CPC basis.

TECHNOLOGY

Our Technology segment operates through our wholly-owned subsidiary Mediaplex. Mediaplex Systems was also included in our Technology segment until its divestiture in October 2008 as further discussed in note 4 "Discontinued Operations" to our condensed consolidated financial statements contained in this quarterly report on form 10-Q. Mediaplex is an application services provider ("ASP") offering technology products and services that enable marketers to implement and manage their own online advertising programs across multiple channels including display, email, paid search, natural search, on-site, offline and affiliate. Our Mediaplex products are based on our proprietary MOJOŽ technology platform, which has the ability, among other attributes, to automatically configure advertisements in response to real-time information from an advertiser's enterprise data system and to provide ongoing campaign optimization and cross-channel analytics. Mediaplex's products are priced primarily on a CPM or email-delivered basis.

SEGMENT OPERATING RESULTS

The following table provides revenue, cost of revenue, gross profit, operating expenses, and income from operations information for each of our four business segments. Segment income from operations, as shown below, is the performance measure used by management to assess segment performance and excludes the effects of: stock-based compensation, amortization of intangible assets and corporate expenses. Corporate expenses consist of those costs not directly attributable to a business segment, and include: salaries and benefits for our executive, finance, legal, corporate governance, human resources, and facilities organizations; fees for

professional service providers including audit, tax, Sarbanes-Oxley compliance and certain corporate-related legal fees; insurance; and, other corporate expenses. A reconciliation of segment revenue to consolidated revenue and a reconciliation of segment income from operations to consolidated income from operations are also provided in the following table.

                                       Three-month Period            Nine-month Period
                                       Ended September 30,          Ended September 30,
                                       2009           2008          2009           2008
                                         (in thousands)               (in thousands)
Media
Revenue                             $    55,941    $   76,190    $   178,174    $  227,313
Cost of revenue                          29,289        35,231         87,808       100,743
Gross profit                             26,652        40,959         90,366       126,570
Operating expenses                       15,240        21,691         50,736        72,135
Segment income from operations      $    11,412    $   19,268    $    39,630    $   54,435

Affiliate Marketing
Revenue                             $    26,342    $   29,315    $    80,359    $   90,342
Cost of revenue                           3,692         5,081         11,612        13,807
Gross profit                             22,650        24,234         68,747        76,535
Operating expenses                        9,505        11,031         28,921        33,151
Segment income from operations      $    13,145    $   13,203    $    39,826    $   43,384

Comparison Shopping & Search
Revenue                             $    41,536    $   36,580    $   117,828    $  139,091
Cost of revenue                           5,366        10,484         21,287        36,071
Gross profit                             36,170        26,096         96,541       103,020
Operating expenses                       25,002        18,760         68,646        69,989
Segment income from operations      $    11,168    $    7,336    $    27,895    $   33,031

Technology
Revenue                             $     6,638    $    6,690    $    20,179    $   21,329
Cost of revenue                             933         1,161          2,815         3,017
Gross profit                              5,705         5,529         17,364        18,312
Operating expenses                        2,882         2,716          8,279         8,221
Segment income from operations      $     2,823    $    2,813    $     9,085    $   10,091

Reconciliation of segment
revenue to consolidated revenue:
Media                               $    55,941    $   76,190    $   178,174    $  227,313
Affiliate Marketing                      26,342        29,315         80,359        90,342
Comparison Shopping & Search             41,536        36,580        117,828       139,091
Technology                                6,638         6,690         20,179        21,329
Inter-segment revenue                      (296 )        (710 )         (974 )      (2,360 )
Consolidated revenue                $   130,161    $  148,065    $   395,566    $  475,715

Reconciliation of segment income
from operations to consolidated
income from operations:
Total segment income from
operations                          $    38,548    $   42,620    $   116,436    $  140,941
Corporate expenses                       (7,190 )      (6,850 )      (20,316 )     (20,990 )
Stock-based compensation                 (2,162 )     (38,934 )       (7,282 )     (49,886 )
Amortization of intangible
assets                                   (6,354 )      (7,047 )      (18,893 )     (22,384 )
Consolidated income (loss) from
operations                          $    22,842    $  (10,211 )  $    69,945    $   47,681

RESULTS OF OPERATIONS-THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2009 COMPARED TO
SEPTEMBER 30, 2008

Revenue. Consolidated revenue for the three-month period ended September 30, 2009 was $130.2 million, representing a 12.1% decrease from the same period in 2008 of $148.1 million.

Media segment revenue decreased to $55.9 million for the three-month period ended September 30, 2009 compared to $76.2 million for the same period in 2008. The decrease of $20.2 million, or 26.6%, in Media segment revenue was primarily attributable to a decrease in lead generation marketing revenue. We believe the decrease in our lead generation marketing revenue was primarily due to the much weaker macroeconomic environment during the third quarter of 2009 as compared to the same period of the prior year, combined with our experience that advertisers are cutting budgets in the lead generation channel more aggressively than other online channels.

Affiliate Marketing segment revenue decreased to $26.3 million for the three-month period ended September 30, 2009 compared to $29.3 million in the same period in 2008. This decrease of $3.0 million, or 10.1%, was primarily due to the weak macroeconomic environment and softer e-commerce trends as compared to the prior year period, and the impact of foreign currency exchange movements.

Comparison Shopping & Search segment revenue increased to $41.5 million for the three-month period ended September 30, 2009 compared to $36.6 million in the same period in 2008. The increase of $5.0 million, or 13.5%, was primarily attributable to strong performance by our domestic comparison shopping operations. However, we currently expect revenue for our Comparison Shopping & Search segment to decrease in the fourth quarter of 2009 due to recent changes made by our largest customer in this segment. These changes impact the mix and volume of traffic that we are able to monetize with this particular customer. Even with this change, Comparison Shopping & Search segment revenue is concentrated with a limited number of customers. A loss of, or further reduction of revenue from, one or more of these customers could have an additional significant negative impact on the revenue of this segment.

Technology segment revenue remained relatively flat at $6.6 million for the three-month period ended September 30, 2009 compared to $6.7 million for the same period in 2008. One customer of our Technology segment represents a significant portion of segment revenue. A loss of, or reduction of revenue from this customer could have a significant negative impact on the revenue of this segment.

Cost of Revenue and Gross Profit. Cost of revenue for the Media and Comparison Shopping & Search segments consists primarily of amounts paid to website publishers and distribution partners that are directly related to a revenue-generating event. We pay these entities on a CPC, CPA, CPL or CPM basis. Cost of revenue for all segments also includes certain labor costs, depreciation on revenue-producing technologies and Internet access costs. Our consolidated cost of revenue was $39.0 million for the three-month period ended September 30, 2009 compared to $51.4 million for the same period in 2008, a decrease of $12.3 million, or 24.0%. Our consolidated gross margin was 70.0% and 65.3% for the three-month periods ended September 30, 2009 and 2008, respectively.

Cost of revenue for the Media segment decreased $5.9 million, or 16.9%, to $29.3 million for the three-month period ended September 30, 2009 compared to $35.2 million for the same period in 2008. Our Media segment gross margin decreased to 47.6% for the three-month period ended September 30, 2009 compared to 53.8% for the same period in 2008. The decrease in Media segment gross margin resulted primarily from a lower mix of promotion-based lead generation revenue, which generates a higher gross margin than the other component of Media segment revenue, display advertising, due largely to the classification of certain online advertising costs as sales and marketing expense and not as cost of revenue. These online advertising costs are classified as sales and marketing expense as they are not directly related to a revenue-generating event.

Cost of revenue for the Affiliate Marketing segment decreased $1.4 million, or 27.3%, to $3.7 million for the three-month period ended September 30, 2009 compared to $5.1 million for the same period in 2008. Our Affiliate Marketing segment gross margin increased to 86.0% for the third quarter of 2009 compared to 82.7% for the same period in 2008 due to the mix of higher margin transaction-based revenue relative to lower margin services-based revenue as compared to the prior year period.

Cost of revenue for the Comparison Shopping & Search segment decreased $5.1 million to $5.4 million for the three-month period ended September 30, 2009 compared to $10.5 million for the same period in 2008 due to a mix shift in traffic acquisition activities which resulted in lower cost of revenue and relatively higher online advertising costs, which are classified as sales and marketing expense. Our Comparison Shopping & Search segment gross margin increased to 87.1% for the third quarter of 2009 from 71.3% for the same period in 2008 due to the mix shift in traffic acquisition activities.

Technology segment cost of revenue was $900,000 and $1.2 million for the three-month periods ended September 30, 2009 and 2008, respectively. Our Technology segment gross margin increased to 85.9% for the three-month period ended September 30, 2009 compared to 82.6% for the same period in 2008. As the gross margin for the Technology segment is highly dependent upon revenue due to the existing operating leverage, any increases or decreases in segment revenue may have a significant impact on segment gross margin.

Operating Expenses:

Sales and Marketing. Sales and marketing expenses consist primarily of personnel-related costs of sales and marketing, network development and related support teams, certain online and offline advertising costs, travel, trade shows, and marketing materials. Online advertising costs included in sales and marketing expenses are comprised primarily of amounts that we pay to website publishers and distribution partners, including search, that are not directly associated with a revenue-generating event. Total sales and marketing expenses for the three-month period ended September 30, 2009 were $36.5 million, or 28.0% of revenue, compared to $49.4 million, or 33.4% of revenue, for the same period in 2008, a decrease of $12.9 million, or 26.2%. Sales and marketing expenses decreased primarily due to lower stock-based compensation as further discussed in the Stock-Based Compensation section below, and lower personnel-related costs.

General and Administrative. General and administrative expenses consist primarily of facilities costs, executive and administrative personnel-related costs, depreciation, professional services fees, insurance costs, and other general overhead costs. General and administrative expenses decreased to $18.4 million, or 14.1% of revenue, for the three-month period ended September 30, 2009 compared to $38.6 million, or 26.1% of revenue, for the same period in 2008, a decrease of $20.2 million, or 52.4%. General and administrative expenses decreased primarily due to a decrease of $21.6 million in stock-based compensation as further discussed below and lower personnel-related costs, offset by higher legal costs associated with open legal matters.

Technology. Technology expenses include costs associated with the maintenance of our technology platforms, including personnel-related costs for our engineering and network operations departments, as well as costs for contracted services and supplies. Technology expenses for the three-month period ended September 30, 2009 were $7.0 million, or 5.4% of revenue, compared to $11.8 million, or 8.0% of revenue, for the same period in 2008, a decrease of $4.8 million, or 40.3%. The decrease in technology expenses was primarily due to a decrease of $3.2 million in stock-based compensation as discussed below and lower personnel-related costs.

Segment Income from Operations. Media segment income from operations for the three-month period ended September 30, 2009 decreased 40.8%, or $7.9 million, to $11.4 million, from $19.3 million in the same period of the prior year, and represented 20.4% and 25.3% of Media segment revenue in these respective periods. The Media segment operating margin decrease was attributable to the lower segment revenue and the associated negative operating leverage, as well as higher legal costs.

Affiliate Marketing segment income from operations for the three-month period ended September 30, 2009 decreased 0.4% to $13.1 million, from $13.2 million in the same period of the prior year, and represented 49.9% and 45.0% of Affiliate Marketing segment revenue in these respective periods. The Affiliate Marketing segment operating margin increased due to the higher gross margin as discussed above and lower operating expenses.

Comparison Shopping & Search segment income from operations for the three-month period ended September 30, 2009 increased to $11.2 million, from $7.3 million in the same period of the prior year, and represented 26.9% and 20.1% of Comparison Shopping & Search segment revenue in these respective periods. The Comparison Shopping & Search segment operating margin increase was primarily attributable to the leverage associated with the higher revenue and an improvement in our traffic acquisition mix.

Technology segment income from operations remained consistent at $2.8 million for the three-month periods ended September 30, 2009 and 2008, and represented 42.5% and 42.0% of Technology segment revenue in these respective periods.

Stock-Based Compensation. Stock-based compensation for the three-month period ended September 30, 2009 was $2.2 million compared to $38.9 million for the same period in 2008. The decrease of $36.8 million was primarily due to stock options repurchased by the Company through a tender offer process completed in the third quarter of 2008. We currently anticipate stock-based compensation in the range of $9 million to $10 million for the year ending December 31, 2009. Such amounts may change as a result of higher or lower than anticipated stock option grants to new and existing employees, differences between actual and estimated forfeitures of stock options, fluctuations in the market value of our common stock, modifications to our existing stock option programs, additions of new stock-based compensation programs, or other factors.

Amortization of Intangible Assets Acquired in Business Combinations. Amortization of intangible assets acquired in business combinations for the three-month period ended September 30, 2009 was $6.4 million compared to $7.0 million for the same period in 2008. Amortization expense decreased due to certain intangible assets becoming fully amortized, and the impact of foreign exchange rate movements. We currently anticipate amortization expense of approximately $25 million for the year ending December 31, 2009.

Income Tax Benefit. For the three-month period ended September 30, 2009, we recorded an income tax benefit of $2.7 million compared to a tax benefit of $13.0 million for the same period in 2008. During the three-month period ended September 30, 2009, the Company generated income before income taxes of $22.3 million compared to a loss before income taxes of $10.6 million for the same period in 2008. The tax impact of the difference in income (loss) before income taxes for these two periods, partially offset by the $13.5 million reversal of a contingency reserve associated with the expiration of certain statutes of limitations, resulted in a lower tax benefit recognized for the three-month period ended September 30, 2009 as compared to the income tax benefit recognized for the same period in 2008. We currently anticipate an effective income tax rate for the three-month period ending December 31, 2009 of approximately 40%.

RESULTS OF OPERATIONS-NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2009 COMPARED TO
SEPTEMBER 30, 2008

Revenue. Consolidated revenue for the nine-month period ended September 30, 2009 was $395.6 million, representing a 16.8% decrease over the same period in 2008 of $475.7 million.

Media segment revenue decreased to $178.2 million for the nine-month period ended September 30, 2009 compared to $227.3 million for the same period in 2008. The decrease of $49.1 million, or 21.6%, in Media segment revenue was . . .