8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 30, 2007

INTERWOVEN, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-27389	77-0523543
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

803 11TH Avenue Sunnyvale, CA	94089
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (408) 774-2000

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT 99.1

EXHIBIT 99.2

Item 2.02 Results of Operations and Financial Condition

     On January 30, 2007, Interwoven, Inc. issued a press release disclosing certain information about its consolidated financial results for the three months and year ended December 31, 2006. A copy of the press release is furnished herewith as Exhibit 99.1.

     On February 1, 2007, Interwoven, Inc. issued a press release announcing its selected consolidated financial results for the three months and year ended December 31, 2006. A copy of the press release is furnished herewith as Exhibit 99.2.

     The information contained in this report, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Section 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit is not incorporated by reference into any filing of Interwoven, Inc., whether made before or after the date hereof and irrespective of any general incorporation language in the filing, unless expressly incorporated by specific reference to such filing.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated January 30, 2007*
99.2	Press Release dated February 1, 2007*

* This exhibit is furnished with this Current Report on Form 8-K and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Section 11 and 12(a)(2) of the Securities Act of 1933, as amended, and is not incorporated by reference into any filing of Interwoven, Inc., whether made before or after the date hereof and irrespective of any general incorporation language in the filing, unless expressly incorporated by specific reference to such filing.

SIGNATURES

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

	INTERWOVEN, INC.
February 1, 2007	By:	/s/ JOHN E. CALONICO, JR.
		John E. Calonico, Jr.
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

99.1	Press release dated January 30, 2007. *
99.2	Press release dated February 1, 2007. *

* This exhibit is furnished with this Current Report on Form 8-K and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Section 11 and 12(a)(2) of the Securities Act of 1933, as amended,, and is not incorporated by reference into any filing of Interwoven, Inc., whether made before or after the date hereof and irrespective of any general incorporation language in the filing, unless expressly incorporated by specific reference to such filing.

EX-99.1

EXHIBIT 99.1

Interwoven Announces Review of Historical Stock Option Procedures

SUNNYVALE, Calif. – January 30, 2007 – Interwoven, Inc. (Nasdaq: IWOV), provider of Enterprise Content Management (ECM) solutions for business, today announced that it is engaged in a voluntary review of its historical stock option grant procedures. The company initiated the review, which is being conducted under the supervision of the Audit Committee of the Board of Directors with the assistance of independent counsel.

On February 1, 2007, the company plans to hold a conference call after the market close to announce fourth quarter and full year results for the year ended December 31, 2006. Because the stock option review is ongoing, the company will provide only selected financial information at this time. For the fourth quarter of 2006, the company expects to report total revenues at the high end of its previous guidance. The conference call information is listed below.

Conference Call Details:

Date:	Thursday, February 1, 2007
Time:	2:00 p.m. PT (5:00 p.m. ET)
Live dial-in #:	(913) 981-4911
Replay #:	(719) 457-0820 or (888) 203-1112
Pass code:	1686044

About Interwoven

Interwoven is a global leader in content management solutions. Interwoven’s software and services enable organizations to effectively leverage content to drive business growth by improving the customer experience, increasing collaboration, and streamlining business processes in dynamic environments. Our unique approach combines user-friendly simplicity with robust IT performance and scalability to unlock the value of content. Today, nearly 3,700 enterprise and professional services organizations worldwide have chosen Interwoven, including: adidas, Airbus, Avaya, Cisco, DLA Piper, the Federal Reserve Bank, FedEx, HSBC, LexisNexis, Microsoft, Samsung, Shell, Samsonite, White & Case, and Yamaha. Over 19,000 developers and over 300 partners enrich and extend Interwoven’s offerings. To learn more about Interwoven, please visit www.interwoven.com.

Investor Relations Contact:

Brian Andersen
Interwoven, Inc.
(408) 530-5801
bandersen@interwoven.com

Media Relations Contact:

Randy Cairns
Interwoven, Inc.
(408) 530-5738
rcairns@interwoven.com

EX-99.2

EXHIBIT 99.2

Interwoven Announces Strong Fourth Quarter and 2006 Results

Fourth Quarter Revenues of $53.9 Million; 115 New Customers

SUNNYVALE, Calif. – February 1, 2007 – Interwoven, Inc. (Nasdaq: IWOV), provider of Enterprise Content Management (ECM) solutions for business, today announced selected results for the three months and year ended December 31, 2006.

Interwoven reported total revenues of $53.9 million for the fourth quarter of 2006, an increase of 13% from total revenues of $47.6 million for the fourth quarter last year. License revenues for the fourth quarter of 2006 were $21.0 million, an increase of 9% over the same period last year and a 13% increase sequentially. Support and service revenues increased by 16% from the fourth quarter last year to $32.9 million for the fourth quarter of 2006.

For the year ended December 31, 2006, Interwoven reported total revenues of $200.3 million, an increase of 14% from total revenues of $175.0 million for same period last year. License revenues for 2006 were $75.7 million, an increase of 12% over 2005. Support and service revenues increased by 16% from last year to $124.6 million.

At December 31, 2006, cash, cash equivalents and investments totaled $176.5 million, an increase of $16.1 million during the fourth quarter of 2006 and an increase of $39.3 million during 2006. Deferred revenues at December 31, 2006 increased to $57.8 million from $53.1 million at September 30, 2006, an increase of $4.7 million.

Interwoven is not providing other consolidated financial results at this time as the company is conducting a voluntary review of its historical stock option grant processes and this review is not complete.

“We are extremely pleased with our strong revenue growth in Q4 and for the full year of 2006,” said Max Carnecchia, President of Interwoven. “Our success in 2006 demonstrates that Interwoven has the right focus, talent, partners, and solutions to capitalize on today’s market opportunities, and our performance in Q4 and 2006 shows we have strong momentum heading into 2007. Now more than ever, content drives business. Organizations today face the challenge of managing an ever-increasing complexity of content, which if applied strategically, can be used to create revenue growth opportunities and improve operational efficiency. More and more, these organizations are turning to Interwoven solutions to help them succeed in a very competitive global marketplace.”

Customer Momentum

Interwoven added 115 new customers in the fourth quarter, the highest quarterly new customer count in six years. As a result, Interwoven now has nearly 3,800 customers worldwide.

New customers that selected Interwoven in the fourth quarter included Apartments.com, Bech Bruun, BDO Dunwoody, Capgemini America, Career Education Corp, Cooper Communities, Culinary Institute of America, Decosimo, Diagnosticos da America, Jackson Lewis, Mannatech, Marshall Dennehey, Monitor Company Group, Moody’s, National Australia Bank, New York State Office of Mental Health, PKF, Schneider Electric, Tenon Group, and Waters Technologies.

In the fourth quarter, Interwoven also received orders from many existing customers, including adidas, Aetna, American Airlines, FedEx, Federal Reserve Bank of Chicago, First National Bank of Omaha, GlaxoSmithKline, Grant Thornton, HSBC, IKEA, Novartis, Principal Life Insurance, The Regents of the University of California, State of New Jersey, and the US Department of Homeland Security.

Solution and Product Leadership

During the fourth quarter, Interwoven continued to extend its leadership position in key solution and product areas:

•	Interwoven WorkSite Support for the Microsoft Platform – In another milestone in Interwoven’s on-going partnership with Microsoft, the company announced that Interwoven WorkSite will support the 2007 Microsoft Office system, Exchange Server 2007, and Windows Vista. With this integration, WorkSite enables organizations to maximize existing investments in Microsoft-based applications and solutions, and utilize core Microsoft innovations including unified search, portals, information security, and business process automation.
•	Financial Services Innovation and Thought Leadership – Interwoven’s upgraded Scrittura Messaging module allows its buy and sell side clients access to the full functionality of the Trade Information Warehouse, a secure, centralized global infrastructure for the post-trade processing of over the counter derivatives, which was launched in November 2006. This latest development allows Interwoven’s clients to take advantage of this central platform to process trades more efficiently and securely than ever before.
	Additionally, Interwoven continued its role as a trusted advisor to the fund management industry, with its executives presenting at two key conferences during the quarter. Executives presented at the Derivatives Operations for the Fund Management Industry conference, and the Financial Information Management Association conference, and provided insights on how data management professionals can apply content management solutions to improve their operations.
•	World-Class Museums Select Interwoven for Digital Asset Management and Preservation – Interwoven announced from the Museum Computer Network’s 34th annual conference the adoption of Interwoven’s MediaBin Asset Management Server by several world-class museums, including the Indianapolis Museum of Art, The Metropolitan Museum of Art, the Minneapolis Institute of Art, the National Heritage Board in Singapore, and the San Francisco Museum of Modern Art. These renowned institutions join a wide range of non-profit organizations, professional services firms and enterprise organizations using Interwoven’s solutions for their Digital Asset Management needs.

Company Awards and Upcoming Events

• EContent 100—Interwoven was named to the prestigious annual EContent 100 list for the sixth consecutive year for its continued role as a provider of best-in-class content management solutions, ongoing technology innovation, and proven customer value. Each year, EContent magazine honors the top “stand-out companies that demonstrate the winning strategies and solutions that define the digital content industry.”

• Interwoven GearUp ’07 San Francisco—More than 1,000 industry leaders are expected to convene at the Interwoven annual user event, GearUp ‘07, to be held at the Palace Hotel, San Francisco, April 25-27, 2007. The global event promises to be one of the year’s leading content management-focused conferences, attracting world-class customers, partners, developers, and industry experts for three days of educational and interactive sessions on Interwoven solutions and best practices.

Conference Call Information

Interwoven’s 2006 fourth quarter results and its revenue outlook for the first quarter of 2007 will be discussed today, February 1, 2007 at 2:00 p.m. PT (5:00 p.m. ET).

Live dial-in number: (913) 981-4911
Replay number: (719) 457-0820 or (888) 203-1112
Pass code: 4656841

Audio Web cast instructions will be available on Interwoven’s Website at http://www.interwoven.com/investors. The call replay will be available starting February 1, 2007 at approximately 5:00 p.m. PT for a limited period.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains “forward-looking” statements, including statements about historical results that may suggest trends in our business. These statements are based on estimates and information available to us at the time of this press release and are not guarantees of future performance. Our forward-looking statements include management quotations, statements about customer momentum, solutions and products, activities with strategic business alliances, and statements about technology leadership. Actual results could differ materially from our current expectations as a result of many factors including: the fact that there can be no assurance as to the length, cost or outcome of the company’s review of historical option grant practices and the company’s accounting for its option grants, or as to the potential impact of that review (including any possible accounting impact); our ability to develop new products, services, features and functionality successfully and on a timely basis; customer acceptance of our solutions; changes in customer spending on enterprise content management initiatives; our ability to cross-sell and up-sell additional products into our installed base of customers; the success of our strategic business alliances; intense competition in our markets; changes in key personnel; the introduction of new products or services by competitors; and the ongoing consolidation in our markets. These and other risks and uncertainties associated with our business are described in our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Forms 8-K, which are on file with the Securities and Exchange Commission and available through www.sec.gov.

About Interwoven

Interwoven is a global leader in content management solutions. Interwoven’s software and services enable organizations to effectively leverage content to drive business growth by improving the customer experience, increasing collaboration, and streamlining business processes in dynamic environments. Our unique approach combines user-friendly simplicity with robust IT performance and scalability to unlock the value of content. Today, nearly 3,800 enterprise and professional services organizations worldwide have chosen Interwoven, including: adidas, Airbus, Avaya, Cisco, DLA Piper, the Federal Reserve Bank, FedEx, HSBC, LexisNexis, Microsoft, Samsung, Shell, Samsonite, White & Case, and Yamaha. Over 19,000 developers and over 300 partners enrich and extend Interwoven’s offerings. To learn more about Interwoven, please visit www.interwoven.com.

Investor Relations Contact:

Brian Andersen
Interwoven, Inc.
(408) 530-5801
bandersen@interwoven.com

Media Relations Contact:

Randy Cairns
Interwoven, Inc.
(408) 530-5738
rcairns@interwoven.com

INTERWOVEN, INC.

Selected Consolidated Financial Results

(In thousands)
(Unaudited)

	Three Months Ended				Year Ended
	December 31,				December 31,
	2006		2005		2006		2005
Revenues:
License	$	21,021	$	19,254	$	75,678	$	67,754
Support and service		32,896		28,325		124,641		107,283
Total revenues	$	53,917	$	47,579	$	200,319	$	175,037

	Dec. 31, 2006		Dec. 31, 2005
Cash, cash equivalents and investments	$	176,461	$	137,199
Accounts receivable, net	$	34,492	$	31,542
Deferred revenues	$	57,818	$	54,010