Form 8-K

The information contained in this Item 9 is provided pursuant to Item 12 of Form 8-K, “Results of Operations and Financial Condition,” as contemplated by SEC Release Nos. 33-8176 and 33-8216.

On April 17, 2003, Interwoven, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2003, a copy of which is attached hereto as Exhibit 99.1.

On April 17, 2003, Interwoven, Inc. presented its financial results for the quarter ended March 31, 2003 in a conference call with investors and analysts. The conference call was pre-announced and was available to the public through live teleconference and audio webcast and will continue to be available through audio replay or webcast replay. A copy of the transcript of this call is attached hereto as Exhibit 99.2.

During this conference call, Interwoven, Inc. announced that it expects revenue for the second quarter of 2003 to be between $25 and $26 million and revenue for fiscal year 2003 to be between $105 million and $112 million. In addition, Interwoven, Inc. announced that it expects its loss per share for the second quarter of 2003 and fiscal year 2003, based on 103 million weighed average shares outstanding at the end of each period. Interwoven, Inc. announced that it expects loss per share to be between $0.06 and $0.08 for the second quarter, on a GAAP basis, and between $0.24 and $0.28 for 2003, on a GAAP basis. Interwoven, Inc. also announced that it expects a pro forma loss per share to be between $0.04 and $0.06 for the second quarter and between $0.16 and $0.20 for 2003. Expected pro forma loss per share differs from expected GAAP loss per share because it excludes the effect of the following estimated charges or expenses: amortization of intangible assets of approximately $500,000 for the second quarter and approximately $2 million for 2003, amortization of deferred stock-based compensation of approximately $500,000 for the second quarter and $1.7 million for 2003, and restructuring charges of approximately $1 million for the second quarter and approximately $4 million for 2003.

The foregoing projections are forward-looking statements. These statements are based on estimates and information available to Interwoven, Inc. as of April 17, 2003 and are not guarantees of future performance. Actual results could differ materially from these expectations as a result of many factors, including: customer acceptance of new product releases may be slower than Interwoven, Inc. anticipates; customer spending on web initiatives may decline during the current economic downturn, which may be longer than Interwoven, Inc. anticipates; management changes may disrupt Interwoven, Inc.’s business; and the market for Interwoven, Inc.’s products is intensely competitive and rapidly evolving, so market success of its new product offerings is unpredictable. These and other risks and uncertainties associated with Interwoven, Inc.’s business are described in its most recent annual report on Form 10-K and subsequent Forms 10-Q and 8-K, which are on file with the SEC and available through www.sec.gov.

In addition, during this conference call Interwoven, Inc. presented a slide on its webcast containing previously reported net income/loss and earnings/loss per share over the previous seven quarters, on both a GAAP and a pro forma basis. This information, along with a reconciliation to comparable GAAP financial measures, is presented below. Certain reclassifications have been made to the information set forth below to conform to the presentation as of April 17, 2003.

	June 30, 2001			Sept. 30, 2001			Dec. 31, 2001			March 31, 2002			June 30, 2002			Sept. 30, 2002			Dec. 31, 2002
Net loss as reported	$	(38,446	)	$	(39,100	)	$	(27,313	)	$	(15,664	)	$	(13,791	)	$	(86,623	)	$	(32,538	)
Add back of certain non-cash and other charges:
Amortization of deferred stock-based compensation		4,286			3,207			2,157			3,207			58			1,020			595
Amortization of acquired intangible assets		21,928			22,209			22,109			1,236			1,310			732			444
Restructuring and excess facilities charges		12,784			10,032			—			1,220			7,244			1,179			28,441
Impairment of goodwill		—			—			—			—			—			76,431			—

Pro forma net income (loss)	$	552		$	(3,652	)	$	(3,047	)	$	(10,001	)	$	(5,179	)	$	(7,261	)	$	(3,058	)

Basic pro forma net income (loss) per share	$	0.01		$	(0.04	)	$	(0.03	)	$	(0.10	)	$	(0.05	)	$	(0.07	)	$	(0.03	)

Diluted pro forma net income (loss) per share	$	0.01		$	(0.04	)	$	(0.03	)	$	(0.10	)	$	(0.05	)	$	(0.07	)	$	(0.03	)

Shares used in computing basic net income (loss) per share		99,445			100,672			101,237			102,625			103,414			101,859			101,809

Shares used in computing diluted net income (loss) per share		107,780			100,672			101,237			102,625			103,414			101,859			101,809

Interwoven, Inc. believes that this pro forma information is useful for investors because it excludes non-cash and cash expenses that Interwoven, Inc. believes are not indicative of its on-going operations. However, Interwoven, Inc. urges readers to review and consider carefully the GAAP financial information contained in its SEC filings and in earnings releases.

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 hereunto duly authorized.

803 11^th Avenue, Sunnyvale, CA		94089
(Address of principal executive offices)		(Zip Code)


99.1		Press release dated April 17, 2003, announcing results for the quarter ended March 31, 2003.*

99.2		Transcript of publicly available April 17, 2003 investor conference call.*

		INTERWOVEN, INC. (Registrant)

Date:	April 23, 2003	By:	/s/ DAVID M. ALLEN
			David M. Allen Senior Vice President and Chief Financial Officer


99.1		Press release dated April 17, 2003, announcing results for the quarter ended March 31, 2003.*

99.2		Transcript of publicly available April 17, 2003 investor conference call.*