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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, DC
    20549
    Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    January 31, 2009oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number:
    001-33445
    Netezza Corporation
 (Exact Name of Registrant as
    Specified in Its Charter)
  Delaware

04-3527320(State or Other Jurisdiction
    of

(I.R.S. EmployerIncorporation or
    Organization)

Identification No.)26 Forest Street
    Marlborough, MA

01752(Zip Code)(Address of Principal Executive
    Offices)   Registrants telephone number, including area code:
 (508) 382-8200
    Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per share

NYSE Arca   Securities registered pursuant to Section 12(g) of the
    Act:
    None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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##### 





NETEZZA
    CORPORATION
  ANNUAL
    REPORT ON
    FORM 10-K
    FOR FISCAL YEAR 2009
  TABLE OF
    CONTENTS
   
 PagePART I.Item 1.


Business


1Item 1A.


Risk Factors


11Item 1B.


Unresolved Staff Comments


27Item 2.


Properties


27Item 3.


Legal Proceedings


27Item 4.


Submission of Matters to a Vote of Security
    Holders


27PART II.Item 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


28Item 6.


Selected Financial Data


30Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


30Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


46Item 8.


Financial Statements and Supplementary Data


48Item 9.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


81Item 9A.


Controls and Procedures


81Item 9B.


Other Information


82PART III.Item 10.


Directors, Executive Officers and Corporate
    Governance


82Item 11.


Executive Compensation


82Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


82Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


82Item 14.


Principal Accountant Fees and Services


82PART IV.Item 15.


Exhibits and Financial Statement Schedules


83Ex-10.15 Amendment No.2 to the Third Amended and Restated Investor Rights AgreementEx-10.17 Form of Amended and Restated Executive Retention AgreementEx-21.1 Subsidiaries of the RegistrantEx-23.1 Consent of PricewaterhouseCoopers LLPEx-31.1 Section 302 Certification of the Principal Executive OfficerEx-31.2 Section 302 Certification of the Principal Financial OfficerEx-32.1 Section 906 Certification of the Principal Executive Officer and Principal Financial Officer




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PART 1
    FORWARD-LOOKING STATEMENTS



Forward-looking statements in our public filings or other public
    statements are subject to known and unknown risks, uncertainties
    and other factors that may cause our actual results, performance
    or achievements to be materially different from any future
    results, performance or achievements expressed or implied by
    such forward-looking statements or other public statements.
    These forward-looking statements are only predictions. We have
    described in the Risk Factors section in this Annual
    Report on
    Form 10-K
    the principal risks and uncertainties that we believe could
    cause actual results to differ from these forward-looking
    statements. All statements other than statements of historical
    facts, including statements regarding our future results of
    operations and financial position, business strategy and plans
    and objectives of management for future operations, are
    forward-looking statements. In many cases, you can identify
    forward-looking statements by terms such as may,
    will, should, expects,
    plans, anticipates, could,
    intends, target, projects,
    contemplates, believes,
    estimates, predicts,
    potential or continue or other similar
    words.



The forward-looking statements in this Annual Report on
    Form 10-K
    represent our views as of the date of this Annual Report on
    Form 10-K.
    We anticipate that subsequent events and developments will cause
    our views to change. However, while we may elect to update these
    forward-looking statements at some point in the future, we
    specifically disclaim any obligation to do so. You should,
    therefore, not rely on these forward-looking statements as
    representing our views as of any date subsequent to the date of
    this Annual Report on
    Form 10-K.




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ITEM 1.
    BUSINESS  Company
    Overview
      
    Fast data query response times through our proprietary
    Intelligent Query Streaming technology.
    Massive scalability through our proprietary Asymmetric Massively
    Parallel Processing, or AMPP, architecture.
    Simplicity of installation, operation and administration.
    Cost effectiveness through the use of industry-standard server
    and storage components packaged in a single unified solution.      (508) 382-8200. www.netezza.com Form 10-K.
  Form 10-K.
   1




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Industry
    Background
  Proliferation
    of Data
    
    Communications.  The communications industry is
    characterized by intense competition and customer attrition, or
    churn. Targeted marketing opportunities and the
    rapid response to behavior trends are paramount to the success
    of communications service providers in retaining existing
    customers and attracting new customers. Customer relationship
    management, or CRM, analyses need to be constantly and quickly
    performed, to enable service providers to market to at-risk
    customers before they churn, offer new products and services to
    those most likely to buy, and identify and manage key customer
    relationships. Other key analytical needs of communications
    service providers include call data record analysis for revenue
    assurance, billing and least-cost routing, fraud detection and
    network management.
    Digital Media.  For online businesses, the
    process of collecting, analyzing and reporting data about page
    visits, otherwise known as click stream analysis, is required
    for constant monitoring of website performance and customer
    pattern changes. In addition to needing to address the
    operational and customer relationship challenges faced by
    traditional retailers, digital media businesses must also
    analyze hundreds of millions or even billions of click stream
    data records to track and respond to customer behavior patterns
    in real time. Additionally, with online advertising becoming a
    major revenue generator, many digital media businesses and their
    advertisers need to understand who is looking at the
    advertisements and their actions as a result of viewing the
    advertisements. Fast analysis of online activity can enable
    better cross-selling of products, prevent customers from
    abandoning shopping carts or leaving the web site, and mitigate
    click stream fraud.
    Retail.  With thousands of products and
    millions of customers, many retailers need sophisticated systems
    to track, manage and optimize customer and supplier
    relationships. Targeted marketing programs often require the
    analysis of millions of customer transactions. To prevent supply
    shortages large retailers must integrate and analyze customer
    transaction data, vendor delivery schedules and radio frequency
    identification supply chain data. Other useful analyses for
    retail companies include market basket analysis of
    the items customers buy in a given shopping session, customer
    loyalty programs for frequent buyers, overstock/understock and
    supply chain optimization.
    Financial Services.  Financial services
    institutions generate terabytes of data related to millions of
    client purchases, banking transactions and contacts with
    marketing, sales and customer service across multiple channels.
    This data contains crucial business information on client
    preferences and buying behavior, and can reveal insights that
    enable stronger customer relationship management and increase
    the lifetime value of the customer. In addition, risk management
    and portfolio management applications require analysis of vast
    amounts of rapidly changing data for fraud prevention and loan
    analysis. With extensive compliance and regulatory requirements,
    financial institutions are required to retain an ever-increasing
    amount of data and need to make this data available for detailed
    reporting on a periodic basis.
    Outsourced Analytics.  The primary purpose of
    these companies is providing business intelligence support to
    enterprises on an outsourced basis. Outsourced analytic
    providers serving many industries, including retail,
    telecommunications, healthcare and others, provide clients with
    domain expertise in database-driven marketing and customer
    segmentation. Since their clients are looking for faster
    turn-arounds for more sophisticated reports on continuously
    increasing amounts of data, these companies require solutions
    that will scale better with lower cost of ownership to meet
    their clients service-level agreements, while improving
    their own profitability.
    Government.  As some of the largest creators
    and consumers of data, government agencies around the world need
    to access, analyze and share vast amounts of
    up-to-date
    data quickly and efficiently. These agencies face a broad range
    of challenges, including identifying terrorist threats and
    reducing fraud, waste and abuse. Iterative analysis on many
    terabytes of data with high performance is crucial for achieving
    these missions. 2




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
    Health and Life Sciences.  Healthcare providers
    seek to analyze terabytes of operational and patient care data
    to measure drug effectiveness and interactions, improve quality
    of care and streamline operations through more cost-effective
    services. Pharmaceutical companies rely on data analysis to
    speed new drug development and increase marketing effectiveness.
    In the future, these companies plan to incorporate large amounts
    of genomic data into their analyses in order to tailor drugs for
    more personalized medicine.      Growing
    Role of the Data Warehouse
      Growth in Users of Business Intelligence.
  Increasing Number and Sophistication of Data
    Queries.
  Need for Real-time Data Availability.
  Limitations
    of Traditional Data Warehouse Systems
   3




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Inefficient Execution of Complex and Ad Hoc
    Queries.
  Difficult and Costly Procurement Process.
  Complex Infrastructure Installation and
    Deployment.
  Slow Response to Changing Business Needs.
  Costly Ongoing Administration and
    Maintenance.
  Inefficient Power, Cooling and Footprint
    Requirements.
  Limited Scalability.
 4




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Our
    Solution
      Superior Performance.
  Easy and Cost-Effective Procurement.
  Quick and Easy Infrastructure Installation and
    Deployment.
  Rapid Adaptation to Changing Business
    Needs.
  Minimal Ongoing Administration and
    Maintenance.
 5




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Small Footprint, and Low Power and Cooling
    Requirements.
  High Degree of Scalability.
  Our
    Products
    10000 Series 10000 Series
  5000 Series
    Smallest


LargestConfiguration


Configuration(NPS 5200)


(NPS 10800)Snippet Processing Units (SPUs)


28



896User Data Capacity (Terabytes)


3



400Data Scan Rate (Terabytes/hour)


6



400   Product Partnerships and Alliances.
  Technology
    and Architecture
    
    Moving processing intelligence to a record stream adjacent to
    storage significantly enhances performance and scalability. Our
    approach allows us to perform database operations in a
    streaming fashion. This patent-pending Netezza
    innovation is called Intelligent Query Streaming technology. The
    approach of traditional solutions requires data from storage to
    be moved through many stages before database operations can be
    performed. 6




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
    Performance and scalability goals can be met using elements of
    both symmetric multi-processing, or SMP, and massively parallel
    processing, or MPP, applying each method where it is best suited
    to meet the specific needs of analytic applications operating on
    terabytes of data. We believe our architectural approach, AMPP,
    provides significant improvements in performance and scalability
    as compared to traditional data warehouse systems. We have
    several patents pending surrounding our AMPP architecture.      
    The first tier is a high-performance Linux SMP host that
    compiles data query tasks received from business intelligence
    applications, and generates query execution plans. It then
    divides a query into a sequence of
    sub-tasks,
    or snippets that can be executed in parallel, and distributes
    the snippets to the second tier for execution.
    The second tier consists of dozens to many hundreds of snippet
    processing units, or SPUs, operating in parallel. Each SPU is an
    intelligent query processing and storage node, and consists of a
    commodity processor, dedicated memory, a disk drive and a field
    programmable gate array, or FPGA, acting as a disk controller
    with hard-wired logic to manage data flows.    Customers
          Service
    and Support
     7




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on-site
  three-day on-site on-site
      Sales and
    Marketing
            Research
    and Development
   8




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Manufacturing
          Competition
   9




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Intellectual
    Property
       10




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Employees
    INFORMATION
  Form 10-K, Form 10-Q, Form 8-K, 1-800-SEC-0330.
     508-382-8200
   ITEM 1A.
    RISK
    FACTORS  Risks
    Related to Our Business and Industry
  Form 10-K,
 11




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Adverse
    changes in economic conditions and reduced information
    technology spending may negatively impact our
    business.
    We
    have a history of losses, and we may not maintain profitability
    in the future.
    Our
    operating results may fluctuate significantly from quarter to
    quarter and may fall below expectations in any particular fiscal
    quarter, which could adversely affect the market price of our
    common stock.
  period-to-period
    
    the impact of the recent economic downturn on customer purchases;
    the impact of new competitors or new competitive offerings;
    the typical recording of a significant portion of our quarterly
    sales in the final month of the quarter, whereby small delays in
    completion of sales transactions could have a significant impact
    on our operating results for that quarter;
    the relatively high average selling price of our products and
    our dependence on a limited number of customers for a
    substantial portion of our revenue in any quarterly period,
    whereby the loss of or delay in a customer order could
    significantly reduce our revenue for that quarter; for instance,
    one customer accounted for 16% of our total revenues during
    fiscal 2009 and our ten largest customers accounted for
    approximately 39% of our revenues in fiscal 2009;
    the possibility of seasonality in demand for our products;
    the addition of new customers or the loss of existing customers;
    the rates at which customers purchase additional products or
    additional capacity for existing products from us;
    changes in the mix of products and services sold;
    the rates at which customers renew their maintenance and support
    contracts with us;
    our ability to enhance our products with new and better
    functionality that meet customer requirements; 12




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
    the timing of recognizing revenue as a result of revenue
    recognition rules, including due to the timing of delivery and
    receipt of our products;
    the length of our product sales cycle;
    the productivity and growth of our salesforce;
    service interruptions with any of our single source suppliers or
    manufacturing partners;
    changes in pricing by us or our competitors, or the need to
    provide discounts to win business;
    the timing of our product releases or upgrades or similar
    announcements by us or our competitors;
    the timing of investments in research and development related to
    new product releases or upgrades;
    our ability to control costs, including operating expenses and
    the costs of the components used in our products;
    volatility in our stock price, which may lead to higher stock
    compensation expenses pursuant to Statement of Financial
    Accounting Standards No. 123(R), Share-Based
    Payment, which first became effective for us in fiscal
    2007 and requires that employee stock-based compensation be
    measured based on fair value on grant date and treated as an
    expense that is reflected in our financial statements over the
    recipients service period;
    future accounting pronouncements and changes in accounting
    policies;
    costs related to the acquisition and integration of companies,
    assets or technologies;
    technology and intellectual property issues associated with our
    products; and
    general economic trends, including changes in information
    technology spending or geopolitical events such as war or
    incidents of terrorism.    Our
    limited operating history and the emerging nature of the data
    warehouse market make it difficult to evaluate our current
    business and future prospects, and may increase the risk of your
    investment.
    
    attract new customers and maintain current customer
    relationships;
    continue to develop and upgrade our data warehouse solutions;
    respond quickly and effectively to competitive pressures;
    offer competitive pricing or provide discounts to customers in
    order to win business;
    manage our expanding operations;
    maintain adequate control over our expenses;
    maintain adequate internal controls and procedures;
    maintain our reputation, build trust with our customers and
    further establish our brand; and
    identify, attract, retain and motivate qualified personnel. 13




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We
    depend on a single product family, the Netezza Performance
    Server family, for all of our revenue, so we are particularly
    vulnerable to any factors adversely affecting the sale of that
    product family.
    If we
    lose key personnel, or if we are unable to attract and retain
    highly-qualified personnel on a cost-effective basis, it will be
    more difficult for us to manage our business and to identify and
    pursue growth opportunities.
        If we
    are unable to develop and introduce new products and
    enhancements to existing products, if our new products and
    enhancements to existing products do not achieve market
    acceptance, or if we fail to manage product transitions, we may
    fail to increase, or may lose, market share.
     14




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We
    face intense and growing competition from leading technology
    companies as well as from emerging companies. Our inability to
    compete effectively with any or all of these competitors could
    impact our ability to achieve our anticipated market penetration
    and achieve or sustain profitability.
          Our
    success depends on the continued recognition of the need for
    business intelligence in the marketplace and on the adoption by
    our customers of data warehouse appliances, often as
    replacements for existing systems, to enable business
    intelligence. If we fail to improve our products to further
    drive this market migration as well as to successfully compete
    with alternative approaches and products, our business would
    suffer.
   15




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Claims
    that we infringe or otherwise misuse the intellectual property
    of others could subject us to significant liability and disrupt
    our business, which could have a material adverse effect on our
    business and operating results.
    
    be time-consuming and expensive to defend, whether meritorious
    or not;
    cause shipment delays;
    divert the attention of our technical and managerial resources;
    require us to enter into royalty or licensing agreements with
    third parties, which may not be available on terms that we deem
    acceptable, if at all;
    prevent us from operating all or a portion of our business or
    force us to redesign our products, which could be difficult and
    expensive and may degrade the performance of our products;
    subject us to significant liability for damages or result in
    significant settlement payments; and/or
    require us to indemnify our customers, distribution partners or
    suppliers.    Our
    products must interoperate with our customers information
    technology infrastructure, including customers software
    applications, networks, servers and data-access protocols, and
    if our products do not do so successfully, we may experience a
    weakening demand for our products.
   16




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If we
    fail to enhance our brand, our ability to expand our customer
    base will be impaired and our operating results may
    suffer.
    We may
    not receive significant revenues from our current research and
    development efforts for several years, if at all.
    Our
    sales cycles can be long and unpredictable, and our sales
    efforts require considerable time and expense, which contribute
    to the unpredictability and variability of our financial
    performance and may adversely affect our
    profitability.
    Our
    company has grown rapidly and we may be unable to manage our
    growth effectively.
   17




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Our
    ability to sell to U.S. federal government agencies is subject
    to evolving laws and policies that could have a material adverse
    effect on our growth prospects and operating results, and our
    contracts with the U.S. federal government may impose
    requirements that are unfavorable to us.
    E-government
      
    terminate contracts for convenience at any time without cause;
    obtain detailed cost or pricing information;
    receive most favored customer pricing;
    perform routine audits;
    impose equal employment and hiring standards;
    require products to be manufactured in specified countries;
    restrict
    non-U.S. ownership
    or investment in our company; and
    pursue administrative, civil or criminal remedies for
    contractual violations.   18




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Our
    international operations are subject to additional risks that we
    do not face in the United States, which could have an adverse
    effect on our operating results.
    
    difficulties in staffing and managing our foreign offices and
    the increased travel, infrastructure and legal and compliance
    costs associated with multiple international locations;
    general economic conditions in the countries in which we
    operate, including seasonal reductions in business activity in
    the summer months in Europe, during Lunar New Year in parts of
    Asia and in other periods in various individual countries;
    longer payment cycles for sales in foreign countries and
    difficulties in enforcing contracts and collecting accounts
    receivable;
    additional withholding taxes or other taxes on our foreign
    income, and tariffs or other restrictions on foreign trade or
    investment;
    imposition of, or unexpected adverse changes in, foreign laws or
    regulatory requirements, many of which differ from those in the
    United States;
    increased length of time for shipping and acceptance of our
    products;
    difficulties in repatriating overseas earnings;
    increased exposure to foreign currency exchange rate risk;
    reduced protection for intellectual property rights in some
    countries;
    costs and delays associated with developing products in multiple
    languages; and
    political unrest, war, incidents of terrorism, or responses to
    such events.    Our
    future revenue growth will depend in part on our ability to
    further develop our indirect sales channel, and our inability to
    effectively do so will impair our ability to grow our
    revenues.
   19




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Our
    ability to sell our products and retain customers is highly
    dependent on the quality of our maintenance and support services
    offerings, and our failure to offer high-quality maintenance and
    support could have a material adverse effect on our operating
    results.
  on-site
  Our
    products are highly technical and may contain undetected
    software or hardware defects, which could cause data
    unavailability, loss or corruption that might result in
    liability to our customers and harm to our reputation and
    business.
    
    loss of customers;
    negative publicity and damage to our reputation;
    diversion of our engineering, customer service and other
    resources;
    increased service and warranty costs; and
    loss or delay in revenue or market acceptance of our products.    It is
    difficult to predict our future capital needs and we may be
    unable to obtain additional financing that we may need, which
    could have a material adverse effect on our business, operating
    results and financial condition.
   20




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
    develop or enhance our products;
    support additional capital expenditures;
    respond to competitive pressures;
    fund operating losses in future periods; or
    take advantage of acquisition or expansion opportunities.    A
    substantial portion of our long-term marketable securities is
    invested in highly rated auction rate securities. Failures in
    these auctions may affect our liquidity.
  and/or
    If we
    are unable to protect our intellectual property rights, our
    competitive position could be harmed or we could be required to
    incur significant expenses to enforce our rights.
   21




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Our
    products may be subject to open source licenses, which may
    restrict how we use or distribute our solutions or require that
    we release the source code of certain technologies subject to
    those licenses.
      As
    part of our business strategy, we engage in acquisitions, which
    could disrupt our business, cause dilution to our stockholders,
    reduce our financial resources and result in increased
    expenses.
    
    the purchase price we pay could significantly deplete our cash
    reserves, impair our future operating flexibility or result in
    dilution to our existing stockholders;
    we may find that the acquired company, assets or technology do
    not further improve our financial and strategic position as
    planned; 22




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
    we may find that we overpaid for the company, asset or
    technology, or that the economic conditions underlying our
    acquisition have changed;
    we may have difficulty integrating the operations and personnel
    of the acquired company;
    we may have difficulty retaining the employees with the
    technical skills needed to enhance and provide services with
    respect to the acquired assets or technologies;
    the acquisition may be viewed negatively by customers, financial
    markets or investors;
    we may have difficulty incorporating the acquired technologies
    or products with our existing product lines;
    we may encounter difficulty entering and competing in new
    product or geographic markets;
    we may encounter a competitive response, including price
    competition or intellectual property litigation;
    we may have product liability, customer liability or
    intellectual property liability associated with the sale of the
    acquired companys products;
    we may be subject to litigation by terminated employees or third
    parties;
    we may incur debt, one-time write-offs, such as acquired
    in-process research and development costs, and restructuring
    charges;
    we may acquire goodwill and other intangible assets that are
    subject to impairment tests, which could result in future
    impairment charges;
    our ongoing business and managements attention may be
    disrupted or diverted by transition or integration issues and
    the complexity of managing geographically or culturally diverse
    enterprises; and
    our due diligence process may fail to identify significant
    existing issues with the target companys product quality,
    product architecture, financial disclosures, accounting
    practices, internal controls, legal contingencies, intellectual
    property and other matters.    out-of-pocket
  We
    currently rely on a single contract manufacturer to assemble our
    products, and our failure to manage our relationship with our
    contract manufacturer successfully could negatively impact our
    ability to sell our products.
     23




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We
    depend on a continued supply of components for our products from
    third-party suppliers, and if shortages of these components
    arise, we may not be able to secure enough components to build
    new products to meet customer demand or we may be forced to pay
    higher prices for these components.
    We
    currently rely on a contract engineering firm for quality
    assurance and product integration engineering.
    Future
    interpretations of existing accounting standards could adversely
    affect our operating results.
  SOP 97-2, Software Revenue Recognition, SOP 98-9, Software Revenue Recognition with Respect to Certain
    Transactions. SOP 97-2 SOP 98-9,
  
    undelivered elements for which we do not have vendor-specific
    objective evidence of fair value; 24




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
    requirements that we deliver services for significant
    enhancements and modifications to customize our software for a
    particular customer; or
    material acceptance criteria.    If we
    fail to maintain an effective system of internal controls, we
    might not be able to report our financial results accurately or
    prevent fraud; in that case, our stockholders could lose
    confidence in our financial reporting, which could negatively
    impact the price of our stock.
    We are
    subject to governmental export controls that could impair our
    ability to compete in international markets.
    Risks
    Related to our Common Stock
  The
    trading price of our common stock is likely to be
    volatile.
    
    changes in operating performance and stock market valuations of
    other technology companies generally or those that sell data
    warehouse solutions in particular; 25




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
    actual or anticipated fluctuations in our operating results;
    the financial guidance that we may provide to the public, any
    changes in such guidance, or our failure to meet such guidance;
    changes in financial estimates by securities analysts, our
    failure to meet such estimates, or failure of analysts to
    initiate or maintain coverage of our stock;
    the publics response to our press releases or other public
    announcements by us, including our filings with the SEC;
    announcements by us or our competitors of significant technical
    innovations, customer wins or losses, acquisitions, strategic
    partnerships, joint ventures or capital commitments;
    introduction of technologies or product enhancements that reduce
    the need for our products;
    the loss of key personnel;
    the development and sustainability of an active trading market
    for our common stock;
    lawsuits threatened or filed against us;
    future sales of our common stock by our officers or
    directors; and
    other events or factors affecting the economy generally,
    including those resulting from political unrest, war, incidents
    of terrorism or responses to such events.      If
    securities or industry analysts do not publish research or
    publish unfavorable research about our business, our stock price
    and trading volume could decline.
    Provisions
    in our certificate of incorporation and by-laws and Delaware law
    might discourage, delay or prevent a change in control of our
    company or changes in our management and, therefore, may
    negatively impact the trading price of our common
    stock.
    
    establish a classified board of directors so that not all
    members of our board are elected at one time;
    provide that directors may only be removed for cause;
    authorize the issuance of blank check preferred
    stock that our board of directors could issue to increase the
    number of outstanding shares and to discourage a takeover
    attempt;
    eliminate the ability of our stockholders to call special
    meetings of stockholders; 26




---



##### Table of Contents




    prohibit stockholder action by written consent, which has the
    effect of requiring all stockholder actions to be taken at a
    meeting of stockholders;
    provide that the board of directors is expressly authorized to
    make, alter or repeal our by-laws; and
    establish advance notice requirements for nominations for
    election to our board of directors or for proposing matters that
    can be acted upon by stockholders at stockholder meetings.    Insiders
    own a significant portion of our outstanding common stock and
    will therefore have substantial control over us and will be able
    to influence corporate matters.
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES  Form 10-K.
  ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   27




---



##### Table of Contents



PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Market
    Information for Common Stock
    Fiscal Year 2008

High


LowSecond fiscal quarter ended July 31, 2007 (from
    July 19, 2007)

$
17.39


$
15.00Third fiscal quarter ended October 31, 2007

$
15.95


$
11.25Fourth fiscal quarter ended January 31, 2008

$
14.81


$
9.45Fiscal Year
    2009First fiscal quarter ended April 30, 2008

$
10.60


$
7.85Second fiscal quarter ended July 31, 2008

$
13.40


$
10.09Third fiscal quarter ended October 31, 2008

$
14.03


$
8.10Fourth fiscal quarter ended January 31, 2009

$
9.25


$
5.12     Stockholders
    Dividend
    Policy
   28




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##### Table of Contents



Comparative
    Stock Performance Graph
    COMPARISON
    OF CUMULATIVE TOTAL RETURN
  
  QUARTERLY RETURN PERCENTAGE
 Quarter Ending
  Company/Index


7/31/07


10/31/07


1/31/08


4/30/08


7/31/08


10/31/08


1/31/09Netezza Corporation



(12.31
)



(9.84
)



(28.29
)



7.51




21.51




(26.32
)



(36.04
)S&P 500 Index



(6.30
)



6.97




(10.55
)



1.03




(8.02
)



(23.11
)



(14.10
)S&P Information Technology Index



(6.17
)



14.40




(18.26
)



3.62




(5.34
)



(26.67
)



(12.42
)   INDEXED
    RETURNS
    Quarter Ending
  Company/Index


7/19/07



7/31/07



10/31/07



1/31/08



4/30/08



7/31/08



10/31/08



1/31/09Netezza Corporation



100




87.69




79.07




56.70




60.95




74.07




54.57




34.91S&P 500 Index



100




93.70




100.23




89.66




90.57




83.31




64.05




55.02S&P Information Technology Index



100




93.83




107.34




87.74




90.92




86.07




63.11




55.27   Recent
    Sales of Unregistered Securities
    Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchasers
   29




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA  Form 10-K.
  Fiscal Year Ended January 31,2009(1)


2008


2007


2006


2005(In thousands, except share and per share amounts)Summary of Operations:Revenue

$
187,769


$
126,686


$
79,621


$
53,851


$
36,029Operating income (loss)


12,589



403



(8,251
)


(14,034
)


(3,134
)Income (loss) before cumulative effect of change in accounting
    principle and accretion to preferred stock


31,519



1,994



(7,975
)


(13,807
)


(3,014
)Accretion to preferred stock






(2,853
)


(5,931
)


(5,797
)


(4,096
)Net income (loss) attributable to common shareholders


31,519



(859
)


(13,906
)


(19,822
)


(7,110
)Net income (loss) per share attributable to common
    stockholders  basic

$
0.53


$
(0.03
)

$
(1.90
)

$
(2.99
)

$
(1.17
)Net income (loss) per share attributable to common
    stockholders  diluted

$
0.50


$
(0.03
)

$
(1.90
)

$
(2.99
)

$
(1.17
)Weighted average common shares outstanding  basic


58,939,422



33,988,696



7,319,231



6,635,274



6,077,538Weighted average common shares outstanding  diluted


62,764,914



33,988,696



7,319,231



6,635,274



6,077,538     (1)
    
    On May 9, 2008, Netezza completed the acquisition of
    NuTech, whereby Netezza acquired NuTech for aggregate
    consideration of approximately $6.6 million. The financial
    data for the fiscal year ended January 31, 2009 includes
    operating results for NuTech for the period following its
    acquisition, presented on a consolidated basis.  As of January 31,2009(1)


2008


2007


2006


2005(In thousands)Balance Sheet Data:Working capital

$
113,330


$
92,501


$
25,899


$
20,329


$
28,708Total assets


258,859



198,752



69,199



45,864



39,443Long-term debt, less current portion










4,099



2,489



Convertible redeemable preferred stock










97,131



91,200



80,904Total stockholders equity (deficit)


176,622



136,475



(81,123
)


(67,932
)


(49,110
)     (1)
    
    On May 9, 2008, Netezza completed the acquisition of
    NuTech, whereby Netezza acquired NuTech for aggregate
    consideration of approximately $6.6 million. The financial
    data for the fiscal year ended January 31, 2009 includes
    assets and liabilities of NuTech for the period following its
    acquisition, presented on a consolidated basis.  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-K. Form 10-K
 30




---



##### Table of Contents



Form 10-K. Form 10-K Form 10-K. Form 10-K.
  Overview
           31




---



##### Table of Contents



Revenue
    Product Revenue.
  Services Revenue.
  Cost
    of Revenue and Gross Profit
    on-site
   32




---



##### Table of Contents



Operating
    Expenses
    Sales and
    Marketing Expenses
    Research
    and Development Expenses
    General
    and Administrative Expenses
    Other
  Interest
    Income and Interest Expense
   33




---



##### Table of Contents



Other
    Income (Expense), Net
  non-U.S. dollar mark-to-market mark-to-market
  Critical
    Accounting Policies and Use of Estimates
    Form 10-K,
  
    revenue recognition;
    stock-based compensation;
    inventory valuation;
    accounting for income taxes
    valuation of investments; and
    valuation of goodwill and acquired intangible assets.    Revenue
    Recognition
    
    Evidence of an arrangement.  We consider a
    non-cancelable agreement signed by the customer and us to be
    persuasive evidence of an arrangement.
    Delivery has occurred.  We consider delivery to
    have occurred when product has been delivered to the customer
    and no post-delivery obligations exist other than ongoing
    support obligations. In instances where customer acceptance is
    required, delivery is deemed to have occurred when customer
    acceptance has been achieved.
    Fees are fixed or determinable.We consider the fee to be
    fixed or determinable unless the fee is subject to refund or
    adjustment or is not payable within normal payment terms. If the
    fee is subject to refund or adjustment, we recognize revenue
    when the right to a refund or adjustment lapses. If offered
    payment terms exceed our normal terms, we recognize revenue as
    the amounts become due and payable or upon the receipt of cash.
    Collection is deemed probable.We conduct a credit review
    for all transactions at the inception of an arrangement to
    determine the creditworthiness of the customer. Collection is
    deemed probable if, based 34




---



##### Table of Contents



upon our evaluation, we expect that the customer will be able to
    pay amounts under the arrangement as payments become due. If we
    determine that collection is not probable, revenue is deferred
    and recognized upon the receipt of cash.      Long-term Construction-Type Contracts No. 81-1, Accounting for Performance of Construction-Type and
    Certain Production-Type Contracts SOP 97-2, Software Revenue Recognition  percentage-of-completion Percentage-of-completion
  Stock-Based
    Compensation
  Share-Based Payment
 35




---



##### Table of Contents



96-18, Accounting for Equity Instruments That Are Issued to
    Other Than Employees for Acquiring, or in Conjunction with
    Selling, Goods or Services
    Inventory
    Valuation
    Accounting
    for Income Taxes
  Accounting for
    Income Taxes
       36




---



##### Table of Contents



No. D-32
  Accounting for Uncertainty in Income
    Taxes an interpretation of SFAS 109 
  Valuation
    of Investments
  Fair Value Measurement,
  other-than-temporary other-than-temporary,
 37




---



##### Table of Contents



Valuation
    of Goodwill and Acquired Intangible Assets
   38




---



##### Table of Contents



Results
    of Operations for the Years Ended January 31, 2009, 2008
    and 2007
    Percentage ChangeFiscal Year Ended January 31,


2009 vs


2008 vs2009


2008


2007


2008


2007(In thousands)RevenueProduct

$
143,463


$
102,994


$
64,632



39.3
%


59.4
%Services


44,306



23,692



14,989



87.0
%


58.1
%Total revenue


187,769



126,686



79,621



48.2
%


59.1
%Cost of revenueProduct


57,350



42,527



26,697



34.9
%


59.3
%Services


12,211



7,716



5,403



58.3
%


42.8
%Total cost of revenue


69,561



50,243



32,100



38.4
%


56.5
%Gross margin


118,208



76,443



47,521



54.6
%


60.9
%Operating expensesSales and marketing


58,429



43,210



32,908



35.2
%


31.3
%Research and development


32,557



23,880



18,037



36.3
%


32.4
%General and administrative


14,633



8,950



4,827



63.5
%


85.4
%Total operating expenses


105,619



76,040



55,772



38.9
%


36.3
%Operating income (loss)


12,589



403



(8,251
)


3023.8
%


104.9
%Interest income


4,045



2,971



414



36.1
%


617.6
%Interest expense


40



717



765



(94.4
)%


(6.3
)%Other income (expense), net


(495
)


298



627



(266.1
)%


(52.5
)%Income (loss) before income taxes


16,099



2,955



(7,975
)Income tax benefit (expense)


15,420



(961
)


Net income (loss)

$
31,519


$
1,994


$
(7,975
)   Revenue
       39




---



##### Table of Contents



Gross
    Margin
        Sales
    and Marketing Expenses
          Research
    and Development Expenses
   40




---



##### Table of Contents



General
    and Administrative Expenses
          Interest
    Income and Interest Expense
      Other
    Income (Expense), Net
   41




---



##### Table of Contents



other-than-temporary
  non-U.S. dollar mark-to-market mark-to-market
    Provision
    for Income Taxes
           42




---



##### Table of Contents



Liquidity
    and Capital Resources
          Fiscal Year Ended January 31,2009


2008


2007(In thousands)Net cash provided by/(used in), operating activities

$
41,450


$
26,937


$
(11,163
)Net cash used in investing activities


20,084



(91,759
)


(1,477
)Net cash provided by financing activities


4,620



106,884



3,789      43




---



##### Table of Contents



Cash
    Provided by (Used In) Operating Activities
        Cash
    Provided by (Used in) Investing Activities
      Cash
    Provided by Financing Activities
     44




---



##### Table of Contents



Contractual
    Obligations
    Less than








More thanContractual Obligations

Total


1 year


1 - 3 Years


3 - 5 Years


5 Years(In thousands)Operating lease obligations


11,712



2,195



3,433



3,481



2,603Purchase obligations(1)


12,523



12,523











Other long-term obligations including current portion of
    long-term obligations


2,000



1,000



1,000







     (1)
    
    Purchase obligations primarily represent the value of purchase
    orders issued to our contract manufacturer, Sanmina, for the
    procurement of assembled NPS appliance systems for the next
    three months.      Off-Balance
    Sheet Arrangements
    Recent
    Accounting Pronouncements
  FAS 157-2, Effective Date of FASB Statement
    No. 157
  The Fair Value Option for Financial Assets and
    Financial Liabilities, including an amendment of FASB Statement
    No. 115 ,
  EITF 03-6-1, Determining Whether Instruments Granted in Share-Based
    Payment Transactions Are Participating Securities EITF 03-6-1). EITF 03-6-1 Earnings per Share  EITF 03-6-1 EITF 03-6-1
 45




---



##### Table of Contents



No. FAS 142-3, Determination of the Useful Life of Intangible
    Assets FAS 142-3). FAS 142-3 Goodwill
    and Other Intangible Assets  FAS 142-3 FAS 142-3
  Disclosures about Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133 Accounting for Derivative
    Instruments and Hedging Activities
  Business Combinations Business
    Combinations 
    ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Foreign
    Currency Exchange Risk
   46




---



##### Table of Contents



mark-to-market
  Interest
    Rate Risk
       47




---



##### 



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  NETEZZA
    CORPORATION
   Index To
    Consolidated Financial Statements
   
 REPORT OF INDEPENDENT REGISTERED PUBLIC
    ACCOUNTING FIRM


49CONSOLIDATED BALANCE SHEETS


50CONSOLIDATED STATEMENTS OF OPERATIONS


51CONSOLIDATED STATEMENTS OF STOCKHOLDERS
    EQUITY (DEFICIT)


52CONSOLIDATED STATEMENTS OF CASH FLOWS


53NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS


54   48




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm    Internal Control-Integrated Framework
          49




---



##### Table of Contents



NETEZZA
    CORPORATION
  CONSOLIDATED
    BALANCE SHEETS
  January 31,2009


2008(In thousands, except share and per share data)ASSETSCurrent assetsCash and cash equivalents

$
111,635


$
46,184Short-term marketable securities






37,149Accounts receivable


34,457



19,999Inventory


18,409



31,611Deferred tax assets, net


12,723



Restricted cash


379



379Prepaid expenses and other current assets


3,160



4,038Total current assets


180,763



139,360Property and equipment, net


9,586



5,467Deferred tax assets, net


9,415



Goodwill


2,000



Intangible assets, net


2,935



Long-term marketable securities


49,222



53,775Restricted cash


739



Other long-term assets


4,199



150Total assets

$
258,859


$
198,752LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payable

$
8,424


$
5,533Accrued expenses


6,301



5,494Accrued compensation and benefits


6,352



5,244Current portion of deferred revenue


46,356



30,588Total current liabilities


67,433



46,859Long-term deferred revenue


11,979



15,418Other long-term liabilities


2,825



Total long-term liabilities


14,804



15,418Total liabilities


82,237



62,277Commitments and contingencies (Note 15)Stockholders equity:Preferred stock, $0.001 par value; 5,000,000 shares
    authorized at January 31, 2009 and 2008; none outstanding






Common stock, $0.001 par value; 500,000,000 shares
    authorized at January 31, 2009 and 2008, 59,760,440 and
    57,729,903 shares issued at January 31, 2009 and 2008,
    respectively


60



58Treasury stock, at cost; 139,062 shares at January 31,
    2009 and 2008, respectively


(14
)


(14
)Additional
    paid-in-capital


228,658



216,253Accumulated other comprehensive loss


(4,461
)


(682
)Accumulated deficit


(47,621
)


(79,140
)Total stockholders equity


176,622



136,475Total liabilities and stockholders equity

$
258,859


$
198,752    50




---



##### Table of Contents



NETEZZA
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Fiscal Year Ended January 31,2009


2008


2007(In thousands, except share and per share amounts)RevenueProduct

$
143,463


$
102,994


$
64,632Services


44,306



23,692



14,989Total revenue


187,769



126,686



79,621Cost of revenueProduct


57,350



42,527



26,697Services


12,211



7,716



5,403Total cost of revenue


69,561



50,243



32,100Gross margin


118,208



76,443



47,521Operating expensesSales and marketing


58,429



43,210



32,908Research and development


32,557



23,880



18,037General and administrative


14,633



8,950



4,827Total operating expenses


105,619



76,040



55,772Operating income (loss)


12,589



403



(8,251
)Interest income


4,045



2,971



414Interest expense


40



717



765Other income (expense), net


(495
)


298



627Income (loss) before income tax benefit (expense) and accretion
    to preferred stock

$
16,099


$
2,955


$
(7,975
)Income tax benefit (expense)


15,420



(961
)


Net income (loss)

$
31,519


$
1,994


$
(7,975
)Accretion to preferred stock






(2,853
)


(5,931
)Net income (loss) attributable to common stockholders

$
31,519


$
(859
)

$
(13,906
)Net income (loss) per share attributable to common stockholdersBasic

$
0.53


$
(0.03
)

$
(1.90
)Diluted

$
0.50


$
(0.03
)

$
(1.90
)Weighted average common shares outstanding  basic and
    dilutedBasic


58,939,422



33,988,696



7,319,231Diluted


62,764,914



33,988,696



7,319,231    51




---



##### Table of Contents



NETEZZA
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
  AccumulatedAdditional


Other





TotalCommon Stock


Treasury Stock


Paid-in


Comprehensive


Accumulated


StockholdersShares


Par Value


Shares


Cost


Capital


Income


Deficit


Equity (Deficit)(In thousands, except share amounts)Balance at January 31, 2006


7,115,459


$
7



139,062


$
(14
)

$



$
65


$
(67,990
)

$
(67,932
)Issuance of common stock upon exercise of stock options


304,413



1











117











118Vesting of restricted common stock


122,500















32











32Stock options issued to consultants


















37











37Stock-based compensation


















877











877Accretion of preferred stock to redemption value


















(1,063
)






(4,868
)


(5,931
)Other comprehensive income






















(349
)






(349
)Net loss


























(7,975
)


(7,975
)Balance at January 31, 2007


7,542,372



8



139,062



(14
)






(284
)


(80,833
)


(81,123
)Issuance of common stock upon exercise of stock options


802,697



1











569











570Vesting of restricted common stock


23,750















9











9Issuance of common stock upon exercise of warrants


209,048



























Stock options issued to consultants


















46











46Stock-based compensation


















4,271











4,271Accretion of preferred stock to redemption value


















(2,552
)






(301
)


(2,853
)Conversion of preferred stock to common stock


38,802,036



39











100,473











100,512Conversion of preferred stock warrants to common stock warrants


















494











494Proceeds of initial public offering, net of offering expenses


10,350,000



10











112,943











112,953Other comprehensive income






















(398
)






(398
)Net income


























1,994



1,994Balance at January 31, 2008


57,729,903



58



139,062



(14
)


216,253



(682
)


(79,140
)


136,475Issuance of common stock upon exercise of stock options


2,002,829



2











2,699











2,701Issuance of restricted common stock


27,708



























Stock-based compensation


















7,773











7,773Stock options issued to consultants


















14











14Excess tax benefit from stock-based compensation


















1,919











1,919Other comprehensive income






















(3,779
)






(3,779
)Net Income


























31,519



31,519Balance at January 31, 2009


59,760,440


$
60



139,062


$
(14
)

$
228,658


$
(4,461
)

$
(47,621
)

$
176,622    52




---



##### Table of Contents



NETEZZA
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Fiscal Year Ended January 31,2009


2008


2007(In thousands)Cash flows from operating activitiesNet income (loss)

$
31,519


$
1,994


$
(7,975
)Adjustments to reconcile net income (loss) to net cash provided
    by (used in) operating activitiesDepreciation and amortization


5,388



3,300



2,615Stock-based compensation expense


7,787



4,317



914Benefit from deferred income taxes, net


(20,786
)






Change in carrying value of preferred stock warrant liability






257



198Noncash interest expense related to issuance of warrants






183



71Loss on trading securities


1,551







Gain on auction rate securities written put right


(1,324
)






Impairment of other long-term assets


800Changes in assets and liabilities, net of acquisitionsAccounts receivable


(11,563
)


12,152



(17,853
)Inventory


10,490



(8,763
)


(15,510
)Other assets


680



(2,748
)


(275
)Accounts payable


2,995



(7,154
)


10,176Accrued compensation and benefits


1,175



856



2,278Accrued expenses


3,556



1,111



(553
)Deferred revenue


9,182



21,432



14,751Net cash provided by (used in) operating activities


41,450



26,937



(11,163
)Cash flows from investing activitiesPurchase of investments


(7,377
)


(134,449
)


Sales and maturities of investments


43,854



43,832



Acquisition of business, net of cash acquired


(6,221
)






Purchases of property and equipment


(5,751
)


(1,142
)


(1,545
)Change in other long-term assets


(3,682
)






Increase in restricted cash


(739
)






Repayment of notes receivable from employees










68Net cash provided by (used in) investing activities


20,084



(91,759
)


(1,477
)Cash flows from financing activitiesProceeds from note payable






8,000



5,000Repayment of note payable






(14,639
)


(1,361
)Proceeds from issuance of common stock, net


2,701



113,523



150Excess tax benefit from stock-based compensation


1,919







Net cash provided by financing activities


4,620



106,884



3,789Net increase (decrease) in cash and cash equivalents


66,154



42,062



(8,851
)Effect of exchange rate changes on cash and cash equivalents


(703
)


(896
)


(794
)Cash and cash equivalents, beginning of year


46,184



5,018



14,663Cash and cash equivalents, end of year

$
111,635


$
46,184


$
5,018Supplemental disclosure of cash flow informationCash paid for interest

$



$
588


$
656Cash paid for taxes

$
1,771


$
288


$
    53




---



##### Table of Contents



NETEZZA
    CORPORATION
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  1.
    Nature of
    the Business    2.
    Summary
    of Significant Accounting Policies  Basis
    of Presentation
    Use of
    Estimates
    Cash,
    Cash Equivalents and Restricted Cash
    Fair
    Value of Financial Measurements
  Fair Value Measurement No. FAS 157-2, Effective Date of FASB Statement No. 157, FAS 157-2)
 54




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Investments
  held-to-maturity, available-for-sale, Accounting for Certain
    Investments in Debt and Equity Securities
  Held-to-maturity held-to-maturity held-to-maturity.
  Available-for-sale Available-for-sale available-for-sale.
     55




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    The Fair
    Value Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115 available-for-sale. other-than-temporary.
  instrument-by-instrument
    Investment
    in Pi Solutions
     56




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Derivatives
  Accounting
    for Derivative Instruments and Hedging Activities
    mark-to-market
  Inventory
   57




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Property
    and Equipment
    EstimatedUseful LifeEngineering test equipment


1 to 5 yearsComputer equipment and software


3 yearsFurniture and fixtures


5 yearsLeasehold improvements


Shorter of useful life or term of lease     Goodwill
    and Acquired Intangible Assets
    Impairment
    of Long-Lived Assets
    Revenue
    Recognition
     58




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  90-day
    Long-Term Construction-Type Contracts No. 81-1, Accounting for Performance of Construction-Type and
    Certain Production-Type Contracts SOP 97-2 Software Revenue Recognition  percentage-of-completion Percentage-of-completion
      Research
    and Development
   59




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting for the Costs of
    Computer Software to be Sold, Leased or Otherwise
    Marketed. available-for-sale available-for-sale
  Foreign
    Currency Translation
  Foreign Currency
    Translation.
  Concentration
    of Credit Risk and Significant Customers
      Stock-Based
    Compensation
  Share-Based Payment
   60




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    96-18, Accounting for Equity Instruments That Are Issued to
    Other Than Employees for Acquiring, or in Conjunction with
    Selling, Goods or Services
    Fiscal Year Ended January 31,2009


2008


2007Dividend yield


None



None



NoneExpected volatility


47.5
%


68.3
%


79.4
%Risk-free interest rate


2.6
%


4.4
%


4.8
%Expected life (in years)


5.0



6.2



6.5Weighted-average fair value at grant date

$
4.41


$
4.25


$
2.00       Fiscal Year Ended January 31,2009


2008


2007Cost of product

$
176


$
94


$
12Cost of services


227



116



19Sales and marketing


2,535



1,222



207Research and development


2,067



1,007



160General and administrative


2,768



1,832



479$
7,773


$
4,271


$
877   Net
    Income (Loss) Per Share
   61




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##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Fiscal Year Ended January 31,2009


2008


2007Net income (loss) attributable to common stockholders

$
31,519


$
(859
)

$
(13,906
)Weighted average shares used to compute net income (loss) per
    share:Basic


58,939,422



33,988,696



7,319,231Dilutive effect of stock options and restricted stock


3,825,492







Diluted


62,764,914



33,988,696



7,319,231Net income (loss) per share attributable to common stockholders:Basic

$
0.53


$
(0.03
)

$
(1.90
)Diluted

$
0.50


$
(0.03
)

$
(1.90
)     Fiscal Year Ended January 31,2009


2008


2007Convertible preferred stock upon conversion to common stock










38,774,847Warrants to purchase convertible preferred stock










241,490Warrants to purchase common stock


34,893



34,893



192,036Options to purchase common stock


5,331,004



9,379,774



7,480,447   Advertising
    Expense
    Income
    Taxes
  Accounting for Income Taxes
 62




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Comprehensive
    Income (Loss)
      Fiscal Year Ended January 31,2009


2008


2007Net income (loss)

$
31,519


$
1,994


$
(7,975
)Other comprehensive income (loss):Foreign currency adjustment, net of tax of $0


(105
)


(670
)


(349
)Net unrealized gain (loss) from investments, net of tax of $0


(3,674
)


272



Total comprehensive income (loss)

$
27,740


$
1,596


$
(8,324
)     As of January 31,2009


2008Foreign currency adjustment

$
(1,059
)

$
(954
)Net unrealized gain (loss) from investments


(3,402
)


272Total accumulated other comprehensive loss

$
(4,461
)

$
(682
)   Recent
    Accounting Pronouncements
  FAS 157-2,
    EITF 03-6-1, Determining Whether Instruments Granted in Share-Based
    Payment Transactions Are Participating Securities EITF 03-6-1). EITF 03-6-1 Earnings per Share  EITF 03-6-1
 63




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  EITF 03-6-1
  No. FAS 142-3, Determination of the Useful Life of Intangible
    Assets FAS 142-3). FAS 142-3 Goodwill
    and Other Intangible Assets, FAS 142-3 FAS 142-3
  Disclosures about Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133 Accounting for Derivative
    Instruments and Hedging Activities,
  (revised 2007) Business Combinations Business Combinations
    3.
    Initial
    Public Offering     64




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Fair
    Value Measurements  FAS 157-2,
    Level 1



Quoted prices in active markets for identical assets or
    liabilities.Level 2



Observable inputs, other than Level 1 prices, such as
    quoted prices in active markets for similar assets and
    liabilities, quoted prices for identical or similar assets and
    liabilities in markets that are not active, or other inputs that
    are observable or can be corroborated by observable market data.Level 3



Unobservable inputs that are supported by little or no market
    activity and that are significant to the fair value of the
    assets or liabilities. This includes certain pricing models,
    discounted cash flow methodologies and similar techniques that
    use significant unobservable inputs.     Classification onBalance SheetGross


Gross


Aggregate


Short Term


Long TermUnrealized


Unrealized


Fair


Marketable


MarketableJanuary 31, 2009

Cost


Gains


Losses


Value


Securities


SecuritiesAuction Rate Securities

$
54,175


$



$
(4,953
)

$
49,222


$



$
49,222$
54,175


$



$
(4,953
)

$
49,222


$



$
49,222   Classification onBalance SheetGross


Gross


Aggregate


Short Term


Long TermUnrealized


Unrealized


Fair


Marketable


MarketableJanuary 31, 2008

Cost


Gains


Losses


Value


Securities


SecuritiesCorporate debt securities

$
9,867


$
103


$



$
9,970


$
9,970


$
U.S. treasury and government agency securities


2,001



3







2,004



2,004



Commercial Paper


16,709



166







16,875



16,875



Auction Rate Securities


62,075











62,075



8,300



53,775$
90,652


$
272


$



$
90,924


$
37,149


$
53,775  65




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value Measurements atTotal Fair Value at


Reporting Date UsingJanuary 31, 2009


Level 1


Level 2


Level 3Financial Assets:Money market funds

$
97,376


$
97,376


$



$
Certificates of deposit


1,118



1,118







Auction rate securities


49,222











49,222Put right related to auction rate securities


1,324











1,324Foreign currency forward contracts


84







84



$
149,124


$
98,494


$
84


$
50,546     Auction RateSecuritiesBalance as of January 31, 2008

$
Transfers in from level 1


55,875Unrealized losses included in accumulated other comprehensive
    loss


(3,402
)Unrealized losses included in other income (expense), net


(1,551
)Sales of securities


(1,700
)Balance as of January 31, 2009

$
49,222        66




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Expected Term

3 YearsIlliquidity Discount

1.5-1.8%Discount Rate

4.45%     available-for-sale
  FAS 115-1 available-for-sale other-than-temporary available-for-sale
  5.
    Inventory    As of January 31,2009


2008Raw materials

$
770


$
2,203Finished goods


17,639



29,408$
18,409


$
31,611  67




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Property
    and Equipment    As of January 31,2009


2008Engineering test equipment

$
17,015


$
11,047Computer equipment and software


5,508



4,329Furniture and fixtures


860



215Leasehold improvements


754



26624,137



15,857Less: accumulated depreciation


14,551



10,390$
9,586


$
5,467     7.
    Acquisition      Total Consideration:Cash paid

$
6,392Transaction costs


167Total purchase consideration

$
6,559Allocation of the purchase consideration:Cash and cash equivalents

$
338Accounts receivable


477Prepaid expenses and other assets


63Property and equipment


83Deferred tax assets, net


1,370Identifiable intangible assets


3,400Goodwill


2,000Total assets acquired


7,731Total liabilities assumed


1,172Total net assets acquired

$
6,559  68




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Fair


Useful LifeValue


(Years)Developed technology

$
1,300



7Order backlog


300



2Customer relationships


1,300



6Trademark and tradename


500



6Total

$
3,400     Fiscal Year EndedJanuary 31,2009


2008Pro forma revenue

$
189,420


$
130,697Pro forma operating income (loss)

$
12,580


$
(1,324
)Pro forma net income (loss)

$
31,398


$
(11
)Pro forma accretion to preferred stock

$



$
(2,853
)Pro forma net income (loss) attributable to common stockholders

$
31,398


$
(2,864
)Pro forma net income (loss) per share attributable to common
    stockholders:Basic:Pro forma net income (loss) per share

$
0.53


$
(0.0
)Pro forma accretion to preferred stock






(0.08
)Pro forma net income (loss) per share attributable to common
    stockholders

$
0.53


$
(0.08
)Diluted:Pro forma net income (loss) per share

$
0.50


$
(0.0
)Pro forma accretion to preferred stock






(0.08
)Pro forma net income (loss) per share attributable to common
    stockholders

$
0.50


$
(0.08
)Pro forma shares outstanding:Basic


58,939,422



33,988,696Diluted


62,764,914



33,988,696  69




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    8.
    Goodwill
    and Acquired Intangible Assets  Goodwill
      Balance as of January 31, 2008

$
0Goodwill related to the acquisition of NuTech


2,000Balance as of January 31, 2009

$
2,000   Acquired
    Intangible Assets
      AccumulatedCost


Amortization


NetDeveloped technology

$
1,300


$
(136
)

$
1,164Order backlog


300



(110
)


190Customer relationships


1,300



(158
)


1,142Trademark and tradename


500



(61
)


439$
3,400


$
(465
)

$
2,935    70




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2010

$
6362011


5262012


4862013


4872014


486Thereafter


314Total

$
2,935     9.
    Product
    License    10.
    Accrued
    Expenses    As of January 31,2009


2008Corporate taxes

$
117


$
933Accrued warranty


747



1,141Accrued license payable


973



Sales meetings and events


950



1,103Legal/audit/compliance


682



411Rent/phone/utilities


869



106Partner fees


192



168Travel and entertainment


447



224Inventory items


238



581Other


1,086



827$
6,301


$
5,494   11.
    Lines of
    Credit   71




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      12.
    Warrants
    for Preferred Stock  FSP 150-5, Issuers Accounting under FASB Statement
    No. 150 for Freestanding Warrants and Other Similar
    Instruments on Shares That Are Redeemable 
      13.
    Stock
    Incentive Plans     72




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Non-employee
    Awards
  EITF 96-18, Accounting for Equity Instruments that are Issued to
    Other than Employees for Acquiring, or in Conjunction with
    Selling, Goods or Services,
    Restricted
    Common Stock
      Weighted AverageGrant Date FairShares


Par Value


ValueNon-vested as of January 31, 2008










Granted


27,708


$
0.001


$
12.99Vested










Cancelled










Non-vested as of January 31, 2009


27,708


$
0.001


$
12.99  73




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stock
    Options
    Weighted


WeightedShares


Number of


Average


Average


AggregateAvailable


Options


Exercise


Remaining Life


Intrinsicfor Grant


Outstanding


Price


in Years


ValueOutstanding at January 31, 2008


1,394,500



9,414,667


$
4.12Additional shares authorized


2,015,679



Options granted


(3,365,500
)


3,365,500


$
10.05Restricted shares granted


(27,708
)





$
0.00Exercised






(2,002,829
)

$
1.35Forfeited, cancelled or expired(1)


99,500



(302,707
)

$
7.92Outstanding at January 31, 2009


116,471



10,474,631


$
6.44



6.71 years


$
17.7 millionExercisable at January 31, 2009






3,610,893


$
3.44



6.40 years


$
12.2 millionVested and expected to vest at January 31, 2009






10,306,994


$
6.41



6.70 years


$
17.6 million     (1)
    
    Options cancelled under the 2000 Plan after July 24, 2007
    are not considered available for grant, as the Company is no
    longer granting options under this plan. For the fiscal year
    ended January 31, 2009, options for 203,207 shares
    granted under the 2000 Plan were cancelled.    paid-in-capital.
    14.
    Income
    Taxes    For the Year Ended January 31,2009


2008


2007Domestic

$
15,747


$
2,136


$
(8,659
)Foreign


352



819



684$
16,099


$
2,955


$
(7,975
)  74




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    As of January 31,2009


2008


2007FederalCurrent

$
3,505


$
16


$
Deferred


(16,177
)






StateCurrent


1,008



39



Deferred


(4,406
)






ForeignCurrent


853



906Deferred


(203
)






Total provision (benefit) for income tax

$
(15,420
)

$
961


$
     As of January 31,2009


2008Net operating loss carryforwards

$
5,244


$
10,410Deferred revenue


6,066



3,782Research and development credit carryforwards


3,414



4,394Inventory


2,362



655Unrealized loss on marketable securities


1,311



Capitalized research and development expenses


2,392



2,867Depreciation


523



554Stock-based compensation


2,503



18Accrued expenses and other


1,567



1,003Net deferred tax assets


25,382



23,683Deferred tax valuation allowance


(2,538
)


(23,683
)Net deferred tax asset


22,844



Financial basis in excess of tax basis of intangibles


(706
)


$
22,138


$
      75




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Year Ended January 31,2009


2008


2007U.S. federal income tax statutory rate


35.0
%


35.0
%


(35.0
)%State taxes, net of federal taxes


3.3
%


(5.0
)


(2.4
)Tax rate differential for international jurisdictions


0.3
%


0.2



(0.1
)Federal and state tax credits


(6.6
)%


(10.7
)


(14.0
)Permanent items


14.3
%


3.6



1.8Stock-based compensation


1.7
%


50.6



3.7Change in valuation allowances


(143.8
)%


(41.2
)


46.0(95.8
)%


32.5
%


   Accounting for
    Uncertainty in Income Taxes, an interpretation of
    SFAS 109.
 76




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    As of January 31,2009


2008


2007Balance as of the beginning of the year

$
324


$
250


$
250Increases related to prior year tax positions


1,300







Increases related to current year tax positions


2,245



74



Balance as of the end of the year

$
3,869


$
324


$
250     and/or
  2004-2008 2004-2008. 2004-2008, 2006-2008 2005-2008.
    15.
    Commitments
    and Contingencies  Lease
    Obligations
     77




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    OperatingFiscal Year Ended January 31,

Leases2010

$
2,1952011


1,7282012


1,7052013


1,7682014


1,713Thereafter


2,603Total minimum lease payments

$
11,712   Guarantees
    and Indemnification Obligations
    Warranty
      Fiscal Year Ended January 31,2009


2008


2007Balance at beginning of period

$
1,141


$
1,093


$
690Provision


2,035



2,071



1,737Warranty usage*


(2,429
)


(2,023
)


(1,334
)Balance at end of period

$
747


$
1,141


$
1,093     *
    
    Warranty usage includes expiration of product warranty  16.
    Industry
    Segment, Geographic Information and Significant
    Customers  Disclosures About Segments of
    an Enterprise and Related Information,
 78




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Fiscal Year Ended January 31,2009


2008


2007North America

$
146,217


$
104,087


$
62,282International


41,552



22,599



17,339Total

$
187,769


$
126,686


$
79,621     As of January 31,2009


2008North America

$
249,085


$
189,403International


9,774



9,349Total

$
258,859


$
198,752   17.
    Quarterly
    Information (unaudited and in thousands, except per share
    data)  Fiscal Quarter EndedApril 30,


July 31,


October 31,


January 31,2007


2007


2007


2008Revenue

$
25,342


$
28,400


$
33,418


$
39,526Gross margin


15,299



16,963



20,094



24,087Net income (loss)


(1,905
)


(1,096
)


1,586



3,409Net income (loss) per share attributable to common
    stockholders-basic

$
(0.44
)

$
(0.20
)

$
0.03


$
0.06Net income (loss) per share attributable to common
    stockholders-diluted

$
(0.44
)

$
(0.20
)

$
0.02


$
0.05   Fiscal Quarter EndedApril 30,


July 31,


October 31,


January 31,2008


2008


2008


2009Revenue

$
39,576


$
47,035


$
50,579


$
50,579Gross margin


24,878



30,142



31,247



31,941Net income


2,132



3,141



3,464



22,782Net income per share attributable to common stockholders-basic

$
0.04


$
0.05


$
0.06


$
0.38Net income per share attributable to common stockholders-diluted

$
0.03


$
0.05


$
0.05


$
0.37  79




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  18.
    Reverse
    Stock Split  one-for-two
  19.
    Subsequent
    Events   80




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##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Rules 13a-15(e) 15d-15(e)
  MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
  Rules 13a-15(f) 15d-15(f)
  
    pertain to the maintenance of records that, in reasonable
    detail, accurately and fairly reflect the transactions and
    dispositions of a companys assets;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that a companys receipts and expenditures are being made
    only in accordance with authorizations of the companys
    management and directors; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of a
    companys assets that could have a material effect on the
    financial statements.  Internal Control  Integrated
    Framework
   81




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##### Table of Contents



CHANGES
    IN INTERNAL CONTROL OVER FINANCIAL REPORTING
    ITEM 9B.
    OTHER
    INFORMATION   PART III  Form 10-K,
  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE    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   82




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##### Table of Contents



ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES    Form 10-K.
    Form 10-K.
    Incorporated by Reference toExhibit



Form and

SEC

Exhibit

Filed withNo.

Description

SEC File No.

Filing Date

No.

this 10-K2
.1

Agreement and Plan of Merger, dated as of April 24, 2008,
    by and among Netezza Corporation, Netezza Holding Corp. and
    NuTech Solutions, Inc.

8-K (001-33445)


5-15-2008



2.13
.1

Second Amended and Restated Certificate of Incorporation

10-Q (001-33445)


9-14-2007



3.13
.2

Amended and Restated By-laws of the Registrant

S-1 (333-141522)


3-22-2007



3.34
.1

Specimen Stock Certificate Evidencing the Shares of Common Stock

S-1/A (333-141522)


6-28-2007



4.110
.1#

2000 Stock Incentive Plan, as amended

S-1 (333-141522)


3-22-2007



10.110
.2#

Form of Incentive Stock Option Agreement under 2000 Stock
    Incentive Plan

S-1 (333-141522)


3-22-2007



10.210
.3#

Form of Nonstatutory Stock Option Agreement under 2000 Stock
    Incentive Plan

S-1 (333-141522)


3-22-2007



10.310
.4#

Form of Restricted Stock Agreement under 2000 Stock Incentive
    Plan

S-1 (333-141522)


3-22-2007



10.410
.5#

2007 Stock Incentive Plan, as amended

10-Q (001-33445)


9-9-2008



10.110
.6#

Form of Incentive Stock Option Agreement under 2007 Stock
    Incentive Plan

S-1/A (333-141522)


5-4-2007



10.610
.7#

Form of Nonstatutory Stock Option Agreement under 2007 Stock
    Incentive Plan

S-1/A (333-141522)


5-4-2007



10.710
.8#

Form of Nonstatutory Stock Option Agreement for Non-Employee
    Directors under 2007 Stock Incentive Plan

S-1/A (333-141522)


5-4-2007



10.810
.9#

Fiscal 2009 Executive Officer Incentive Bonus Plan

8-K (001-33445)


3-3-2008



10.110
.10#

Fiscal 2010 Executive Officer Incentive Bonus Plan

8-K (001-33445)


3-13-2009



10.110
.11

Lease Agreement, dated January 2, 2008, by and between the
    Registrant and NE Williams II, LLC

10-K (001-33445)


4-18-2008



10.1210
.12

First Amendment dated as of July 8, 2008, to the Lease,
    dated January 2, 2008, by and between the Company and NE
    Williams II, LLC.

10-Q (001-33445)


9-9-2008



10.2 83




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##### Table of Contents



Incorporated by Reference toExhibit



Form and

SEC

Exhibit

Filed withNo.

Description

SEC File No.

Filing Date

No.

this 10-K10
.13

Third Amended and Restated Investor Rights Agreement among the
    Registrant, the Founders and the Purchasers, dated as of
    December 22, 2004

S-1 (333-141522)


3-22-2007



10.1110
.14

Amendment No. 1 to the Third Amended and Restated Investor
    Rights Agreement among the Registrant, the Founders and the
    Purchasers, dated as of June 14, 2005

S-1 (333-141522)


3-22-2007



10.1210
.15

Amendment No. 2 to the Third Amended and Restated Investor
    Rights Agreement among the Registrant, the Founders and the
    Purchasers, dated as of April 30, 2007












*10
.16#

Letter Agreement between the Registrant and James Baum, dated
    June 1, 2006

S-1 (333-141522)


3-22-2007



10.1310
.17#

Form of Amended and Restated Executive Retention Agreement for
    each of James Baum, Patrick J. Scannell, Jr., Raymond Tacoma and
    Patricia Cotter












*10
.18#

Second Amended and Restated Executive Retention Agreement by and
    between the Registrant and Jitendra S. Saxena, dated as of
    March 12, 2009

8-K (001-33445)


3-13-2009



10.210
.19#

Form of Indemnification Agreement for each of Jitendra S.
    Saxena, James Baum, Patrick J. Scannell, Jr., Raymond Tacoma,
    Patricia Cotter, Sunil Dhaliwal, Ted R. Dintosmith, Francis A.
    Dramis Jr., Robert J. Dunst, Jr., Paul J. Ferri, Peter Gyenes,
    Charles F. Kane and Edward J. Zander

S-1/A (333-141522)


6-28-2007



10.1510
.20

Contractor Agreement between Persistent Systems Pct. Ltd and the
    Registrant, dated as of February 1, 2001

S-1/A (333-141522)


7-3-2007



10.1810
.21

Manufacturing Services Agreement by and between the Registrant
    and Sanmina-SCI Corporation, dated as of June 17, 2004, as
    amended by Amendment No. 1 to the Manufacturing Services
    Agreement, dated as of May 11, 2005

S-1/A (333-141522)


5-15-2007



10.1921
.1

Subsidiaries of the Registrant












*23
.1

Consent of PricewaterhouseCoopers LLP












*31
.1

Certification of Principal Executive Officer, Pursuant to
    Securities Exchange Act
    Rules 13a-14(a)
    and 15d-14(a), as Adopted Pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.












*31
.2

Certification of Principal Financial Officer, Pursuant to
    Securities Exchange Act
    Rules 13a-14(a)
    and 15d-14(a), as Adopted Pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.












* 84




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##### Table of Contents



Incorporated by Reference toExhibit



Form and

SEC

Exhibit

Filed withNo.

Description

SEC File No.

Filing Date

No.

this 10-K32
.1

Certification of Principal Executive Officer and Principal
    Financial Officer Pursuant to Securities Exchange Act
    Rules 13a-14(b)
    and 15d-14(b), as Adopted Pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002.












*     
    
    Confidential treatment requested as to certain portions, which
    portions have been separately filed with the Securities and
    Exchange Commission.#
    
    Management contracts or compensatory plans or arrangements
    required to be filed as an exhibit hereto pursuant to
    Item 15(a) of
    Form 10-K. 85




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##### Table of Contents



SIGNATURES
      By:
    /s/  James
    Baum        Signature

Title

DateBy:

/s/  James
    BaumJames
    Baum

President, Chief Executive Officer and Director (principal
    executive officer)

March 26, 2009By:

/s/  Patrick
    J. Scannell, Jr.Patrick
    J. Scannell, Jr.

Senior Vice President and Chief Financial Officer (principal
    financial and accounting officer)

March 26, 2009By:

/s/  Francis
    A. Dramis, Jr.Francis
    A. Dramis, Jr.

Director

March 26, 2009By:

/s/  Robert
    J. Dunst, Jr.Robert
    J. Dunst, Jr.

Director

March 26, 2009By:

/s/  Paul
    J. FerriPaul
    J. Ferri

Director

March 26, 2009By:

/s/  Peter
    GyenesPeter
    Gyenes

Director

March 26, 2009By:

/s/  Charles
    F. KaneCharles
    F. Kane

Director

March 26, 2009By:

Jitendra
    S. Saxena

Director

March   , 2009By:

/s/  Edward
    J. ZanderEdward
    J. Zander

Director

March 26, 2009  86