Use these links to rapidly review the documentTABLE OF CONTENTS Item 8. Financial Statements and Supplementary Data



UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

|ý                                           | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|------------------------------------------- | ----------------------------------------------------------------------------------------
|For the fiscal year ended December 31, 2007
|or                                         
|o                                           | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|Commission File Number: 001-33041          

ACME PACKET, INC.(Exact name of registrant as specified in its charter)

|Delaware                                                                                |  | 04-3526641                               
|--------------------------------------------------------------------------------------- |  | -----------------------------------------
|(State or other jurisdiction of
incorporation or organization)                          |  | (I.R.S. Employer
Identification No.)     
|71 Third Avenue
Burlington, MA 01803(Address of principal executive offices) (zip code)
|(781) 328-4400(Registrant's telephone number, including area code)                     
|Securities registered pursuant to Section 12(b) of the Act:                            
|Title of each class                                                                     |  | Name of each exchange on which registered
|Common Stock, $0.001 par value                                                          |  | The Nasdaq Stock Market LLC              

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate
by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o    No ý

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o    No ý

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 ý    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer" "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

|Large accelerated filer o |  | Accelerated filer ý |  | Non-accelerated filer o (Do not check if a smaller reporting company) |  | Smaller reporting company o
|------------------------- |  | ------------------- |  | --------------------------------------------------------------------- |  | ---------------------------

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes o    No ý

The aggregate market value of common stock held by non-affiliates of the registrant based on the closing price of the registrant's common stock as
reported on the NASDAQ Global Market on June 29, 2007, was $254,099,764. Shares of voting and non-voting stock held by executive officers, directors and holders of more than 5% of
the outstanding stock have been excluded from this calculation because such persons or institutions may be deemed affiliates. This determination of affiliate status is not a conclusive determination
for other purposes.

60,469,918
shares of the registrant's common stock were outstanding as of March 11, 2008.

DOCUMENTS INCORPORATED BY REFERENCE

The registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days of the end of the fiscal year ended
December 31, 2007. Portions of such proxy statement are incorporated by reference into Part III of this Annual Report on Form 10-K.



---





TABLE OF CONTENTS



|           |          |    |                                                                                                              | 
|---------- | -------- | -- | ------------------------------------------------------------------------------------------------------------ | 
|PART I     |          |   
|           | Item 1.  |    | Business                                                                                                     | 
|           | Item 1A. |    | Risk Factors                                                                                                 | 
|           | Item 1B. |    | Unresolved Staff Comments                                                                                    | 
|           | Item 2.  |    | Properties                                                                                                   | 
|           | Item 3.  |    | Legal Proceedings                                                                                            | 
|           | Item 4.  |    | Submission of Matters to a Vote of Security Holders                                                          | 
|PART II    |          |   
|           | Item 5.  |    | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 
|           | Item 6.  |    | Selected Financial Data                                                                                      | 
|           | Item 7.  |    | Management's Discussion and Analysis of Financial Condition and Results of Operations                        | 
|           | Item 7A. |    | Quantitative and Qualitative Disclosure About Market Risk                                                    | 
|           | Item 8.  |    | Financial Statements and Supplementary Data                                                                  | 
|           | Item 9.  |    | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         | 
|           | Item 9A. |    | Controls and Procedures                                                                                      | 
|           | Item 9B. |    | Other Information                                                                                            | 
|PART III   |          |   
|           | Item 10. |    | Directors and Executive Officers of the Registrant                                                           | 
|           | Item 11. |    | Executive Compensation                                                                                       | 
|           | Item 12. |    | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               | 
|           | Item 13. |    | Certain Relationships and Related Transactions and Director Independence                                     | 
|           | Item 14. |    | Principal Accountant Fees and Services                                                                       | 
|PART IV    |          |   
|           | Item 15. |    | Exhibits, Financial Statement Schedules                                                                      | 
|SIGNATURES |          | 97

1

---



SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information in this Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended ("Securities Act") and Section 21 E of the Securities Exchange Act of 1934, as amended ("Exchange Act"). Such statements are based upon current expectations
that involve risks and uncertainties. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. We may, in some cases, use words such
as "project," "believe," "anticipate," "plan," "expect," "estimate," "intend," "continue," "should," "would," "could," "potentially," "will," "may" or similar words and expressions that convey
uncertainty of future events or outcomes to identify these forward-looking statements. Forward-looking statements in this Annual Report on Form 10-K may include statements about:



The
outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from
the results anticipated by these forward-looking statements. These important factors include our financial performance, difficulties in attracting and retaining customers, difficulties in meeting
customer needs through our development activities, difficulties leveraging market opportunities, poor product sales, long sales cycles, difficulties in developing new products, difficulties in our
relationships with vendors and partners, risks associated with international operations, difficulty in managing rapid growth and increased competition, and those factors we discuss in this Annual
Report on Form 10-K under the caption "Risk Factors" and the risks discussed in our other SEC filings. We undertake no obligation to publicly release any revisions to the
forward-looking statements after the date of this Annual Report on Form 10-K other than as required by law. You should read these factors and the other cautionary statements made in
this Annual Report on Form 10-K as being applicable to all related forward-looking statements wherever they appear in this Annual Report on Form 10-K. These risk
factors are not exhaustive and other sections of this Annual Report on Form 10-K may include additional factors which could adversely impact our business and financial performance.

2

---





PART I

Item 1.    Business

Overview

Acme Packet, Inc. is the leading provider of session border controllers, or SBCs, that enable service providers and enterprises to deliver secure and high
quality interactive communicationsvoice, video and other real-time multimedia sessionsacross defined border points where Internet Protocol networks connect, known
as network borders. Service providers include wireline, wireless, cable and Internet telephony service providers. The Internet Protocol, or IP, is a standardized method of transmitting information,
such as interactive communications, from one device, such as a personal computer, server, IP telephone and personal digital advisor, to another device over any type of physical private or public
network, including the Internet. Our Net-Net products, which consist of our hardware and proprietary software, serve as a central element in unifying the separate IP networks. Our
customers use our products to deliver next-generation interactive communications services, such as Voice over IP, or VoIP, with the same quality assurance and security as they historically
have offered for voice services over their legacy telephone networks.

SBCs
are deployed at the borders between IP networks, such as between two service providers or between a service provider and its enterprise, residential or mobile customers as more
fully described below in the sections entitled "Industry Background," "The Need for a New IP Network Element," "Our Solution" and "Our Technology." SBCs are the only network element currently capable
of integrating the control of signaling messages and media flows. This capability complements the roles
and functionality of routers, softswitches and data firewalls that operate within the same network. Our Net-Net products support a broad range of communications applications at multiple
network border points, providing key control functions in the areas of security, service reach maximization, service level agreement assurance, revenue and cost optimization and regulatory compliance,
while also supporting next-generation service architectures such as IP Multimedia Subsystem, or IMS. IMS provides a blueprint for building a network capable of delivering
IP-based voice, video and multimedia services to subscribers.

We
began shipping our Net-Net products in 2002. Since that time, approximately 500 customers, consisting of both service providers and enterprises in 85 countries have
purchased our products.

We
sell our products and support services through approximately 45 distribution partners and our direct sales force. Our distribution partners include many of the largest networking and
telecommunications equipment vendors throughout the world.

We
were founded in 2000 under the name Primary Networks, Inc. and changed our name to Acme Packet, Inc. in January 2001. Our principal executive offices are located at 71
Third Avenue, Burlington, MA 01803. Our telephone number is (781) 328-4400. Our website address iswww.acmepacket.com.Through a link
on the Investor Relations section of our website, we make available the following filings after they are electronically filed with or furnished to the SEC: our Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to
Section 13 or 15(d) of the Exchange Act. All such filings are available free of charge.

Industry Background

Since the advent of IP, service providers have used two separate networksthe Public Switched Telephone Network, or PSTN, for voice communications and
IP networks, both privately-based and the public Internet, for data applications and services. PSTN, also known as the voice or traditional telephone network, was created decades ago to provide
seamless, reliable and secure global voice communications services. Users are accustomed to the high reliability and security of the PSTN, and

3

---



have
high confidence in utilizing it to share personal information and engage in activities such as banking and commerce. The PSTN is limited, however, in its ability to support high bandwidth video
and other interactive multimedia services.

The
Internet is a collection of IP networks that provides global reach for a broad range of information services such as e-mail, web browsing, electronic commerce and
research. IP is a data-oriented protocol which provides communicable unique global addressing among computers. Internet service quality, while adequate for these types of information
services, can vary significantly depending upon, among other factors, available bandwidth, how busy a particular web site may be, how many people are using the network at a particular time and the
activity being performed. Although the Internet is capable of cost-effectively transmitting any form of traffic that is IP-based, including interactive voice, video and data,
it transmits only on a best-efforts basis, because all forms of traffic have the same priority. The Internet, therefore, attempts to deliver all traffic without distinction, which can
result in significantly varying degrees of service quality for the same or similar types of traffic transmissions. In addition, Internet communications, unlike those over the PSTN, are subject to
disruptive and fraudulent behavior, including identity theft, viruses, unwanted and excessively large input data known as SPAM, unauthorized use, and attempts to circumvent or bypass security
mechanisms associated with those services, known as hacking. Although Internet users have adopted many security measures to protect themselves, their networks and their websites, these measures
currently are not adequate to provide highly secure, real-time interactive communications.

Evolution to a Converged IP Network

IP networks can be designed and operated more cost-effectively than the PSTN. In addition, IP networks are capable of delivering converged voice,
video and data service packages to businesses and consumers. Service providers are seeking to provide these next-generation services to enhance their profitability by generating
incremental revenue and by reducing subscriber turnover. Enterprises are searching for ways to unify their communications by seamlessly integrating voice, video, instant messaging and collaboration
while reducing costs. Managing two distinct networksthe PSTN and an IP networkis not a viable economic alternative. As a result, service providers and enterprises have begun
to migrate to a single IP network architecture to serve as the foundation for their next-generation services and applications. In order to successfully transition to a single IP network,
however, they must maintain the same reliability, quality and security that have for decades exemplified their delivery of voice services.

Challenges of IP Networks in Delivering Session-Based Communications

IP networks were designed initially to provide reliable delivery of data services such as file downloads and website traffic that are not sensitive to latency, or
time delay. If data packets are lost or misdirected, an IP network exhibits tremendous resiliency in re-transmitting and eventually executing the desired user request, which generally is
an acceptable result for these types of data services. However, IP networks historically have not been capable of guaranteeing real-time, secure delivery of high quality sessions-based
communications such as interactive voice and video.

A
session is a communications interaction that has a defined beginning and end, and is effective only when transmitted in real-time without latency or delays. In order to
enable a session-based communication, control of the session from its origination point to its defined end point is required. No single IP network extends far enough to enable that level of control,
however, and the Internet lacks the fundamental quality of service and security mechanisms necessary to consistently deliver the security and quality of real- time multimedia
communications that consumers and businesses require. In order to gain the trust of users, service providers and enterprises must be able to assure secure and high quality interactive communications
across multiple networks.

4

---



The Need for a New IP Network Element

Managing Session-Based Communications

In order to provide secure and high quality interactive communications, IP networks must be able to manage and integrate the communication flows that comprise a
session. Each session includes three sets of bidirectional communication flows:



A
session is initiated using signaling messages. These messages establish a virtual connection between the participants' personal computers, IP phones or other IP devices. In addition,
they negotiate the IP addresses used for the session's media streams and control messages as well as the algorithms, referred to as codecs, used to digitize analog voice and video. Various codecs are
required for voice and video, and they involve trade-offs between quality and bandwidth efficiency. Once the call is initiated, media streams and control messages flow in both directions
between participants. Signaling messages also are used to transfer a call, place a call on hold and terminate a session.

The
management of session-based communications is complicated by the following characteristics of today's IP networks:



Additionally,
unlike typical data communications, not all session-based communications can be treated with the same priority. For example, a 911 call or a high quality enterprise video
conference should take priority over a person calling into a reality TV program.

Limitations of Existing Network Elements

Successful session-based communications require tight integration between signaling and media control. However, existing network elements such as softswitches, IP
Private Branch Exchanges, or IP PBXes, unified communication servers, routers and data firewalls do not provide the control functions required for session-based communications.



5

---





Our Solution

We provide a new category of network equipment called the session border controller, or SBC, to enable the delivery of secure and high quality interactive
communications across multiple IP networks, including the separate IP networks that comprise wireline, wireless and cable networks. Prior to the advent of the SBC, IP network infrastructure equipment,
such as those discussed above were able to initiate and route undifferentiated data, but lacked the ability to target specifically the management of interactive communications sessions. The
development of the SBC, unlike many emerging networking products, was not catalyzed by standards bodies, but rather by the pragmatic needs of service providers and enterprises.

To
date, SBCs have been deployed around the world principally to deliver VoIP services, or the routing of voice conversations over both private IP networks and the public Internet. We
believe that there is a significant demand for SBCs that can assure delivery of secure and high quality real-time interactive communications across all IP network borders. Dell'Oro Group,
a market research and consulting firm specializing in networking and telecommunications, projects that worldwide revenue for SBCs will increase from $215 million in 2007 to $1.1 billion
in 2012.

SBCs
are deployed at the borders of IP networks, such as between two service providers, referred to as an interconnect border, between a service provider and its enterprise, residential
or mobile customers, referred to as access-backbone borders, or between a server provider's network and a data center, referred to as a data center border. Large enterprises also deploy SBC's between
their IP network and their service provider's network and between their data centers and their employees. SBCs act as the source and destination for all signaling messages and media streams entering
and exiting the network. To that end, SBCs complement rather than replace existing network and service infrastructure. At all borders, SBCs sit in front of session agents and make call acceptance or
rejection decisions. This function protects the session agent from both malicious signaling attacks initiated by hackers and

6

---



non-malicious
overloads as well as ensures calls are only accepted when adequate network quality and softswitch resources are available. At many borders, SBCs sit alongside data firewalls.
The data firewalls protect web and application servers and PCs from attacks while the SBC protects the session agent. SBCs augment the simple and different packet-by-packet
routing decisions routers make. Unlike routers that make simple and different routing decisions on a packet by packet basis, SBCs are able to classify these flows as a single interactive communication
session and make more intelligent routing decisions to use the best path across the network to ensure secure, high quality communications.



Our
SBCs utilize our proprietary technology to process session-based communications at network borders, and are designed to ensure that critical security and quality standards are met.
Our key advantages include the following:



7

---





We
believe that these key advantages of our products and services, together with their deployment by our approximately 500 customers, make Acme Packet the leading provider of SBCs.

Our Strategy

Our objective is to grow our market and technology leadership in the SBC market. Principal elements of our strategy include:



8

---





Our Technology

Our SBCs are designed specifically to make networks "session aware" by enabling them to recognize, manage and integrate the various communication flows that
comprise a single session and then treat those media flows as a single session with the appropriate priority, security and routing among other different networks. Acme Packet Session Aware Networking,
our technology architecture, enables the delivery of secure and high quality interactive communication sessions across IP network borders. Implemented by the tight integration of our
Net-Net OS software and Net-Net hardware platforms, our technology combines five elements that make the network session aware:



Session
Aware Networking is designed to enable these five elements to share information dynamically. The session routing policy element collects the information necessary to guide the
session signaling service in the selection of the optimal route across multiple IP networks. The media control element moves voice packets in compliance with security, quality of service, bandwidth
and regulatory requirements. The session monitoring and reporting element updates the routing policy element with information about actual signaling element load, bandwidth availability and route
performance. The session security service element protects the SBC, service infrastructure, customer networks and sessions among users of the services and applications.

We
believe that the combination of these elements creates a comprehensive solution required to deliver secure and high quality interactive communications services across IP network
borders.

Session routing policy.This software-based element defines and collects the information needed to make routing and related
decisions. Session routing policy includes the following:



9

---





Session signaling service.This software-based element supports a broad range of signaling protocols such as SIP, H.323,
MGCP/NCS and H.248. Based on information received from the session routing policy element, the signaling service element selects the best path through the network for each session. It selects the next
signaling element in the network, such as user devices, softswitches, gateways and application servers, that each session should visit. To initiate the session, this element signals the next device
along the path. If no acceptable path is available, the signaling service rejects the initiation request. It performs network address and port translations for addresses exposed in the signaling
messages for security and bridging incompatible networks, strips previous routing information to hide customers or suppliers and adds or strips codecs to ensure codec compatibility. It also determines
if the media flows should be released peer-to-peer between endpoints or relayed through the media control element. For relayed sessions, it passes address information for the
next signaling element in the path to the media control element. The signaling service also performs protocol repair and interworking by, for example, converting one protocol into another. Lastly,
this element is able to track sessions for reporting and billing purposes.

Session media control.Once the session is established, this hardware-based element controls the media flows that are not
released peer-to-peer between endpoints. Media control performs network address and port translations for security and bridging incompatible networks. It relays media to
support the ability to address the cross network address translation and firewall devices, applies quality of service markings such as DiffServ bits and virtual area network, or VLAN, tags, performs
transcoding between codecs when needed, and polices bandwidth usage in order to prevent, for example, a 64-Kbps voice session from switching to 384-Kbps video without
permission. Media control also can extract touch tones embedded in the media flows, replicate the media flows for lawful intercept when required, and detect and repair certain session faults based on
limits for items such as call length and maximum idle time. For example, if a signaling message terminating a session is lost, the session media control element notices and terminates the errant
connection, freeing resources for other use.

Session monitoring and reporting.This element compiles signaling and media performance information on a per session basis.
Media quality measurements may include objective network attributes, such as delay, jitter and packet loss, or subjective measurements using mean opinion score algorithms. Signaling performance
information includes signaling element availability, load and call completion ratios. The reported information is used in fault and performance management and in service level agreement reporting, and
is input to subsequent routing and admission control policy decisions.

Session security service.This element exploits integrated hardware and software capabilities to secure the SBC, the service
infrastructure and subscriber sessions with respect to signaling and media flows. Static and dynamic access control lists for signaling messages are enforced by the SBC's network processing
subsystem to protect the signaling processor from DoS/DDoS attack and overload. DoS/DDoS attacks prevent network equipment from receiving legitimate media flows by overloading the network equipment
with unrequested information. To avoid such attacks, subscriber endpoints must earn trust through successful registrations or calls to gain trusted access. For media flows, an SBC acts as a media
firewall, permitting access for authorized sessions and blocking other traffic. All internal bandwidth consumed by all signaling and media flows are policed in hardware for optimum scalability in
DoS/DDoS protection.

DoS/DDoS
attack prevention entails blocking all attacks and overloads at the SBC. Many of the session routing policies described above prevent signaling and media overloads on the
service infrastructure from legitimate subscribers. A hardware-based encryption engine can ensure confidentiality of both signaling and media flows for subscriber sessions.

10

---



Our Products

Our Net-Net family of products consists of the Net-Net OS software platform, 4000 and 9000 series systems, 4000 Advanced
Telecommunications Computing Architecture blade, or ATCA blade, and EMS and SAS management applications. The brand name "Net-Net" reflects the role of these products in interconnecting IP
networks for voice, video and multimedia services. Our Net-Net products serve as a central element in unifying the separate IP networks that comprise wireline, wireless and cable networks.
Our products include our hardware platforms and proprietary software. They deliver high quality border control functionality, performance, capacity, scalability, availability and manageability, while
allowing service providers and enterprises to deliver high-quality, secure, real-time, interactive communications.

Our
hardware and software products are designed to work in conjunction with each other. Our Net-Net OS software platform will only operate on our Net-Net hardware
platforms and, accordingly, our Net-Net hardware platforms will only operate with our embedded software installed. Customers can purchase our products in either a standalone or
high-availability configuration and can license our software in various configurations depending on customers' requirements for session capacity, feature groups and protocols.

Acme Packet Net-Net OS

The Acme Packet Net-Net OS is our software platform that supports both SBC and/or Multiservice Security Gateway, or MSG, configurations. It operates
on the Net-Net 4000 and 9000 series systems, and Net-Net 4000 ATCA blade. It offers rich border control functionality in terms of architectural flexibility, signaling protocol
breadth, control function and feature depth, and carrier-class availability and manageability.

Net-Net
OS supports all five required border control functions:



11

---





Other
Net-Net OS features include the following:



Acme Packet Net-Net Platforms

The Acme Packet Net-Net 4000 and 9000 series systems and 4000 ATCA blade address a broad range of interactive communications requirements for
performance, capacity and bandwidth. Each of these platforms is more fully discussed below:



12

---





The
following table outlines the differentiating features of our hardware platforms:

|                                                                              |  | Net-Net 4000       |  | Net-Net 4000 ATCA blade |  | Net-Net 9000             
|----------------------------------------------------------------------------- |  | ------------------ |  | ----------------------- |  | -------------------------
|Signaling performance
(relative sessions/second)                              |  | 1 to 8             |  | 2                       |  | 3 or 7                   
|Media capacity with quality of service reporting
(maximum number of sessions) |  | 32,000             |  | 32,000                  |  | 32,000 or 128,000        
|Transcoding capacity
(maximum number of sessions)                             |  | n/a                |  | n/a                     |  | 16,000                   
|IPsec tunnel capacity maximum
(number of tunnels)                             |  | 128,000 or 512,000 |  | 512,000                 |  | 1,024,000                
|Network interfaces
(maximum number and type)                                  |  | (4) 1 Gbps         |  | (4) 1 Gbps              |  | (8) 1 Gbps or
(2) 10 Gbps
|DoS/DDoS protection, hardware-software based                                  |  | Standard           |  | Standard                |  | Standard                 
|High availability configuration                                               |  | Inter-system       |  | Inter-system            |  | Intra- or inter-
system  
|Size of high availability configuration (rack units)                          |  | 2                  |  | 6-18                    |  | 7                        

Acme Packet Net-Net EMS

The Acme Packet Net-Net Element Management System, or Net-Net EMS, is a network element management application for our Net-Net
family of SBCs. Net-Net EMS is designed to enable our customers to rapidly deploy and easily manage single or multiple Net-Net SBCs. As a standalone management system,
Net-Net EMS is designed to support all required configuration, fault, performance and security management functions through an easy-to-use, browser-based graphical
user interface. Net-Net EMS can efficiently integrate into existing and next-generation operational support systems, through industry-standard interfaces.

Acme Packet Net-Net SAS

The Acme Packet Net-Net Session Analysis System, or Net-Net SAS, provides off-line collection, reporting and analysis of
session call detail records, or CDRs, for the Net-Net family of SBCs. It enables comprehensive session/call level troubleshooting, performance analysis and traffic monitoring without the
need for third party tools or application development.

General

The pricing of our products depends upon the hardware platform (Net-Net 4000 or 9000 system, or 4000 ATCA blade) and related options, the signaling protocols used
(for, example, SIP or H.323), the number of active sessions, and the software feature group options.

Support and Services

We believe that the provision of a broad range of professional support services is an integral part of our business model. We offer services designed to deliver
comprehensive support to our customers

13

---



and
distribution partners through every stage of our products' deployment. Our services can be categorized as follows:

Professional Services.Our professional services group provides pre-installation services, such as planning and
consulting and network engineering and design, as well as installation and network integration services.

Technical Assistance Center.From our headquarters in Burlington, Massachusetts, we operate a technical assistance center to
provide our customers with post-installation services such as support and maintenance, informational services, and technical support services. We provide remote assistance to customers
worldwide, including periodic updates to our software and product documentation. To respond to our customers' needs, our technical assistance group is available 24 hours a day, 7 days a
week and accessible by phone, by e-mail and, when required, on site.

Training.We offer an array of training services to our customers, including, a five-day course about
configuration and administrative basics and a three-day course about troubleshooting maintenance. We present these courses monthly at our corporate and regional headquarters, and we also
can deliver customized versions of the courses at customer sites.

We
had 78 employees dedicated to providing these services as of December 31, 2007. We believe our commitment to servicing our products and our customers provides us with a
competitive advantage by helping us to retain customers and to identify new product opportunities.

Sales and Marketing

We market and sell our products and support services indirectly through our distribution partners and directly through our sales force. Our sales and marketing
team consisted of 83 employees and full time contractors as of December 31, 2007.

Marketing and Product Management.In addition to building brand awareness and broadly marketing our products, our marketing
team actively supports our sales process and team and works to influence next-generation service/application architectures and requirements globally by actively contributing to
industry-related standards organizations, conferences, trades shows, publications and analyst consulting services.

Direct Sales.Our direct sales team, with assistance from marketing, sells directly to large, individual service providers
and enterprises worldwide. We maintain sales offices in Burlington, Massachusetts; Madrid, Spain; and Tokyo, Japan. We also have sales and support personnel in Argentina, Australia, Belgium, Brazil,
Canada, China, Croatia, France, Germany, Hong Kong, Italy, Korea, Malaysia, Mexico, the Netherlands, Peru, Russia, South Africa, Thailand and the United Kingdom and throughout the United States.

Distribution Partners

We enter into non-exclusive distribution or reseller agreements with distribution partners around the globe to acquire new customers. These agreements
typically have a duration of one to two years and provide for a full spectrum of sales and marketing services, implementation services, technical and training support, and warranty protection. They do
not contain minimum sales requirements. We may seek to add distribution partners selectively, particularly in additional countries outside the United States, in order to complement or expand our
business.

We
follow a standard contracting process with our distribution partners. The first time a distribution partner places an order for any of our products, we enter into a master agreement
that contains general terms and conditions applicable to all purchases of our products by the distribution partner. By entering into this type of distribution partner agreement with us, a distribution
partner does

14

---



not
become obligated to order or purchase any fixed or minimum quantities of our products. Our distribution partners generally order products from us by submitting purchase orders that describe, among
other things, the type and quantities of our products that they desire to order and the delivery date and other applicable delivery terms that are applicable to these products. We typically do not
offer contractual rights of return, stock balancing or price protection to our distribution partners, and actual product returns from distribution partners have been insignificant to date.

Our
sales fulfillment typically is provided through our distribution partners. While we may provide fulfillment services through our direct sales force from time to time at the request
of a customer, we intend to continue to provide substantially all of our sales fulfillment through our distribution partners.

As
of December 31, 2007, we had approximately 45 distribution partners and resellers. Our partners include many of the largest networking and telecommunications equipment vendors
in the world, as well as regionally focused system and network integrators.

Customers

Our products and services have been sold to approximately 500 customers in 85 countries. These customers consist of legal entities that have either purchased
products and services directly from us or have purchased our products through one of our distribution partners. Our customers include incumbent and competitive local exchange and long distance
providers, international service providers, cable operators, Internet telephony service providers, voice application service providers, wireless service providers, enterprises, universities and
government agencies. In addition to these many different customer profiles, our customers reflect different services and applications, network types, business models and countries.

Revenue
from customers located outside the United States and Canada represented 52% of our total revenue in 2007, 43% of our total revenue in 2006 and 41% of our total revenue in 2005.
The following is a list of our customers who accounted for at least 10% of our net revenue for the applicable period indicated below:

Year Ended December 31,2007

2006

2005Alcatel Lucent17%

Sprint16%

Sprint14%Nokia Siemens Networks15%

Siemens11%

Lucent Technologies14%Sprint13%



Time Warner Cable12%Ericsson11%



Alcatel11%


We
follow a standard contracting process with all of our direct customers. The first time a direct customer places an order for any of our products we enter into a master agreement that
contains general terms and conditions applicable to all purchases of our products by such direct customer. By entering into an end-user agreement with us, a direct customer does not become
obligated to order or purchase any fixed or minimum quantities of our products. Our direct customers generally order products from us by submitting purchase orders that describe, among other things,
the type and quantities of our products that they desire to order and the delivery date and other applicable delivery terms that are applicable to products.

Research and Development

Continued investment in research and development is critical to our business. We have assembled a team of 114 engineers as of December 31, 2007, with
expertise in various fields of communications and network infrastructure. Our research and development organization is responsible for designing, developing and enhancing our software products and
hardware platforms, performing product testing and quality assurance activities, and ensuring the compatibility of our products with third-party

15

---



hardware
and software products. We employ advanced software development tools, including automated testing, performance monitoring, source code control and defect tracking systems. In addition, we
have invested significant time and financial resources into the development of our Net-Net family of products, including our Net-Net OS software platform.

Research
and development expense totaled $20.1 million for 2007, $13.0 million for 2006 and $8.7 million for 2005.

Manufacturing

We outsource the manufacturing of our Net-Net products. We subcontract all of the manufacturing of our Net-Net 4000 series of products to
Jabil Circuit, Inc. and Benchmark Electronics. We subcontract all of the manufacturing of our Net-Net 9000 series of products to Jabil Circuit, Inc. and TTM
Technologies, Inc. We do not have a written agreement with any of these manufacturers. We submit purchase orders to these manufacturers that describe, among other things, the type and
quantities of our products or components to be manufactured by the applicable manufacturer and the delivery date and other delivery terms applicable to the products or components. Our manufacturers do
not have any written contractual obligation to accept any purchase
order that we submit for the manufacture of any of our products or components. If one of our manufacturers accepts in writing a purchase order submitted by us, the manufacturer is legally obligated to
manufacture the product or component covered by such purchase order and we are obligated to purchase and take delivery of such product or component. Our reliance on outside manufacturers involves a
number of potential risks, including the absence of adequate capacity, the unavailability of, or interruptions in access to, necessary manufacturing processes, and reduced control over delivery
schedules. In addition, we cannot be certain or provide any assurance that our manufacturers will accept all of our purchase orders, or any of them, and agree to manufacture and supply any or all of
our manufacturing requirements for our products or any components. If our manufacturers are unable or unwilling to continue manufacturing our products and components in required volumes, we will have
to identify one or more acceptable alternative manufacturers. The use of new manufacturers may cause significant interruptions in supply if the new manufacturers have difficulty manufacturing products
to our specifications.

Although
there are multiple sources for most of the component parts of our products, some of our network processors, traffic managers, microprocessors and network search engines are
sourced from single or, in some cases, limited sources. For example, our contract manufacturers purchase through electronics distributors various types of network processors, traffic managers,
microprocessors and network search engines from various component manufacturers, including Applied Micro Circuits Corporation, Broadcom Corporation, Freescale Semiconductor, Inc., Integrated
Device Technology, Inc., Marvell Semiconductor, Inc., Mindspeed Technologies, Inc. and Netlogic Microsystems, Inc., which are presently our contract manufacturers' sole
sources for these particular components. We do not have a written agreement with any of these component manufacturers to guarantee the supply of the key components used in our products, and we do not
require any of our contract manufacturers to have a written agreement with any of these component manufacturers. We regularly monitor the supply of the component parts and the availability of
alternative sources. Also, we have entered into arrangements with a few electronics distributors which require the electronics distributors to establish and maintain at least three months' inventory
of certain key components, and, at the request of our contract manufacturers, to supply all or a portion of the key components held pursuant to this arrangement to our contract manufacturers for use
in the manufacture of our products. Our contractual arrangements with the electronics distributors do not provide for the electronics distributors to enter into any contract with any of these
component manufacturers to guarantee the supply of these key components. Our contract manufacturers provide forecasts to the electronics distributors of our manufacturers' requirements of these key
components. These electronics distributors use the forecasts to source the key components from time to time, to the extent that these key

16

---



components
are available from the applicable component manufacturers, with the objective of maintaining at all times at least three months' supply of these key components available for delivery to our
contract manufacturers. When our contract manufacturers require certain key components for use in the manufacture of our products, we direct them to issue purchase orders to the applicable electronics
distributor and, if the applicable electronics distributor has the requested quantities of these key components on hand, it will accept the purchase order issued by our contract manufacturers and
supply the quantities of the key components covered by the purchase order. Despite these arrangements, we cannot be certain or provide any assurance that the applicable component manufacturers will
accept all of the purchase orders, or any of them, issued by these electronics distributors and agree to supply any of the quantities of these components requested by these electronics distributors.
Accordingly, we cannot be certain or provide any assurance that these electronics distributors will have at all times at least three months' inventory of these key components or any quantities of the
key components in inventory or that our contract manufacturers will be able to source their requirements of these key components from other sources in the event that the electronics distributors
cannot meet our contract manufacturers' requirements.

If
our supply of any key component is disrupted, we may be unable to deliver our products to our customers on a timely basis, which could result in lost or delayed revenue, injury to our
reputation, increased manufacturing costs and exposure to claims by our customers. Even if alternate suppliers are available, we may have difficulty identifying them in a timely manner, we may incur
significant additional expense in changing suppliers, and we may experience difficulties or delays in the manufacturing of our products.

Competition

The market for SBCs is competitive and continually evolving. While we believe we are currently the market leader, we expect competition to persist and intensify
in the future as the SBC market grows and gains greater attention. We believe the following factors are the principal methods of competition in the SBC market:



Our
primary competitors generally consist of start-up vendors, such as Newport Networks and NexTone and more established network equipment and component companies, such as
Ditech Networks, through its acquisition of Jasomi, Juniper Networks, through its acquisition of Kagoor and AudioCodes, through its acquisition of Netrake. We also compete with some of the companies
with which we have distribution partnerships, such as Sonus Networks and Ericsson. We believe we compete successfully with all of these companies based upon our experience in interactive
communications networks, the breadth of our applications and standards support, the depth of our border control features, the demonstrated ability of our products to interoperate with key
communications infrastructure elements, and our comprehensive service and support. We also believe our products are priced competitively with other market offerings. As the SBC market opportunity
grows, we expect competition from additional networking and telecommunications equipment suppliers, including other of our distribution partners. For example, Cisco Systems recently announced a new
product for the SBC market.

17

---



Our
current and potential competitors may have significantly greater financial, technical, marketing and other resources than we do and may be able to devote greater resources to the
development, promotion, sale and support of their products. Our competitors may have more extensive customer bases and broader customer relationships than we do, including relationships with our
potential customers. In addition, these companies may have longer operating histories and greater name recognition than we do. Our competitors may be in a stronger position to respond quickly to new
technologies and may be able to market and sell their products more effectively. Moreover, if one or more of our competitors were to merge or partner with another of our competitors, the change in the
competitive landscape could adversely affect our ability to compete effectively.

Intellectual Property

Our success as a company depends upon our ability to protect our core technology and intellectual property. To accomplish this, we rely on a combination of
intellectual property rights, including patents, trade secrets, copyrights and trademarks, as well as customary contractual protections.

As
of December 31, 2007, we have been issued nine U.S. patents, and one U.S. patent has been allowed. In addition, twelve U.S. utility patent applications are pending, as well as
counterparts pending in other jurisdictions around the world. Once a patent is "allowed" by the U.S. Patent Office, the patent will be issued upon the completion of certain administrative procedures.
A U.S. provisional application can be filed with the U.S. Patent Office to establish a priority date for potentially inventive intellectual property. To patent the inventive intellectual property
disclosed in a provisional filing, a U.S. utility patent application must be filed with the U.S. Patent Office referencing the U.S. provisional patent within one calendar year. One advantage of filing
a provisional patent is the establishment of an earlier priority date which may have value during a patent infringement lawsuit. Our three registered trademarks in the United States are "Acme Packet,"
"Net-Net" and "Acme Packet Session Aware Networking."

In
addition to the protections described above, we generally control access to and use of our proprietary software and other confidential information through the use of internal and
external controls, including contractual protections with employees, contractors, customers and partners, and our software is protected by U.S. and international copyright laws. We also incorporate a
number of third party software programs into our Net-Net appliances pursuant to license agreements.

We
may not receive competitive advantages from the rights granted under our patents and other intellectual property rights. Our competitors may develop technologies that are similar or
superior to
our proprietary technologies, duplicate our proprietary technologies or design around the patents owned or licensed by us. Our existing and future patents may be circumvented, blocked, licensed to
others or challenged as to inventorship, ownership, scope, validity or enforceability. It is possible that literature we may be advised of by third parties in the future could negatively affect the
scope or enforceability of either our present or future patents. Furthermore, our pending and future patent applications may not issue with the scope of claims sought by us, if at all, or the scope of
claims we are seeking may not be sufficiently broad to protect our proprietary technologies. Moreover, we have adopted a strategy of seeking limited patent protection with respect to the technologies
used in or relating to our products. If our products, patents or patent applications are found to conflict with any patents held by third parties, we could be prevented from selling our products, our
patents may be declared invalid or our patent applications may not result in issued patents. In foreign countries, we may not receive effective patent, copyright and trademark protection. We may be
required to initiate litigation in order to enforce any patents issued to us, or to determine the scope or validity of a third party's patent or other proprietary rights. In addition, in the future we
may be subject to lawsuits by third parties seeking to enforce their own intellectual property rights, as described in "Risk FactorsClaims by other parties that we infringe their
proprietary technology could force us to redesign our products or to incur significant costs."

18

---





We license our software pursuant to agreements that impose restrictions on customers' ability to use the software, such as prohibiting reverse engineering and limiting the use of copies.
We also seek to avoid disclosure of our intellectual property by requiring employees and consultants with access to our proprietary information to execute nondisclosure and assignment of intellectual
property agreements and by restricting access to our source code. Other parties may not comply with the terms of their agreements with us, and we may not be able to enforce our rights adequately
against these parties.

Employees

As of December 31, 2007, we had 322 employees and 5 full-time independent contractors, consisting of 79 employees and 4 full-time
independent contractors engaged in sales and marketing, 114 employees engaged in engineering, 77 employees and 1 full-time independent contractor engaged in professional support services,
26 employees engaged in manufacturing, and 26 employees engaged in finance, administration and operations. A total of 62 of those employees and full-time independent contractors were
located outside of the United States. None of our employees are represented by labor unions or covered by a collective bargaining agreement. We have not experienced any work stoppages, and we consider
our current employee relations to be good.

Item 1A.    Risk Factors

Set forth below and elsewhere in this Annual Report on Form 10-K and in other documents we file with the SEC, are risks
and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements contained in this Annual Report on Form 10-K.
Because of the following factors, as well as other variables affecting our operating results, past financial performance should not be considered as a reliable indicator of future performance and
investors should not use historical trends to anticipate results or trends in future periods.

Risks Relating to Our Business

If the market for SBCs does not continue to develop as we anticipate, our revenue may decline or fail to grow, which would adversely affect our
operating results.

We derive, and expect to continue to derive, all of our revenue from providing SBCs. The market for SBCs is relatively new and still evolving, and it is uncertain
whether these products will achieve and sustain high levels of demand and market acceptance. Our success will depend to a substantial extent on the willingness of interactive communications service
providers to continue to implement SBCs.

Some
service providers may be reluctant or unwilling to implement SBCs for a number of reasons, including failure to perceive the need for improved quality and security of interactive
communications across IP borders and lack of knowledge about the potential benefits that SBCs may provide. Even if service providers recognize the need for improved quality and security of interactive
communications across IP borders, they may not select SBCs such as ours because they choose to wait for the introduction of products and technologies that serve as a replacement or substitute for, or
represent an improvement over, our SBCs.

If
service providers do not perceive the benefits of SBCs, the SBC market may not continue to develop or may develop more slowly than we expect, either of which would significantly
adversely affect our revenue and profitability. Because the market for SBCs is developing and the manner of its development is difficult to predict, we may make errors in predicting and reacting to
relevant business trends, which could harm our operating results.

19

---



We depend on a limited number of customers for a substantial portion of our revenue in any fiscal period, and the loss of, or a significant shortfall in
orders from, key customers could significantly reduce our revenue.

We derive a substantial portion of our total revenue in any fiscal period from a limited number of customers as a result of the nature of our target market and
the relatively early stage of our development. During any given fiscal quarter, a small number of customers may each account for 10%
or more of our revenue. For example, two such customers accounted for 27% of our total revenue in 2006 and four such customers accounted for 56% of our total revenue in 2007. Additionally, we do not
enter into long-term purchase contracts with our customers, and we have no contractual arrangements to ensure future sales of our products to our existing customers. Our inability to
generate anticipated revenue from our key existing or targeted customers, or a significant shortfall in sales to them would significantly reduce our revenue and adversely affect our business. Our
operating results in the foreseeable future will continue to depend on our ability to effect sales to existing and other large customers.

We rely on many distribution partners to assist in selling our products, and if we do not develop and manage these relationships effectively, our
ability to generate revenue and control expenses will be adversely affected.

As of December 31, 2007, we had approximately 45 distribution partners. Our success is highly dependent upon our ability to continue to establish and
maintain successful relationships with these distribution partners from whom, collectively, we derive a significant portion of our revenue. Revenue derived through distribution partners accounted for
48% of our total revenue in 2006 and 61% of our total revenue in 2007. Although we have entered into contracts with each of our distribution partners, our contractual arrangements are not exclusive
and do not obligate our distribution partners to order, purchase or distribute any fixed or minimum quantities of our products. Accordingly, our distribution partners, at their sole discretion, may
choose to purchase SBCs from our competitors rather than from us. Under our contracts with our distribution partners, our distribution partners generally order products from us by submitting purchase
orders that describe, among other things, the type and quantities of our products desired, delivery date and other delivery terms applicable to the ordered products. Accordingly, our ability to sell
our products and generate significant revenue through our distribution partners is highly dependent on the continued desire and willingness of our distribution partners to purchase and distribute our
products and on the continued cooperation between us and our distribution partners. Some of our distribution partners may develop competitive products in the future or may already have other product
offerings that they may choose to offer and support in lieu of our products. Divergence in strategy, change in focus, competitive product offerings, potential contract defaults, and changes in
ownership or management of a distribution partner may interfere with our ability to market, license, implement or support our products with that party, which in turn could harm our business. Some of
our competitors may have stronger relationships with our distribution partners than we do, and we have limited control, if any, as to whether those partners implement our products rather than our
competitors' products or whether they devote resources to market and support our competitors' products rather than our offerings.

Moreover,
if we are unable to leverage our sales and support resources through our distribution partner relationships, we may need to hire and train additional qualified sales and
engineering personnel. We cannot be assured, however, that we will be able to hire additional qualified sales and engineering personnel in these circumstances, and our failure to do so may restrict
our ability to generate revenue or implement our products on a timely basis. Even if we are successful in hiring additional qualified sales and engineering personnel, we will incur additional costs
and our operating results, including our gross margin, may be adversely affected.

20

---



Our large customers have substantial negotiating leverage, which may require that we agree to terms and conditions that could result in increased cost
of sales and decreased revenues and could adversely affect our operating results.

Many of our customers are large interactive communications service providers that have substantial purchasing power and leverage in negotiating contractual
arrangements with us. These customers may require us to develop additional features and require penalties for performance obligations, such as delivery, outages and response time. As we seek to sell
more products to large service providers, we may be required to agree to additional performance-based terms and conditions, which may affect the timing of revenue recognition and may adversely affect
our operating results.

Because we derive all of our revenue from interactive communications service providers, our operating results will suffer if the interactive
communications industry experiences an economic downturn.

We derive all of our revenue from the communications industry. Our future success depends upon the continued demand for communications equipment by interactive
communications service providers. The communications industry is cyclical and reactive to general economic conditions. In the recent past, worldwide economic downturns, pricing pressures and
deregulation have led to consolidations and reorganizations. These downturns, pricing pressures and restructurings have been causing delays and reductions in capital and operating expenditures by many
interactive communications service providers. These delays and reductions, in turn, have been reducing demand for communications products like ours. A continuation or subsequent recurrence of these
industry patterns, as well as general domestic and foreign economic conditions and other factors that reduce spending by companies in the communications industry, could harm our operating results in
the future.

If functionality similar to that offered by our SBCs is added to existing network infrastructure elements, organizations may decide against adding our
SBCs to their network which would cause the market for standalone SBC systems to decrease resulting in fewer customers for and decreased sales of standalone SBC systems.

Other providers of network infrastructure elements are offering or proposing to offer functionality aimed at addressing the problems addressed by our products.
The inclusion of, or the announcement of an intent to include, functionality perceived to be similar to that offered by our products in infrastructure elements that are already generally accepted as
necessary components of network
architecture may cause the market not to grow as predicted, which would have an adverse effect on our ability to market and sell certain of our products. Furthermore, even if the functionality offered
by other network infrastructure elements is more limited than our products, a significant number of customers may elect to accept such limited functionality in lieu of adding additional equipment from
an additional vendor, which could also have a material adverse effect on the market for standalone SBC systems. Many organizations have invested substantial personnel and financial resources to design
and operate their networks and have established deep relationships with other providers of network infrastructure elements, which may make them reluctant to add new components to their networks,
particularly from new vendors. In addition, an organization's existing vendors or new vendors with a broad product offering may be able to offer concessions that we are not able to match because we
currently offer only a single line of products and may have fewer financial resources than some of our competitors. If organizations are reluctant to add additional network infrastructure from new
vendors or otherwise decide to work with their existing vendors, the market for our products may prove smaller than predicted and our business, operating results and financial condition would be
adversely affected.

21

---



If the migration to an IP network architecture for real-time interactive communications does not continue, the SBC market may not expand as
predicted, and our ability to obtain new customers may decrease and our revenue will decrease.

We derive our revenue by providing SBCs to interactive communications service providers seeking to deliver premium interactive communications over IP networks.
Our success depends on the continued migration of service providers' networks to a single IP network architecture. The migration of voice traffic from the PSTN to IP networks is in its early stages,
and the continued migration to IP networks depends on a number of factors outside of our control. Among other things, existing networks include switches and other equipment that may have estimated
useful lives of twenty or more years and therefore may continue to operate reliably for a lengthy period of time. Other factors that may delay the migration to IP networks include service providers'
concerns regarding initial capital outlay requirements, available capacity on legacy networks, competitive and regulatory issues, and the implementation of an enhanced services business model. As a
result, service providers may defer investing in products, such as ours, that are designed to migrate interactive communications to IP networks. If the migration to IP networks does not occur for
these or other reasons, or if it occurs more slowly than we expect, the SBC market may not expand as predicted, if at all, and we will not be able to gain new customers. In addition, even if there is
a successful migration to an IP network for interactive communications, new unforeseen technologies may render the SBC unnecessary. As a result, our sales and revenues would decrease and our operating
results would be harmed.

If we do not timely deliver new and enhanced products that respond to customer requirements and technological changes, interactive communications
service providers may not buy our products and our revenue may decline.

To achieve market acceptance for our products, we must effectively anticipate, and adapt in a timely manner to, customer requirements and must offer products that
meet changing customer demands. Prospective customers may require product features and capabilities that our current products do not have. For example, our most recent product introduction, the
Net-Net 9000 Series, may not adequately respond to new customer demands, and, therefore, demand for our products may decrease or may fail to increase to the extent contemplated by our
business plan. If we fail to develop products that satisfy customer requirements, our ability to create or increase demand for our products will be harmed, and we may lose current and prospective
customers.

The
market for SBCs is characterized by rapid technological change, frequent new product introductions and evolving industry requirements. We may be unable to respond quickly or
effectively to these developments. We may experience difficulties with software development, hardware design, manufacturing or marketing that could delay or prevent our development, introduction or
implementation of new products and enhancements. The introduction of new products by competitors, the emergence of new industry standards, or the development of entirely new technologies to replace
existing product offerings could render our existing or future products obsolete. If our products become technologically obsolete, customers may purchase solutions from our competitors and we may be
unable to sell our products in the marketplace and generate revenue.

The long and variable sales and deployment cycles for our products may cause our operating results to vary materially, which could result in a
significant unexpected revenue shortfall in any given quarter.

Our products have lengthy sales cycles, which typically extend from six to twelve months and may take up to two years. A customer's decision to purchase our
products often involves a significant commitment of its resources and a product evaluation and qualification process that can vary significantly in length. The length of our sales cycles also varies
depending on the type of customer to which we are selling, the product being sold and the type of network in which our product will be

22

---



utilized.
We may incur substantial sales and marketing expenses and expend significant management effort during this time, regardless of whether we make a sale.

Even
after making the decision to purchase our products, our customers may deploy our products slowly. Timing of deployment can vary widely among customers. The length of a customer's
deployment period may directly affect the timing of any subsequent purchase of additional products by that customer.

As
a result of the lengthy and uncertain sales and deployment cycles for our products, it is difficult for us to predict the quarter in which our customers may purchase additional
products or features from us, and our operating results may vary significantly from quarter to quarter, which may negatively affect our operating results for any given quarter.

Our revenue growth will be limited if we are unable to continue to sell our products to large interactive communications service providers.

Our future success depends in part on our ability to sell our products to large interactive communications service providers operating complex networks that serve
large numbers of subscribers and transport high volumes of traffic. The communications industry historically has been dominated by a relatively small number of service providers. While deregulation
and other market forces have led to an increasing number of service providers in recent years, large service providers continue to constitute a significant portion of the market for communications
equipment. If we fail to sell additional SBCs to our large customers or to expand our customer base to include additional customers that deploy our products in large-scale networks serving significant
numbers of subscribers, our revenue growth will be limited.

If our products do not interoperate with our customers' existing networks, the demand for our products will decrease and our operating results will be
harmed.

Our products must interface with our customers' existing networks, each of which may have different specifications. An unanticipated lack of interoperability may
result in significant support and repair costs and harm our relations with customers. If our products do not interoperate with those of our customers' networks, installations could be delayed or
orders for our products could be cancelled, which would result in losses of revenue and customers that could significantly impair our business and operating results.

Our international operations expose us to additional business risks, and failure to manage these risks may adversely affect our revenue generated in
foreign countries, and our overall operating results.

In 2007, a significant portion of our increase in product revenue was attributable to our international customers and we plan to continue our international
operations in the future. In the coming years, we may find that the success of our business may depend, in part, on our ability to expand further into international markets. Any continued expansion
into international markets will require significant resources and management attention and will subject us to new regulatory, economic and political risks. We have employees in Argentina, Australia,
Belgium, Brazil, Canada, China, Croatia, France, Germany,
Hong Kong, Italy, Japan, Korea, Malaysia, Mexico, the Netherlands, Peru, Russia, South Africa, Spain, Thailand and the United Kingdom. Given our limited experience in international markets, we cannot
be sure that any further international expansion will be successful. In addition, we will face new risks in doing business internationally. These risks could reduce demand for our products, lower the
prices at which we can sell our products or otherwise have an adverse effect on our operating results. Among the risks we believe are most likely to affect us are:



23

---





The market for SBCs is competitive and continually evolving, and if we are not able to compete effectively, we may not be able to continue to expand our
business as expected and our business may suffer.

Although relatively new, the market for SBCs is competitive and continually evolving. We expect competition to persist and intensify in the future as the SBC
market grows and new and existing competitors devote considerable resources to introducing and enhancing products. Our primary competitors generally consist of start-up vendors, such as
Newport Networks and NexTone, and more established network equipment and component companies, such as Ditech Networks, through its acquisition of Jasomi, Juniper Networks, through its acquisition of
Kagoor, and AudioCodes, through its acquisition of Netrake. In addition, we compete with some of the companies with which we have distribution partnerships, such as Sonus Networks and Ericsson. We
compete on the basis of customer traction and experience in interactive communications service provider networks, breadth of applications and standards support, depth of border control features,
demonstrated ability of products to interoperate with key communications infrastructure elements, comprehensive service support, and price.

Networking
and telecommunications equipment suppliers without competitive solutions today, such as Cisco Systems, may introduce solutions in the future, either through internal
development or acquisition. These additional competitors may include some of our distribution partners. Any new entrant would be likely to devote significant sales and marketing resources to establish
its position in the SBC market and may be willing to price its products at a discount or bundle its products with other equipment or services in an attempt to rapidly gain market share. New product
introductions or new market entrants could cause service providers to delay purchase decisions or reopen bidding processes. If new product enhancements and introductions are superior to ours, and we
are unable to make comparable enhancements to our products, our competitive advantage would be compromised and the condition of our business would be harmed.

We
may not be able to compete effectively against current and potential competitors, especially those with significantly greater resources and market leverage. Our competitors may have
more extensive customer bases and broader customer relationships than we do, including relationships with our potential customers. In addition, these companies may have longer operating histories and
greater name recognition than we do. These competitors may be in a position to respond more quickly than we do to new or emerging technologies or changes in customer requirements or may foresee the
course of market developments more accurately than we do. As a result, we may experience price reductions for our products, order cancellations and increased expenses. Accordingly, our business may
not grow as expected and our business may suffer.

24

---



Our revenue growth may be constrained by our product concentration and lack of revenue diversification.

We have derived all of our revenue to date from sales of our SBCs, and we expect that our SBCs will account for substantially all of our total revenue for the
foreseeable future. Continued market acceptance of these products is critical to our future success. As a result, our business, operating results, financial condition and cash flows could be adversely
affected by:



The unpredictability of our quarterly results may adversely affect the trading price of our common stock.

If our quarterly revenue, earnings or other operating results fall below the expectations of securities analysts or investors, the price of our common stock could
fall substantially. Our operating results can
vary significantly from quarter to quarter due to a number of factors, many of which are outside of our control. Generally, a service provider's purchases of communications equipment have been
unpredictable and clustered, rather than steady and predictable, as service providers frequently build out and update their communications networks in stages. In addition, the following factors, among
others, can contribute to the unpredictability of our operating results:



As
with other communications equipment suppliers, we may recognize a substantial portion of our revenue in a given quarter from sales booked and shipped in the last month of that
quarter. As a result, a delay in customer orders is likely to result in a delay in shipments and recognition of revenue beyond the end of a given quarter. Since a relatively small number of customers
may account for a substantial portion of our revenue in any quarter, any such delay in an order from a customer could have a material adverse effect on our revenue for that quarter.

Our
operating expenses are largely based on our anticipated organizational and revenue growth. Most of our expenses, such as employee compensation, are relatively fixed in the short
term. As a result, any shortfall in revenue in relation to our expectations, whether for the reasons set forth above,

25

---



the
reasons identified below or any other reason, could cause significant changes in our operating results from quarter to quarter and could result in lower quarterly earnings.

We
believe that quarter-to-quarter comparisons of our operating results are not a good indication of our future performance. It is likely that in some future
quarters our operating results will be below the expectations of securities analysts and investors. In this event, the price of our common stock may decrease substantially.

We have incurred operating losses in the past and may not be able to sustain profitability in the future.

While we have generated net income of $28.9 million in 2006 and $19.6 million in 2007, we have incurred significant losses in several fiscal years
since inception, which included net losses of $7.5 million in 2003, $7.0 million in 2004 and $35,000 in 2005. We expect to continue to incur significant sales and marketing, product
development, administrative, and other expenses. We have only a limited operating history on which you can base your evaluation of our business, including our ability to increase our revenue. We
commenced operations in August 2000 and began recognizing revenue in 2003. We will need to generate significant revenue to maintain profitability, and we cannot be sure that we will remain profitable
for any substantial period of time. If we are unable to remain profitable, the market price of our common stock will probably fall.

Changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our results.

Our future effective tax rates could be subject to volatility or adversely affected by earnings being lower than anticipated in countries where we have lower
statutory rates and higher than anticipated earnings in countries where we have higher statutory rates; by changes in the valuation of our deferred tax assets and liabilities; by expiration of or
lapses in the R&D tax credit laws; by transfer pricing adjustments related to certain acquisitions including the license of acquired intangibles under our intercompany R&D cost sharing arrangement; by
tax effects of stock-based compensation; by costs related to intercompany restructurings; or by changes in tax laws, regulations, accounting principles, or interpretations thereof. In addition, we are
subject to the continuous examination of our income tax returns by the Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these
examinations to determine the adequacy of our provision for income taxes. There can be no assurance that the outcomes from these continuous examinations will not have an adverse effect on our
operating results and financial condition.

Future interpretations of existing accounting standards could adversely affect our operating results.

Generally accepted accounting principles in the United States are subject to interpretation by the Financial Accounting Standards Board, or FASB, the American
Institute of Certified Public Accountants, or AICPA, the Securities and Exchange Commission, or SEC, and various other bodies formed to promulgate and interpret appropriate accounting principles. A
change in these principles or interpretations could have a significant effect on our reported financial results, and could affect the reporting of transactions completed before the announcement of a
change.

For
example, we recognize our product software license revenue in accordance with AICPA Statement of Position, or SOP, 97-2,Software Revenue
Recognition, and related amendments and interpretations contained in SOP 98-9,Software Revenue Recognition with Respect to Certain
Transactions. The AICPA and its Software Revenue Recognition Task Force continue to issue interpretations and guidance for applying the relevant accounting standards to a wide
range of sales contract terms and business arrangements that are prevalent in software licensing arrangements. Future interpretations of existing accounting standards, including
SOP 97-2 and SOP 98-9, or changes in our business practices could result in future changes in our revenue recognition accounting policies that

26

---



have
a material adverse effect on our results of operations. We may be required to delay revenue recognition into future periods, which could adversely affect our operating results. In the future we
may have to defer recognition for license fees due to several factors, including whether a transaction involves:



Because
of these factors and other specific requirements under accounting principles generally accepted in the United States for software revenue recognition, we must have very precise
terms in our software arrangements in order to recognize revenue when we initially deliver software or perform services. Negotiation of mutually acceptable terms and conditions can extend our sales
cycle, and we sometimes accept terms and conditions that do not permit revenue recognition at the time of delivery.

Additionally,
in December 2004, the FASB issued Statement of Financial Accounting Standards, or SFAS, No. 123(R),Share Based
Payment. SFAS No. 123(R) requires measurement of all employee stock-based compensation awards using a fair-value method and the recording of such expense in
the consolidated financial statements. In addition, the adoption of SFAS No. 123(R) requires additional accounting related to the income tax effects and disclosure regarding the cash flow
effects resulting from share-based payment arrangements. We have selected the Black-Scholes option-pricing model as the most appropriate fair-value method for our awards and are
recognizing compensation costs on a straight-line basis over our awards' vesting periods. We adopted SFAS No. 123(R) on January 1, 2006, and recognized stock-based
compensation expense of $6.1 million and $867,000 in fiscal years 2007 and 2006, respectively. As of December 31, 2007, there was $19.6 million of unrecognized compensation
expense related to unvested stock option awards that is expected to be recognized in future periods.

The loss of key personnel or an inability to attract and retain additional personnel may impair our ability to grow our business.

We are highly dependent upon the continued service and performance of our senior management team and key technical, marketing and production personnel, including
our founders, Andrew D. Ory, who is also our President and Chief Executive Officer, and Patrick MeLampy, who is also our Chief Technology Officer. Neither of these officers is a party to an employment
agreement with us, and either of them therefore may terminate employment with us at any time with no advance notice. The replacement of either of these two officers likely would involve significant
time and costs, and the loss of either of these officers may significantly delay or prevent the achievement of our business objectives.
In addition, our Board of Directors will be required to devote time and resources to search for a new chief financial officer. In February 2008, Mr. Keith Seidman, our Chief Financial Officer,
announced his plans to retire as soon as a new chief financial officer is appointed and a successful transition has been made.

We
face intense competition for qualified individuals from numerous technology, marketing, financial services, manufacturing and e-commerce companies. For example, our
competitors may be able attract and retain a more qualified engineering team by offering more competitive compensation packages. If we are unable to attract new engineers and retain our current
engineers, we may not be able to develop and service our products at the same levels as our competitors and we may, therefore, lose potential customers and sales penetration in certain markets. Our
failure to attract and retain suitably qualified individuals could have an adverse effect on our ability to implement our business plan and as a result, our ability to compete effectively in the SBC
market would decrease, our operating results would suffer and our revenues would decrease.

27

---





If we are unable to manage our growth and expand our operations successfully, our business and operating results will be harmed and our reputation may
be damaged.

We significantly expanded our operations in 2006 and 2007. For example, during the period from December 31, 2005 through December 31, 2007, we
increased the number of our employees and full-time independent contractors by 99%, from 164 to 327, and we opened a new sales office in Spain. In addition, our total operating expenses
for the year ended December 31, 2006 increased by 59% as compared to the fiscal year ended December 31, 2005, and for the year ended December 31, 2007 were 53% higher than for the
year ended December 31, 2006. We anticipate that further expansion of our infrastructure and headcount will be required to achieve planned expansion of our product offerings, projected
increases in our customer base and anticipated growth in the number of product deployments. Our rapid growth has placed, and will continue to place, a significant strain on our administrative and
operational infrastructure. Our ability to manage our operations and growth will require us to continue to refine our operational, financial and management controls, human resource policies, and
reporting systems and procedures.

We
may not be able to implement improvements to our management information and control systems in an efficient or timely manner and may discover deficiencies in existing systems and
controls. If we are unable to manage future expansion, our ability to provide high quality products and services could be harmed, which would damage our reputation and brand and substantially harm our
business and results of operations.

Our ability to compete and the success of our business could be jeopardized if we are unable to protect our intellectual property adequately.

Our success depends to a degree upon the protection of our software, hardware designs and other proprietary technology. We rely on a combination of patent,
copyright, trademark and trade secret laws, and confidentiality provisions in agreements with employees, distribution partners, consultants and customers to protect our intellectual property rights.
Other parties may not comply with the terms of their agreements with us, and we may not be able to enforce our rights adequately against these parties. In addition, unauthorized parties may attempt to
copy or otherwise obtain and use our products or technology. Monitoring unauthorized use of our products is difficult, and we cannot be certain that the steps we have taken will prevent unauthorized
use of our technology, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States.
If competitors are able to use our technology, our ability to compete effectively could be harmed. For example, if a competitor were to gain use of certain of our proprietary technology, it might be
able to manufacture similarly designed and equipped SBCs at a reduced cost, which would result in a decrease in demand for our products. Furthermore, we have adopted a strategy of seeking limited
patent protection both in the United States and in foreign countries with respect to the technologies used in or relating to our products. Others may independently develop and obtain patents for
technologies that are similar to or superior to our technologies. If that happens, we may need to license these technologies and we may not be able to obtain licenses on reasonable terms, if at all,
thereby causing great harm to our business. In addition, if we resort to legal proceedings to enforce our intellectual property rights, the proceedings could become burdensome and expensive, even if
we were to prevail.

Claims by other parties that we infringe upon their proprietary technology could force us to redesign our products or to incur significant costs.

We may become involved in litigation as a result of allegations that we infringe upon intellectual property rights of others. Any parties asserting that our
products infringe upon their proprietary rights would force us to defend ourselves, and possibly our customers, distribution partners or contract manufacturers, against the alleged infringement. These
claims and any resulting lawsuit, if successful,

28

---



could
subject us to significant liability for damages and invalidation of our proprietary rights. Any potential intellectual property litigation also could force us to do one or more of the following:



Any
lawsuits regarding intellectual property rights, regardless of their success, could be time-consuming, could be expensive to resolve, and would divert our management's
time and attention.

Compliance with regulations and standards applicable to our products may be time consuming, difficult and costly, and if we fail to comply, our product
sales will decrease.

In order to achieve and maintain market acceptance, our products must continue to meet a significant number of regulations and standards. In the United States,
our products must comply with various regulations defined by the Federal Communications Commission and Underwriters Laboratories.

As
these regulations and standards evolve, and if new regulations or standards are implemented, we will be required to modify our products or develop and support new versions of our
products, and this will increase our costs. The failure of our products to comply, or delays in compliance, with the various existing and evolving industry regulations and standards could prevent or
delay introduction of our products, which could harm our business. User uncertainty regarding future policies may also affect demand for communications products, including our products. Moreover,
distribution partners or customers may require us, or we may otherwise deem it necessary or advisable, to alter our products to address actual or anticipated changes in the regulatory environment. Our
inability to alter our products to address these requirements and any regulatory changes could have a material adverse effect on our business, financial condition and operating results.

Regulations affecting IP networks could reduce demand for our products.

Laws and regulations governing the Internet and electronic commerce are emerging but remain largely unsettled, even in the areas where there has been some
legislative action. Regulations may focus on, among other things, assessing access or settlement charges, or imposing tariffs or regulations based on the characteristics and quality of products,
either of which could restrict our business or increase our cost of doing business. Government regulatory policies are likely to continue to have a major impact on the pricing of existing and new
network services and, therefore, are expected to affect demand for those services and the communications products, including our products, supporting those services.

Any
changes to existing laws or the adoption of new regulations by federal or state regulatory authorities or any legal challenges to existing laws or regulations affecting IP networks
could materially adversely affect the market for our products. In addition, the convergence of the PSTN and IP networks could become subject to governmental regulation, including the imposition of
access fees or other tariffs, that adversely affects the market for services and equipment, including our products, for interactive communications across IP networks. User uncertainty regarding future
policies may also affect demand for communications products, including our products. Moreover, distribution partners or customers may require us, or we may otherwise deem it necessary or advisable, to
alter our products to address actual or anticipated changes in the regulatory environment. Our inability to alter our products

29

---



or
address any regulatory changes could have a material adverse effect on our business, financial condition or operating results.

We are subject to environmental and occupational health and safety regulations that may increase our costs of operations or limit our activities.

We are subject to environmental and occupational health and safety regulations relating to matters such as reductions in the use of harmful substances,
comprehensive risk management in manufacturing activities and final products, the use of lead-free soldering, and the recycling of products and packaging materials. The European Parliament
and the Counsel of the European Union have published directives on waste electrical and electronic equipment and on the restriction of the use of certain hazardous substances in electrical and
electronic equipment. These directives generally require electronics producers to bear the cost of collection, treatment, recovery and safe disposal of past and future products from
end-users and to ensure that new electrical and electronic equipment does not contain specified hazardous substances. While the cost of these directives to us cannot be determined before
regulations are adopted in individual member states of the European Union, it may be substantial and may divert resources, which could detract from our ability to develop new products. We may not be
able to comply in all cases with applicable environmental and other regulations, and if we do not, we may incur remediation costs or we may not be able to offer our products for sale in certain
countries, which could adversely affect our results.

Because our products are sophisticated and designed to be deployed in complex environments, they may have errors or defects that we find only after
deployment, which could result in a loss of customers and adversely affect our reputation, future sales and operating results.

Products as complex as ours may contain undetected errors that result in product failures. Our products can be fully tested only when deployed in large networks
with high volumes of traffic. Our customers may discover errors or defects in the software or hardware, or the products may not operate as
expected. If we are unable to fix errors or other performance problems identified after deployment of our products, we could experience:



Any
of these results could have a material adverse effect on our business and operating results.

Our dependence on outside contractors for critical manufacturing services could result in product delivery delays, damage our customer relations and
adversely affect our operating results.

We outsource the manufacturing of our Net-Net products. We subcontract all of the manufacturing of our Net-Net 4000 series of products to
Jabil Circuit, Inc. and Benchmark Electronics. We subcontract all of the manufacturing of our Net-Net 9000 series of products to Jabil Circuit, Inc. and TTM
Technologies, Inc. We do not have a written agreement with any of these manufacturers. We submit purchase orders to these manufacturers that describe, among other things, the type and
quantities of our products or components to be manufactured by the applicable manufacturer and the delivery date and other delivery terms applicable to the products or components. Our manufacturers do
not have any written contractual obligation to accept any purchase order that we submit for the manufacture of any of our products or components. If one of our manufacturers accepts in writing a

30

---



purchase
order submitted by us, the manufacturer is legally obligated to manufacture the product or component covered by such purchase order and we are obligated to purchase and take delivery of such
product or component. Our reliance on outside manufacturers involves a number of potential risks, including the absence of adequate capacity, the unavailability of, or interruptions in access to,
necessary manufacturing processes, and reduced control over delivery schedules. In addition, we cannot be certain or provide any assurance that our manufacturers will accept all of our purchase
orders, or any of them, and agree to manufacture and supply any or all of our manufacturing requirements for our products or any components. If our manufacturers are unable or unwilling to continue
manufacturing our products and components in required volumes, we will have to identify one or more acceptable alternative manufacturers. The use of new manufacturers may cause significant
interruptions in supply if the new manufacturers have difficulty manufacturing products to our specifications.

Certain component parts used in the manufacture of our products are sourced from single or limited sources. If our contract manufacturers are unable to
obtain these components on a timely basis, we will not be able to meet our customers' product delivery requirements, which could harm our reputation and adversely affect our operating results.

Certain key components used in the manufacture of our products are sourced from single or, in some cases, limited sources. For example, the third parties that we
hire to manufacture our products, or contract manufacturers, purchase through electronics distributors various types of network processors, traffic managers, microprocessors and network search
engines. Specifically, Applied Micro Circuits Corporation, Broadcom Corporation, Freescale Semiconductor, Inc., Integrated Device Technology, Inc., Marvell Semiconductor, Inc.,
Mindspeed Technologies, Inc. and Netlogic Microsystems, Inc., are presently the sole sources for these particular components. We do not have a written agreement with any of these
component manufacturers to guarantee the supply of the key components used in our products, and we do not require any of our contract manufacturers to have a written agreement with any of these
component manufacturers. We have entered into arrangements under which electronics distributors have agreed to establish and maintain at least three months' inventory of certain key components, and,
at the request of our contract manufacturers, to supply all or a portion of the key components held pursuant to this arrangement to our contract manufacturers for use in the manufacture of our
products. Our contractual arrangements with the electronics distributors do not provide for these electronics distributors to enter into any contract with any component manufacturer to guarantee the
supply of these key components. Our contract manufacturers provide forecasts to the electronics distributors of our contract manufacturers' requirements of the key components. These electronics
distributors use the forecasts to source these key components from time to time, to the extent that the key components are available from the applicable component manufacturers, with the objective of
maintaining at all times at least three months' supply of the key components available for delivery to our contract manufacturers. When our contract manufacturers require certain key components for
use in the manufacture of our products, we direct them to issue purchase orders to the applicable electronics distributor and, if the applicable electronics distributor has the requested quantities of
these key components available, it will accept the purchase order issued by our contract manufacturers and supply the quantities of the key components covered by the purchase order. Despite these
arrangements, we cannot be certain or provide any assurance that the component manufacturers will accept all of the purchase orders, or any of them, issued by the electronics distributors and agree to
supply any or all of the quantities requested. Accordingly, we cannot be certain or provide any assurance that these electronics distributors will have at all times at least three months' supply of
these key components or any quantities of the key components in inventory or that our contract manufacturers will be able to source their requirements of the key components from other sources in the
event that the electronics distributors cannot meet our contract manufacturers' requirements. Additionally, if our contract manufacturers underestimate our component requirements, they may not have an
adequate supply, which could interrupt manufacturing of our products and result

31

---



in
delays in shipments and revenue. If any of our sole or limited source suppliers experience capacity constraints, work stoppages or other reductions or disruptions in output, they may not be able to
meet, or may choose not to meet, our delivery schedules. Also our suppliers may:



If
our supply of any key components is disrupted, we may be unable to deliver our products to our customers on a timely basis, which could result in lost or delayed revenue, injury to
our reputation, increased manufacturing costs and exposure to claims by our customers. Even if alternate suppliers are available, we may have difficulty identifying them in a timely manner, we may
incur significant additional expense in changing suppliers, and we may experience difficulties or delays in the manufacturing of our products. For example, we have customized some of our hardware
products to accommodate the design of some key components, and the loss of the sole supplier of a key customized component could require that we redesign related components to accommodate replacement
components. Any failure to meet our customers' delivery requirements could harm our reputation and decrease our revenue.

Product liability claims related to our customers' networks could result in substantial costs.

Our products are critical to the business operations of our customers. If one of our products fails, interactive communications service provider may assert a
claim for substantial damages against us, regardless of our responsibility for the failure. Our product liability insurance may not cover claims brought against us. Product liability claims could
require us to spend significant time and money in litigation or to pay significant damages. Any product liability claims, whether or not successful, could seriously damage our reputation and our
business. In addition, if an actual or perceived breach of network security occurs in the network of one of our customers, regardless of whether the breach is attributable to our products, the market
perception of the effectiveness of our products could be harmed.

We may undertake acquisitions to further expand our business, which may pose risks to our business and dilute the ownership of our existing
stockholders.

Our business and our customer base have been built through organic growth. While we do not have any present plans to acquire businesses, technologies or services,
we may enter into such arrangements in the future in order to expand our capabilities, enter new markets, or increase our market share. We do not have any experience making significant acquisitions.
Integrating any newly acquired businesses, technologies or services is likely to be expensive and time consuming. To finance any acquisitions, it may be necessary for us to raise additional funds
through public or private financings. Additional funds may not be available on terms that are favorable to us, and, in the case of equity financings, would result in dilution to our stockholders. If
we do complete any acquisitions, we may be unable to operate the acquired businesses profitably or otherwise implement our strategy successfully. If we are unable to integrate any newly acquired
entities, technologies or services effectively, our business and results of operations will suffer. The time and expense associated with finding suitable and compatible businesses, technologies or
services could also disrupt our ongoing business and divert our management's attention. Future acquisitions by us could also result in large and

32

---



immediate
write-offs or assumptions of debt and contingent liabilities, any of which could substantially harm our business and results of operations.

We may need additional capital in the future, which may not be available to us, and if it is available, may dilute your ownership of our common stock.

We may need to raise additional funds through public or private debt or equity financings in order to:



Any
additional capital raised through the sale of equity may dilute the ownership percentage of our existing stockholders. Capital raised through debt financing would require us to make
periodic interest payments and may impose potentially restrictive covenants on the conduct of our business. Furthermore, additional financings may not be available on terms favorable to us, or at all.
A failure to obtain additional funding could prevent us from making expenditures that may be required to grow or maintain our operations.

Risks Relating to Ownership of Our Common Stock

The price of our common stock may be volatile.

Prior to October 13, 2006, there was no public trading market for our common stock. The trading market for our common stock is therefore immature, and the
trading price of our common stock may fluctuate substantially. These fluctuations could cause investors to lose part or all of the value of any investment in shares of our common stock.

The
following factors, most of which are outside of our control, could cause the market price of our common stock to decrease significantly:



In
the past, securities class action litigation often has been initiated against a company following a period of volatility in the market price of the company's securities. If class
action litigation is initiated against us, we will incur substantial costs and our management's attention will be diverted from our

33

---



operations.
All of these factors could cause the market price of our stock to decline, and investors may lose some or all of the value of their investment.

If equity research analysts do not publish research or reports about our business or if they issue unfavorable commentary or downgrade our common stock,
the price of our common stock could decline.

The trading market for our common stock will rely in part on the research and reports that equity research analysts publish about us and our business. We do not
control these analysts. The price of our
stock could decline if one or more equity research analysts downgrade our stock or if those analysts issue other unfavorable commentary or cease publishing reports about us or our business.

Insiders continue to have substantial control over Acme Packet and could delay or prevent a change in corporate control.

Our directors, executive officers and principal stockholders, together with their affiliates, beneficially own, in the aggregate, approximately 53% of our
outstanding shares of common stock based on the number of shares outstanding as of December 31, 2007. As a result, these stockholders, if acting together, may have the ability to determine the
outcome of matters submitted to our stockholders for approval, including the election of directors and any merger, amalgamation, consolidation or sale of all or substantially all of our assets. In
addition, these persons, acting together, may have the ability to control the management and affairs of our company. Accordingly, even though such transactions may be in the best interests of other
stockholders, this concentration of ownership may harm the market price of our common stock by:



Our corporate documents and Delaware law will make a takeover of our company more difficult, which may limit the market price of our common stock.

Our restated charter and bylaws and Section 203 of the Delaware General Corporation Law contain provisions that might enable our management to resist a
takeover of our Company. These provisions might discourage, delay or prevent a change in the control of our Company or a change in our management. These provisions could also discourage proxy contests
and make it more difficult for you and other stockholders to elect directors and take other corporate actions. The existence of these provisions could limit the price that investors might be willing
to pay in the future for shares of our common stock. Some provisions in our restated charter and bylaws may deter third parties from
acquiring us, which may limit the market price of our common stock and may not be in the best interests of our stockholders. These include:



34

---





Item 1B.    Unresolved Staff Comments

We did not receive any written comments from the Securities and Exchange Commission prior to the date 180 days before the end of the fiscal year ending
December 31, 2007 regarding our filings under the Securities Exchange Act of 1934, as amended, that have not been resolved.

Item 2.    Properties

We lease approximately 72,000 square feet of office space in Burlington, Massachusetts pursuant to leases that expire in June 2010. We also maintain sales offices
in Madrid, Spain and Tokyo, Japan. We believe that our current facilities are suitable and adequate to meet our current needs. We intend to add new facilities or expand existing facilities as we add
employees, and we believe that suitable additional or substitute space will be available as needed to accommodate any such expansion of our operations.

Item 3.    Legal Proceedings

We are not currently a party to any material litigation, and we are not aware of any pending or threatened litigation against us that could have a material
adverse effect on our business, operating results or financial condition. The software and communications infrastructure industries are characterized by frequent claims and litigation, including
claims regarding patent and other intellectual property rights as well as improper hiring practices. As a result, we may be involved in various legal proceedings from time to time.

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

There were no matters submitted to a vote of security holders during the quarter ended December 31, 2007.

35

---





PART II

Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information for Common Stock

Our common stock has been quoted on the Nasdaq Global Market under the symbol "APKT" since our initial public offering on October 13, 2006. Prior to that
time, there was no public market for our common stock.

The
following table sets forth for the indicated periods the high and low sales prices of our common stock as reported by the Nasdaq Global Market.

High

LowFourth Quarter 2006 (from October 13, 2006)

$
21.97

$
13.00First Quarter 2007

$
21.43

$
13.73Second Quarter 2007

$
15.02

$
11.10Third Quarter 2007

$
16.00

$
10.25Fourth Quarter 2007

$
16.59

$
10.81First Quarter 2008 (through March 11, 2008)

$
12.81

$
6.85


The
last reported sale price for our common stock on the Nasdaq Global Market was $7.62 per share on March 11, 2008.

Dividend Policy

We have never paid or declared any cash dividends on our common stock. We currently intend to retain earnings, if any, to finance the growth and development of
our business, and we do not expect to pay any cash dividends on our common stock in the foreseeable future. Payment of future dividends, if any, will be at the discretion of the board of directors and
will depend on our financial condition, results of operations, capital requirements, restrictions contained in current or future financing instruments, and other factors the board deems relevant.

In
February 2008, the Board authorized the repurchase of up to $20.0 million of our common stock over the subsequent twelve-month period. The purchase of our common stock will be
executed periodically as market and business conditions warrant on the open market, in negotiated or block trades, or under
a Rule 10b5-1 plan, which would permit shares to be repurchased when we might otherwise be precluded for doing so under insider trading laws.

This
common stock repurchase program does not obligate us to repurchase any dollar amount, or number of shares of common stock, and the program may be suspended or discontinued at any
time. The common stock repurchase program will remain in effect through February 29, 2009. Through March 11, 2008, we have repurchased 244,000 shares of our common stock for an aggregate
purchase price, including applicable brokers' fees, of $1.8 million.

Stockholders

As of February 29, 2008, there were approximately 144 registered stockholders of record of our common stock.

36

---



Stock Performance Graph

The graph set forth below compares the cumulative total stockholder return on our common stock between October 13, 2006 (the date of our initial public
offering) and December 31, 2007, with the cumulative total return of (i) the Nasdaq Telecommunications Index and (ii) the Nasdaq Composite Index, over the same period. This graph
assumes the investment of $100 on October 13, 2006 in our common stock, the Nasdaq Telecommunications Index and the Nasdaq Composite Index, and assumes the reinvestment of dividends, if any.
The graph assumes our closing sales price on October 13, 2006 of $15.91 per share as the initial value of our common stock.

The
comparisons shown in the graph below are based upon historical data. We caution that the stock price performance shown in the graph below is not necessarily indicative of, nor is it
intended to forecast, the potential future performance of our common stock. Information used in the graph was obtained from FactSet Research Systems, Inc., a financial data provider and a
source believed to be reliable. We are not responsible for any errors or omissions in such information.

LOGO

|                                |  | 10/13/06 |  | 12/31/2006 |  | 3/31/07 |  | 6/30/2007 |  | 9/30/2007 |  | 12/31/2007
|------------------------------- |  | -------- |  | ---------- |  | ------- |  | --------- |  | --------- |  | ----------
|Acme Packet                     |  | 100.0    |  | 129.7      |  | 92.9    |  | 72.2      |  | 96.9      |  | 79.1      
|Nasdaq Composite Index          |  | 100.0    |  | 102.5      |  | 102.7   |  | 110.4     |  | 114.6     |  | 112.5     
|Nasdaq Telecommunications Index |  | 100.0    |  | 106.5      |  | 107.6   |  | 118.1     |  | 131.0     |  | 116.2     

37

---



Equity Compensation Information

For information regarding our equity compensation plans, see Note 6 of the notes to our consolidated financial statements included in this Annual Report on
Form 10-K.

Recent Sales of Unregistered Securities

None.

In October 2006, we completed an initial public offering, or IPO, of our common stock pursuant to a registration statement on Form S-1
(Registration No. 333-134683) which the SEC declared effective on October 12, 2006. In connection with the IPO, we sold and issued 9.7 million shares of our common
stock, including 1.7 million shares sold by us pursuant to the underwriters' full exercise of their over-allotment option, and another additional 3.5 million shares of our
common stock were sold by our selling stockholders. The offering did not terminate until after the sale of all of the shares registered on the registration statement. All of the shares of common stock
registered pursuant to the registration statement, including the shares sold by the selling shareholders, were sold at a price to the public of $9.50 per share. The managing underwriters were Goldman,
Sachs & Co., JPMorgan, Credit Suisse and Think Equity Partners LLC.

We
raised a total of $92.4 million in gross proceeds from the IPO, or approximately $83.2 million in net proceeds after deducting underwriting discounts and commissions of
$6.5 million and other estimated offering costs of approximately $2.7 million. No payments for such expenses were made directly or indirectly to (i) any of our officers or
directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities, or (iii) any of our affiliates. We did not receive any proceeds from the sale of
shares in the IPO by the selling stockholders. None of our net proceeds from the IPO have been utilized to support business operations. Pending such application, we have invested the remaining
net proceeds in money-market mutual funds. None of the remaining net proceeds were paid, directly or indirectly, to directors, officers, persons owning ten percent or more of our equity securities, or
any of our other affiliates. There has been no material change in the planned use of proceeds from our IPO from that described in the final prospectus filed with the SEC pursuant to
Rule 424(b).

(c)   Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

38

---





Item 6.    Selected Consolidated Financial Data

You should read the following selected consolidated financial data in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of
Operations," the financial statements and related notes, and the other financial information included in this Annual Report on Form 10-K.

We
derived the consolidated financial data for the years ended December 31, 2005, 2006 and 2007 and as of December 31, 2006 and 2007 from our consolidated financial
statements, which have been audited by Ernst & Young LLP, and are included elsewhere in this Annual Report on Form 10-K. We derived the consolidated financial data for
the years ended December 31, 2003 and 2004 and as of December 31, 2003, 2004, and 2005 from audited financial statements which are not included in this Annual Report on
Form 10-K. Historical results are not necessarily indicative of the results to be expected in future periods.

|                                                                                          |                                  | Year Ended December 31,  |       
|----------------------------------------------------------------------------------------- | -------------------------------- | ------------------------ | ------
|
|
|Statement of Operations Data:                                                             |                                  |                          |       
|Revenue:                                                                                  |                                  |                          |       
|                                                                                          | Product                          |                          | $     
|                                                                                          | Maintenance, support and service |                          |       
|                                                                                          |                                  |                          |       
|                                                                                          |                                  | Total revenue            |       
|                                                                                          |                                  |                          |       
|Cost of revenue:                                                                          |                                  |                          |       
|                                                                                          | Product                          |                          |       
|                                                                                          | Maintenance, support and service |                          |       
|                                                                                          |                                  |                          |       
|                                                                                          |                                  | Total cost of revenue    |       
|                                                                                          |                                  |                          |       
|Gross profit                                                                              |                                  |                          | 90,709
|                                                                                          |                                  |                          |       
|Operating expenses:                                                                       |                                  |                          |       
|                                                                                          | Sales and marketing              |                          |       
|                                                                                          | Research and development         |                          |       
|                                                                                          | General and administrative       |                          |       
|                                                                                          | Lease abandonment                |                          |       
|                                                                                          |                                  |                          |       
|                                                                                          |                                  | Total operating expenses |       
|                                                                                          |                                  |                          |       
|Income (loss) from operations                                                             |                                  |                          | 24,532
|Total other income, net                                                                   |                                  |                          | 6,369 
|Income (loss) before provision for (benefit from) income taxes                            |                                  |                          | 30,901
|Provision for (benefit from) income taxes                                                 |                                  |                          | 11,340
|                                                                                          |                                  |                          |       
|Net income (loss)                                                                         |                                  | $                        | 19,561
|                                                                                          |                                  |                          |       
|Net income (loss) per share applicable to common stockholders:                            |                                  |                          |       
|                                                                                          | Basic(1)                         |                          | $     
|                                                                                          | Diluted(1)                       |                          | $     
|Weighted average number of common shares used in net income (loss) per share calculation: |                                  |                          |       
|                                                                                          | Basic(1)                         |                          |       
|                                                                                          | Diluted(1)                       |                          |       

39

---



|
|

|                            |  | As of December 31,
|--------------------------- |  | ------------------
|
|Balance Sheet Data:         |  |                   
|Cash and cash equivalents   |  | $                 
|Working capital             |  |                   
|Total assets                |  |                   
|Indebtedness                |  |                   
|Convertible preferred stock |  |                   
|Total stockholders' equity  |  |                   

---

40

---





Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement

This Annual Report on Form 10-K, including the information incorporated by reference herein, contains, in addition to
historical information, forward-looking statements. We may, in some cases, use words such as "project," "believe," "anticipate," "plan," "expect," "estimate," "intend," "continue," "should," "would,"
"could," "potentially," "will," "may" or similar words and expressions that convey uncertainty of future events or outcomes to identify these forward-looking statements. Forward-looking statements in
this Annual Report on Form 10-K may include statements about:



The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties and other factors that could cause actual results
to differ materially from the results anticipated by these forward-looking statements. These important factors include our financial performance, difficulties in attracting and retaining customers,
difficulties in meeting customer needs through our development activities, difficulties leveraging market opportunities, poor product sales, long sales cycles, difficulties developing new products,
difficulties in our relationships with vendors and partners, risks associated with international operations, difficulty in managing rapid growth and increased competition, and those factors we discuss
in this Annual Report on Form 10K under the caption "Risk Factors." You should read these factors and the other cautionary statements made in this Annual Report on Form 10-K
as being applicable to all related forward-looking statements wherever they appear in this Annual Report on Form 10-K. These risk factors are not exhaustive and other sections of
this Annual Report on Form 10-K may include additional factors which could adversely impact our business and financial performance.

Overview

Acme Packet, Inc. is the leading provider of session border controllers, or SBCs, that enable service providers to deliver secure and high quality
interactive communicationsvoice, video and other real-time multimedia sessionsacross IP network borders. As of December 31, 2007, approximately 500 service
providers in 85 countries have deployed our products. We sell our products and support services through our direct sales force and approximately 45 distribution partners, including many of the largest
networking and telecommunications equipment vendors throughout the world.

Our
headquarters are located in Burlington, Massachusetts. We maintain sales offices in Burlington, Massachusetts; Madrid, Spain and Tokyo, Japan. We also have sales personnel in
Argentina, Australia, Belgium, Brazil, Canada, China, Croatia, France, Germany, Hong Kong, Italy, Korea, Malaysia, Mexico, the Netherlands, Peru, Russia, South Africa, Thailand and the United Kingdom
and

41

---



throughout
the United States. We expect to continue to add personnel in the United States and internationally to provide additional geographic sales and technical support coverage.

Initial Public Offering

In October 2006, we completed an initial public offering, or IPO, of our common stock in which we sold and issued 9.7 million shares of our common stock,
including 1.7 million shares sold by us pursuant to the underwriters' full exercise of their over-allotment option, at an issue price of $9.50 per share. We raised a total of
$92.4 million in gross proceeds from the IPO, or $83.2 million in net proceeds after deducting underwriting discounts and commissions of $6.5 million and other offering costs of
$2.7 million. Upon the closing of the IPO, all shares of convertible preferred stock outstanding automatically converted into 32.2 million shares of common stock.

Fiscal Year

Our fiscal year ends on December 31. Reference to 2007, for example, refers to the fiscal year ended December 31, 2007.

Revenue

We derive product revenue from the sale of our Net-Net hardware and the licensing of our Net-Net software. We generally recognize product
revenue at the time of product delivery, provided all other revenue recognition criteria have been met, pursuant to the requirements of Statement of Position, or SOP, 97-2, Software Revenue Recognition,
as amended by SOP 98-9,Software Revenue Recognition with Respect to Certain
Transactions. For arrangements that include customer acceptance or other material non-standard terms, we defer revenue recognition until after delivery, and all
other criteria for revenue recognition have been met.

We
generate maintenance, support and service revenue from (a) maintenance associated with software licenses, (b) technical support services for our product software,
(c) hardware repair and maintenance services, (d) implementation, training and consulting services, and (e) reimbursable travel and other out-of-pocket
expenses paid to us by our customers.

We
offer our products and services indirectly through distribution partners and directly through our sales force. Our distribution partners include networking and telecommunications
equipment vendors throughout the world. Our distribution partners generally purchase our products after they have received a purchase order from their customers and do not maintain an inventory of our
products in anticipation of sales to their customers. Generally, the pricing offered to our distribution partners will be lower than to our direct customers.

The
product configuration, which reflects the mix of session capacity and requested features, determines the price for each SBC sold. Customers can purchase our SBCs in either a
standalone or high availability configuration and can license our software in various configurations, depending on the customers' requirements for session capacity, feature groups and protocols. The
product software configuration mix will have a direct impact on the average selling price of the system sold. As the market continues to develop and grow, we expect to experience increased price
pressure on our products and services.

We
believe that our revenue and results of operations may vary significantly from quarter to quarter as a result of long sales and deployment cycles, variations in customer ordering
patterns, and the application of complex revenue recognition rules to certain transactions. Some of our arrangements with customers include clauses under which we may be subject to penalties for
failure to meet specified performance obligations. We have not incurred any such penalties to date.

42

---



Cost of Revenue

Cost of product revenue primarily consists of payments to third party manufacturers for purchased materials and services, salaries and benefits related to
personnel, provision for inventory obsolescence, and related overhead.

Cost
of maintenance, support and service revenue consists primarily of (a) salaries and benefits related to professional services and technical support personnel,
(b) billable and non-billable travel, lodging, and other out-of-pocket expenses, (c) related overhead, and (d) contract manufacturer services
for repairs and warranty services.

Gross Profit

Our gross profit has been, and will be, affected by many factors, including (a) the demand for our products and services, (b) the average selling
price of our products, which in turn depends in part on the mix of product configurations sold, (c) new product introductions, (d) the mix of sales channels through which our products
are sold, and (e) the volume and costs of manufacturing of our hardware products.

Operating Expenses

Operating expenses consist of sales and marketing, research and development, and general and administrative expenses. Personnel-related costs are the most
significant component of each of these expense categories. During the period from December 31, 2005 through December 31, 2007, we increased the number of our employees and
full-time independent contractors by 99% from 164 to 327. We expect to continue to hire significant numbers of new employees to support our growth.

Sales
and marketing expense consists primarily of (a) salaries and related personnel costs, (b) commissions, (c) travel, lodging and other
out-of-pocket expenses, (d) marketing programs such as trade shows, and (e) other related overhead. Commissions are recorded as expense when earned by the
employee. We expect absolute dollar increases in sales and marketing expense for the foreseeable future and to increase as a percentage of total revenue for the foreseeable future as we further
increase the number of sales professionals and, to a lesser extent, increase our marketing activities with the intent to grow our revenue. However, we anticipate that sales and marketing expense will
decrease as a percentage of total revenue in the long term.

Research
and development expense consists primarily of (a) salaries and related personnel costs, (b) payments to suppliers for design and consulting services,
(c) prototype and equipment costs relating to the design and development of new products and enhancement of existing products, (d) quality assurance and testing, and (e) other
related overhead. To date, all of our research and development expense has been expensed as incurred. We intend to continue to invest significantly in our research and development efforts, which we
believe are essential to maintaining our competitive position. We expect research and development expense to increase in absolute dollars for the foreseeable future and to increase as a percentage of
total revenue in the near term. However, we anticipate that research and development expense will decrease as a percentage of total revenue in the long term.

General
and administrative expense consists primarily of (a) salaries and personnel costs related to our executive, finance, human resource and information technology
organizations, (b) facilities expenses, (c) accounting and legal professional fees, and (d) other related overhead. We expect general and administrative expense to continue to
increase in absolute dollars for the foreseeable future as we invest in infrastructure to support continued growth and incur additional expenses related to being a publicly traded company, including
increased audit and legal fees, costs of compliance with securities and other regulations, investor relations expense, and higher insurance premiums. However, we

43

---



anticipate
that general and administrative expense will decrease as a percentage of total revenue in the long term.

Stock-Based Compensation

Through December 31, 2005, cost of revenue and operating expenses included stock-based compensation expense to the extent the fair value of our common
stock exceeded the exercise price of stock options granted to employees on the date of grant. Effective in the first quarter of fiscal 2006, we adopted the requirements of Statement of Financial
Accounting Standards, or SFAS, No. 123(R),Share Based Payment. SFAS No. 123(R) addresses all forms of shared-based payment awards,
including shares issued under employee stock purchase plans, stock options, restricted stock and stock appreciation rights. SFAS No. 123(R) requires us to expense share-based payment awards
with compensation cost for share-based payment transactions measured at fair value. For the years ended December 31, 2007 and 2006, we recorded expense of $6.1 million and $867,000,
respectively, in connection with share-based payment awards. Based on options granted in 2007 and 2006, a future expense of non-vested options of $19.6 million is expected to be
recognized over a weighted-average period of 2.55 years.

Other Income (Expense), Net

Other income (expense) primarily consists of interest income earned on cash balances. We historically have invested our cash in money market funds. Other income
(expense) also includes gains (losses) from foreign currency translation adjustments of our foreign subsidiaries. The functional currency of our foreign operations in Europe and Asia is the U.S.
dollar. Accordingly, all assets and liabilities of these foreign subsidiaries are remeasured into U.S. dollars using the exchange rates in effect at the balance sheet date. Revenue and expenses of
these foreign subsidiaries are remeasured into U.S. dollars at the average rates in effect during the year. Any differences resulting from the remeasurement of assets, liabilities and operations of
the European and Asian subsidiaries are recorded within other income (expense).

Application of Critical Accounting Policies and Use of Estimates

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial
statements requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting periods. We base our estimates on historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ significantly from these estimates under different assumptions or
conditions. There have been no material changes to these estimates for the periods presented in this Annual Report on Form 10-K.

We
believe that of our significant accounting policies, which are described in note 2 of the notes to our consolidated financial statements included in this Annual Report on
Form 10-K, the following accounting policies involve a greater degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in
fully understanding and evaluating our financial condition and results of operations.

Revenue Recognition

We recognize revenue in accordance with SOP 97-2, as amended by SOP 98-9, and Emerging Issues Task Force, or EITF, Issue
No. 03-5,Applicability of AICPA Statement of Position 97-2 to Nonsoftware Deliverables in an Arrangement Containing
More-Than-Incidental Software. We have determined that the software element of our product is "more than incidental" to the products as a

44

---



whole.
As a result, in accordance with EITF Issue No. 03-5, we are required to recognize revenue under SOP 97-2 and SOP 98-9.

In
all of our arrangements, we do not recognize any revenue until we can determine that persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or
determinable, and we deem collection to be probable. In making these judgments, we evaluate these criteria as follows:



A
substantial percentage of our revenue is generated by multiple-element arrangements, such as products, maintenance, professional services and training. When arrangements include
multiple elements, we allocate the total fee among the various elements using the residual method. Under the residual method, revenue is recognized when vendor-specific objective evidence, or VSOE, of
fair value exists for all of the undelivered elements of the arrangement, but does not exist for one or more of the delivered elements of the arrangement. Each arrangement requires us to analyze the
individual elements in the transaction and to estimate the fair value of each undelivered element, which typically includes maintenance and services. Revenue is allocated to each of the undelivered
elements based on its respective fair value, with the fair value determined by the price charged when that element is sold separately.

Maintenance
and support services include telephone support, return and repair services, and unspecified rights to product upgrades and enhancements, and are recognized ratably over the
term of the service period, which is generally 12 months. Maintenance and support revenue generally is deferred until the related product has been accepted and all other revenue recognition
criteria have been met. Professional services and training revenue is recognized as the related service is performed.

Our
products and services are distributed indirectly through distribution partners and directly through our sales force. Revenue arrangements with distribution partners are recognized
when the above criteria are met and only when we receive evidence that the distribution partner has an order from an end-user customer. We typically do not offer contractual rights of
return, stock balancing or price protection to our distribution partners, and actual product returns from them have been insignificant to date. As a result, we do not maintain reserves for product
returns and related allowances.

45

---



Allowance for Doubtful Accounts

We offset gross trade accounts receivable with an allowance for doubtful accounts. The allowance for doubtful accounts is our best estimate of the amount of
probable credit losses in our existing accounts receivable. We review our allowance for doubtful accounts on a regular basis, and all past due balances
are reviewed individually for collectability. Account balances are charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
Provisions for doubtful accounts are recorded in general and administrative expense. If our historical collection experience does not reflect our future ability to collect outstanding accounts
receivables, our future provision for doubtful accounts could be materially affected. To date, we have not incurred any significant write-offs of accounts receivable and have not been
required to revise any of our assumptions or estimates used in determining our allowance for doubtful accounts. As of December 31, 2007, the allowance for doubtful accounts was $574,000.

Stock-Based Compensation

Through December 31, 2005, we accounted for our stock-based awards to employees using the intrinsic value method prescribed in Accounting Principles Board,
or APB, Opinion No. 25,Accounting for Stock Issued to Employees, and related interpretations. Under the intrinsic value method, compensation
expense is measured on the date of grant as the difference between the deemed fair value of our common stock and the stock option exercise price or restricted stock award purchase price multiplied by
the number of stock options or restricted stock awards granted. Generally, we granted stock-based awards with exercise prices equal to the estimated fair value of its common stock; however, to the
extent that the deemed fair value of the common stock exceeded the exercise or purchase price of stock-based awards granted to employees on the date of grant, we amortized the expense over the vesting
schedule of the awards, generally four years. The fair value of our common stock for periods through December 31, 2005 was determined by our Board of Directors (the "Board").

Given
the absence of a public market for our common stock prior to the completion of our initial public offering (IPO), the fair value for our common stock was estimated by the Board,
with input from management. The Board exercised judgment in determining the estimated fair value of our common stock on the date of grant based on several factors, including the liquidation
preferences, dividend rights and voting control attributable to our then-outstanding convertible preferred stock and, primarily, the likelihood of achieving a liquidity event such as an
initial public offering or sale of the Company. In the absence of a public trading market for our common stock, the Board considered objective and subjective factors in determining the fair value of
our common stock. We believe this to have been a reasonable methodology based upon our internal peer company analyses and based on several arm's-length transactions involving our common stock
supportive of the results produced by this valuation methodology.

On
December 16, 2004 the Financial Accounting Standards Board, or FASB, issued SFAS No. 123(R), which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation.SFAS
No. 123(R) supersedes APB Opinion No. 25, and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach under SFAS No. 123(R) is similar to the approach described in SFAS
No. 123. However, SFAS
No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure
is no longer an alternative. We adopted SFAS No. 123(R) starting on January 1, 2006.

Effective
with the adoption of SFAS No. 123(R), we have elected to use the Black-Scholes option pricing model to determine the weighted average fair value of stock options
granted. In accordance with SFAS No. 123(R), we will recognize the compensation cost of stock-based awards on a straight-line basis over the vesting period of the award.

46

---



As
there was no public market for our common stock prior to October 13, 2006, the effective date of the our IPO, we determined the volatility for options granted in 2006 and 2007
based on an analysis of reported data for a peer group of companies that issued options with substantially similar terms. The expected volatility of options granted has been determined using an
average of the historical volatility measures of this peer group of companies. The expected life of options has been determined utilizing the "simplified" method as prescribed by the SEC's Staff
Accounting Bulletin No. 107,Share-Based Payment. The risk-free interest rate is based on a treasury instrument whose term is
consistent with the expected life of the stock options. We have not paid and do not anticipate paying cash dividends on our common stock; therefore, the expected dividend yield is assumed to be zero.
In addition, SFAS No. 123(R) requires companies to utilize an estimated forfeiture rate when calculating the expense for the period, whereas, SFAS No. 123 permitted companies to record
forfeitures based on actual forfeitures, which was our historical policy under SFAS No. 123. As a result, we applied an estimated forfeiture rate of 7.00% and 11.25% for the years ended
December 31, 2007 and 2006, respectively, in determining the expense recorded in the accompanying consolidated statement of operations. The weighted-average fair values of options granted were
$7.62 and $5.43 for the years ended December 31, 2007 and 2006, respectively. The weighted-average assumptions utilized to determine such values are presented in the following table:

Year Ended
December 31, 2007

Year Ended
December 31, 2006Risk-free interest rate

4.56
%
4.79
%Expected volatility

56.28
%
81.44
%Expected life

5.41 years

6.25 yearsDividend yield






We
recorded stock-based compensation expense of $6.1 million and $867,000 for the years ended December 31, 2007 and 2006, respectively. As of December 31, 2007,
there was $19.6 million of unrecognized compensation expense related to unvested stock option awards that is expected to be recognized over a weighted-average period of 2.55 years.

We
account for transactions in which services are received from non-employees in exchange for equity instruments based on the fair value of such services received or of the
equity instruments issued, whichever is more reliably measured, in accordance with SFAS No. 123(R), and EITF Issue No. 96-18,Accounting for Equity
Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction With Selling, Goods or Services. There were no stock-based awards made to
non-employees in the years ended December 31, 2007, 2006 or 2005.

Inventory

We recognize inventory losses based on obsolescence and levels in excess of forecasted demand. In these cases, inventory is written down to estimated realizable
value based on historical usage and expected demand. Inherent in our estimates of market value in determining inventory valuation are estimates related to economic trends, future demand for our
products and technical obsolescence of our products. If future demand or market conditions are less favorable than our projections, additional inventory write-downs could be required and would be
reflected in the cost of revenue in the period the revision is made. To date, we have not been required to revise any of our assumptions or estimates used in determining our inventory valuations.

When
products have been delivered, but the product revenue associated with the arrangement has been deferred as a result of not meeting the revenue recognition criteria required by
SOP 97-2, we also defer the related inventory costs for the delivered items.

47

---



Product Warranties

Substantially all of our products are covered by a standard warranty of 90 days for software and one year for hardware. In the event of a failure of
hardware or software covered by this warranty, we must repair or replace the hardware or software or, if those remedies are insufficient, provide a refund. Our customers typically purchase maintenance
and support contracts, which encompass our warranty obligations. Our warranty reserve reflects estimated material and labor costs for potential or actual product issues in our installed base that are
not covered under maintenance contracts, but for which we expect to incur an obligation. Our estimates of anticipated rates of warranty claims and costs are primarily based on historical information
and future forecasts. We periodically assess the adequacy of the warranty allowance and adjust the amount as necessary. During the year ended December 31, 2007 we decreased our warranty
allowance by $163,000 as a result of an analysis performed on historical data. If the historical data we use to calculate the adequacy of the warranty allowance is not indicative of future
requirements, additional or reduced warranty reserves may be required.

Some
of our arrangements with customers include clauses whereby we may be subject to penalties for failure to meet certain performance obligations. We have not incurred any such
penalties to date.

Research and Development Expense for Software Products

Research and development expense includes costs incurred to develop intellectual property. The costs for the development of new software and substantial
enhancements to existing software are expensed as incurred until technological feasibility has been established, at which time any additional costs would be capitalized. We have determined that
technological feasibility is established at the time a working model of software is completed. Because we believe our current process for developing software will be essentially completed concurrently
with the establishment of technological feasibility, no costs have been capitalized to date.

Income Taxes

We are subject to income taxes in both the United States and foreign jurisdictions, and we use estimates in determining our provision for income taxes. We account
for income taxes in accordance with SFAS No. 109,Accounting for Income Taxes, which is the asset and liability method for accounting and
reporting for income taxes. Under SFAS No. 109, deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax bases of assets
and liabilities using statutory rates. This process requires us to project our current tax liability and estimate our deferred tax assets and liabilities, including net operating loss, or NOL, and tax
credit carryforwards. In assessing the need for a valuation allowance, we considered our recent operating results, future taxable income projections and feasible tax planning strategies. In the year
ended December 31, 2005, due to uncertainty surrounding the Company's ability to utilize its remaining NOL and tax credit carryforwards and other deferred tax assets, we provided a full
valuation allowance against our otherwise remaining recognizable deferred tax assets. In the year ended December 31, 2006, we utilized the remaining portion of our NOL carryforwards to reduce
income taxes currently payable and determined that it was more likely than not that we would realize all of our remaining deferred tax assets. Therefore, we reduced the valuation allowance of
$4.8 million in December 2006 related to these deferred tax assets. The benefit of the release of the valuation allowance was realized through a reduction of income tax expense.

As
of December 31, 2007, we had state research and development tax credits of $183,000 that expire beginning in 2022, and are subject to review and possible adjustment by the
taxing authorities. During 2007, we utilized all of our remaining U.S. federal research and development tax credits. The Internal Revenue Code contains provisions that limit the NOL and tax credit
carryforwards available to be used in any given year in the event of certain circumstances, including significant changes in ownership interests, as defined.

48

---



For
the years ended December 31, 2007, 2006 and 2005, our effective tax rates were 37%, (14)%, and 0%, respectively. The lower effective tax rate in 2006 and 2005 was due to the
utilization of previously unrecognized net operating losses to offset its primary federal obligations.

Our
current intention is to reinvest the total amount of our unremitted earnings in the local jurisdiction or to repatriate the earnings only when tax-effective. As such, we
have not provided for U.S. taxes on the unremitted earnings of our foreign subsidiaries.

We
adopted the provisions of FIN 48, an interpretation of SFAS No. 109,Accounting for Income Taxes, on January 1,
2007. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an
enterprise's financial statements in accordance with SFAS No. 109 and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and
transition. At the adoption date and as of December 31, 2007, we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required.

Results of Operations

Comparison of Years Ended December 31, 2007 and 2006

Revenue

|                          |                                          | Year Ended December 31, |         |        |     |    |  
|------------------------- | ---------------------------------------- | ----------------------- | ------- | ------ | --- | -- | -
|
|
|
|
|
|Revenue by Type:          |                                          |                         |         |        |     |    |  
|                          | Product revenue                          |                         | $       | 94,906 |     | 84 | %
|                          | Maintenance, support and service revenue |                         |         | 18,146 |     | 16 |  
|                          |                                          |                         |         |        |     |    |  
|Total revenue             |                                          | $                       | 113,052 |        | 100 | %  | $
|                          |                                          |                         |         |        |     |    |  
|Revenue by Geography:     |                                          |                         |         |        |     |    |  
|                          | United States and Canada                 |                         | $       | 53,748 |     | 48 | %
|                          | International                            |                         |         | 59,304 |     | 52 |  
|                          |                                          |                         |         |        |     |    |  
|Total revenue             |                                          | $                       | 113,052 |        | 100 | %  | $
|                          |                                          |                         |         |        |     |    |  
|Revenue by Sales Channel: |                                          |                         |         |        |     |    |  
|                          | Direct                                   |                         | $       | 43,728 |     | 39 | %
|                          | Indirect                                 |                         |         | 69,324 |     | 61 |  
|                          |                                          |                         |         |        |     |    |  
|Total revenue             |                                          | $                       | 113,052 |        | 100 | %  | $
|                          |                                          |                         |         |        |     |    |  

The $23.1 million increase in product revenue was a result of an increase in the number of systems sold in 2007 which reflected the growth
in the worldwide market for our products. This growth was realized through our indirect sales channels. Indirect product revenues increased $27.2 million, of which $20.6 million was
attributable to our international customers and $6.6 million was attributable to our United States and Canadian customers. Direct product revenues decreased $4.1 million, of which
$4.4 million was attributable to United States and Canadian customers partially offset by an increase of $300,000 from our international customers.

An
increase in the average selling price of our systems due to changes in our product software configuration mix and an increase in the level of software license upgrades also
contributed to the increase in product revenue in 2007. The product configuration, which reflects the mix of session capacity and requested features, determines the price for each SBC sold. Customers
can license our software in various configurations, depending on the customers' requirements for session capacity,

49

---



feature
groups and protocols. The product software configuration mix will have a direct impact on the average selling price of the system sold. Systems with higher software content (higher session
capacity and a larger number of feature groups) will generally have a higher average selling price than those systems sold with lower software content.

The
$5.9 million increase in maintenance, support and service revenue was attributable primarily to the $4.8 million increase in maintenance and support fees associated
with the growth in our installed product base and a $1.1 million increase in installation and training revenue, including reimbursable travel expenses.

Cost of Revenue and Gross Profit

|                      |                                  | Year Ended December 31, |        |        |    |    |  
|--------------------- | -------------------------------- | ----------------------- | ------ | ------ | -- | -- | -
|
|
|
|
|
|Cost of Revenue:      |                                  |                         |        |        |    |    |  
|                      | Product                          |                         | $      | 18,281 |    | 19 | %
|                      | Maintenance, support and service |                         |        | 4,062  |    | 22 |  
|                      |                                  |                         |        |        |    |    |  
|Total cost of revenue |                                  | $                       | 22,343 |        | 20 | %  | $
|                      |                                  |                         |        |        |    |    |  
|Gross Profit:         |                                  |                         |        |        |    |    |  
|                      | Product                          |                         | $      | 76,625 |    | 81 | %
|                      | Maintenance, support and service |                         |        | 14,084 |    | 78 |  
|                      |                                  |                         |        |        |    |    |  
|Total gross profit    |                                  | $                       | 90,709 |        | 80 | %  | $
|                      |                                  |                         |        |        |    |    |  

The $3.7 million increase in product cost of revenue was attributable to the increase in the number of systems sold in 2007.

The
$1.1 million increase in cost of maintenance, support and service revenue was due to higher salaries, benefits and overhead associated with increases in support and training
personnel, including a $245,000 increase in stock-based compensation expense.

Product
gross margin increased by 1 percentage point, reflecting the increase in the average selling price of our systems as a result of the changes in product configuration mix
reflecting systems sales with a higher software content as noted above, as well as reduced costs per system paid to our contract manufacturers. We expect our gross margin in the future to decrease, as
we expect to experience increased price pressure on our products as the market for our products continues to develop and grow. We cannot predict our ability to continue to realize reduced per system
costs because we cannot predict the pricing of component parts or the volume of orders to be placed in the future.

Gross
margin on maintenance, support and service revenue increased by 2 percentage points as a result of an increase in maintenance, support and service revenue associated with
the growth in our installed product base without a corresponding increase in costs. We expect cost of product revenue and cost of maintenance, support and service revenue each to increase at
approximately the same rate as the related revenue for the foreseeable future. As a result, we expect that gross profit on product revenue and gross profit on maintenance, support and service revenue
will each increase, but that the related gross margin will decline slightly for the foreseeable future.

50

---



Operating Expenses

|                           |  | Year Ended December 31, |        |  |    |   |  
|-------------------------- |  | ----------------------- | ------ |  | -- | - | -
|
|
|
|
|
|Sales and marketing        |  | $                       | 35,387 |  | 31 | % | $
|Research and development   |  |                         | 20,058 |  | 18 |   |  
|General and administrative |  |                         | 10,732 |  | 10 |   |  
|                           |  |                         |        |  |    |   |  
|Total operating expenses   |  | $                       | 66,177 |  | 59 | % | $
|                           |  |                         |        |  |    |   |  

Of the $11.6 million increase in sales and marketing expense (a) $7.0 million was attributable to higher salaries,
commissions and benefits associated with a 26% increase in sales and marketing personnel,
primarily sales and technical sales support staff, on a worldwide basis, (b) $2.0 million was attributable to an increase in stock-based compensation expense,
(c) $1.5 million was attributable to an increase in travel expense resulting from the growth in the number of sales personnel and (d) the balance was attributable to increased
expenses associated with expanded marketing programs, including trade shows and overhead associated with increases in sales and marketing personnel. We expect sales and marketing expense to continue
to increase in absolute dollars and to increase as a percentage of total revenue for the foreseeable future as we expand our sales force to continue to increase our revenue and market share. However,
we anticipate that sales and marketing expense will decrease as a percentage of total revenue in the long term.

Of
the $7.1 million increase in research and development expense, $3.9 million was attributable to higher salaries and benefits associated with a 34% increase in the number
of employees working on the design and development of new products and enhancement of existing products, quality assurance and testing. The increase in research and development expense also reflected
(a) an increase of $1.8 million in stock-based compensation expense, (b) an increase in depreciation expense of $717,000 associated with our investment in equipment to support new
product development and (c) an increase of $284,000 for outside consulting services. The addition of personnel and our continued investment in research and development were driven by our
strategy of maintaining our competitive position by expanding our product offerings and enhancing our existing products to meet the requirements of our customers and market. We expect research and
development expense to increase in absolute dollars for the foreseeable future and to increase as a percentage of total revenue on the near term. However, we anticipate that research and development
expense will decrease as a percentage of total revenue in the long term.

Of
the $4.2 million increase in general and administrative expense, (a) $919,000 was attributable to higher salaries and benefits related to a 37% increase in general and
administrative headcount, (b) $836,000 was attributable to an increase in stock-based compensation expense, (c) $827,000 was attributable to an increase in facilities costs, including
rent, utilities and depreciation expense, associated with the overall increase in our employee headcount, (d) $570,000 was attributable to higher insurance premiums associated with being a
publicly traded company and (e) $360,000 was attributable to increased legal, accounting and professional fees. We expect general and administrative expense to continue to increase in absolute
dollars for the foreseeable future as we invest in infrastructure to support continued growth and incur additional expenses related to being a publicly traded company, including increased audit and
legal fees, costs of compliance with securities and other regulations, investor relations expense, and higher insurance premiums.

51

---



Operating and Other Income

|                                                        |            | Year Ended December 31, |        |        |    |    |  
|------------------------------------------------------- | ---------- | ----------------------- | ------ | ------ | -- | -- | -
|
|
|
|
|
|Income from operations                                  |            | $                       | 24,532 |        | 22 | %  | $
|Interest income, net                                    |            |                         | 6,420  |        | 6  |    |  
|Other expense                                           |            |                         | (51    | )      |   |    |  
|                                                        |            |                         |        |        |    |    |  
|Income before provision for (benefit from) income taxes |            |                         | 30,901 |        | 27 |    |  
|Provision for (benefit from) income taxes               |            |                         | 11,340 |        | 10 |    |  
|                                                        |            |                         |        |        |    |    |  
|                                                        | Net income |                         | $      | 19,561 |    | 17 | %
|                                                        |            |                         |        |        |    |    |  

The $1.4 million increase in income from operations resulted from a $24.2 million increase in gross profit, offset in part by a
$22.9 million increase in total operating expenses.

Interest
income, net, consisted of interest income generated from the investment of our cash balances. The increase in interest income principally reflected higher average cash balances
during 2007, as a result of our initial public offering in October 2006 and cash provided by operating activities, as well as higher interest rates during 2007.

Other
expense primarily consisted of foreign currency translation adjustments of our foreign subsidiaries.

For
the year ended December 31, 2007, our effective tax rate was 37%. In the year ended December 31, 2006, we recorded a net benefit from income taxes in the amount of
$3.4 million. The lower effective tax rate in 2006 was due to the utilization of previously unrecognized NOLs to offset our federal obligations. We currently expect to realize recorded deferred
tax assets as of December 31, 2007 of approximately $4.6 million. During 2006, based on a number of factors, including recent operating results, future taxable income projections and
feasible tax planning strategies, we determined that in addition to the utilization of the remaining portion of our NOL carryforwards to reduce taxable income in 2006, it was more likely than not that
we would realize all of our deferred tax assets, and therefore we reduced our deferred tax asset valuation allowance by $4.8 million. This benefit of the release in the valuation allowance was
recognized through a reduction of income tax expense. As a result, our effective tax rate for 2006 decreased to an effective tax benefit of 14%.

Our
conclusion that such assets will be recovered is based upon taxable income previously recorded in the carryback period or our expectation that future earnings will provide sufficient
taxable income to realize recorded tax assets. While the realization of our net recorded deferred tax assets cannot be assured, to the extent that future taxable income against which these tax assets
may be applied is not sufficient or carrybacks are eliminated, some or all of our net recorded deferred tax assets would not be realizable. Approximately $1.7 million of the deferred tax asset
recorded as of December 31, 2007 is attributable to benefits associated with stock-based compensation charges. Under the guidance of SFAS No. 123(R), no valuation allowance has been
recorded against this amount. However, in the future, if the underlying awards expire with an intrinsic value less than the fair value of the awards on the date of grant, some or all of the benefit
may not be realizable.

52

---



Comparison of Years Ended December 31, 2006 and 2005

Revenue

|                                         |  | Year Ended December 31, |        |  |     |   |  
|---------------------------------------- |  | ----------------------- | ------ |  | --- | - | -
|
|
|
|
|
|Revenue by Type:                         |  |                         |        |  |     |   |  
|Product revenue                          |  | $                       | 71,810 |  | 85  | % | $
|Maintenance, support and service revenue |  |                         | 12,260 |  | 15  |   |  
|                                         |  |                         |        |  |     |   |  
|Total revenue                            |  | $                       | 84,070 |  | 100 | % | $
|                                         |  |                         |        |  |     |   |  
|Revenue by Geography:                    |  |                         |        |  |     |   |  
|United States and Canada                 |  | $                       | 47,965 |  | 57  | % | $
|International                            |  |                         | 36,105 |  | 43  |   |  
|                                         |  |                         |        |  |     |   |  
|Total revenue                            |  | $                       | 84,070 |  | 100 | % | $
|                                         |  |                         |        |  |     |   |  
|Revenue by Sales Channel:                |  |                         |        |  |     |   |  
|Direct                                   |  | $                       | 43,670 |  | 52  | % | $
|Indirect                                 |  |                         | 40,400 |  | 48  |   |  
|                                         |  |                         |        |  |     |   |  
|Total revenue                            |  | $                       | 84,070 |  | 100 | % | $
|                                         |  |                         |        |  |     |   |  

The $40.7 million increase in product revenue was a result of an increase in the number of systems sold in 2006 which reflected the growth
in the worldwide market for our products. This growth was realized through both our United States and Canadian customers and international customers, as well as through our direct and indirect sales
channels. Direct product revenues increased $22.7 million, of which $19.8 million was attributable to United States and Canadian customers and $2.9 million was attributable to
international customers. Indirect product revenues increased $18.0 million, of which $2.7 million was attributable to United States and Canadian customers and $15.3 million was
attributable to international customers.

An
increase in the average selling price of our systems due to changes in our product software configuration mix also contributed to the increase in product revenue in 2006. The product
configuration, which reflects the mix of session capacity and requested features, determines the price for each SBC sold. Customers can license our software in various configurations, depending on the
customers' requirements for session capacity, feature groups and protocols. The product software configuration mix has a direct impact on the average selling price of the system sold. Systems with
higher software content (higher session capacity and a larger number of feature groups) generally have a higher average selling price than those systems sold with lower software content.

53

---





The $7.2 million increase in maintenance, support and service revenue was attributable primarily to the $5.5 million increase in maintenance and support fees associated
with the growth in our installed product base and a $1.7 million increase in installation and training revenue, including reimbursable travel expenses.

Cost of Revenue and Gross Profit

|                      |                                  | Year Ended December 31, |        |        |    |    |  
|--------------------- | -------------------------------- | ----------------------- | ------ | ------ | -- | -- | -
|
|
|
|
|Cost of Revenue:      |                                  |                         |        |        |    |    |  
|                      | Product                          |                         | $      | 14,624 |    | 20 | %
|                      | Maintenance, support and service |                         |        | 2,951  |    | 24 |  
|                      |                                  |                         |        |        |    |    |  
|Total cost of revenue |                                  | $                       | 17,575 |        | 21 | %  | $
|                      |                                  |                         |        |        |    |    |  
|Gross Profit:         |                                  |                         |        |        |    |    |  
|                      | Product                          |                         | $      | 57,186 |    | 80 | %
|                      | Maintenance, support and service |                         |        | 9,309  |    | 76 |  
|                      |                                  |                         |        |        |    |    |  
|Total gross profit    |                                  | $                       | 66,495 |        | 79 | %  | $
|                      |                                  |                         |        |        |    |    |  

The
$6.6 million increase in product cost of revenue was attributable to the increase in the number of systems sold in 2006.

Of
the $1.8 million increase in cost of maintenance, support and service revenue, $1.2 million was due to higher salaries, benefits and overhead associated with increases
in support and training personnel, including $49,000 attributable to the effect of stock-based compensation expense.

Product
gross margin increased by 6 percentage points, reflecting the increase in the average selling price of our systems as a result of the changes in product configuration mix
reflecting systems sales with a higher software content as noted above, as well as reduced costs per system paid to our contract manufacturers. The reduced cost per system paid to our contract
manufacturer was attributable to the ability of our contract manufacturer to purchase components at a lower cost due to the increase in the volume of orders placed with our contract manufacturers as
well as labor and overhead efficiencies realized as a result of increased manufacturing volume.

Gross
margin on maintenance, support and service revenue remained constant. The increase in maintenance, support and service revenue associated with the growth in our installed product
base was offset by a corresponding increase in costs.

54

---



Operating Expenses

|                           |                          | Year Ended December 31, |        |        |    |    |  
|-------------------------- | ------------------------ | ----------------------- | ------ | ------ | -- | -- | -
|
|
|
|
|Sales and marketing        |                          | $                       | 23,759 |        | 28 | %  | $
|Research and development   |                          |                         | 12,988 |        | 15 |    |  
|General and administrative |                          |                         | 6,566  |        | 8  |    |  
|                           |                          |                         |        |        |    |    |  
|                           | Total operating expenses |                         | $      | 43,313 |    | 51 | %
|                           |                          |                         |        |        |    |    |  

Of
the $8.8 million increase in sales and marketing expense (a) $7.0 million was attributable to higher salaries, commissions and benefits associated with a 54%
increase in sales and marketing personnel, primarily sales and technical sales support staff, on a worldwide basis, (b) $337,000 was attributable to the effect of stock-based compensation
expense, (c) $264,000 was attributable to increased third party services and (d) $259,000 was attributable to increased expenses associated with expanded marketing programs, including
trade shows

Of
the $4.3 million increase in research and development expense, $3.5 million was attributable to higher salaries and benefits associated with a 47% increase in the number
of employees working on the design and development of new products and enhancement of existing products, quality assurance and testing. The increase in research and development expense also reflected
an increase in depreciation expense of $783,000 associated with our investment in equipment to support new product development and an increase of $296,000 attributable to the effect of stock-based
compensation expense. These factors were offset in part by a reduction in payments to suppliers for design and consulting services in the amount of $272,000, which reflected our decision to bring
certain development activities in-house as well as the timing of projects. The addition of personnel and our continued investment in research and development were driven by our strategy of
maintaining our competitive position by expanding our product offerings and enhancing our existing products to meet the requirements of our customers and market.

Of
the $3.0 million increase in general and administrative expense, (a) $909,000 was attributable to higher salaries and benefits related to a 58% increase in general and
administrative headcount, (b) $920,000 was attributable to increased legal, accounting and professional fees, (c) $269,000 was attributable to an increase in facilities costs, including
rent, utilities and depreciation expense, associated with the overall increase in our employee headcount, and (d) $219,000 was attributable to higher insurance premiums associated with being a
publicly traded company. The increase in general and administrative expense also reflected an increase of $158,000 attributable to the effect of stock-based compensation expense.

55

---



Operating and Other Income

|                                        |  | Year Ended December 31, |        |   |    |   |  
|--------------------------------------- |  | ----------------------- | ------ | - | -- | - | -
|
|
|
|
|Income (loss) from operations           |  | $                       | 23,182 |   | 28 | % | $
|Interest income, net                    |  |                         | 2,256  |   | 2  |   |  
|Other expense                           |  |                         | (17    | ) |   |   |  
|                                        |  |                         |        |   |    |   |  
|Income before benefit from income taxes |  |                         | 25,421 |   | 30 |   |  
|Benefit from income taxes               |  |                         | (3,443 | ) | (4 | ) |  
|                                        |  |                         |        |   |    |   |  
|Net income (loss)                       |  | $                       | 28,864 |   | 34 | % | $
|                                        |  |                         |        |   |    |   |  

---

The
$23.6 million increase in income from operations resulted from a $39.6 million increase in gross profit, offset in part by a $16.0 million increase in total
operating expenses.

Interest
income, net consisted of interest income generated from the investment of our cash balances. The increase in interest income principally reflected higher average cash balances
during 2006, as a result of our initial public offering in October 2006 and cash provided by operating activities, as well as higher interest rates during 2006.

Other
expense primarily consisted of foreign currency translation adjustments of our foreign subsidiaries.

In
the year ended December 31, 2006, we recorded a net benefit from income taxes in the amount of $3.4 million. Based on a number of factors, including recent operating
results, future taxable income projections and feasible tax planning strategies, we determined that in addition to the utilization of the remaining portion of our NOL carryforwards to reduce taxable
income in 2006, it was more likely than not that we would realize all of our deferred tax assets, and therefore we reduced our deferred tax asset valuation allowance by $4.8 million. This
benefit of the release in the valuation allowance was recognized through a reduction of income tax expense. As a result, our effective tax rate for 2006 decreased to an effective tax benefit of 14%.

Liquidity and Capital Resources

Resources

Since 2005, we have funded our operations principally with cash provided by operations, which has been driven by growth in revenue. In October 2006, we completed
an initial public offering, or IPO, of our common stock in which we sold and issued 9.7 million shares of our common stock, including 1.7 million shares sold by us pursuant to the
underwriters' full exercise of their over-allotment option, at an issue price of $9.50 per share. We raised a total of $92.4 million in gross proceeds from the IPO, or
$83.2 million in net proceeds after deducting underwriting discounts and commissions of $6.5 million and other offering costs of $2.7 million.

56

---



Key
measures of our liquidity are as follows:

|                                                |  | As of and for the Year Ended
December 31, |        
|----------------------------------------------- |  | ----------------------------------------- | -------
|
|
|Cash and cash equivalents                       |  | $                                         | 136,420
|Accounts receivable, net                        |  |                                           | 29,998 
|Working capital                                 |  |                                           | 152,500
|Cash provided by operating activities           |  |                                           | 16,403 
|Cash provided by (used in) financing activities |  |                                           | 6,619  

Cash and cash equivalents.Our cash and cash equivalents at December 31, 2007 were held for working capital purposes
and were invested primarily in money market funds. We do not enter into investments for trading or speculative purposes. Restricted cash, which totaled $333,000, $479,000 and $432,000 at
December 31, 2007, 2006, and 2005, respectively, and is not included in cash and cash equivalents, was held in certificates of deposit as collateral for letters of credit related to the lease
agreements for our corporate headquarters in Burlington, Massachusetts and our sales office in Madrid, Spain.

Accounts receivable, net.Our accounts receivable balance fluctuates from period to period, which affects our cash flow from
operating activities. The fluctuations vary depending on the timing of our shipping and billing activity, cash collections, and changes to our allowance for doubtful accounts. In some
situations we receive cash payment from a customer prior to the time we are able to recognize revenue on a transaction. We record these payments as deferred revenue, which has a positive effect on our
accounts receivable balances. We use days sales outstanding, or DSO, calculated on a quarterly basis, as a measurement of the quality and status of our receivables. We define DSO as
(a) accounts receivable, net of allowance for doubtful accounts, divided by total revenue for the most recent quarter, multiplied by (b) 90 days. DSO was 86 days at
December 31, 2007, 54 days at December 31, 2006 and 50 days at December 31, 2005. The increase in DSO at December 31, 2007 was attributable to the higher
level of revenue during the three months ended December 31, 2007 from our indirect partners and our international customers, which tend to have longer payment terms than our domestic and direct
customers. The timing of shipments during the three months ended December 31, 2007 was also a factor contributing to the increase in DSO.

Operating activities.Cash provided by operating activities primarily consists of net income (loss) adjusted for certain
non-cash items including depreciation and amortization, deferred income taxes, the provision for bad debts, stock-based compensation expense, and the effect of changes in working capital
and other activities. Cash provided by operating activities in 2007 was $16.4 million and consisted of $19.6 million of net income, non-cash adjustments of
$6.5 million (consisting primarily of $5.0 million of depreciation and amortization and $6.1 million of stock-based compensation expense, partially offset by $4.9 million
related to the tax savings to the company from the exercise, by employees, of stock options), partially offset by $9.6 million used in working capital and other activities. Cash used in working
capital and other activities primarily reflected a $15.8 million increase in accounts receivable, reflecting an overall increase in activity and an increase in DSO, partially offset by a
decrease of $1.4 million in inventory and a net increase of $4.1 million in accounts payable and accrued expenses.

Cash
provided by operating activities in 2006 was $26.3 million and consisted of $28.9 million of net income, negative non-cash adjustments of $89,000
(primarily deferred income taxes of $4.8 million offset by depreciation and amortization of $3.5 million, $867,000 of stock-based compensation expense, and $343,000 for provision for bad
debts), and $2.3 million used in working capital and other activities. Cash used in working capital and other activities primarily reflected a $7.7 million increase in accounts
receivable, a $3.9 million increase in inventory, and a $1.1 million increase in other assets, reflecting an

57

---



overall
increase in business activity, partially offset by a $6.6 million increase in accounts payable and accrued expenses and a $3.9 million increase in deferred revenue. This increase
in deferred revenue was primarily attributable to an increase in deferred revenue from our support service contracts, which will be recognized as revenue over the twelve-month term of the support
service period.

Cash
provided by operating activities in 2005 was $2.3 million and consisted of a net loss of $35,000 and positive non-cash adjustments of $2.4 million
(primarily depreciation and amortization). Working capital and other activities remained flat during 2005 but the net activity consisted of a $3.2 million increase in accounts receivable as a
result of increased revenues in 2005 and a $1.3 million increase in inventory to support the overall increase in business activity, offset by a $2.5 million increase in accounts payable
and accrued expenses. Working capital also reflected a $2.2 million increase in deferred revenue resulting from an increase in payments received from customers prior to the time
revenue could be recognized and an increase in deferred support revenue which will be recognized as revenue over the term of the support periods.

Equity financing activities.As previously discussed, we completed an IPO of our common stock in October 2006, resulting in
net proceeds of $83.2 million. In addition, we received proceeds from the issuance of restricted common stock and exercises of common stock options, net of the amount paid for the repurchase of
common stock, in the amounts of $1,733,000 in 2007, $213,000 in 2006 and $64,000 in 2005.

In
February 2008, the Board authorized the repurchase of up to $20.0 million of our common stock over the subsequent twelve-month period. The purchase of our common stock will be
executed periodically as market and business conditions warrant on the open market, in negotiated or block trades, or under a Rule 10b5-1 plan, which would permit shares to be
repurchased when we might otherwise be precluded for doing so under insider trading laws.

This
common stock repurchase program does not obligate us to repurchase any dollar amount, or number of shares of common stock, and the program may be suspended or discontinued at any
time. The common stock repurchase program will remain in effect through February 29, 2009. Through March 11, 2008 we have repurchased 244,000 shares of our common stock for an aggregate
purchase price, including applicable brokers' fees, of $1.8 million.

Credit facility borrowings.We previously maintained an equipment line of credit facility with a commercial bank under which
we made borrowings of $1.8 million in 2001 and 2002. This equipment line of credit expired in 2003 and was converted into a term loan which was repaid in 2005. Additionally, during 2003, 2004
and 2005 we maintained two lines of credit with a commercial bank in the amount of $2.0 million. We did not draw against these lines of credit and they expired unused in July 2005. Based on
information currently available to us, we believe that we will be able to enter into such an arrangement with a commercial bank on terms acceptable to us in the event we subsequently determine that
such an arrangement is necessary or desirable to provide us with additional working capital.

We
believe our existing cash and cash equivalents and our cash flow from operating activities will be sufficient to meet our anticipated cash needs for at least the next twelve months.
Our future working capital requirements will depend on many factors, including the rate of our revenue growth, our introduction of new products and enhancements, and our expansion of sales and
marketing and product development activities. To the extent that our cash and cash equivalents and cash flow from operating activities are insufficient to fund our future activities, we may need to
raise additional funds through bank credit arrangements or public or private equity or debt financings. We also may need to raise additional funds in the event we determine in the future to effect one
or more acquisitions of businesses, technologies and products that will complement our existing operations. In the event additional funding is required, we may not be able to obtain bank credit
arrangements or effect an equity or debt financing on terms acceptable to us or at all.

58

---



Requirements

Capital expenditures.We have made capital expenditures primarily for equipment to support product development and other
general purposes to support our growth, and evaluation systems for customer sales opportunities. Our capital expenditures totaled $5.5 million in 2007, $6.4 million in 2006, and
$3.6 million in 2005. We are not currently party to any purchase contracts related to future capital expenditures.

Contractual obligations and requirements.We generally do not enter into long-term purchase arrangements, and do
not have any such commitments outstanding as of December 31, 2007. Our only significant contractual obligation relates to the leases of our corporate headquarters in Burlington, Massachusetts
and our office in Madrid Spain. The following table sets forth our commitments to settle contractual obligations in cash after December 31, 2007:

|                            |  | Total |       | 1 year or less |   | 2-3 years |  | 4-5 years |       | More than
5 years
|--------------------------- |  | ----- | ----- | -------------- | - | --------- |  | --------- | ----- | -----------------
|
|Operating lease obligations |  | $     | 3,370 |                | $ | 1,280     |  | $         | 2,048 |                  
|                            |  |       |       |                |   |           |  |           |       |                  

Off-Balance-Sheet Arrangements

As of December 31, 2007, we did not have any significant off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of
Regulation S-K of the SEC.

Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157,Fair Value Measurements, which defines fair value,
establishes a framework for measuring fair value under generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies to other accounting
pronouncements that require or permit fair value measurements. The new guidance is effective for financial statements issued for fiscal years beginning after November 15, 2007, and for interim
periods within those fiscal years. The adoption of SFAS No. 157 is not expected to have a material effect on our consolidated financial position and results of operations.

In
February 2007, the FASB released SFAS No. 159,The Fair Value Option for Financial Assets and Financial Liabilities,which is
effective for fiscal years beginning after November 15, 2007. This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The
objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting provisions. The adoption of SFAS No. 159 is not expected to have a material effect on our consolidated financial position and results of
operations.

In
December 2007, the FASB issued SFAS No. 141 (Revised 2007),Business Combinations. This Statement retains the fundamental
requirements in Statement 141 that the acquisition method of accounting (which SFAS No. 141 called the purchase method) be used for all business combinations and for an acquirer to be
identified for each business combination. SFAS 141(R) requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the
acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the Statement. That replaces SFAS No. 141's cost-allocation
process, which required the cost of an acquisition to be allocated to the individual assets acquired and liabilities assumed based on their estimated fair values. The SFAS No. 141(R) retains
the guidance in SFAS No. 141 for identifying and recognizing intangible assets separately from goodwill. SFAS 141(R) will now require acquisition costs to be expensed as incurred,
restructuring costs associated with a business combination must generally be expensed prior to the acquisition date and changes in deferred tax asset valuation allowances and

59

---



income
tax uncertainties after the acquisition date generally will affect income tax expense. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on
or after the beginning of the first annual reporting period beginning on or after December 15, 2008, which is our 2009 fiscal year. Earlier adoption is prohibited.

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk
exposure is primarily a result of fluctuations in foreign exchange rates and interest rates. We do not hold or issue financial instruments for trading purposes.

Foreign Currency Exchange Risk

To date, substantially all of our international customer agreements have been denominated in U.S. dollars. Accordingly, we have limited exposure to foreign
currency exchange rates and do not enter into foreign currency hedging transactions. The functional currency of our foreign operations in Europe and Asia is the U.S. dollar. Accordingly, all assets
and liabilities of these foreign subsidiaries are remeasured into U.S. dollars using the exchange rates in effect at the balance sheet date. Revenue and expenses of these foreign subsidiaries are
remeasured into U.S. dollars at the average rates in effect during the year. Any differences resulting from the remeasurement of assets, liabilities and operations of the European and Asian
subsidiaries are recorded within other income in the consolidated statements of operations. If the foreign currency exchange rates fluctuated by 10% as of December 31, 2007, our foreign
exchange exposure would have fluctuated by less than $10,000.

Interest Rate Risk

At December 31, 2007, we had unrestricted cash and cash equivalents totaling $136.4 million. These amounts were invested primarily in money market
funds. The unrestricted cash and cash equivalents were held for working capital purposes. We do not enter into investments for trading or speculative purposes. Due to the short-term nature
of these investments, we believe that we do not have any material exposure to changes in the fair value of our investment portfolio as a result of changes in interest rates. Declines in interest
rates, however, would reduce future investment income.

60

---





Item 8.    Financial Statements and Supplementary Data

ACME PACKET, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



|                                                                                                     |  | Page No.
|---------------------------------------------------------------------------------------------------- |  | --------
|Report of Independent Registered Public Accounting Firm                                              |  | 62      
|Consolidated Balance Sheets as of December 31, 2007 and 2006                                         |  | 63      
|Consolidated Statements of Operations for the Years Ended December 31, 2007, 2006 and 2005           |  | 64      
|Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2007, 2006 and 2005 |  | 65      
|Consolidated Statements of Cash Flows for the Years Ended December 31, 2007, 2006 and 2005.          |  | 66      
|Notes to Consolidated Financial Statements                                                           |  | 67      

61

---





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The
Board of Directors and Stockholders of
Acme Packet, Inc.

We
have audited the accompanying consolidated balance sheets of Acme Packet, Inc. as of December 31, 2007 and 2006, and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2007. These financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Acme Packet, Inc. at
December 31, 2007 and 2006, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2007, in conformity with U.S.
generally accepted accounting principles.

As
discussed in Note 2 to the consolidated financial statements, on January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards
No. 123(R),Share-Based Payment.

We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Acme Packet, Inc.'s internal control over financial
reporting as of December 31, 2007, based on criteria established in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and
our report dated March 12, 2008 expressed an unqualified opinion thereon.

|                                     |  | /s/ Ernst & Young LLP
|------------------------------------ |  | ---------------------
|Boston, Massachusetts
March 12, 2008 |  |                      

62

---





ACME PACKET, INC.        CONSOLIDATED BALANCE SHEETS        (in thousands, except share and per share data)

|                                           |                                                                      | December 31,                                                                                       
|------------------------------------------ | -------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------
|
|ASSETS                                     |                                                                      |                                                                                                    
|Current assets:                            |                                                                      |                                                                                                    
|                                           | Cash and cash equivalents                                            |                                                                                                    
|                                           | Accounts receivable, net of allowance of $574 and $695, respectively |                                                                                                    
|                                           | Inventory                                                            |                                                                                                    
|                                           | Restricted cash                                                      |                                                                                                    
|                                           | Deferred tax asset                                                   |                                                                                                    
|                                           | Other current assets                                                 |                                                                                                    
|                                           |                                                                      |                                                                                                    
|                                           |                                                                      | Total current assets                                                                               
|Property and equipment, net                |                                                                      |                                                                                                    
|Restricted cash                            |                                                                      |                                                                                                    
|Deferred tax asset                         |                                                                      |                                                                                                    
|Other assets                               |                                                                      |                                                                                                    
|                                           |                                                                      |                                                                                                    
|                                           |                                                                      | Total assets                                                                                       
|                                           |                                                                      |                                                                                                    
|LIABILITIES AND STOCKHOLDERS' EQUITY       |                                                                      |                                                                                                    
|Current liabilities:                       |                                                                      |                                                                                                    
|                                           | Accounts payable                                                     |                                                                                                    
|                                           | Accrued expenses and other current liabilities                       |                                                                                                    
|                                           | Deferred revenue                                                     |                                                                                                    
|                                           |                                                                      |                                                                                                    
|                                           |                                                                      | Total current liabilities                                                                          
|Deferred rent                              |                                                                      |                                                                                                    
|Commitments and contingencies (Note 7)     |                                                                      |                                                                                                    
|Stockholders' equity:                      |                                                                      |                                                                                                    
|                                           | Undesignated preferred stock, $0.001 par value:                      |                                                                                                    
|                                           |                                                                      | Authorized5,000,000 shares at December 31, 2007 and 2006                                          
|                                           |                                                                      | Issued and outstanding0 shares at December 31, 2007 and 2006                                      
|                                           | Common stock, $0.001 par value:                                      |                                                                                                    
|                                           |                                                                      | Authorized150,000,000 shares                                                                      
|                                           |                                                                      | Issued and outstanding60,429,772 and 58,565,985 shares at December 31, 2007 and 2006, respectively
|                                           | Additional paid-in capital                                           |                                                                                                    
|                                           | Retained earnings                                                    |                                                                                                    
|                                           |                                                                      |                                                                                                    
|                                           |                                                                      | Total stockholders' equity                                                                         
|                                           |                                                                      |                                                                                                    
|Total liabilities and stockholders' equity |                                                                      | $                                                                                                  
|                                           |                                                                      |                                                                                                    

See
accompanying notes.

63

---





ACME PACKET, INC.        CONSOLIDATED STATEMENTS OF OPERATIONS        (in thousands, except share and per share data)

|                                                                                                                                   |                                  | Years Ended December 31, |       
|---------------------------------------------------------------------------------------------------------------------------------- | -------------------------------- | ------------------------ | ------
|
|Revenue:                                                                                                                           |                                  |                          |       
|                                                                                                                                   | Product                          |                          | $     
|                                                                                                                                   | Maintenance, support and service |                          |       
|                                                                                                                                   |                                  |                          |       
|                                                                                                                                   |                                  | Total revenue            |       
|                                                                                                                                   |                                  |                          |       
|Cost of revenue(1):                                                                                                                |                                  |                          |       
|                                                                                                                                   | Product                          |                          |       
|                                                                                                                                   | Maintenance, support and service |                          |       
|                                                                                                                                   |                                  |                          |       
|                                                                                                                                   |                                  | Total cost of revenue    |       
|                                                                                                                                   |                                  |                          |       
|Gross profit                                                                                                                       |                                  |                          | 90,709
|                                                                                                                                   |                                  |                          |       
|Operating expenses(1):                                                                                                             |                                  |                          |       
|                                                                                                                                   | Sales and marketing              |                          |       
|                                                                                                                                   | Research and development         |                          |       
|                                                                                                                                   | General and administrative       |                          |       
|                                                                                                                                   |                                  |                          |       
|                                                                                                                                   |                                  | Total operating expenses |       
|                                                                                                                                   |                                  |                          |       
|Income (loss) from operations                                                                                                      |                                  |                          | 24,532
|                                                                                                                                   |                                  |                          |       
|Other income (expense):                                                                                                            |                                  |                          |       
|                                                                                                                                   | Interest income, net             |                          |       
|                                                                                                                                   | Interest expense                 |                          |       
|                                                                                                                                   | Other expense                    |                          |       
|                                                                                                                                   |                                  |                          |       
|                                                                                                                                   |                                  | Total other income, net  |       
|                                                                                                                                   |                                  |                          |       
|Income (loss) before provision for (benefit from) income taxes                                                                     |                                  |                          | 30,901
|Provision for (benefit from) income taxes                                                                                          |                                  |                          | 11,340
|                                                                                                                                   |                                  |                          |       
|Net income (loss)                                                                                                                  |                                  | $                        | 19,561
|                                                                                                                                   |                                  |                          |       
|Net income (loss) per share applicable to common stockholders (Note 2):                                                            |                                  |                          |       
|                                                                                                                                   | Basic                            |                          | $     
|                                                                                                                                   |                                  |                          |       
|                                                                                                                                   | Diluted                          |                          | $     
|                                                                                                                                   |                                  |                          |       
|Weighted average number of common shares used in the calculation of net income (loss) per share applicable to common stockholders: |                                  |                          |       
|                                                                                                                                   | Basic                            |                          |       
|                                                                                                                                   |                                  |                          |       
|                                                                                                                                   | Diluted                          |                          |       
|                                                                                                                                   |                                  |                          |       

---

| | Cost of product revenue                          |  | $ | 267   |  | $ | 27  |  | $ | 
| | ------------------------------------------------ |  | - | ----- |  | - | --- |  | - | -
| | Cost of maintenance, support and service revenue |  |   | 294   |  |   | 49  |  |   | 
| | Sales and marketing                              |  |   | 2,377 |  |   | 337 |  |   | 
| | Research and development                         |  |   | 2,118 |  |   | 296 |  |   | 
| | General and administrative                       |  |   | 994   |  |   | 158 |  |   | 

See
accompanying notes.

64

---





ACME PACKET, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in thousands, except share data)

|                                                                                                                   |  | Series A Convertible Preferred Stock |   | Series B Convertible Preferred Stock |    | Series C Convertible Preferred Stock |             |   |   |     |   |            |   |   |    |   |            |   |  
|------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------ | - | ------------------------------------ | -- | ------------------------------------ | ----------- | - | - | --- | - | ---------- | - | - | -- | - | ---------- | - | -
|
|
|
|Balance at December 31, 2004                                                                                       |  | 3,759,531                            |   | $                                    | 4  |                                      | 20,676,816  |   | $ | 21  |   | 7,754,012  |   | $ | 8  |   | 15,643,068 |   | $
|Issuance of restricted common stock                                                                                |  |                                     |   |                                      |   |                                      |            |   |   |    |   |           |   |   |   |   | 45,500     |   |  
|Repurchase and retirement of common stock                                                                          |  |                                     |   |                                      |   |                                      |            |   |   |    |   |           |   |   |   |   | (1,021     | ) |  
|Exercise of stock options                                                                                          |  |                                     |   |                                      |   |                                      |            |   |   |    |   |           |   |   |   |   | 165,624    |   |  
|Proceeds from the repayment of employee notes receivable                                                           |  |                                     |   |                                      |   |                                      |            |   |   |    |   |           |   |   |   |   |           |   |  
|Net loss                                                                                                           |  |                                     |   |                                      |   |                                      |            |   |   |    |   |           |   |   |   |   |           |   |  
|                                                                                                                   |  |                                      |   |                                      |    |                                      |             |   |   |     |   |            |   |   |    |   |            |   |  
|Balance at December 31, 2005                                                                                       |  | 3,759,531                            |   |                                      | 4  |                                      | 20,676,816  |   |   | 21  |   | 7,754,012  |   |   | 8  |   | 15,853,171 |   |  
|Conversion of preferred stock in connection with the Company's initial public offering                             |  | (3,759,531                           | ) |                                      | (4 | )                                    | (20,676,816 | ) |   | (21 | ) | (7,754,012 | ) |   | (8 | ) | 32,190,359 |   |  
|Issuance of common stock in connection with the Company's initial public offering, net of issuance costs of $2,727 |  |                                     |   |                                      |   |                                      |            |   |   |    |   |           |   |   |   |   | 9,721,179  |   |  
|Exercise of stock options                                                                                          |  |                                     |   |                                      |   |                                      |            |   |   |    |   |           |   |   |   |   | 801,276    |   |  
|Stock-based compensation expense                                                                                   |  |                                     |   |                                      |   |                                      |            |   |   |    |   |           |   |   |   |   |           |   |  
|Tax benefit related to exercise of stock options                                                                   |  |                                     |   |                                      |   |                                      |            |   |   |    |   |           |   |   |   |   |           |   |  
|Net income                                                                                                         |  |                                     |   |                                      |   |                                      |            |   |   |    |   |           |   |   |   |   |           |   |  
|                                                                                                                   |  |                                      |   |                                      |    |                                      |             |   |   |     |   |            |   |   |    |   |            |   |  
|Balance at December 31, 2006                                                                                       |  |                                     |   |                                      |   |                                      |            |   |   |    |   |           |   |   |   |   | 58,565,985 |   |  
|Issuance of common stock pursuant to the exercise of common stock warrants                                         |  |                                     |   |                                      |   |                                      |            |   |   |    |   |           |   |   |   |   | 112,571    |   |  
|Repurchase of common stock                                                                                         |  |                                     |   |                                      |   |                                      |            |   |   |    |   |           |   |   |   |   | (30,208    | ) |  
|Exercise of common stock options                                                                                   |  |                                     |   |                                      |   |                                      |            |   |   |    |   |           |   |   |   |   | 1,781,424  |   |  
|Stock based compensation expense                                                                                   |  |                                     |   |                                      |   |                                      |            |   |   |    |   |           |   |   |   |   |           |   |  
|Tax benefit related to exercise of stock options                                                                   |  |                                     |   |                                      |   |                                      |            |   |   |    |   |           |   |   |   |   |           |   |  
|Net Income                                                                                                         |  |                                     |   |                                      |   |                                      |            |   |   |    |   |           |   |   |   |   |           |   |  
|                                                                                                                   |  |                                      |   |                                      |    |                                      |             |   |   |     |   |            |   |   |    |   |            |   |  
|Balance at December 31, 2007                                                                                       |  |                                     |   | $                                    |   |                                      |            |   | $ |    |   |           |   | $ |   |   | 60,429,772 |   | $
|                                                                                                                   |  |                                      |   |                                      |    |                                      |             |   |   |     |   |            |   |   |    |   |            |   |  

See accompanying notes.

65

---





ACME PACKET, INC.        CONSOLIDATED STATEMENTS OF CASH FLOWS        (in thousands)

|                                                                                                                   |                                                  | Years Ended December 31,                       |                                                    
|------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------ | ---------------------------------------------- | ---------------------------------------------------
|
|Operating activities                                                                                               |                                                  |                                                |                                                    
|Net income (loss)                                                                                                  |                                                  | $                                              | 19,561                                             
|Adjustments to reconcile net income (loss) to net cash provided by operating activities:                           |                                                  |                                                |                                                    
|                                                                                                                   | Depreciation and amortization                    |                                                |                                                    
|                                                                                                                   | Provision for bad debts                          |                                                |                                                    
|                                                                                                                   | Stock-based compensation expense                 |                                                |                                                    
|                                                                                                                   | Deferred income taxes                            |                                                |                                                    
|                                                                                                                   | Tax benefit related to exercise of stock options |                                                |                                                    
|                                                                                                                   | Change in operating assets and liabilities:      |                                                |                                                    
|                                                                                                                   |                                                  | Accounts receivable                            |                                                    
|                                                                                                                   |                                                  | Inventory                                      |                                                    
|                                                                                                                   |                                                  | Other current assets                           |                                                    
|                                                                                                                   |                                                  | Accounts payable                               |                                                    
|                                                                                                                   |                                                  | Accrued expenses and other current liabilities |                                                    
|                                                                                                                   |                                                  | Deferred revenue                               |                                                    
|                                                                                                                   |                                                  |                                                |                                                    
|Net cash provided by operating activities                                                                          |                                                  |                                                | 16,403                                             
|                                                                                                                   |                                                  |                                                |                                                    
|Investing activities                                                                                               |                                                  |                                                |                                                    
|Purchases of property and equipment                                                                                |                                                  |                                                | (5,462                                             
|Decrease (increase) in other assets                                                                                |                                                  |                                                | 146                                                
|                                                                                                                   |                                                  |                                                |                                                    
|                                                                                                                   |                                                  |                                                | Net cash used in investing activities              
|                                                                                                                   |                                                  |                                                |                                                    
|Financing activities                                                                                               |                                                  |                                                |                                                    
|Proceeds from sale of common stock in connection with the Company's initial public offering, net of issuance costs |                                                  |                                                |                                                   
|Proceeds from sale of common stock                                                                                 |                                                  |                                                |                                                   
|Payments made for repurchase of common stock                                                                       |                                                  |                                                | (8                                                 
|Proceeds from exercise of stock options                                                                            |                                                  |                                                | 1,741                                              
|Proceeds from repayment of employee notes receivable                                                               |                                                  |                                                |                                                   
|Tax benefit related to exercise of stock options                                                                   |                                                  |                                                | 4,886                                              
|Payments on long-term debt                                                                                         |                                                  |                                                |                                                   
|                                                                                                                   |                                                  |                                                |                                                    
|                                                                                                                   |                                                  |                                                | Net cash provided by (used in) financing activities
|                                                                                                                   |                                                  |                                                |                                                    
|Net increase (decrease) in cash and cash equivalents                                                               |                                                  |                                                | 17,706                                             
|Cash and cash equivalents at beginning of year                                                                     |                                                  |                                                | 118,714                                            
|                                                                                                                   |                                                  |                                                |                                                    
|Cash and cash equivalents at end of year                                                                           |                                                  | $                                              | 136,420                                            
|                                                                                                                   |                                                  |                                                |                                                    
|Supplemental disclosure of cash flow information                                                                   |                                                  |                                                |                                                    
|Cash paid for interest                                                                                             |                                                  | $                                              |                                                   
|                                                                                                                   |                                                  |                                                |                                                    
|Cash paid for income taxes                                                                                         |                                                  | $                                              | 7,641                                              
|                                                                                                                   |                                                  |                                                |                                                    

See
accompanying notes.

66

---



ACME PACKET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2007, 2006 and 2005

(in thousands, except share and per share data)

1. Business Description

Acme Packet, Inc. (the Company) was incorporated in the State of Delaware on August 3, 2000. The Company provides session border controllers that
enable service providers to deliver secure and high quality interactive communicationsvoice, video and other real-time multimedia sessionsacross Internet Protocol
network borders. The Company is headquartered in Burlington, Massachusetts and has sales offices there, as well as in Europe and Asia.

2. Summary of Significant Accounting Policies

The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these
notes to the consolidated financial statements.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and
transactions have been eliminated in consolidation.

Management's Estimates and Uncertainties

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period.

Significant
estimates and judgments relied upon by management in preparing these financial statements include revenue recognition, allowances for doubtful accounts, reserves for excess
and obsolete inventory, expensing and capitalization of research and development costs for software, stock-based compensation expense, warranty allowances, and the recoverability of the Company's net
deferred tax assets and related valuation allowance.

Although
the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become
known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from management's
estimates if these results differ from historical experience or other assumptions prove not to be substantially accurate, even if such assumptions are reasonable when made.

The
Company is subject to a number of risks similar to those of other companies of similar size in its industry, including, but not limited to, rapid technological changes, competition
from substitute products and services from larger companies, limited number of suppliers, customer concentration, government regulations, management of international activities, protection of
proprietary rights, patent litigation, and dependence on key individuals.

67

---



ACME PACKET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2007, 2006 and 2005

(in thousands, except share and per share data)

2. Summary of Significant Accounting Policies (Continued)

Cash and Cash Equivalents and Restricted Cash

Cash equivalents consist of highly liquid investments with original maturities of 90 days or less. Cash equivalents are carried at cost, which approximate
their fair market value. Cash and cash equivalents consisted of the following:

December 31,2007

2006Cash

$
5,838

$
4,378Money market funds


130,582


114,336Total cash and cash equivalents

$
136,420

$
118,714


As
of December 31, 2007 and December 31, 2006, the Company had restricted cash in the amount of $333 and $479, respectively, as collateral related to its
facility leases. The Company's restriction with respect to this amount expires in June 2010 for the Burlington, Massachusetts leases and July 2011 for the Madrid, Spain lease, respectively. In April
2007, the restrictions against $150 associated with the Burlington lease expired. As a result, this amount has been classified as current as of December 31, 2006, while the remaining amount
expires in June 2010.

Revenue Recognition

The Company recognizes revenue in accordance with the American Institute of Certified Public Accountants (AICPA) Statement of Position (SOP) 97-2, Software
Revenue Recognition,SOP 98-9,Software Revenue Recognition With Respect to Certain
Transactions,and the Emerging Issues Task Force (EITF) Issue No. 03-5,Applicability of AICPA Statement of Position 97-2
to Nonsoftware Deliverables in an Arrangement Containing More-Than-Incidental Software. The Company has determined that the software element of its
product is "more than incidental" to its products as a whole. As a result, in accordance with EITF Issue No. 03-5, the Company is required to recognize revenue under
SOP 97-2 and SOP 98-9.

In
accordance with these standards, revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collection of
the related accounts receivable is deemed probable. In making these judgments, management evaluates these criteria as follows:



68

---



ACME PACKET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2007, 2006 and 2005

(in thousands, except share and per share data)

2. Summary of Significant Accounting Policies (Continued)



A
substantial amount of the Company's sales involve multiple element arrangements, such as products, maintenance, professional services, and training. When arrangements include multiple
elements, the Company allocates the total fee among the various elements using the residual method. Under the residual method, revenue is recognized when vendor specific objective evidence (VSOE) of
fair value exists for all of the undelivered elements of the arrangement, but does not exist for one or more of the delivered elements of the arrangement. Each arrangement requires the Company to
analyze the individual elements in the transaction and to estimate the fair value of each undelivered element, which typically represents maintenance and services. Revenue is allocated to each of the
undelivered elements based on its respective fair value, with the fair value determined by the price charged when that element is sold separately.

Maintenance,
support, and service revenue include sales of maintenance and other services, including professional services, training, and reimbursable travel.

Maintenance
and support services include telephone support, return and repair services, and unspecified rights to product upgrades and enhancements, and are recognized ratably over the
term of the service period, which is generally 12 months. Maintenance and support revenue is generally deferred until the related product has been accepted and all other revenue recognition
criteria have been met.

Professional
services and training revenue is recognized as the related service has been performed.

The
Company's products and services are distributed indirectly through distribution partners and directly through the Company's sales force. Revenue generated through arrangements with
distribution partners is recognized when the above criteria are met and only when the Company receives evidence that the distribution partner has an order from an end-user customer. The
Company typically does not offer contractual rights of return, stock balancing or price protection to its distribution partners, and actual product returns from them have been insignificant to date.
As a result, the Company does not maintain reserves for product returns and related allowances.

In
accordance with EITF Issue No. 00-10,Accounting for Shipping and Handling Fees, the Company has classified the
reimbursement by customers of shipping and handling costs as revenue and the associated cost as cost of revenue. Reimbursed shipping and handling costs, included in service revenue and costs of
service revenue, totaled approximately $52, $82 and $32 for the years ended December 31, 2007, 2006 and 2005, respectively.

69

---



ACME PACKET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2007, 2006 and 2005

(in thousands, except share and per share data)

2. Summary of Significant Accounting Policies (Continued)

In
accordance with EITF Issue No. 01-14,Income Statement Characterization of Reimbursements Received for
"Out-of-Pocket" Expenses Incurred, the Company included approximately $641, $516 and $165 of out-of-pocket expenses in service
revenue and cost of service revenue in the years ended December 31, 2007, 2006 and 2005, respectively.

Allowance for Doubtful Accounts

The Company reduces gross trade accounts receivable by an allowance for doubtful accounts. The allowance for doubtful accounts is the Company's best estimate of
the amount of probable credit losses in the Company's existing accounts receivable. The Company reviews its allowance for doubtful accounts on a regular basis and all past due balances are reviewed
individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
Provisions for doubtful accounts are recorded in general and administrative expenses.

Below
is a summary of the changes in the Company's allowance for doubtful accounts for the years ended December 31, 2007, 2006 and 2005:

|                             |  | Balance at
Beginning of
Period |     | Provision |   | Write-offs |  | Balance at
End of
Period
|---------------------------- |  | ------------------------------ | --- | --------- | - | ---------- |  | ------------------------
|Year Ended December 31, 2007 |  | $                              | 695 |           | $ | 139        |  | $                       
|Year Ended December 31, 2006 |  |                                | 433 |           |   | 343        |  |                         
|Year Ended December 31, 2005 |  |                                | 131 |           |   | 410        |  |                         

Inventory

Inventory is stated at the lower of cost, determined on a first-in, first-out basis, or market, and consists primarily of finished
products.

The
Company provides for inventory losses based on obsolescence and levels in excess of forecasted demand. In these cases, inventory is reduced to estimated realizable value based on
historical usage and expected demand. Inherent in the Company's estimates of market value in determining inventory valuation are estimates related to economic trends, future demand for the Company's
products, and technical obsolescence of products.

When
products have been delivered, but the product revenue associated with the arrangement has been deferred as a result of not meeting the revenue recognition criteria required by
SOP 97-2, the Company includes the costs for the delivered items in inventory until recognition of the related revenue occurs.

70

---



ACME PACKET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2007, 2006 and 2005

(in thousands, except share and per share data)

2. Summary of Significant Accounting Policies (Continued)

Property and Equipment

Property and equipment is stated at cost. Depreciation and amortization is expensed using the straight-line method over the estimated useful lives of
the assets as follows:

Assets Classification

Estimated Useful LifeComputer hardware and software

3 yearsFurniture and fixtures

3 yearsOffice and engineering equipment

3 yearsEvaluation systems

2 yearsLeasehold improvements

Shorter of asset's useful life or
remaining life of the lease


Evaluation
systems are carried at the lower of their depreciated value or their net realizable value.

Property
and equipment consists of the following:

December 31,2007

2006Computer hardware and software

$
4,376

$
3,240Furniture and fixtures


1,521


1,282Office and engineering equipment


5,457


3,771Evaluation systems


8,375


6,018Leasehold improvements


1,100


1,05620,829


15,367Less accumulated depreciation and amortization


(13,486
)

(8,510
)Property and equipment, net

$
7,343

$
6,857


Depreciation
expense was $4,976, $3,481 and $1,966 for the years ended December 31, 2007, 2006 and 2005, respectively.

Expenditures
for maintenance and repairs are charged to expense as incurred, whereas major betterments are capitalized as additions to property and equipment. The Company reviews its
property and equipment whenever events or changes in circumstances indicate that the carrying value of certain assets might not be recoverable. In these instances, the Company recognizes an impairment
loss when it is probable that the estimated cash flows are less than the carrying value of the asset. To date, no such impairment losses have been recorded.

Financial Instruments

Financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, and accounts payable. The estimated fair value of these
financial instruments approximates their carrying value.

71

---



ACME PACKET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2007, 2006 and 2005

(in thousands, except share and per share data)

2. Summary of Significant Accounting Policies (Continued)

Concentrations of Credit Risk and Off-Balance Sheet Risk

The Company has no significant off-balance sheet risk such as foreign exchange contracts, option contracts, or other foreign hedging arrangements.
Financial instruments that potentially expose the Company to concentrations of credit risk consist mainly of cash and cash
equivalents and accounts receivable. The Company maintains its cash and cash equivalents principally in accredited financial institutions of high credit standing. The Company routinely assesses the
credit worthiness of its customers. The Company generally has not experienced any material losses related to receivables from individual customers or groups of customers. The Company does not require
collateral. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company's amounts receivable.

The
Company had certain customers whose revenue individually represented 10% or more of the Company's total revenue, as follows:

Years Ended December 31,2007

2006

2005Customer A

17
%
*

11
%Customer B

15

11
%
*Customer C

13

16

14Customer D

11

*

*Customer E

*

*

14Customer F

*

*

12


---

The
Company had certain customers whose accounts receivable balances individually represented 10% or more of the Company's total accounts receivable, as follows:

December 31,2007

2006Customer D

21
%
*Customer A

20

12
%Customer B

10

*Customer G

*

11Customer F

*

10Customer H

*

10


---

Product Warranties

Substantially all of the Company's products are covered by a standard warranty of 90 days for software and one year for hardware. In the event of a failure
of product or software covered by this warranty, the Company must repair or replace the software or product or, if those remedies are

72

---



ACME PACKET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2007, 2006 and 2005

(in thousands, except share and per share data)

2. Summary of Significant Accounting Policies (Continued)

insufficient,
and at the discretion of the Company, provide a refund. The Company's customers typically purchase maintenance and support contracts, which encompass its warranty obligations. The
Company's warranty reserve reflects estimated material and labor costs for potential or actual product issues in its installed base that are not covered under maintenance contracts but for which the
Company expects to incur an obligation. The Company's estimates of anticipated rates of warranty claims and costs are primarily based on historical information and future forecasts. The Company
periodically assesses the adequacy of the warranty allowance and adjusts the amount as necessary.

The
following is a summary of changes in the amount reserved for warranty costs for the years ended December 31, 2007 and 2006:

Balance at December 31, 2005

$
392Provision for warranty costs


863Uses


(794
)Balance at December 31, 2006


461Provision for warranty costs


617Uses/Reductions


(810
)Balance at December 31, 2007

$
268


Stock-Based Compensation

At December 31, 2007, the Company had three stock-based compensation plans, which are more fully described in Note 6.

Through
December 31, 2005, the Company accounted for its stock-based awards to employees using the intrinsic value method prescribed in Accounting Principles Board (APB) Opinion
No. 25,Accounting for Stock Issued to Employees, and related interpretations. Under the intrinsic value method, compensation expense is measured
on the date of grant as the difference between the deemed fair value of the Company's common stock and the stock option exercise price or restricted stock award purchase price multiplied by the number
of stock options or restricted stock awards granted. Generally, the Company granted stock-based awards with exercise prices equal to the estimated fair value of its common stock; however, to the
extent that the deemed fair value of the common stock exceeded the exercise or purchase price of stock-based awards granted to employees on the date of grant, the Company amortized the expense over
the vesting schedule of the awards, generally four years. The fair value of the Company's common stock was determined by the Company's Board of Directors (the Board).

Given
the absence of a public market for the Company's common stock prior to the completion of the Company's initial public offering (IPO), the fair value for the Company's common stock
was estimated by the Board, with input from management. The Board exercised judgment in determining the estimated fair value of the Company's common stock on the date of grant based on several
factors, including the liquidation preferences, dividend rights and voting control attributable to the Company's then-outstanding convertible preferred stock and, primarily, the likelihood
of achieving a liquidity event such as an initial public offering or sale of the Company. In the absence of a public trading market for

73

---



ACME PACKET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2007, 2006 and 2005

(in thousands, except share and per share data)

2. Summary of Significant Accounting Policies (Continued)

the
Company's common stock, the Board considered objective and subjective factors in determining the fair value of the Company's common stock. The Company believes this to have been a reasonable
methodology based upon the Company's internal peer company analyses and based on several arm's-length transactions involving the Company's common stock supportive of the results produced by this
valuation methodology.

On
December 16, 2004 the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 123(R), Share-Based Payment, which is a revision of SFAS
No. 123,Accounting for Stock-Based
Compensation.SFAS No. 123(R) supersedes APB Opinion No. 25, and amends SFAS No. 95,Statement of Cash
Flows. Generally, the approach under SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all
share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative.
The Company adopted SFAS No. 123(R) starting on January 1, 2006.

Effective
with the adoption of SFAS No. 123(R), the Company has elected to use the Black-Scholes option pricing model to determine the weighted average fair value of stock options
granted. In accordance with SFAS No. 123(R), the Company recognizes the compensation cost of stock-based awards on a straight-line basis over the vesting period of the award.

As
there was no public market for its common stock prior to October 13, 2006, the effective date of the Company's IPO, the Company determined the volatility for options granted in
2006 based on an analysis of reported data for a peer group of companies that issued options with substantially similar terms. The expected volatility of options granted has been determined using an
average of the historical volatility measures of this peer group of companies. The expected life of options has been determined utilizing the "simplified" method as prescribed by the SEC's Staff
Accounting Bulletin No. 107,Share-Based Payment. The risk-free interest rate is based on a treasury instrument whose term is
consistent with the expected life of the stock options. The Company has not paid and does not anticipate paying cash dividends on its common stock; therefore, the expected dividend yield is assumed to
be zero. In addition, SFAS No. 123(R) requires companies to utilize an estimated forfeiture rate when calculating the expense for the period, whereas, SFAS No. 123 permitted companies to
record forfeitures based on actual forfeitures, which was the Company's historical policy under SFAS No. 123. As a result, the Company applied an estimated forfeiture rate of 7.00% and 11.25%
for the years ended December 31, 2007 and 2006 respectively, in determining the expense recorded in the accompanying consolidated statement of operations. The weighted-average fair values of
options granted were $7.62 and $5.43 for the years ended December 31, 2007 and 2006, respectively. The weighted-average assumptions utilized to determine such values are presented in the
following table:

Year Ended
December 31, 2007

Year Ended
December 31, 2006Risk-free interest rate

4.56
%
4.79
%Expected volatility

56.28
%
81.44
%Expected life

5.41 years

6.25 yearsDividend yield






74

---



ACME PACKET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2007, 2006 and 2005

(in thousands, except share and per share data)

2. Summary of Significant Accounting Policies (Continued)

The Company recorded stock-based compensation expense of $6,050 and $867 for the years ended December 31, 2007 and 2006, respectively. As of
December 31 2007, there was $19,632 of unrecognized compensation expense related to unvested stock option awards that is expected to be recognized over a weighted-average period of
2.55 years.

The
Company accounts for transactions in which services are received from nonemployees in exchange for equity instruments based on the fair value of such services received or of the
equity instruments issued, whichever is more reliably measured, in accordance with SFAS No. 123(R), and EITF Issue No. 96-18,Accounting for Equity
Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction With Selling, Goods or Services. There were no stock-based awards made to
non-employees in the years ended December 31, 2007, 2006 or 2005.

See
Note 6 for a summary of the stock option activity under the Company's stock-based compensation plans for the years ended December 31, 2007, 2006 and 2005.

Research and Development

Research and development expense includes costs incurred to develop intellectual property and are charged to expense as incurred. The costs for the development of
new software and substantial enhancements to existing software are expensed as incurred until technological feasibility has been established, at which time any additional costs would be capitalized.
The Company has determined that technological feasibility is established at the time a working model of software is completed. Because the Company believes its current process for developing software
will be essentially completed concurrently with the establishment of technological feasibility, no costs have been capitalized to date.

Comprehensive Income (Loss)

SFAS No. 130,Reporting Comprehensive Income,establishes standards for reporting and displaying
comprehensive income (loss) and its components in financial statements. Comprehensive income (loss) is defined as the change in stockholders' equity of a business enterprise during a period from
transactions and other events and circumstances from non-owner sources. The comprehensive income (loss) for all periods presented does not differ from the reported net income (loss).

Net Income (Loss) Per Share

The Company calculates net income per share in accordance with SFAS No. 128,Earnings Per Share(SFAS
No. 128). Through December 31, 2006, the Company calculated net income per share in accordance with SFAS No. 128, as clarified by EITF Issue No. 03-6, Participating Securities and the Two-Class Method Under
FASB Statement No. 128, Earnings Per Share. EITF Issue
No. 03-6 clarifies the use of the "two-class" method of calculating earnings per share as originally prescribed in SFAS No. 128. Effective for periods beginning
after March 31, 2004, EITF Issue No. 03-6 provides guidance on how to determine whether a security should be considered a "participating security" for purposes of computing
earnings per share and how earnings should be allocated to a participating security when using the two-class method for computing basic earnings per share. The Company determined that its

75

---



ACME PACKET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2007, 2006 and 2005

(in thousands, except share and per share data)

2. Summary of Significant Accounting Policies (Continued)

convertible
preferred stock represented a participating security and therefore adopted the provisions of EITF Issue No. 03-6 for all periods presented prior to December 31,
2006.

Under
the two-class method, basic net income (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted-average number
of common shares outstanding for the fiscal period. Diluted net income (loss) per share is computed using the more dilutive of (a) the two-class method or (b) the
if-converted method. The Company allocates net income first to preferred stockholders based on dividend rights under the Company's charter and then to common stockholders based on
ownership interests. Net losses are not allocated to preferred stockholders. Diluted net income (loss) per share gives effect to all potentially dilutive securities, including stock options, using the
treasury stock method. For the year ended December 31, 2005, the Company incurred net losses. As such, the two-class method was not applicable. For the year ended
December 31, 2006, the Company used the if-converted method to compute net income per share as the effect was more dilutive than the two-class method.

Commencing
on January 1, 2007, EITF Issue No. 03-6 no longer applied due to the conversion of all shares of convertible preferred stock outstanding into shares
of the Company's common stock, upon the completion of the Company's IPO.

76

---



ACME PACKET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2007, 2006 and 2005

(in thousands, except share and per share data)

2. Summary of Significant Accounting Policies (Continued)

A
reconciliation of the denominator used in the calculation of basic and diluted net income (loss) per share is as follows:

|                                    |                                                                                                                              | Years Ended December 31, |  
|----------------------------------- | ---------------------------------------------------------------------------------------------------------------------------- | ------------------------ | -
|
|Numerator:                          |                                                                                                                              |                          |  
|                                    | Net income (loss), as reported                                                                                               |                          | $
|                                    |                                                                                                                              |                          |  
|Denominator:                        |                                                                                                                              |                          |  
|                                    | Weighted-average number of shares of common stock outstanding                                                                |                          |  
|                                    | Less: Weighted-average number of unvested restricted common shares outstanding                                               |                          |  
|                                    |                                                                                                                              |                          |  
|                                    | Weighted-average number of common shares used in calculating basic net income (loss) per common share                        |                          |  
|                                    | Weighted-average number of common shares issuable upon exercise of outstanding stock options, based on treasury stock method |                          |  
|                                    | Weighted-average number of unvested restricted common shares outstanding                                                     |                          |  
|                                    | Weighted-average number of common shares issuable upon exercise of common stock warrant                                      |                          |  
|                                    |                                                                                                                              |                          |  
|                                    | Weighted-average number of common shares used in computing diluted net income (loss) per common share                        |                          |  
|                                    |                                                                                                                              |                          |  
|Net income (loss) per common Share: |                                                                                                                              |                          |  
|                                    | Basic                                                                                                                        |                          | $
|                                    |                                                                                                                              |                          |  
|                                    | Diluted                                                                                                                      |                          | $
|                                    |                                                                                                                              |                          |  

The
following weighted-average common share equivalents have been excluded from the computation of diluted weighted-average shares outstanding as of December 31, 2007, 2006 and
2005, respectively, as their effect would have been be antidilutive:

As of December 31,2007

2006

2005Participating convertible preferred stock





32,190,359Options outstanding, based on treasury stock method

1,764,420

260,753

1,775,672Warrants





125,000


77

---



ACME PACKET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2007, 2006 and 2005

(in thousands, except share and per share data)

2. Summary of Significant Accounting Policies (Continued)

Impairment of Long-Lived Assets

The Company accounts for its long-lived assets in accordance with SFAS No. 144,Accounting for the Impairment or
Disposal of Long-Lived Assets. This statement requires that long-lived assets and certain identifiable intangible assets be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Any write-downs are treated as permanent reductions in the carrying amount of the
assets. Based on this evaluation, the Company believes that, as of each of the balance sheet dates presented, none of the Company's long-lived assets were impaired.

Capitalized Internal-Use Software

The Company capitalizes certain costs incurred to purchase or create internal-use software in accordance with SOP 98-1, Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use. To date, such costs have included external direct costs of
materials and services incurred in the implementation of internal-use software and are included within computer hardware and software. Once the capitalization criteria of
SOP 98-1 have been met, such costs are classified as software and are amortized on a straight-line basis over three years once the software has been put into use.
Subsequent additions, modifications, or upgrades to internal-use software are capitalized only to the extent that they allow the software to perform a task it previously did not perform.
Software maintenance and training costs are expensed in the period in which they are incurred.

Foreign Currency Translation

The financial statements of the Company's foreign subsidiaries are translated in accordance with SFAS No. 52,Foreign Currency
Translation. The functional currency of the Company's foreign subsidiaries in the United Kingdom, Japan, and Hong Kong is the U.S. dollar. Accordingly, all assets and
liabilities of these foreign subsidiaries are remeasured into U.S. dollars using the exchange rates in effect at the balance sheet date. Revenue and expenses of these foreign subsidiaries are
remeasured into U.S. dollars at the average rates in effect during the year. Any differences resulting from the remeasurement of assets, liabilities, and operations of the United Kingdom, Japan, and
Hong Kong subsidiaries are recorded within other income (expense) in the accompanying consolidated statements of operations. During the years ended December 31, 2007. 2006 and 2005 the Company
recorded foreign currency losses of $51, $17, and $36, respectively, in other income (expense).

Income Taxes

The Company accounts for income taxes in accordance with SFAS No. 109,Accounting for Income Taxes, which
is the asset and liability method for accounting and reporting for income taxes. Under SFAS No. 109, deferred tax assets and liabilities are recognized based on temporary differences between
the financial reporting and income tax bases of assets and liabilities using statutory rates. In addition, SFAS No. 109 requires a valuation allowance against net deferred tax assets if, based
upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

78

---



ACME PACKET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2007, 2006 and 2005

(in thousands, except share and per share data)

2. Summary of Significant Accounting Policies (Continued)

The
Company adopted the provisions of FIN 48, an interpretation of SFAS No. 109, on January 1, 2007. FIN 48 clarifies the accounting for uncertainty in income
taxes recognized in an enterprise's financial statements in accordance with SFAS No. 109 and prescribes a recognition threshold and measurement process for financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition. At the adoption date and as of December 31, 2007, the Company had no material unrecognized tax benefits and no adjustments to liabilities, retained earnings
or operations were required.

Advertising Expense

Advertising expense primarily includes promotional expenditures and is expensed as incurred, as such efforts have not met the direct-response criteria required
for capitalization. Amounts incurred for advertising expense were not material for the years ended December 31, 2007, 2006, and 2005.

Recent Accounting Pronouncements

In September 2006, FASB issued SFAS No. 157,Fair Value Measurements, which defines fair value, establishes
a framework for measuring fair value under generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies to other accounting
pronouncements that require or permit fair value measurements. The new guidance is effective for financial statements issued for fiscal years beginning after November 15, 2007, and for interim
periods within those fiscal years. The adoption of SFAS No. 157 is not expected to have a material effect on the Company's consolidated financial position and results of operations.

In
February 2007, the FASB released SFAS No. 159,The Fair Value Option for Financial Assets and Financial Liabilities,which is
effective for fiscal years beginning after November 15, 2007. This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The
objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting provisions. The adoption of SFAS No. 159 is not expected to have a material effect on the Company's consolidated financial position and results
of operations.

In
December 2007, the FASB issued SFAS No. 141 (Revised 2007),Business Combinations. This Statement retains the fundamental
requirements in Statement 141 that the acquisition method of accounting (which SFAS No. 141 called the purchase method) be used for all business combinations and for an acquirer to be
identified for each business combination. SFAS 141(R) requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the
acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the Statement. That replaces SFAS No. 141's cost-allocation
process, which required the cost of an acquisition to be allocated to the individual assets acquired and liabilities assumed based on their estimated fair values. The Statement retains the guidance in
SFAS No. 141 for identifying and recognizing intangible assets separately from goodwill. SFAS 141(R) will now require acquisition costs

79

---



ACME PACKET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2007, 2006 and 2005

(in thousands, except share and per share data)

2. Summary of Significant Accounting Policies (Continued)

to
be expensed as incurred, restructuring costs associated with a business combination must generally be expensed prior to the acquisition date and changes in deferred tax asset valuation allowances
and income tax uncertainties after the acquisition date generally will affect income tax expense. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date
is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, which is the Company's 2009 fiscal year. Earlier adoption is prohibited.

3. Debt

On June 22, 2001, the Company entered into a $1,000 capital expenditure line of credit (the Capital Equipment Line). The Capital Equipment Line was
modified in August 2002, to increase the amount available to $1,750. Outstanding amounts under the Capital Equipment Line accrued interest at the bank's prime rate plus 3.25%3.50% at the
funding date of each advance. Any advances from the Capital Equipment Line were payable in equal payments over 36-consecutive months commencing on the funding day. The Capital Equipment
Line was collateralized by all business assets of the Company and expired on March 31, 2003, at which time the amounts outstanding converted into a term loan payable. During the year ended
December 31, 2005, the Company paid all amounts owed under the Capital Equipment Line. There were no amounts outstanding as of December 31, 2007, 2006 or 2005.

4. Income Taxes

Income before the provision for (benefit) from income taxes consists of the following:

Years Ended December 31,2007

2006

2005Domestic

$
30,514

$
25,185

$
(60
)Foreign


387


236


25Total

$
30,901

$
25,421

$
(35
)


80

---



ACME PACKET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2007, 2006 and 2005

(in thousands, except share and per share data)

4. Income Taxes (Continued)

The
provision for (benefit from) income taxes in the accompanying consolidated financial statements consists of the following:

Years Ended December 31,2007

2006

2005Current provision:Federal

$
9,946

$
1,115

$
State


1,095


159


Foreign


107


63


Total


11,148


1,337


Deferred provision (benefit):Federal


(204
)

(3,361
)

State


396


(1,419
)

Total


192


(4,780
)

Total benefit:

$
11,340

$
(3,443
)
$



A
reconciliation of the U.S. federal statutory rate to the Company's effective tax rate is as follows:

Years Ended December 31,2007

2006

2005U.S. federal statutory rate

35.0
%
35.0
%
(34.0
)%State taxes, net

3.1

0.4

(6.3
)Permanent differences

0.6

1.4

Research and development tax credits

(2.2
)
(2.8
)
Other

0.2



Change in valuation allowance



(47.5
)
40.3Effective tax rate

36.7
%
(13.5
)%
0.0
%


For
the years ended December 31, 2007, 2006 and 2005, the Company's effective tax rates were 36.7%, (13.5) %, and 0%, respectively. The lower effective tax rates in 2006 and 2005
were due to the utilization of previously unrecognized net operating losses to offset its primary federal obligations. The Company currently expects to realize recorded deferred tax assets as of
December 31, 2007 of approximately $4,588. The Company's conclusion that such assets will be recovered is based upon its expectation that future earnings of the Company will provide sufficient
taxable income to realize recorded tax assets. While the realization of the Company's net recorded deferred tax assets cannot be assured, to the extent that future taxable income against which these
tax assets may be applied is not sufficient or carrybacks are limited, some or all of the Company's net recorded deferred tax assets would not be realizable. Approximately $1.7 million of the
deferred tax asset recorded as of December 31, 2007 is attributable to benefits associated with stock-based compensation charges. Under the guidance of SFAS No. 123(R), no valuation
allowance has been recorded against this amount.

81

---



ACME PACKET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2007, 2006 and 2005

(in thousands, except share and per share data)

4. Income Taxes (Continued)

However,
in the future, if the underlying awards expire with an intrinsic value less than the fair value of the awards on the date of grant, some or all of the benefit may not be realizable.

Effective
January 1, 2007, The Company adopted the provisions of FASB Interpretation No. (FIN) 48,Accounting for Uncertainty in Income
Taxesan interpretation of FASB Statement No. 109. FIN 48 prescribes a recognition threshold and a measurement attribute for the financial statement
recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be
more-likely-than-not to be sustained upon examination by taxing authorities. The adoption of FIN 48 did not have a material effect on the Company's
consolidated financial position and results of operations.

Interest
costs related to unrecognized tax benefits and penalties, if any, are included in the provision for (benefit from) income taxes in the accompanying consolidated statements of
operations. No interest expense or penalties associated with unrecognized cash benefits have been recognized to date.

Certain
of the Company's uncertain tax positions are related to tax years that are subject to examination by taxing authorities. As of December 31, 2007, all of the federal tax
returns the Company has filed for tax years 2004 through 2006 remain subject to examination by tax authorities. Tax years 2003 through 2006 are subject to examination by the state taxing authority as
of December 31, 2007. There are no income tax examinations currently in process.

Significant
components of the Company's deferred tax assets for income taxes consisted of the following at December 31, 2007 and 2006:

December 31,2007

2006Net operating loss and credit carryforwards

$
119

$
1,543Start-up costs, net of amortization





654Sales tax accrual


272


587Inventory and warranty allowances


863


738Stock-based compensation


1,707


4Depreciation


777


383Accrued vacation expense


357


398Other temporary differences


493


473Net deferred tax asset

$
4,588

$
4,780


The
Company is required to compute income tax expense in each jurisdiction in which it operates. This process requires the Company to project its current tax liability and estimate its
deferred tax assets and liabilities, including net operating loss (NOL) and tax credit carryforwards. In assessing the need for a valuation allowance, the Company considered its recent operating
results, future taxable income projections and feasible tax planning strategies. In the year ended December 31, 2006, the Company utilized a substantial portion of its NOL carryforwards to
reduce income taxes currently payable and determined that it was more likely than not that the Company would realize all of its remaining

82

---



ACME PACKET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2007, 2006 and 2005

(in thousands, except share and per share data)

4. Income Taxes (Continued)

deferred
tax assets. Therefore, the Company reduced the valuation allowance related to these deferred tax assets of $4,780 in December 2006. The benefit of the release of the valuation allowance was
recognized through a reduction of income tax expense.

As
of December 31, 2007, the Company had state research and development tax credits of $183 that expire beginning in 2022, and are subject to review and possible adjustment by the
taxing authorities. During 2007, the Company utilized all of its remaining U.S. federal research and development tax credits

The
Company's current intention is to reinvest the total amount of its unremitted earnings in the local foreign jurisdiction or to repatriate the earnings only when
tax-effective. As such, the Company has not provided for U.S. taxes on the unremitted earnings of its foreign subsidiaries.

5. Stockholders' Equity

As of December 31, 2005, the authorized capital stock of the Company was 61,000,000 shares of common stock, $0.001 par value per share, and 33,248,852
shares of convertible preferred stock, $0.001 par value per share, of which 3,759,531 shares are designated Series A convertible preferred stock (Series A Preferred Stock), 21,467,931
shares are designated Series B convertible preferred stock (Series B Preferred Stock), and 8,021,390 shares are designated Series C convertible preferred stock (Series C
Preferred Stock).

In
September 2006, the Board approved an amendment and restatement of the Company's Certificate of Incorporation to increase the authorized number of shares of common stock from
61,000,000 to
150,000,000, to authorize 5,000,000 shares of undesignated preferred stock, par value $0.001 per share, and to eliminate all reference to the designated Series Preferred Stock.

On
October 13, 2006, the Company completed its IPO of common stock in which the Company sold and issued 9,721,179 shares of the Company's common stock, including 1,721,179 shares
sold by the Company pursuant to the underwriters' full exercise of their over-allotment option, at an issue price of $9.50 per share. The Company raised a total of $92.4 million in
gross proceeds from the IPO, or $83.2 million in net proceeds after deducting underwriting discounts and commissions of $6.5 million and other estimated offering costs of approximately
$2.7 million. Upon the closing of the IPO, all shares of convertible preferred stock outstanding automatically converted into 32,190,359 shares of common stock.

Restricted Stock

During 2001, the Board established a Stock Restriction and Repurchase Agreement for key employees and consultants to the Company. Under the terms of the
agreement, shares of common stock issued or sold to an employee or consultant are subject to a vesting schedule commencing on the date shares are distributed to the employee. Vesting occurs
periodically at specified time intervals and specified percentages. All shares of common stock become fully vested within four years of the date of distribution. Any unvested shares are subject to
repurchase at the discretion of the Company, at the

83

---



ACME PACKET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2007, 2006 and 2005

(in thousands, except share and per share data)

5. Stockholders' Equity (Continued)

initial
purchase price. A summary of the status of the Company's unvested restricted shares of common stock outstanding, as of December 31, 2007 and the changes during the year then ended are
as follows:

Number of
Shares

Weighted-Average
Grant Date
Fair ValueUnvested shares at December 31, 2006

217,487

$
0.36Granted




Vested

(119,292
)

0.34Forfeited

(30,208
)

0.26Unvested shares at December 31, 2007

67,987

$
0.45


Warrants

In connection with the Capital Equipment Line, the Company issued a warrant to the lender to purchase up to 125,000 shares of Series B Preferred Stock at
an exercise price of $1.39 per share. Upon completion of the Company's IPO in October 2006, these warrants automatically converted into warrants to purchase shares of the Company's common stock. On
April 5, 2007, the holder of the warrant exercised all outstanding warrants in a cashless exercise. As a result, the Company issued 112,571 shares of the Company's common stock to satisfy the
exercise of all remaining warrants.

Common Stock Repurchase Program

In February 2008, the Board authorized the repurchase of up to $20.0 million of the Company's common stock over the subsequent twelve-month period. The
purchase of the Company's common stock will be executed periodically as market and business conditions warrant on the open market, in negotiated or block trades, or under a
Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded for doing so under insider trading laws.

This
common stock repurchase program does not obligate the Company to repurchase any dollar amount, or number of shares of common stock, and the program may be suspended or discontinued
at any time. The common stock repurchase program will remain in effect through February 29, 2009. Through March 11, 2008, the Company has repurchased 244,000 shares of its common stock
for an aggregate purchase price, including applicable brokers' fees, of $1,828.

84

---



ACME PACKET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2007, 2006 and 2005

(in thousands, except share and per share data)

6. Stock Option Plans

In August 2000, the Company adopted the Acme Packet, Inc. 2000 Equity Incentive Plan (the 2000 Plan) under which it may grant incentive stock options
(ISOs), nonqualified stock options (NSOs), restricted stock, and stock grants to purchase up to 3,000,000 shares of common stock. Under the 2000 Plan, ISOs may not be granted at less than fair market
value on the date of the grant and all options generally vest over a four-year period and certain options are subject to accelerated vesting based on certain future events. These options
expire ten years after the grant date. In 2006, 2005, 2004, 2003, the Company increased the number of shares available under the 2000 Plan by an additional 1,200,000, 4,000,000, 2,000,000, and
2,000,000 shares, respectively, to a total of 12,200,000 shares. In September 2006, the Board approved the amended and restated 2000 Equity Incentive Plan, which was approved by the stockholders on
September 19, 2006 and became effective upon the consummation of the Company's IPO. Effective upon the consummation of the IPO, no further awards was made pursuant to the 2000 Plan, but any
outstanding awards under the 2000 Plan will remain in effect and will continue to be subject to the terms of the 2000 Plan.

In
September 2006, the Board approved the 2006 Equity Incentive Plan, which was approved by the stockholders on September 19, 2006 and became effective upon the consummation of
the Company's IPO. The 2006 Equity Incentive Plan allows the Company to grant ISOs, NSOs, restricted stock, and stock grants to employees, consultants, and directors of the Company. Under the 2006
Equity Incentive Plan, stock options may not be granted at less than fair market value on the date of grant, and all options generally vest over a four-year period. These options generally
expire seven years after the grant date. The Company has reserved for issuance an aggregate of 3,000,000 shares of common stock under the 2006 Equity Incentive Plan plus an additional annual increase
to be added automatically on January 1 of each year, from 2006 and until 2016, equal to the lesser of (i) 3,000,000 shares of common stock or (ii) five percent of the Company's
outstanding equity on a fully diluted basis as of the end of the immediately preceding fiscal year. The Board may waive the annual increase, in whole or in part. In November 2006 the Board waived the
annual increase for 2007 pursuant to this provision. In January 2008, the number of shares of common stock reserved for future issuance under the 2006 Equity Incentive Plan was increased by 3,000,000
shares pursuant to this provision. As of December 31, 2007, 274,187 shares were available for future issuance under the 2006 Equity Incentive Plan.

In
September 2006, the Board approved the 2006 Director Option Plan, which was approved by the stockholders on September 19, 2006 and became effective upon the consummation of the
Company's IPO. Under the 2006 Director Plan, no options may be granted to eligible directors at less than fair market value on the date of grant, and all options will vest over a one year period from
the grant date. These options expire ten years after the grant date. The Company has reserved for issuance an aggregate of 300,000 shares of common stock under the 2006 Director Plan plus an
additional annual
increase to be added automatically on January 1 of each year of 75,000 shares of common stock. The Board may waive the annual increase, in whole or in part. In November 2006 the Board waived
the annual increase for 2007 pursuant to this provision. In January 2008, the number of shares of common stock reserved for future issuance under the 2006 Director Plan was increased by 75,000 shares
pursuant to this provision. As of December 31, 2007, 250,000 shares were available for future issuance under the 2006 Director Option Plan.

85

---



ACME PACKET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2007, 2006 and 2005

(in thousands, except share and per share data)

6. Stock Option Plans (Continued)

The
Company's stock option activity for the three years ended December 31, 2007 is as follows:

|                                                   |           | Number
of Shares |            | Exercise Price
Per Share |              | Weighted-Average
Exercise Price
Per Share |   | Weighted-Average
Remaining
Contractual
Life (Years) |       | Aggregate
Intrinsic
Value(2)
|-------------------------------------------------- | --------- | ---------------- | ---------- | ------------------------ | ------------ | ----------------------------------------- | - | --------------------------------------------------- | ----- | ----------------------------
|Outstanding at December 31, 2004                   |           | 3,121,426        |            | $                        | 0.20 - 0.50  |                                           | $ | 0.27                                                |       |                             
|                                                   | Granted   |                  | 4,786,000  |                          |              | 0.55 - 1.10                               |   |                                                     | 0.87  |                             
|                                                   | Canceled  |                  | (210,417   | )                        |              | 0.30 - 0.65                               |   |                                                     | 0.43  |                             
|                                                   | Exercised |                  | (165,624   | )                        |              | 0.20 - 0.30                               |   |                                                     | 0.21  |                             
|                                                   |           |                  |            |                          |              |                                           |   |                                                     |       |                             
|Outstanding at December 31, 2005                   |           | 7,531,385        |            |                          | 0.20 - 1.10  |                                           |   | 0.65                                                |       |                             
|                                                   | Granted   |                  | 2,263,000  |                          |              | 1.10 - 18.36                              |   |                                                     | 5.43  |                             
|                                                   | Canceled  |                  | (170,415   | )                        |              | 0.50 - 4.50                               |   |                                                     | 1.50  |                             
|                                                   | Exercised |                  | (801,276   | )                        |              | 0.20 - 0.65                               |   |                                                     | 0.26  |                             
|                                                   |           |                  |            |                          |              |                                           |   |                                                     |       |                             
|Outstanding at December 31, 2006                   |           | 8,822,694        |            |                          | 0.20 - 18.36 |                                           |   | 1.89                                                |       |                             
|                                                   | Granted   |                  | 2,815,750  |                          |              | 11.97 - 16.86                             |   |                                                     | 13.67 |                             
|                                                   | Canceled  |                  | (642,175   | )                        |              | 0.30 - 18.36                              |   |                                                     | 10.33 |                             
|                                                   | Exercised |                  | (1,781,424 | )                        |              | 0.20 - 7.50                               |   |                                                     | 0.98  |                             
|                                                   |           |                  |            |                          |              |                                           |   |                                                     |       |                             
|Outstanding at December 31, 2007                   |           | 9,214,845        |            | $                        | 0.20 - 18.36 |                                           | $ | 5.08                                                |       | 7.10                        
|                                                   |           |                  |            |                          |              |                                           |   |                                                     |       |                             
|Exercisable at December 31, 2005                   |           | 1,588,644        |            | $                        | 0.20 - $0.55 |                                           | $ | 0.24                                                |       |                             
|                                                   |           |                  |            |                          |              |                                           |   |                                                     |       |                             
|Exercisable at December 31, 2006                   |           | 2,768,587        |            | $                        | 0.20 - 1.10  |                                           | $ | 0.55                                                |       |                             
|                                                   |           |                  |            |                          |              |                                           |   |                                                     |       |                             
|Exercisable at December 31, 2007                   |           | 3,400,147        |            | $                        | 0.20 - 18.36 |                                           | $ | 1.60                                                |       | 6.42                        
|                                                   |           |                  |            |                          |              |                                           |   |                                                     |       |                             
|Vested or expected to vest at December 31, 2007(1) |           | 8,254,867        |            | $                        | 0.20 - 18.36 |                                           | $ | 4.94                                                |       | 7.06                        
|                                                   |           |                  |            |                          |              |                                           |   |                                                     |       |                             

---

86

---



ACME PACKET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2007, 2006 and 2005

(in thousands, except share and per share data)

6. Stock Option Plans (Continued)

The
ranges of exercise prices for options outstanding and options exercisable at December 31, 2007 were as follows:

|                |       | Options Outstanding |           | Options Exercisable
|--------------- | ----- | ------------------- | --------- | -------------------
|
|$  0.20 to 0.33 |       | 1,241,581           |           | $                  
|0.50 to 0.85    |       | 1,672,408           |           |                    
|1.00 to 1.00    |       | 1,509,103           |           |                    
|1.10 to 3.40    |       | 1,514,782           |           |                    
|4.50 to 12.01   |       | 1,261,658           |           |                    
|12.42 to 14.45  |       | 1,270,313           |           |                    
|16.86 to 18.36  |       | 745,000             |           |                    
|                |       |                     |           |                    
|                | Total |                     | 9,214,845 |                    
|                |       |                     |           |                    

Note Receivable Issued to Employees

The Company issued shares of common stock to employees in exchange for promissory notes. These notes were full recourse to the employees and were collateralized
by the underlying shares of common stock. The note receivable accrued interest at 7% per annum, which was the prevailing market interest rate on the date of issuance. As of December 31, 2005,
the outstanding balance of the promissory notes and all accrued interest had been repaid in full.

7. Commitments and Contingencies

Operating Leases

The Company conducts its operations in leased office facilities under various operating leases that expire through fiscal 2011. Certain of the Company's operating
leases include escalating payment amounts. In accordance with SFAS No. 13,Accounting for Leases, the Company is recognizing the related rent
expense on a straight-line basis over the term of the lease. As of December 31, 2007 and 2006, the Company has deferred rent of approximately $372 and $407, respectively. Total rent
expense under these operating leases was approximately $1,115, $1,052 and $746, for the years ended December 31, 2007, 2006 and 2005, respectively.

87

---



ACME PACKET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2007, 2006 and 2005

(in thousands, except share and per share data)

7. Commitments and Contingencies (Continued)

Future
minimum lease payments under non-cancelable operating leases at December 31, 2007 were as follows:

Years Ending December 31:2008

$
1,2802009


1,3342010


7142011


42Total minimum lease payments

$
3,370


Litigation

From time to time and in the ordinary course of business, the Company may be subject to various claims, charges, and litigation. At December 31, 2007 and
2006, the Company did not have any pending claims, charges, or litigation that it expects would have a material adverse effect on its consolidated financial position, results of operations, or cash
flows.

Other

Certain of the Company's arrangements with customers include clauses whereby the Company may be subject to penalties for failure to meet certain performance
obligations. The Company has not incurred any such penalties to date.

8. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

December 31,2007

2006Accrued compensation and related benefits

$
5,176

$
3,339Accrued sales and use taxes


1,839


2,293Accrued income taxes payable


148


925Accrued warranty


268


461Other accrued liabilities


1,079


841Total

$
8,510

$
7,859


9. Segment Information

SFAS No. 131,Disclosures About Segments of an Enterprise and Related Information, establishes standards
for reporting information about operating segments in annual financial statements and requires selected information of these segments be presented in interim financial reports issued to stockholders.
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or

88

---



ACME PACKET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2007, 2006 and 2005

(in thousands, except share and per share data)

9. Segment Information (Continued)

decision
making group, in making decisions on how to allocate resources and assess performance. The Company's chief decision maker, as defined under SFAS No. 131, is the chief executive
officer. The Company views its operations and manages its business as one operating segment.

For
the years ended December 31, 2007, 2006 and 2005, operations related to the Company's foreign subsidiaries are not material to the accompanying consolidated financial
statements taken as a whole.

Geographic Data

Net sales to unaffiliated customers by geographic area were as follows:

Years Ended December 31,2007

2006

2005United States and Canada

$
53,748

$
47,965

$
21,357International


59,304


36,105


14,763$
113,052

$
84,070

$
36,120


10. 401(k) Plan

The Company maintains the Acme Packet, Inc. 401(k) Pension and Profit Sharing Plan (the 401(k) Plan) under Section 401(k) of the Internal Revenue
Code covering all eligible employees. Employees of the Company may participate in the 401(k) Plan after reaching the age of 21. The Company may make discretionary matching contributions and profit
sharing contributions, as determined annually by the
Board. Employee contributions vest immediately, while Company matching contributions vest ratably over four years. To date, the Company has not made any discretionary contributions to the 401(k) Plan.

11. Quarterly Financial Data (unaudited)

|                                                           |         | Three Months Ended
|---------------------------------------------------------- | ------- | ------------------
|
|Total revenue                                              |         | $                 
|Gross profit                                               |         |                   
|Income from operations                                     |         |                   
|Net income                                                 |         |                   
|Net income per share applicable to common stockholders(1): |         |                   
|                                                           | Basic   |                   
|                                                           |         |                   
|                                                           | Diluted |                   
|                                                           |         |                   

89

---



ACME PACKET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2007, 2006 and 2005

(in thousands, except share and per share data)

11. Quarterly Financial Data (unaudited) (Continued)

|
|

|                                                        |         | Three Months Ended
|------------------------------------------------------- | ------- | ------------------
|
|Total revenue                                           |         | $                 
|Gross profit                                            |         |                   
|Income from operations                                  |         |                   
|Net income                                              |         |                   
|Net income per share applicable to common stockholders: |         |                   
|                                                        | Basic   |                   
|                                                        |         |                   
|                                                        | Diluted |                   
|                                                        |         |                   

---

90

---





Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.    Controls and Procedures

We
maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as
amended, (the "Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated
to our management, including our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal accounting and financial officer) as appropriate, to allow timely
decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.

We
carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness
of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e)
and 15d-15(e) under the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are
effective in enabling us to record, process, summarize and report information required to be included in our periodic SEC filings as of December 31, 2007.

We
are responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in
Rule 13a-15(f) and Rule 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our Chief Executive Officer (our
principal executive officer) and Chief Financial Officer (our principal accounting and financial officer), and effected by our board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal
control over financial reporting includes those policies and procedures that:



Our
internal control system was designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial
statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the

91

---



risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We
have assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2007. In making this assessment, it used the criteria set forth in
the Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment, we believe that, as of
December 31, 2007, our internal control over financial reporting is effective at a reasonable assurance level based on these criteria.

The
Company's independent registered public accounting firm, Ernst & Young LLP, issued an attestation report on the Company's internal control over financial reporting. See
Section (4) below.

During
the quarter ended December 31, 2007, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

The
Board of Directors and Stockholders of
Acme Packet, Inc.

We
have audited Acme Packet, Inc.'s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Acme Packet, Inc.'s management is responsible for
maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's
Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A
company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

92

---



Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In
our opinion, Acme Packet, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on the COSO
criteria.

We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Acme Packet, Inc. as of
December 31, 2007 and 2006, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2007
of Acme Packet, Inc. and our report dated March 12, 2008 expressed an unqualified opinion thereon.



Boston,
Massachusetts
March 12, 2008

Item 9B.    Other Information

None.

93

---





PART III

Item 10.    Directors, Executive Officers, and Corporate Governance

Incorporated by reference from the information in our proxy statement for the 2008 Annual Meeting of Stockholders, which we will file with the SEC within
120 days of the end of the fiscal year to which this Annual Report on Form 10-K relates.

Item 11.    Executive Compensation

Incorporated by reference from the information in our proxy statement for the 2008 Annual Meeting of Stockholders, which we will file with the SEC within
120 days of the end of the fiscal year to which this Annual Report on Form 10-K relates.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Incorporated by reference from the information in our proxy statement for the 2008 Annual Meeting of Stockholders, which we will file with the SEC within
120 days of the end of the fiscal year to which this Annual Report on Form 10-K relates.

Item 13.    Certain Relationships and Related Transactions and Director Independence

Incorporated by reference from the information in our proxy statement for the 2008 Annual Meeting of Stockholders, which we will file with the SEC within
120 days of the end of the fiscal year to which this Annual Report on Form 10-K relates.

Item 14.    Principal Accounting Fees and Services

Incorporated by reference from the information in our proxy statement for the 2008 Annual Meeting of Stockholders, which we will file with the SEC within
120 days of the end of the fiscal year to which this Annual Report on Form 10-K relates.

94

---





PART IV

Item 15.    Exhibits, Financial Statements and Schedules

(a)(1)    Financial
Statements.

The
response to this portion of Item 15 is set forth under Item 8 above.

(a)(2)    Financial
Statement Schedules.

All
schedules have been omitted because they are not required or because the required information is given in the Consolidated Financial Statements or Notes thereto set forth under
Item 8 above.

(a)(3)    Exhibits.

EXHIBIT INDEX

|Exhibit No. |  | Description                                                                                                                                                  
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1(1)      |  | Amended and Restated Certificate of Incorporation of the Registrant                                                                                          
|3.2(2)      |  | Second Amended and Restated Bylaws of the Registrant                                                                                                         
|4.1(1)      |  | Specimen certificate evidencing shares of common stock                                                                                                       
|10.1(1)     |  | Northwest Park Lease, dated August 9, 2004, by and between Seventy One Limited Liability Company and the Registrant                                          
|10.2(1)     |  | Northwest Park Lease, dated July 10, 2006, by and between the Registrant and MTP Limited Partnership                                                         
|10.3(1)     |  | Amended and Restated 2000 Equity Incentive Plan                                                                                                              
|10.4(1)     |  | Amended and Restated Registration Rights Agreement, dated June 8, 2004, by and between the Registrant and the shareholders named therein                     
|10.5(1)     |  | Incentive Stock Option Agreement, dated December 23, 2005, by and between the Registrant and Patrick MeLampy                                                 
|10.6(1)     |  | Incentive Stock Option Agreement, dated May 19, 2004, by and between the Registrant and Patrick MeLampy                                                      
|10.7(1)     |  | Incentive Stock Option Agreement, dated December 23, 2005, by and between the Registrant and Dino DiPalma                                                    
|10.8(1)     |  | Incentive Stock Option Agreement, dated November 23, 2005, by and between the Registrant and Dino DiPalma                                                    
|10.9(1)     |  | Incentive Stock Option Agreement, dated January 19, 2005, by and between the Registrant and Dino DiPalma                                                     
|10.10(1)    |  | Incentive Stock Option Agreement, dated August 16, 2004, by and between the Registrant and Dino DiPalma                                                      
|10.11(1)    |  | Incentive Stock Option Agreement, dated January 14, 2004, by and between the Registrant and Dino DiPalma                                                     
|10.12(1)    |  | Incentive Stock Option Agreement, dated September 17, 2002, by and between the Registrant and Dino DiPalma                                                   
|10.13(1)    |  | Employee Stock Purchase Agreement, dated September 15, 2004, by and among the Registrant, Seamus Hourihan and Robert G. Ory, in his capacity as escrow holder
|10.14(1)    |  | Employee Stock Purchase Agreement, dated January 29, 2004, by and among the Registrant, Seamus Hourihan and Robert G. Ory, in his capacity as escrow holder  
|10.15(1)    |  | Incentive Stock Option Agreement, dated September 17, 2002, between the Registrant and Seamus Hourihan                                                       
|10.16(1)    |  | Incentive Stock Option Agreement, dated December 23, 2005, by and between the Registrant and Andrew Ory                                                      

95

---



|10.17(1) |  | Incentive Stock Option Agreement, dated May 19, 2004, by and between the Registrant and Andrew Ory                        
|-------- |  | --------------------------------------------------------------------------------------------------------------------------
|10.18(1) |  | Incentive Stock Option Agreement, dated December 23, 2005, by and between the Registrant and Keith Seidman                
|10.19(1) |  | Incentive Stock Option Agreement, dated November 23, 2005, by and between the Registrant and Keith Seidman                
|10.20(1) |  | Incentive Stock Option Agreement, dated August 16, 2004, by and between the Registrant and Keith Seidman                  
|10.21(1) |  | Incentive Stock Option Agreement, dated September 18, 2003, by and between the Registrant and Keith Seidman               
|10.22(1) |  | 2006 Equity Incentive Plan                                                                                                
|10.23(1) |  | 2006 Director Stock Option Plan                                                                                           
|14.1(3)  |  | Code of Ethics                                                                                                            
|21.1     |  | Subsidiaries of the Registrant                                                                                            
|23.1     |  | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm                                               
|31.1     |  | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act                            
|31.2     |  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act                            
|32.1     |  | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act

---

96

---





SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) 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.

|                     |  | ACME PACKET, INC.(Registrant)
|-------------------- |  | -----------------------------
|Date: March 13, 2008 |  | By:                          
|Date: March 13, 2008 |  | By:                          

Pursuant
to the requirements of the Securities Act of 1934, this report has been signed below by the following persons in the capacities and dates indicated.

|Signature                               |  | Title                                                                         |  | Date          
|--------------------------------------- |  | ----------------------------------------------------------------------------- |  | --------------
|                                        |  |                                                                               |  |               
|/s/ANDREW D. ORYAndrew D. Ory           |  | President and Chief Executive Officer; Director (Principal Executive Officer) |  | March 13, 2008
|/s/KEITH SEIDMANKeith Seidman           |  | Chief Financial Officer
(Principal Accounting and Financial Officer)          |  | March 13, 2008
|/s/GARY J. BOWENGary J. Bowen           |  | Director                                                                      |  | March 13, 2008
|/s/DAVID ELSBREEDavid Elsbree           |  | Director                                                                      |  | March 13, 2008
|/s/ROBERT HOWERRobert Hower             |  | Director                                                                      |  | March 13, 2008
|/s/PATRICK J. MELAMPYPatrick J. MeLampy |  | Director                                                                      |  | March 13, 2008
|/s/ROBERT G. ORYRobert G. Ory           |  | Director                                                                      |  | March 13, 2008
|/s/SONJA HOEL PERKINSSonja Hoel Perkins |  | Director                                                                      |  | March 13, 2008

97

---