NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held May 22, 2003

To the Stockholders:

     NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of Informatica Corporation, a Delaware corporation (“Informatica”), will be held on Thursday, May 22, 2003 at 3:00 p.m., local time, at Informatica’s corporate headquarters, 2100 Seaport Boulevard, Redwood City, CA 94063, for the following purposes:

     These items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting.

     Only holders of record of Informatica’s common stock at the close of business on April 1, 2003, the record date, are entitled to vote on the matters listed in this Notice of Annual Meeting.

     All stockholders are cordially invited to attend the Annual Meeting in person. However, to ensure your representation at the Annual Meeting, please vote as soon as possible using one of the following methods: (1) by using the Internet as instructed on the enclosed proxy card, (2) by telephone by calling the toll-free number as instructed on the enclosed proxy card or (3) by mail by completing, signing, dating and returning the enclosed paper proxy card in the postage-prepaid envelope enclosed for that purpose. For further details, please see the section entitled “Voting” on page two of the accompanying Proxy Statement. Any stockholder attending the Annual Meeting may vote in person even if he or she has voted using the Internet, telephone or proxy card.

Redwood City, California
April 9, 2003

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE VOTE BY TELEPHONE OR BY USING THE INTERNET AS INSTRUCTED ON THE ENCLOSED PROXY CARD OR COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED ENVELOPE.

INFORMATICA CORPORATION

PROXY STATEMENT
FOR
2003 ANNUAL MEETING OF STOCKHOLDERS

PROCEDURAL MATTERS

General

     This Proxy Statement is being furnished to holders of common stock, par value $0.001 per share (the “Common Stock”), of Informatica Corporation, a Delaware corporation (“Informatica” or the “Company”), in connection with the solicitation of proxies by the Board of Directors of Informatica for use at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, May 22, 2003 at 3:00 p.m., local time, and at any adjournment or postponement thereof for the purpose of considering and acting upon the matters set forth herein. The Annual Meeting will be held at Informatica’s corporate offices, located at 2100 Seaport Boulevard, Redwood City, CA 94063. The telephone number at that location is (650) 385-5000.

     This Proxy Statement, the accompanying form of proxy card and the Company’s Annual Report to Stockholders are first being mailed on or about April 9, 2003 to all stockholders entitled to vote at the Annual Meeting.

Stockholders Entitled to Vote; Record Date

     Only holders of record of Informatica’s Common Stock at the close of business on April 1, 2003 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting. Such stockholders are entitled to cast one vote for each share of Common Stock held as of the Record Date on all matters properly submitted for the vote of stockholders at the Annual Meeting. As of the record date, there were 80,250,587 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. No shares of preferred stock were outstanding. For information regarding security ownership by management and by the beneficial owners of more than 5% of Informatica’s Common Stock, see “Share Ownership by Principal Stockholders and Management.”

Quorum; Required Vote

     The presence of the holders of a majority of the shares of Common Stock entitled to vote generally at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting. Such stockholders are counted as present at the meeting if they (1) are present in person at the Annual Meeting or (2) have properly submitted a proxy card or voted by telephone or by using the Internet. A plurality of the votes duly cast is required for the election of directors. The affirmative vote of a majority of the votes duly cast is required to ratify the appointment of auditors.

     Under the General Corporation Law of the State of Delaware, an abstaining vote and a broker “non-vote” are counted as present and entitled to vote and are, therefore, included for purposes of determining whether a quorum is present at the Annual Meeting; however, broker “non-votes” are not deemed to be “votes cast.” As a result, broker “non-votes” are not included in the tabulation of the voting results on the election of directors or issues requiring approval of a majority of the votes cast and, therefore, do not have the effect of votes in opposition in such tabulations. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.

Voting

     Voting by attending the meeting. A stockholder may vote his or her shares in person at the Annual Meeting. A stockholder planning to attend the Annual Meeting should bring proof of identification for entrance to the Annual Meeting.

     Voting by proxy card. All shares entitled to vote and represented by properly executed proxy cards received prior to the Annual Meeting, and not revoked, will be voted at the Annual Meeting in accordance with the instructions indicated on those proxy cards. If no instructions are indicated on a properly executed proxy card, the shares represented by that proxy card will be voted as recommended by the Board of Directors. If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named in the enclosed proxy card and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. The Company does not currently anticipate that any other matters will be raised at the Annual Meeting. Any proxy card given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted. A proxy card may be revoked (1) by filing with the Secretary of the Company, at or before the taking of the vote at the Annual Meeting, a written notice of revocation or a duly executed proxy card, in either case dated later than the prior proxy card relating to the same shares, or (2) by attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not of itself revoke a proxy). Any written notice of revocation or subsequent proxy card must be received by the Secretary of the Company prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be hand delivered to the Secretary of the Company or should be sent so as to be delivered to Informatica Corporation, 2100 Seaport Boulevard, Redwood City, CA 94063, Attention: Corporate Secretary.

     Voting by telephone or the Internet. A stockholder may vote his or her shares by calling the toll-free number indicated on the enclosed proxy card and following the recorded instructions or by accessing the website indicated on the enclosed proxy card and following the instructions provided.

     When a stockholder votes via the Internet or by telephone, his or her vote is recorded immediately. Informatica encourages its stockholders to vote using these methods whenever possible. If a stockholder attends the Annual Meeting, he or she may also submit his or her vote in person, and any previous votes that were submitted by the stockholder, whether by Internet, telephone or mail, will be superseded by the vote that such stockholder casts at the Annual Meeting.

Expenses of Solicitation

     Informatica will bear all expenses of this solicitation, including the cost of preparing and mailing this proxy material. The Company may reimburse brokerage firms, custodians, nominees, fiduciaries and other persons representing beneficial owners of Common Stock for their reasonable expenses in forwarding solicitation material to such beneficial owners. Directors, officers and employees of the Company may also solicit proxies in person or by telephone, letter, e-mail, telegram, facsimile or other means of communication. Such directors, officers and employees will not be additionally compensated, but they may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation. The Company may engage the services of a professional proxy solicitation firm to aid in the solicitation of proxies from certain brokers, bank nominees and other institutional owners. The Company’s costs for such services, if retained, will not be material.

Procedure for Submitting Stockholder Proposals

     Requirements for stockholder proposals to be considered for inclusion in the Company’s proxy materials. Stockholders may present proper proposals for inclusion in the Company’s proxy statement and for consideration at the next annual meeting of its stockholders by submitting their proposals in writing to the Secretary of the Company in a timely manner. In order to be included in the Company’s proxy materials for the 2004 annual meeting of stockholders, stockholder proposals must be received by the Secretary of the Company no later than December 11, 2003, and must otherwise comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934 (the “Exchange Act”).

     Requirements for stockholder proposals to be brought before an annual meeting. In addition, the Company’s Bylaws establish an advance notice procedure for stockholders who wish to present certain matters

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before an annual meeting of stockholders. In general, nominations for the election of directors may be made by (1) the Board of Directors, (2) any nominating committee appointed by the Board of Directors or (3) any stockholder entitled to vote who has written notice delivered to the Secretary of the Company within the Notice Period (as defined below), which notice must contain specified information concerning the nominees and concerning the stockholder proposing such nominations.

     The Company’s Bylaws also provide that the only business that may be conducted at an annual meeting is business that is (1) specified in the notice of meeting given by or at the direction of the Board of Directors, (2) properly brought before the meeting by or at the direction of the Board of Directors, or (3) properly brought before the meeting by any stockholder entitled to vote who has written notice delivered to the Secretary of the Company within the Notice Period (as defined below), which notice must contain specified information concerning the matters to be brought before such meeting and concerning the stockholder proposing such matters.

     The “Notice Period” is defined as that period not less than 45 days nor more than 75 days prior to the anniversary of the date on which the Company first mailed its proxy materials for the previous year’s annual meeting of stockholders. As a result, the Notice Period for the 2004 annual stockholder meeting will start on January 26, 2004 and end on February 24, 2004.

     If a stockholder who has notified the Company of his or her intention to present a proposal at an annual meeting does not appear to present his or her proposal at such meeting, the Company need not present the proposal for vote at such meeting.

     A copy of the full text of the Bylaw provisions discussed above may be obtained by writing to the Secretary of the Company. All notices of proposals by stockholders, whether or not included in the Company’s proxy materials, should be sent to Informatica Corporation, 2100 Seaport Boulevard, Redwood City, CA 94063, Attention: Corporate Secretary.

PROPOSAL ONE

ELECTION OF DIRECTORS

General

     The Company’s Board of Directors is currently comprised of five members who are divided into three classes with overlapping three-year terms. A director serves in office until his or her respective successor is duly elected and qualified or until his or her earlier death or resignation. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of an equal number of directors. Diaz H. Nesamoney resigned as a director of the Company on July 29, 2002, which created a vacancy on the Board of Directors. On September 3, 2002, the Board appointed Mark A. Bertelsen as a director to fill this vacancy. Two directors shall be elected at the Annual Meeting.

Nominees for Class III Directors

     Two Class III directors are to be elected at the Annual Meeting for a three-year term ending in 2006. The Board of Directors has nominated Gaurav S. Dhillon and David W. Pidwell for re-election as Class III directors. Unless otherwise instructed, the proxyholders will vote the proxies received by them for the reelection of Messrs. Dhillon and Pidwell. The Company expects that Messrs. Dhillon and Pidwell will accept such nomination; however, in the event that either such nominee is unable or declines to serve as a director at the time of the meeting, the proxies will be voted for any nominee who shall be designated by the Board of Directors to fill the vacancy. The term of office of each person elected as director will continue until such director’s term expires in 2006 or until such director’s successor has been elected and qualified.

     The Board of Directors recommends a vote “FOR” the nominees listed above.

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Information Regarding Nominees and Other Directors

Nominees for Class III Directors for a Term Expiring in 2006

Incumbent Class I Director Whose Term Expires in 2004

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Board Meetings and Committees

     During 2002, the Board of Directors held eight meetings (including regularly scheduled and special meetings), and no directors attended fewer than 75% of the total number of meetings of the Board of Directors and the committees of which he or she was a member, if any.

     The Board of Directors currently has three standing committees: an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee. The following describes each committee, its current membership, the number of meetings held during 2002 and its function. All members of these committees are non-employee directors.

     Audit Committee. The Audit Committee currently consists of Mr. Seawell, Ms. Chaffin and Mr. Pidwell. The Audit Committee met four times in 2002. The Audit Committee makes recommendations regarding the selection of independent auditors, reviews the results and scope of audit and other services provided by the independent auditors, reviews the Company’s accounting principles, its systems of internal accounting controls and procedures to be used in preparing the Company’s financial statements, receives and considers comments from the independent auditors on the Company’s internal audit controls and addresses other matters which may come before it or as directed by the Board.

     The Audit Committee also meets with the Company’s independent auditors on a quarterly basis, following completion of their quarterly reviews and annual audit and prior to the Company’s earnings announcements, to review the results of their work. The Audit Committee also meets with the Company’s independent auditors to approve the annual scope of the audit services to be performed.

     Compensation Committee. The Compensation Committee currently consists of Mr. Pidwell and Mr. Seawell. The Compensation Committee met four times in 2002. In addition to holding regular meetings, the Compensation Committee took action by written consent at various times during the course of 2002. The Compensation Committee reviews and approves the compensation and benefits for the Company’s executive officers, administers the Company’s stock plans and performs such other duties as may from time to time be determined by the Board.

     Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee was established in January 2003 and currently consists of Mr. Pidwell, Ms. Chaffin and Mr. Bertelsen. This committee will be responsible for developing general criteria regarding the qualifications and selection of Board members, recommending candidates for election to the Board, reviewing and making recommendations regarding the composition and mandate of Board committees, developing overall governance guidelines, and overseeing the performance and compensation of the Board. The Corporate Governance and Nominating Committee will consider nominees for the Board of Directors submitted by the stockholders of the Company.

Director Compensation

     Directors currently do not receive cash compensation for service on the Board of Directors or any committee thereof. Directors are eligible to receive options to purchase the Company’s Common Stock pursuant to the Company’s 1999 Non-Employee Director Stock Incentive Plan (the “1999 Director Plan”), which provides for annual automatic grants of nonqualified stock options to continuing non-employee

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directors. Under the 1999 Director Plan, each non-employee director will receive a nonqualified stock option grant of 100,000 shares of the Company’s Common Stock upon his or her initial election to the Board of Directors (“Initial Grant”). On the date of each annual stockholders’ meeting, each individual who is at the time continuing to serve as a non-employee director, and who has served as a non-employee director for at least six months prior to the date of the Stockholder’s Meeting, will automatically be granted an option to purchase 20,000 shares of the Company’s Common Stock (“Subsequent Grant”). All options automatically granted to non-employee directors will have an exercise price equal to 100% of the fair market value on the date of grant. Each Initial Grant shall vest and become exercisable in four equal annual installments, and each Subsequent Grant shall vest and become exercisable on the first anniversary of the grant date. In 2000 and 2001, each of Mr. Seawell and Mr. Pidwell received Subsequent Grants. Ms. Chaffin received an Initial Grant in 2001, and Mr. Bertelsen received an Initial Grant in 2002.

     In addition, on September 6, 2001, the Company granted each of Mr. Seawell and Mr. Pidwell an option to purchase 20,000 shares of Common Stock under the Company’s 1999 Stock Incentive Plan. In return, both Mr. Seawell and Mr. Pidwell elected to forfeit the Subsequent Grants that they received in 2002, and the shares of Common Stock underlying the forfeited Subsequent Grants were returned to the 1999 Director Plan for future option grants.

PROPOSAL TWO

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

     The Board of Directors has appointed Ernst & Young LLP as independent auditors of the Company to audit the consolidated financial statements of the Company for fiscal year 2003. Although ratification by stockholders is not required by law, the Board has determined that it is desirable to request ratification of this selection by the stockholders. Notwithstanding its selection, the Board, in its discretion, may appoint new independent auditors at any time during the year if the Board believes that such a change would be in the best interest of the Company and its stockholders. If the stockholders do not ratify the appointment of Ernst & Young LLP, the Board may reconsider its selection.

     Ernst & Young LLP has audited the Company’s financial statements since the Company’s inception. A representative of Ernst & Young LLP is expected to be present at the Annual Meeting with the opportunity to make a statement if he or she desires to do so, and is expected to be available to respond to appropriate questions.

     The Board of Directors recommends a vote “FOR” this proposal.

Fee Disclosure

     Audit Fees. The aggregate fees billed by Ernst & Young LLP for professional services rendered to the Company for the years ended December 31, 2002 and 2001, were $568,000 and $379,000, respectively, including fess for the audits of the Company’s annual financial statements, statutory audits required internationally, the reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-Q and the review of SEC registration statements.

     Audit-Related Fees. The aggregate fees billed by Ernst & Young LLP for services rendered to the Company for the years ended December 31, 2002 and 2001 were $122,000 and $309,000, respectively. Audit-related services principally include accounting consultations and financial system security and controls.

     Tax Fees. The aggregate fees billed by Ernst & Young LLP for services rendered to the Company for the years ended December 31, 2002 and 2001 were $716,000 and $314,000, respectively. Tax services include tax compliance, tax advice and tax planning.

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SHARE OWNERSHIP BY PRINCIPAL STOCKHOLDERS AND MANAGEMENT

     The following table sets forth certain information concerning the beneficial ownership of Informatica’s Common Stock as of February 28, 2003 for the following: (1) each person or entity who is known by the Company to own beneficially more than 5% of the outstanding shares of the Company’s Common Stock; (2) each of the Company’s directors; (3) each of the executive officers named in the Summary Compensation Table; and (4) all directors and executive officers of the Company as a group.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Exchange Act (“Section 16(a)”) requires the Company’s executive officers and directors, and persons who own more than 10% of a registered class of the Company’s equity securities (“10% Stockholders”), to file reports of ownership on Form 3 and changes in ownership on Forms 4 or 5 with the SEC. Such executive officers, directors and 10% Stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file.

     Based solely on its review of the copies of such reports furnished to the Company and written representations that no other reports were required to be filed during 2002, the Company believes that its executive officers, directors and 10% Stockholders have complied with all Section 16(a) filing requirements applicable to them.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The Company’s Compensation Committee is currently composed of Mr. Pidwell and Mr. Seawell. No interlocking relationship exists between any member of the Company’s Compensation Committee and any member of the compensation committee of any other company, nor has any such interlocking relationship existed in the past. No member of the Compensation Committee is or was formerly an officer or an employee of the Company.

Equity Compensation Plan Information as of December 31, 2002

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2000 Employee Stock Incentive Plan

     In January 2000, the Board of Directors adopted the 2000 Employee Stock Incentive Plan (the “2000 Incentive Plan”), under which 1,600,000 shares were reserved for issuance. The 2000 Incentive Plan is not subject to stockholder approval. Under the 2000 Incentive Plan, eligible employees and consultants may purchase stock options, stock appreciation rights, restricted shares and stock units. No stock options, stock appreciation rights, restricted shares or stock units from the 2000 Incentive Plan may be granted to directors or executive officers of the Company. The 2000 Incentive Plan is intended to help the Company attract and retain outstanding individuals in order to promote the Company’s success. The 2000 Incentive Plan does not provide for the grant of incentive stock options. The exercise price for non-qualified options may not be less than 85% of the fair value of the Common Stock at the option grant date. The 2000 Incentive Plan is administered by the Compensation Committee of the Board of Directors. Options granted are exercisable over a maximum term of ten years from the date of grant and generally vest over a period of four years from the date of grant.

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EXECUTIVE OFFICER COMPENSATION

Summary Compensation Table

     The following table sets forth information concerning compensation received by the Chief Executive Officer and each of the five most highly compensated executive officers during the last fiscal year for services rendered to the Company in all capacities for the three years ended December 31, 2002 (the “Named Executive Officers”):

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Option Grants in Last Fiscal Year

     The following table sets forth, as to the Named Executive Officers, information concerning stock options granted during the year ended December 31, 2002.

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Option Exercises and Holdings

     The following table sets forth, as to the Named Executive Officers, certain information concerning the number of shares of the Company’s Common Stock subject to both exercisable and unexercisable stock options as of December 31, 2002. Also reported are values for “in-the-money” options that represent the positive spread between the respective exercise prices of outstanding stock options and the fair market value of the Company’s Common Stock as of December 31, 2002.

Employment Arrangements

     On September 3, 2002, the Board unanimously approved a change of control and severance arrangement for Earl Fry, Senior Vice President, Chief Financial Officer and Secretary, providing for certain severance payments and vesting acceleration as to unvested options in the event (1) there is a change of control of the Company and (2) within 12 months after a change of control, Mr. Fry is involuntarily terminated or constructively terminated as an employee. Should the conditions identified in (1) and (2) above occur on or prior to September 3, 2003, then Mr. Fry shall receive a payment equal to 12 months base salary and 12 months acceleration of stock option vesting. Should the conditions identified in (1) and (2) above occur at any other time, then Mr. Fry shall receive a payment equal to six months base salary and six months acceleration of stock option vesting.

     Mr. Harrison’s offer letter for employment dated August 1, 2002 contains a change of control and severance arrangement, providing for certain severance payments and vesting acceleration as to unvested options in the event (1) there is a change of control where Informatica is not the surviving entity and where a substantially similar position is either unavailable or not offered to Mr. Harrison or (2) Mr. Harrison’s employment is terminated without cause. Should the conditions identified in (1) or (2) above occur on or prior to August 5, 2003, then Mr. Harrison shall receive a payment equal to 12 months base salary and 12 months acceleration of stock option vesting. Should the conditions identified in (1) or (2) above occur at any other time, then Mr. Harrison shall receive a payment equal to six months base salary and six months acceleration of stock option vesting.

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TRANSACTIONS WITH MANAGEMENT

     Mr. Fry, an executive officer of the Company, entered into an Agreement on the Forgiveness of Employee Loan with the Company on September 13, 2001. Pursuant to this agreement, Mr. Fry delivered a promissory note to the Company in exchange for loan proceeds from the Company in the amount of $150,000. The interest rate on the principal amount of the loan is 3.82% per annum. Pursuant to the terms of this transaction, Mr. Fry’s loan will be forgiven in pro rata quarterly installments over a period of two years so long as he remains an employee of the Company.

     Pursuant to a separation agreement between Kyle Bowker and Informatica dated July 31, 2002, Mr. Bowker received the following severance payments in addition to six months accelerated vesting of his options to purchase Common Stock: (1) $125,000, which equals six months of Mr. Bowker’s annual base salary; (2) $125,000, which equals the second installment of Mr. Bowker’s hire-on bonus; (3) $25,000, which represents Mr. Bowker’s assumed future awards under the Company’s bonus plans during the six-month period following his separation from the Company; (4) $80,138, which represents Mr. Bowker’s projected commissions under the Company’s commission plans for the six-month period following his separation from the Company; and (5) $1,696, which equals six months of COBRA premiums.

     Pursuant to a separation agreement between Diaz Nesamoney and Informatica dated July 29, 2002, Mr. Nesamoney received the following severance payments: (1) $275,000, which equals Mr. Nesamoney’s annual base salary; (2) $125,000, which represents Mr. Nesamoney’s assumed future awards under the Company’s bonus plans; and (3) $10,380, which equals 12 months of COBRA premiums. In addition, Mr. Nesamoney’s outstanding options to purchase Common Stock were accelerated as to one year’s additional vesting. With respect to Mr. Nesamoney’s options that were initially granted after January 1, 2000, all such options had their post-termination exercisability period extended from three months to six months.

     During fiscal year 2002, the law firm of Wilson Sonsini Goodrich & Rosati (“WSGR”) acted as principal outside counsel to Informatica. Mark A. Bertelsen, a director of Informatica, is a member of WSGR. We believe that the services performed by WSGR were provided on terms no more or less favorable than those with unrelated parties. Payments by Informatica to WSGR was less than one percent of the firm’s gross revenues in the last fiscal year.

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REPORT OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS

     With respect to the Company’s financial reporting process, the management of the Company is responsible for (1) establishing and maintaining internal controls and (2) preparing the Company’s consolidated financial statements. The independent auditors are responsible for auditing these financial statements. It is the responsibility of the Audit Committee to oversee these activities. The Board of Directors has determined that each member of the Audit Committee is “independent” as required by the listing standards of the Nasdaq National Market. The Board of Directors has adopted a written charter for the Audit Committee. In the performance of its oversight function, the Audit Committee has:

• reviewed and discussed the audited financial statements with management;
  
  
• discussed with Ernst & Young LLP, its independent auditors, the matters required to be discussed by the Statement on Auditing Standards No. 61, Communication with Audit Committees, as currently in effect;
  
  
• received the written disclosures and the letter from the independent auditors required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, as currently in effect;
  
  
• considered whether the provision of information technology consulting services relating to financial information systems design and implementation and other non-audit services by Ernst & Young LLP is compatible with maintaining Ernst & Young LLP’s independence and has discussed with Ernst & Young LLP the auditors’ independence.
  

Based upon the reports and discussions described in this Report, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.

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REPORT OF THE COMPENSATION COMMITTEE

     The Compensation Committee was formed in March 1999 and currently consists of Messrs. Seawell and Pidwell. The Compensation Committee generally reviews and approves the Company’s executive compensation policies, including the base salary levels and target incentives for the Company’s executive officers at the beginning of each year, and approves the performance objectives of the executive officers in their areas of responsibility. The Compensation Committee also administers the Company’s stock plans. No member of the Compensation Committee is a former or current officer or employee of Informatica or any of its subsidiaries. Certain meetings of the Compensation Committee are also attended by Gaurav Dhillon and Earl Fry, who provide background and market information and make recommendations to the Compensation Committee on salary levels, officer performance objectives, and corporate financial goals. However, Messrs. Dhillon and Fry are not entitled to vote on any actions taken by the Compensation Committee.

Executive Officer Compensation Programs

     The objectives of the executive officer compensation program are to attract, retain, motivate and reward key personnel who possess the necessary leadership and management skills through competitive base salary, annual cash bonus incentives, long-term incentive compensation in the form of stock options and various benefits, including medical and life insurance plans. The executive compensation policies of the Compensation Committee are intended to combine competitive levels of compensation and rewards for above average performance and to align relative compensation with the achievements of key business objectives, optimal satisfaction of customers, and maximization of stockholder value. The Compensation Committee believes that stock ownership by management is beneficial in aligning management and stockholder interests, thereby enhancing stockholder value.

     Base Salaries. Salaries for the Company’s executive officers are determined primarily on the basis of the executive officer’s level of responsibility, general salary practices of peer companies and the officer’s individual qualifications and experience. The base salaries are reviewed annually and may be adjusted by the Compensation Committee in accordance with certain criteria which include individual performance, the functions performed by the executive officer, the scope of the executive officer’s on-going duties, general changes in the compensation peer group in which the Company competes for executive talent, and the Company’s financial performance generally. The weight given each such factor by the Compensation Committee may vary from individual to individual.

     Incentive Bonuses. The Compensation Committee believes that a cash incentive bonus plan can serve to motivate the Company’s executive officers and management to address annual performance goals, using more immediate measures for performance than those reflected in the appreciation in value of stock options. The bonus amounts are based upon recommendations by management and a subjective consideration of factors including such officer’s level of responsibility, individual performance, contributions to the Company’s success and the Company’s financial performance generally.

     Stock Option Grants. Stock options may be granted to executive officers and other employees under the 1999 Stock Incentive Plan or the 2000 Incentive Plan. Because of the direct relationship between the value of an option and the stock price, the Compensation Committee believes that options motivate executive officers to manage the Company in a manner that is consistent with stockholder interests. Stock option grants are intended to focus the attention of the recipient on the Company’s long-term performance which the Company believes results in improved stockholder value, and to retain the services of the executive officers in a competitive job market by providing significant long-term earnings potential. To this end, stock options generally vest and become fully exercisable over a four-year period. The principal factors considered in granting stock options to executive officers of the Company are prior performance, level of responsibility, other compensation and the executive officer’s ability to influence the Company’s long-term growth and profitability. However, neither the 1999 Stock Incentive Plan nor the 2000 Incentive Plan provides any quantitative method for weighting these factors, and a decision to grant an award is primarily based upon a subjective evaluation of the past as well as future anticipated performance of the executive officer.

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     In July 2001, the Board approved a voluntary stock option exchange program for the Company’s employees (the “Exchange Program”) because the Board determined that existing options no longer had sufficient value to motivate and retain the Company’s employees in the current market environment. Under the Exchange Program, eligible employees, including Mr. Fry and Barton Foster, an executive officer of the Company at the time of the Exchange Program, were given the opportunity to cancel outstanding options to purchase the Company’s Common Stock that were previously granted to them in exchange for a new non-qualified stock option grant for an equal number of shares of the Company’s Common Stock to be granted at least six months and one day from the cancellation date of the exchanged options. No members of the Company’s Board of Directors or executive officers, other than Mr. Fry and Mr. Foster, were eligible for the Exchange Program. On March 15, 2002, replacement options were granted to participating employees under the Exchange Program.

Ten-Year Option Repricings

     Deductibility of Compensation. Section 162(m) of the Internal Revenue Code (“IRC”) disallows a deduction by the Company for compensation exceeding $1.0 million paid to certain executive officers, excluding, among other things, performance based compensation. Because the compensation paid to executive officers has not approached the limitation, the Compensation Committee has not had to use any of the available exemptions from the deduction limit with regard to such officers’ compensation. The Compensation Committee remains aware of the IRC Section 162(m) limitations, and the available exemptions, and will address the issue of deductibility when and if circumstances warrant the use of such exemptions.

Chief Executive Officer Compensation

     The compensation of the Chief Executive Officer is reviewed annually on the same basis as discussed above for all executive officers. Mr. Dhillon’s base salary for the year ended December 31, 2002 was $154,167. Mr. Dhillon’s base salary was established in part by comparing the base salaries of chief executive officers at other companies of similar size. Mr. Dhillon’s base salary was below the median of the base salary range for Chief Executive Officers of comparable companies. Mr. Dhillon received an option to purchase 260,000 shares of the Company’s Common Stock and a bonus of $70,000 for the year ended December 31, 2002.

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COMPANY STOCK PRICE PERFORMANCE GRAPH

     The following graph compares the cumulative total return to stockholders on the Company’s Common Stock with the cumulative total return of the Nasdaq National Market (U.S. Companies) Index and the Nasdaq Computer and Data Processing Services Group Index. The graph assumes that $100 was invested on April 28, 1999 (the date of the Company’s initial public offering) in the Company’s Common Stock and in each of the indices discussed above, including reinvestment of dividends. No dividends have been declared or paid on the Company’ Common Stock. Note that historic stock price performance is not necessarily indicative of future stock price performance.

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OTHER MATTERS

     The Board of Directors does not know of any other matters to be presented at the Annual Meeting. If any additional matters are properly presented at the Annual Meeting, the persons named in the enclosed proxy card will have discretion to vote shares they represent in accordance with their own judgment on such matters.

     It is important that your shares be represented at the Annual Meeting, regardless of the number of shares that you hold. You are, therefore, urged to vote by telephone or by using the Internet as instructed on the enclosed proxy card or execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.

THE BOARD OF DIRECTORS

Redwood City, California
April 9, 2003

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