UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington
D.C. 20549
 
 FORM
10-K
  (Mark
One)
 x
              ANNUAL REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For the
fiscal year ended December 31, 2008
  OR
   ̈
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For the
Transition Period from 
to
  Commission
File Number: 000-50838
 
  NETLOGIC
MICROSYSTEMS, INC.
 (Exact
name of registrant as specified in its charter)


Delaware
            
            77-0455244(State
      or Other Jurisdiction of Incorporation)
            
            (I.R.S.
      Employer Identification No.)1875
      Charleston Road, Mountain View, California
            
            94043(Address
      of principal executive office)
            
            (Zip
      Code)





(650)
961-6676


(Registrant’s
telephone number, including area code)





Securities
registered pursuant to Section 12(b) of the Act:




Common
      Stock, $0.01 par value per share
            
            The
      NASDAQ Stock Market LLC





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





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





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





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  x
    No   ̈





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.  x





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





Large
accelerated filer   ̈    Accelerated
filer  x    Non-accelerated
filer (Do not check if a smaller reporting company)   ̈


Smaller
reporting company   ̈





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





The
aggregate market value of the voting stock held by non-affiliates of the
registrant as of June 30, 2008, the last business day of the registrant’s
most recently completed second fiscal quarter, was approximately $588,857,975
(based on the last reported sale price of $33.20 on June 30,
2008).





21,895,133 shares
of the Registrant’s common stock, par value $0.01 per share, were outstanding as
of January 31, 2009.





DOCUMENTS
INCORPORATED BY REFERENCE





Portions
registrant’s proxy statement to be delivered to stockholders in connection with
the registrant’s 2009 Annual Meeting of Stockholders to be held on or about
May 15, 2009 are incorporated by reference into Part III of this Form 10-K.
The registrant intends to file its proxy statement within 120 days after its
fiscal year end.




Table of Contents


NETLOGIC MICROSYSTEMS, INC.


FISCAL
2008 FORM 10-K





TABLE OF CONTENTS




PagePART
      IItem
      1.
            
            Business
            
            3Item
      1A.
            
            Risk
      Factors
            
            10Item
      1B.
            
            Unresolved Staff Comments
            
            19Item
      2.
            
            Properties
            
            19Item
      3.
            
            Legal
      Proceedings
            
            19Item
      4.
            
            Submission
      of Matters to a Vote of Security Holders
            
            19PART IIItem
      5.
            
            Market for
      Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
            
            20Item
      6.
            
            Selected
      Financial Data
            
            22Item
      7.
            
            Management’s Discussion and Analysis of Financial Condition
      and Results of Operations
            
            23Item
      7A.
            
            Quantitative and Qualitative Disclosures About Market
      Risk
            
            31Item
      8.
            
            Financial
      Statements and Supplementary Data
            
            32Item
      9.
            
            Changes in
      and Disagreements with Accountants on Accounting and Financial
      Disclosure
            
            59Item 9A.
            
            Controls
      and Procedures
            
            59Item
      9B.
            
            Other
      Information
            
            59PART IIIItem
      10.
            
            Directors, Executive Officers and Corporate
      Governance
            
            60Item
      11.
            
            Executive
      Compensation
            
            60Item
      12.
            
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
            
            60Item
      13.
            
            Certain
      Relationships and Related Transactions and Director
      Independence
            
            60Item
      14.
            
            Principal
      Accounting Fees and Services
            
            60PART
      IVItem 15.
            
            Exhibits
      and Financial Statement Schedules
            
            61Signatures
            
            64




2
 Table of
Contents




PART I





Forward-looking
Statements





This
report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended, which include, without
limitation, statements about our future business operations and results, the
market for our technology, our strategy and competition. Such statements are
based upon current expectations that involve risks and uncertainties. Any
statements contained herein that are not statements of historical fact may be
deemed forward-looking statements. For example, the words “believes”,
“anticipates”, “plans”, “expects”, “intends” and similar expressions are
intended to identify forward-looking statements. Our actual results and the
timing of certain events may differ significantly from the results discussed in
the forward-looking statements. Factors that might cause such a discrepancy
include, but are not limited to, those discussed in “Business”, “Risks Factors”,
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and “Quantitative and Qualitative Disclosures About Market Risk”
below. All forward-looking statements in this report are based on information
available to us as of the date of this report, and we assume no obligation to
update any such forward-looking statements. The information contained in this
report should be read in conjunction with our condensed financial statements and
the accompanying notes contained in this report. Unless expressly stated or the
context otherwise requires, the terms “we”, “our”, “us” and “NetLogic
Microsystems” refer to NetLogic Microsystems, Inc.




ITEM 1.
              BUSINESS.


Overview





We are a
semiconductor company that designs, develops and sells proprietary
high-performance processors and high-speed integrated circuits that are used by
original equipment manufacturers (OEMs) in routers, switches, wireless
infrastructure equipment, network security appliances, datacenter servers,
network access equipment and network storage devices to accelerate the delivery
of voice, video, data and multimedia content for advanced enterprise,
datacenter, communications and mobile wireless networks. Our knowledge-based
processors, physical layer products and network search engine products are
incorporated in systems used throughout multiple types of networks that comprise
the global Internet infrastructure, including the enterprise, datacenter, metro,
access, edge and core networking markets, and are designed into systems offered
by leading networking OEMs such as AlaxalA Networks Corporation, Alcatel-Lucent,
ARRIS Group, Inc., Brocade Communications Systems, Inc.,  Cisco
Systems, Inc., Huawei Technologies Co., Ltd., and Juniper Networks,
Inc.





The
products and technologies we have developed and acquired are targeted to enable
our customers to develop systems that support the increasing speeds and
complexity of the Internet infrastructure. We believe there is a growing need to
include knowledge-based processors and high speed integrated circuits in a
larger number of such systems as networks transition to all Internet Protocol
(IP) packet processing at increasing speeds.





The
equipment and systems that use our products are technically complex. As a
result, the time from our initial customer engagement design activity to volume
production can be lengthy and may require considerable support from our design
engineering, research and development, sales, and marketing personnel in order
to secure the engagement and commence product sales to the customer. Once the
customer’s equipment is in volume production, however, it generally has a life
cycle of three to five years and requires less ongoing support.





In
general, we recognize revenue from sales of our products upon shipment to our
customers or our international stocking sales representatives. Usually, we sell
the initial shipments of a product for a new design engagement directly to the
OEM customer. Once the design enters volume production, the OEM frequently
outsources its manufacturing to contract manufacturers who purchase the products
directly from us.





As a
fabless semiconductor company, our business is less capital intensive than
others because we rely on third parties to manufacture, assemble, and test our
products. In general, we do not anticipate making significant capital
expenditures aside from business acquisitions that we might make from time to
time. In the future, as we launch new products or expand our operations,
however, we may require additional funds to procure product mask sets, order
elevated quantities of wafers from our foundry partners, perform qualification
testing and assemble and test those products.





Because
we purchase all wafers from suppliers with fabrication facilities and outsource
the assembly and testing to third party vendors, a significant portion of our
costs of revenue consists of payments to third party vendors. We do not have
long-term agreements with any of our suppliers and rely upon them to fulfill our
orders.





Some of
our challenges in fiscal 2008 and in fiscal 2009 include improving operating
efficiencies in the light of recently deteriorating macroeconomic conditions,
diversifying our product offerings and inventory management. While we achieved a
year-over-year growth in total revenue from $109.0 million for fiscal year 2007
to $139.9 million for fiscal year 2008, we did experience a quarter-over-quarter
decline in revenue from $38.3 million for our third fiscal quarter in 2008 to
$30.9 million for our fourth fiscal quarter in 2008. We believe the decrease in
demand was primarily due to macroeconomic conditions that decreased customer
demand for our products. We also expect revenue for the first quarter of fiscal
2009 to decline further relative to the first quarter of fiscal
2008.  In response, we have focused on operating efficiencies and
lowered our operating expenses from $20.8 million for the third quarter of
fiscal 2008 to $20.1 million for our fourth fiscal quarter in 2008. We expect to
remain focused on maintaining our operating expenses at an appropriate level
relative to our revenue during this period of macroeconomic
weakness.





For the
years ended December 31, 2008, 2007, and 2006, our top five customers
accounted for approximately 68%, 79% and 84% of total product revenue,
respectively. Favorable
market trends, such as the increasing number of 10 Gigabit ports as enterprises
and datacenters upgrade their legacy networks to better accommodate the
proliferation of video and virtualization applications, growth in the cable
infrastructure area of our business, and the growing mobile wireless
infrastructure and IPTV markets, have enabled us to broaden our customer base
and increase demand for our knowledge-based processors and network search
engines. Additionally, we have further diversified our customer and product
revenues by expanding our product portfolio to address Layer 7 content
processing with our NETL7TM
processor family, the Layer 1 physical layer with our 10 Gigabit Ethernet
products, and entry level equipment with our NETLiteTM processors.




As an
integral part of our efforts to diversify our product and customer base, as well
as strengthen our competitive positioning, and broaden our technology portfolio
and research and development capabilities, we have entered into strategic
acquisitions of products and technology, including:
  •
              The
      acquisition of the majority of products and assets of the network search
      engine business from Cypress Semiconductor Corporation (“Cypress”) in
      February 2006, where we obtained the SahasraTM
      algorithmic technology that we integrated into our NL9000 knowledge-based
      processor which we announced in January
2008;
  •
              The
      acquisition of TCAM2 and TCAM2-CR network search engine products from
      Cypress in August 2007 that have resulted in immediate revenue expansion,
      as well as extension of our market leadership in the desktop switching
      market segment; and
  •
              The
      acquisition of Aeluros Inc., a privately-held, fabless provider of
      industry-leading 10-Gigabit Ethernet physical layer products in October
      2007, which extends our product offerings to the physical layer, or Layer
      1, of the Open Systems Interconnection reference model, and is consistent
      with our strategy to target customer systems that are being built to
      handle the increasing speeds of network traffic. This acquisition also
      increased our analog design capabilities and our ability to integrate
      higher speed, lower power I/O functionality into our next generation
      knowledge-based processors.





3
 Table of
Contents




Our
Markets





We sell
our products primarily to OEMs that supply networking equipment for the Internet
infrastructure, which consists of various networking systems that process
packets of information to enable communication between the networking systems.
This networking equipment includes routers, switches, application acceleration
equipment, network security appliances, network access equipment and networked
storage devices that are utilized by networking systems such as:




•
            
            core
      networks, for long-distance city-to-city communications which may span
      hundreds or thousands of miles;




•
            
            enterprise
      networks, for internal corporate communications, including access to
      storage environments;




•
            
            datacenter
      networks, for high-density server
farms;




•
            
            metro
      networks, for intra-city communications which may span several
      miles;




•
            
            edge
      networks, which link core, metro, enterprise and access networks;
      and




•
            
            access
      networks, which connect individual users to the edge
    network.





Sales of
networking equipment have increased overall during the past five years, as the
Internet has continued to grow and evolve to accommodate the continued growth in
the amount of digital media content available and provide converged support for
the quad-play applications of voice, data, video and mobility over a single
unified Internet Protocol, or IP, infrastructure. These applications
include:




•
            
            Internet
      Protocol Television, or IPTV;




•
            
            Video
      on demand, or VoD;




•
            
            Voice
      transmission over the Internet, or
VoIP;




•
            
            On-line
      gaming;




•
            
            Filtering
      of malware (e.g., virus, spyware and spam) and intrusion
      attempts;




•
            
            Music,
      picture and video file downloading and
sharing;




•
            
            Email
      communications;




•
            
            E-commerce;




•
            
            Music,
      picture and video file downloading and sharing to mobile devices such as
      cell phones and portable music/video devices;
  and




•
            
            Internet
      Web-surfing and video portal viewing, such as You-Tube, delivered over the
      IP infrastructure to cell phones and other mobile
  devices.





Due to
the increased usage of the Internet, as well as the greater complexity of
Internet-based infrastructure to support quad-play applications, OEM systems
must increasingly make complex decisions about individual packets of information
using knowledge about the overall network, which includes the method and
manner  in which networking systems are interconnected, as well as traffic
patterns and congestion points, connection availability, user-based privileges,
priorities and other attributes. These systems also need knowledge about
the content carried by the network and the applications that use the network.
Using this knowledge of the network to make complex decisions about individual
packets of information involves network awareness, while using knowledge of
packet content to make complex decisions about individual packets of information
involves content awareness, also known as deep-packet inspection. Network
awareness and content awareness include the following:




•
            
            Preferential
      transmission of packets based upon assigned
  priority;




•
            
            Restrictions
      on access based upon security
designations;




•
            
            Changes
      to packet forwarding destinations based upon traffic patterns and
      bandwidth availability, or packet content;
and




•
            
            Addition
      or deletion of information about networks and users and
      applications.




Moreover,
network and content awareness in advanced systems require multiple classes of
packet processing, in addition to forwarding packets in the network. These
additional classes of processing include access control for network security,
prioritization of packets to maintain quality of service (“QoS”) and statistical
measurement of Internet traffic for transaction billing. Compared to the basic
processing task of forwarding, these additional classes of
packet processing require a significantly higher degree of processing of IP
packets to enable network and content awareness, or network-aware and
content-aware processing.
 
 Further,
in designing high performance systems, networking OEMs need to address other
performance issues, such as power dissipation. Minimizing the power dissipated
by integrated circuits is becoming more important for networking systems such as
routers and switches, which are increasingly designed in smaller form factors.
As a result, networking OEMs increasingly seek third party providers of advanced
processing solutions that complement their core competencies to enable network
and content awareness within their systems and meet their escalating performance
requirements for rapid processing speeds, complex decision-processing
capabilities, low power dissipation, small form factor and rapid
time-to-market.





4
 Table of
Contents




Our
Strategy





Our
objectives are to be the leading provider of network-aware and content-aware
processing solutions, as well as 10 to 100 Gigabit physical layer
solutions,  to networking OEMs and to expand into new markets and
applications. To achieve these goals, we are pursuing the following
strategies:





Maintain and Extend
our Market and Technology Leadership Positions. We were the first
supplier of knowledge-based processors to offer a “hybrid” architecture that
integrates our advanced Sahasra algorithmic technology with knowledge-based
processing engines; the first supplier to offer 64Gbps of interconnect
bandwidth, the first supplier to offer approximately 256 thousand Internet
Protocol Version 6 (“IPv6”) database entries and 1 million Internet
Protocol Version 4 (“IPv4”) data entries, the first supplier to achieve 1.0 Volt
operation of knowledge-based processors for lower power dissipation; and the
first supplier to achieve operating frequencies of up to 500 MHz. We were also
the first supplier of knowledge-based processors that are capable
of processing application networking and security functions with a single
10 Gigabit-per-second engine. In addition, we were the first supplier of
quad-port 10 Gigabit and 100 Gigabit PHY solutions targeted at next-generation
carrier optical transport networks and advanced data-center networks. We intend
to expand our market and technology leadership positions by continuing to invest
in the development of successive generations of our knowledge-based processors
and our other products to meet the increasingly high performance needs of
networking OEMs, and as well as potentially acquire such capabilities through
strategic partnerships and purchases of other businesses when we encounter
favorable opportunities. We intend to leverage our engineering capabilities and
continue to invest significant resources in recruiting and developing additional
expertise in the area of high performance circuit design, custom circuit layout,
high performance I/O interfaces, and applications engineering. By utilizing our
proprietary design methodologies, we intend to continue to target the most
demanding, advanced applications for our products.





Focus on Long-Term Relationships
with Industry-Leading OEM Customers. The design and product life
cycles of our OEM customers’ products have traditionally been lengthy, and we
work with our OEM customers at the pre-design and design stages. As a result,
our sales process typically requires us to maintain a long-term commitment and
close working relationship with our existing and potential OEM customers. This
process involves significant collaboration between our engineering team and the
engineering and design teams of our OEM customers, and typically involves the
concurrent development of our processors and the internally-designed packet
processors of our OEM customers. We intend to continue to focus on building
long-term relationships with industry-leading networking OEMs to facilitate the
adoption of our products and to gain greater insight into the needs of our OEM
customers.





Leverage Technologies to Create New
Products and Pursue New Market Opportunities. We intend to leverage
our core design expertise to develop our products for a broader range of
applications to further expand our market opportunities. We plan to address new
market segments that are increasingly adopting network-aware processing, such as
corporate storage networks that use IP-based packet-switching networking
protocols. By utilizing our proprietary design methodologies, we intend to
continue to target the most demanding, advanced applications for our
products.





Capitalize on Highly Focused
Business Model. We are a fabless semiconductor company, utilizing
third parties to manufacture, assemble and test our products. This approach
reduces our capital and operating requirements and enables us to focus greater
resources on product development. We work closely with our wafer foundries
to incorporate advanced process technologies in our solutions to achieve higher
levels of performance and to reduce costs. These technologies include advanced
130, 110, 80 and 55 nanometer complimentary metal oxide semiconductor (“CMOS”)
processing nodes with up to eight layers of copper interconnect and 300
millimeter wafer sizes. Our business model allows us to benefit from the large
manufacturing investment of our wafer foundries which are able to leverage their
investment across many markets.





Expand International
Presence. We sell our products on a worldwide basis and utilize a
network of direct sales and independent sales representatives in the U.S.,
Europe and Asia. We intend to continue to expand our sales and technical support
organization to broaden our customer reach in new markets. We believe that Asia,
in particular China, and Europe, where we have already established customer
relationships, provides the potential for significant additional long-term
growth for our products. Given the continued globalization of OEM supply chains,
particularly with respect to design and manufacturing, we believe that having a
global presence will become increasingly important for securing new customers
and design wins and to support OEMs in bringing their products to
markets.





Our
Products





Our
products include high-performance knowledge-based processors, NETLiteTM
processors, network search engines and physical layer products.





Knowledge-based
Processors





Knowledge-based
processors are integrated circuits that employ an advanced processor
architecture and a large knowledge or signature database containing information
on the network, as well as applications and content that run on the
network, to make complex decisions about individual packets of information
traveling through the network. Our knowledge-based processors significantly
enhance the ability of networking OEMs to supply network service providers with
systems offering more advanced functionality for the Internet, such as support
for IPTV, VoIP, unified threat management, or UTM, virtual private networks, or
VPNs, rich content delivery over mobile wireless networks, and streaming video
and audio.




Our
knowledge-based processors incorporate advanced technologies that enable rapid
processing, such as a superscalar architecture, which uses parallel-processing
techniques, and deep pipelining, which segments processing tasks into smaller
sub-tasks, for higher decision throughput. These technologies enable wireline
and wireless networking systems to perform a broad range of network-aware and
content-aware processing functions, such as application-based routing, UTM
network security, intrusion detection and prevention, virus inspection, access
control for network security, prioritization of traffic flow to maintain quality
of service and statistical measurement of Internet traffic for transaction
billing.
 
 We offer
knowledge-based processors in two main product families: Layer 3-4
knowledge-based processors for use in routers, switches, network access
equipment and networked storage devices; and Layer 7 knowledge-based processors
for use in Layer 7 application switches and routers, UTM appliances, intrusion
detection and prevention systems, and anti-virus
gateways.


5
 Table of
Contents




Layer 3-4 Knowledge-based
Processors. Layers 3 and 4 refer to the data and transport layers,
respectively, of the OSI reference model. For networking infrastructure that
supports Layer 3-4 routing, decisions on how to handle IP packets are made using
the data that is contained in the packet header. The packet header
information consists of key data regarding the packet, including the IP address
of the system that generated the packet, referred to as the source
IP address, and the IP address of the device to which the packet is to be
transmitted, referred to as the destination IP address. Our proprietary NL5000,
NL6000, NL7000, NL8000 and NL9000 families of knowledge-based processors operate
in conjunction with an OEM-developed custom integrated circuits, programmable
logic devices, and one or more network processing units (NPUs), and feature a
proprietary interface that provides advanced interface technology to enable
networking OEMs to meet their system performance requirements for Layer 3-4
processing. We also provide versions of our proprietary interface
knowledge-based processors that work with proprietary custom integrated circuits
and application software developed by or in collaboration with Cisco
Systems.





Networking
OEMs typically require solutions at different prices in order to target
different market segments with the same design. To satisfy this demand, we offer
knowledge-based processors with a range of knowledge database sizes, and all of
our knowledge-based processors are designed to be connected in groups to
increase the knowledge database available for processing.





In 2008,
we announced initial production shipments of the NL71024XT
knowledge-based  processor, which is optimized for Terabit routing and
switching applications. Multiple NL71024XT processor can be clustered together
to increase processing performance, and our customers have incorporated as many
as 30 NL71024XT processors in a system for full Terabit routing
performance.





Also in
2008, we announced production shipments of our NL91024 and NL91024XT
knowledge-based processors, which are capable of processing 1.5 billion
decisions per second. These latest additions to our NL9000 processor family
integrate 128 knowledge-based processing engines, feature our Intelligent Load
Balancing Engine that efficiently allocates multiple tasks and coordinates
communications among processing engines, ands incorporate our advanced Sahasra
technology to lower power consumption.





We also
offer our Sahasra family of knowledge-based processors which use advanced
algorithms to achieve low power dissipation and are particularly well suited for
applications using exact match or longest-prefix match functions. This family of
devices scales up to 1.5 million IPv4 entries in a single
device.





NETL7TMLayer 7 Knowledge-based
Processors. For networking infrastructure that supports Layer 7 routing,
decisions on how to handle IP packets are made using the information that is
contained in the packet payload or packet content. The packet content contains
the actual data being transmitted between applications using the network. Layer
7 of the OSI reference model, known as the application layer, facilitates
communication between software applications and lower-layer network services.
Our NETL7TM  knowledge-based processors are designed to accelerate Layer
7 content processing and signature recognition tasks for enterprise and
carrier-class networks. In 2008, we announced the availability of the NLS205
NETL7 processor capable of scaling from 250 Megabits per second to 2.5 Gigabits
per second line rates, and the NLS2000 NETL7 processing solution that provides
up to 20 Gigabits per second of deep-packet inspection performance-. This
extends the processing capabilities of our knowledge-based processors into the
packet payload, thereby enabling the design and deployment of next-generation
networking systems that can make packet processing decisions based on an
awareness of the packet content. Typical applications for the NETL7 processors
include Layer 7 application switches and routers, mobile wireless infrastructure
equipment, unified threat management appliances, intrusion detection and
prevention systems and malware protection gateways.





NETLiteTM
Processors





Our
NETLiteTM processor families are specifically designed for cost-sensitive,
high-volume applications such as entry-level switches, routers and access
equipment. The NETLite processor families leverage circuit techniques developed
and refined during the design of our knowledge-based processor families, and
benefit from die size optimization, lower power dissipation and redundant
computing techniques. In addition, the NETLite processors utilize a simplified
pipeline architecture, as compared to our knowledge based processors, that
allows for lower cost manufacturing and assembly in less expensive packages, and
allows for lower cost system designs. As such, the NETLite processors are
ideal for entry-level systems that do not require the advanced parallel
processing and deep pipelining performance of our high-end knowledge-based
processors.





Our
NETLite processors also include the AyamaTM10000 and Ayama 20000 processors. We
offer these processors in densities ranging from 128K to 512K IPv4 entries, and
they include differentiated features such as Mini-KeyTM power management. The
Ayama 20000 processors incorporate all the features of the Ayama 10000
processors and work seamlessly with industry-leading NPUs. To help reduce
development time and cost, we also offer the Ayama processors with our
CynapseTM  software platform for customers to more easily integrate
these processors into their systems.





In 2008,
we announced the availability and production shipment of two new NETLite
processors, the NL56615 and NL3380, designed utilizing 55 nanometer process
geometries. These new NETLite processors are targeted to operate in conjunction
with a new generation of merchant silicon switches and network processors to
enable higher performance, lower power and lower system costs for customers
developing next-generation enterprise desktop switches.





Network
Search Engines





We
continue to support our legacy network search engines, which include the NSE1000
through NSE4000, the NSE70000 network search engine families and the NSE3128GLM
network search engines, a device that interfaces directly to certain NPUs from
Applied Micro Circuits Corporation. We introduced our network search engine
products between 1998 and 2001. These products are fabricated by UMC or
TSMC using a range of process technologies from 0.35 micron to 0.15
micron.




In August
2007, we purchased the TCAM2 network search engine products and certain
related assets from Cypress. The acquisition of the TCAM2 products has expanded
our revenue base and extended our market presence in the desktop switching
market segment.
 
 Physical
Layer Products
 
 Our PLP,
or physical layer, family of products provides high-performance, single and
dual-channel low-power interface technology for high-density data communication
and storage systems, and offers comprehensive support for multiple 10-Gigabit
Ethernet standards. The PLP products also integrate advanced electronic
dispersion compensation, technology. We expect our PLP family of products to
benefit from the same market drivers as our knowledge-based processors,
including growth in 10-Gigabit Ethernet ports in switches and routers, upgrades
of the telecom infrastructure to support IPTV, and the deployment of the 10Gbit
Ethernet IP-backbone for advanced mobile wireless networks.
 
 In 2008,
we introduced several new physical layer products, including dual-port 10
Gigabit Ethernet products, the industry’s first quad-port physical layer
products and our NLP10000, the industry’s first 100 Gigabit Ethernet
physical layer solution which is targeted at next-generation core, metro, data
center and access aggregation systems.


6
 Table of
Contents


Customers





The
markets for networking systems utilizing our products and services are mainly
served by large networking OEMs, such as AlaxalA Networks Corporation,
Alcatel-Lucent, ARRIS Group, Inc., Brocade Communications Systems, Inc., Cisco
Systems, Inc., Extreme Networks, Inc., Fujitsu Limited, Hitachi, Ltd., Huawei
Technologies Co., Ltd., and Juniper Networks, Inc.





We work
with these and other networking OEMs to understand their requirements, and
provide them with solutions that they then qualify and, in some cases, specify
for use within their systems. While we sell directly to some networking OEMs, we
also provide our products and services indirectly to other networking OEMs
through their contract manufacturers, who in turn assemble our products into
systems for delivery to our OEM customers. Sales to contract manufacturers
accounted for 41%, 65% and 78% of total revenue in 2008, 2007 and 2006,
respectively. Sales of our products are made under short-term, cancelable
purchase orders. As a result, our ability to predict future sales in any given
period is limited and subject to change based on demand for our OEM customers’
systems and their supply chain decisions.





We also
provide our products and services indirectly to our OEM customers through our
international stocking sales representatives. Our stocking sales representatives
are independent entities that assist us in identifying and servicing foreign
networking OEMs and generally purchase our products directly from us for resale
to OEMs or contract manufacturers located outside the U.S. These international
stocking sales representatives generally exclusively service a particular
foreign region or customer base, and purchase our products pursuant to
cancelable and reschedulable purchase orders containing our standard warranty
provisions for defects in materials, workmanship and product performance. At our
option, defective products may be returned for their purchase price or for
replacement. To date, our international stocking sales representatives have
returned a small number of defective products to us. Our international stocking
sales representatives may also act as a sales representative and receive
commissions on sales of our products. Our international stocking sales
representatives include Bussan Microelectronics Corporation/Mitsui Comtek
Corporation and Lestina International Limited. Sales through our international
stocking sales representatives accounted for 10%, 11% and 13% of total revenue
in 2008, 2007 and 2006, respectively. While we have purchase agreements with our
international stocking sales representatives, they do not have long-term
contracts with any of our OEM customers that use our products and
services.





On
November 7, 2005, we entered into master purchase agreements with each of
Cisco Systems, Inc. and Cisco Systems International B.V. Cisco, who together
with their contract manufacturers, are our largest customers. Pursuant to these
agreements, we agreed to supply to Cisco (including its subsidiaries and
contract manufacturers) certain of our products for incorporation into Cisco’s
products. These agreements set forth the general business terms and conditions
applicable to our sales to Cisco, including,




•
            
            our
      obligation to accept all purchase orders from Cisco, unless we are unable
      to meet Cisco’s schedule;




•
            
            our
      obligation to ensure that we have the capacity to increase or decrease
      production of our knowledge-based processors based upon Cisco’s demand
      forecasts;




•
            
            our
      obligation to use our best efforts to meet Cisco’s stated cost reduction
      targets and to provide to Cisco all price decreases that we
      achieve;




•
            
            “most
      favored nation” pricing and related audit rights in favor of Cisco,
      providing that, in any quarter, the prices paid by Cisco for our products
      (including progeny and replacements), will be the lowest prices paid for
      those products by any of our other customers who purchase as much or less
      than Cisco;




•
            
            our
      obligation to provide Cisco, in the event of any short supply of products
      or components, an allocation that is no less favorable than that provided
      to our other customers purchasing similar quantities of similar
      products;




•
            
            Cisco’s
      cancellation rights for standard and custom
  products;




•
            
            Cisco’s
      approval and related rights with respect to any proposed changes to, or
      discontinuation of, our products purchased by
  Cisco;




•
            
            Cisco’s
      right to purchase our knowledge-based processors directly from our
      manufacturers under the following
circumstances;




·product
      discontinuation;




·bankruptcy,
      insolvency and similar situations;




·transfer
      of at least 50% of our voting control to a Cisco competitor that generates
      less than 50% of its annual sales from integrated circuit
      products;




•
            
            in
      all cases, subject, among other things, to Cisco’s continuing obligation
      to pay us for the product and our obligation to disclose the costs charged
      to us by our manufacturers;




•
            
            perpetual,
      royalty-free, non-exclusive, worldwide license grant to Cisco to use
      binary code versions of our software in connection with Cisco’s
      manufacture, sale, license, loan or distribution of its products;
      and




•
            
            Cisco’s
      extended product warranties, generally for three years and, in the case of
      epidemic failures, for five years and our indemnification obligation for
      epidemic failures which will not exceed the greater of (on a per claim
      basis) 25% of all amounts paid to us by Cisco during the preceding 12
      months (approximately $13.2 million at December 31, 2008) or $9.0 million,
      plus replacement costs. The initial term of these agreements is three
      years, subject to renewal and termination rights, and which was
      automatically renewed through November
2009.





During
the second half of 2007, at Cisco’s request we transitioned into a just-in-time
inventory model covering substantially all of our product shipments to Cisco and
its contract manufacturers. In conjunction with this transition, in the third
quarter of 2007, we entered into a purchase agreement with Wintec Industries
who, during the second half of 2007, became the primary purchaser of our
products on a consignment basis for resale to Cisco and Cisco’s contract
manufacturers. We generally have provided to Wintec the same terms and
conditions that we provide to Cisco under the master purchase agreement between
us and Cisco, including: our obligations to accept all purchase orders from
Wintec (unless we are unable to meet Wintec’s schedule), ensure that we
have the capacity to increase or decrease production of our products based upon
Wintec’s demand forecasts, use our best efforts to meet Wintec’s stated cost
reduction targets and provide to Wintec all price decreases that we achieve,
cancellation rights for standard and custom products, and extended product
warranties. We also have extended to Wintec a credit limit sufficient to cover
our anticipated annual business with Cisco and Cisco’s contract manufacturers.
Given the volume of business that we have with Wintec, we have received from
Wintic irrevocable letters of credit and reliable guarantees to support the
credit limit we have extended to Wintec. In our discretion, we may accept orders
from Wintec that exceed the credit limit based on our analysis of the
collectability of such orders and Wintec’s payment history. Sales through Wintec
accounted for 35% of total revenue in 2008.




In 2008,
2007 and 2006, Cisco, including its contract manufacturers, accounted for 38%,
50% and 61% of our total revenue, respectively. Cisco accounted for a smaller
portion of our total sales in 2008 as we increased our customer diversification.
Notably, Alcatel-Lucent became a 12% customer, by revenue, in 2008. We expect to
continue to further diversify our customer account base in 2009.




7
 Table of
Contents
  Sales,
Marketing and Distribution





Our sales
and marketing strategy is to achieve design wins with leaders and emerging
participants in the networking systems market and to maintain these design wins
primarily through leading-edge products and superior customer service. We focus
our marketing and sales efforts at a high organizational level of our potential
customers to access key decision makers. In addition, as many networking OEMs
design custom integrated circuits to interface to our products, we believe
that applications support at the early stages of design is critical to reducing
time-to-market and minimizing costly redesigns for our customers.





Our
product sales cycles can take up to 24 months to complete, requiring a
significant investment in time, resources and engineering before realization of
income from product sales, if at all. Such long sales cycles mean that OEM
customers’ vendor selections, once made, are normally difficult to change. As a
result, a design loss to the competition can negatively impact our financial
results for several years. Similarly, design wins can result in an extended
period of revenue opportunities with that customer.





We market
and sell our products through our direct sales force and through independent
sales representatives throughout the world. Our direct sales force is dedicated
to enhancing relationships with our customers. We supplement our direct sales
force with independent sales representatives, who have been selected based on
their understanding of the networking systems market and their level of
penetration at our target OEM customers. We also use application engineers to
provide technical support and design assistance to existing and potential
customers.





Our
marketing group is responsible for market and competitive analyses and defining
our product roadmaps and specifications to take advantage of market
opportunities. This group works closely with our research and development group
to align development programs and product launches with our OEM customers’
schedules. Additionally, this group develops and maintains marketing materials,
training programs and our web site to convey our benefits to networking
OEMs.





We
operate in one business segment and sell our products directly to customers in
the United States, Asia and Europe. Sales for the geographic regions reported
below are based upon the customer headquarter locations. Following is a summary
of the geographic information related to revenues for the years ended
December 31, 2008, 2007 and 2006 (in thousands):




Year
      ended December 31,2008
            
            
            2007
            
            
            2006Revenue:United
      States
            
            $
            46,287
            
            
            $
            48,221
            
            
            $
            54,952Malaysia
            
            
            42,435
            
            
            
            34,017
            
            
            
            21,349China
            
            
            30,378
            
            
            
            14,126
            
            
            
            3,257Other
            
            
            20,827
            
            
            
            12,699
            
            
            
            2,201Total
            
            $
            139,927
            
            
            $
            109,063
            
            
            $
            81,759




Research
and Development





We devote
substantial resources to the development of new products, improvement of
existing products and support of the emerging requirements of networking OEMs.
We have assembled a team of product designers possessing
extensive experience in system architecture, analog and digital circuit design,
hardware reference board design, software architecture and driver design and
advanced fabrication process technologies. In 2005 we opened a design center in
Bangalore, India to accelerate introduction of our product development. As of
December 31, 2008, we had approximately 161 full-time employees
engaged in research and development worldwide. Our research and development
expense was $51.6 million, $45.2 million and $36.6 million for the years
ended December 31, 2008, 2007 and 2006, respectively.


We use a
number of standard design tools in the design, manufacture and verification of
our products. Due to the highly complex design requirements of our products, we
typically supplement these standard tools with our own tools to create a
proprietary design method that allows us to optimize the performance of our
products at the circuit-level.
 
 Manufacturing
and Materials
 
 We design
and develop all of our products and electronically transfer our proprietary
designs to third party wafer foundries to manufacture our products. Wafers
processed by these foundries are shipped to our subcontractors, where they are
assembled into finished products and electronically tested before delivery to
our customers. We believe that this manufacturing model significantly reduces
our capital requirements and allows us to focus our resources on the design,
development and marketing of our products.
 
 Our
principal wafer foundry is TSMC in Taiwan. We are actively involved with product
development on next-generation processes, and are designing products on TSMC’s
most advanced logic processes. The latest generation of our products employs up
to eight layers of copper interconnect and 300 millimeter wafer
sizes.
 
 Our
products are designed to use industry standard packages and be tested using
widely available automatic test equipment. We develop and control product test
programs used by our subcontractors based on our product specifications. We
currently rely on Amkor Technology, Inc., Advanced Semiconductor Engineering,
Inc. in Taiwan, King Yuan Electronics Co., Ltd. in Taiwan, ISE Labs, Inc. and
Viko Test Lab in the U.S. to assemble and test our products. We also have an
office in Taiwan that employs local personnel to work directly with our Asian
wafer manufacturers and assembly and test houses to facilitate manufacturing
operations.
 
 We have
designed and implemented an ISO9001-certified quality management system that
provides the framework for continual improvement of our products, processes and
customer service. We apply well-established design rules and practices for CMOS
devices through standard design, layout and test processes. We also rely on
in-depth simulation studies, testing and practical application testing to
validate and verify our products. We emphasize a strong supplier quality
management practice in which our manufacturing suppliers are pre-qualified by
our operations and quality teams. To ensure consistent product quality,
reliability and yield, we closely monitor the production cycle by reviewing
electrical, parametric and manufacturing process data from each of our wafer
foundries and assembly subcontractors.
 
 We
currently do not have long-term supply contracts with any of our significant
third party manufacturing service providers. We generally place purchase orders
with these providers according to terms and conditions of sale which specify
price and 30-day payment terms and which limit the providers’
liability.


8
 Table of
Contents
  Competition





The
markets for our products are highly competitive. We believe that the principal
bases of competition are:




•
            
            processing
      speed;




•
            
            power
      dissipation;




•
            
            capacity
      of the knowledge or signature database that can be
    processed;




•
            
            advanced
      product features allowing OEM and system customer product
      differentiation;




•
            
            price;




•
            
            product
      availability and reliability;




•
            
            customer
      support and responsiveness;




•
            
            timeliness
      of new product introductions; and




•
            
            credibility
      in designing and manufacturing
products.





We
believe that we compete favorably on each of the bases identified above.
However, some of our competitors have greater financial resources and a longer
track record as a semiconductor supplier than we do. We anticipate that the
market for our products will be subject to rapid technological change. As we
enter new markets and pursue additional applications for our products, we expect
to face competition from a larger number of competitors. Within our target
market, we primarily compete with certain divisions of Integrated Device
Technology, Inc. and Renesas Technology, Corp. In the Layer 7 market, we
primarily compete with certain divisions of LSI Corporation. In the 10-Gigabit
Ethernet physical layer market, we primarily compete with certain divisions of
Applied Micro Circuits Corporation, Broadcom Corporation, Marvell Technology
Group Ltd., Cortina Systems, Inc. and Vitesse Semiconductor Corporation. We
expect to face competition in the future from our current competitors, other
manufacturers and designers of semiconductors, including large integrated device
manufacturers, and innovative start-up semiconductor design
companies.




Intellectual
Property
 
 Our
success and future growth will depend, in part, on our ability to protect our
intellectual property. We rely primarily on patent, copyright, trademark and
trade secret laws to protect our intellectual property. We also attempt to
protect our trade secrets and other proprietary information through agreements
with our customers, suppliers, employees and consultants and through security
protection of our computer network and physical premises. However, these
measures may not provide meaningful protection for our intellectual property.
While our patents and other intellectual property rights are important, we
believe that our technical expertise and ability to introduce new products in a
timely manner will also be important factors in maintaining our competitive
position.
 
 As of
February 5, 2009, we held 246 issued U.S. patents and
12 issued foreign patents with expiration dates ranging from 2011 to
2027.  We also have numerous patent applications pending in the U.S and
abroad. We may not receive any additional patents as a result of these
applications or future applications. Nonetheless, we continue to pursue the
filing of additional patent applications. Any rights granted under any of our
existing or future patents may not provide meaningful protection or any
commercial advantage to us.
 
 Many
participants in the semiconductor industry have a significant number of patents
and have frequently demonstrated a willingness to commence litigation based on
allegations of patent and other intellectual property infringement. From time to
time, we have received, and expect to continue to receive, notices of claims of
infringement or misappropriation of other parties’ proprietary rights. In the
event any such claims result in legal actions, we cannot assure you that we will
prevail in these actions, or that other actions alleging infringement by us of
third party intellectual property rights, misappropriation or misuse by us of
third party trade secrets, or invalidity or unenforceability of our patents will
not be asserted against us or that any assertions of infringement,
misappropriation, misuse, invalidity or unenforceability will not materially and
adversely affect our business, financial condition and results of
operations.
 
 We intend
to protect our rights vigorously, but there can be no assurance that our efforts
will be successful. Thus, despite our precautions, a third party may copy or
otherwise obtain and use our products, services or technology without
authorization, develop similar technology independently or design around our
patents. In addition, effective patent, copyright, trademark and trade secret
protection may be unavailable or limited in certain foreign countries. Moreover,
we often incorporate the intellectual property of third parties into
our designs, which is subject to certain obligations with respect to the
non-use and non-disclosure of such intellectual property. We cannot assure you
that the steps we have taken to prevent infringement, misappropriation or misuse
of our intellectual property or the intellectual property of third parties will
be successful. Furthermore, enforcement of our intellectual property rights may
divert the efforts and attention of our management team and may be costly to
us.
 
 Employees
 
 As of
December 31, 2008, we had 255 full-time employees worldwide, including 161
in research and development, 46 in operations, 27 in sales and
marketing and 21 in general and administrative. None of our employees are
covered by collective bargaining agreements. We believe our relations with our
employees are good.
 
 Available
Information
 
 Our Web
site address is www.netlogicmicro.com. The information in our Web site is not
incorporated by reference into this report. Through a link on the Investor
Relations section of our Web site, we make available 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(a) or
15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable
after they are filed with, or furnished to, the Securities and Exchange
Commission.




9
 Table of
Contents




ITEM 1A.
              RISK
      FACTORS.


If any of the
following risks actually occur, our business, results of operations and
financial condition could suffer significantly.





We
derive most of our revenue from sales of our knowledge-based processors, and, if
the demand for these products and other products does not grow, we may not
achieve our growth and strategic objectives.





Our
knowledge-based processors are used primarily in networking systems, including
routers, switches, network access equipment and networked storage devices. We
derive a substantial portion of our total revenue from sales of our
knowledge-based processors in the networking market and expect to continue to
derive a substantial portion of our total revenue from this market for the
foreseeable future. We believe our future business and financial success depends
on continued market acceptance and increasing sales of our knowledge-based
processors. In order to meet our growth and strategic objectives, networking
original equipment manufacturers, or OEMs, must continue to incorporate, and
increase the incorporation of, our products into their systems as their
preferred means of enabling network-aware processing of IP packets, and the
demand for their systems must grow as well. We cannot provide assurance that
sales of our knowledge-based processors will increase substantially in the
future or that the demand for our customers’ systems will increase as well. In
addition, a majority of the total increase in our revenue in 2008 came from
sales of TCAM2 and PLP products that we acquired in 2007. Our future revenues
from these products may not increase in accordance with our growth and strategic
objectives if the OEM customers modify their current product designs or select
products sold by our competitors instead. Thus, our future success depends in
large part on factors outside our control, and sales of our knowledge-based
processors and other products may not meet our revenue growth and strategic
objectives. Additionally, due to the high concentration of our sales with a
small number of networking OEMs, we cannot guarantee that the demand for the
systems offered by these customers will increase or that our sales will increase
outside this core customer base, and, accordingly, prior quarterly or
annual results may not be an indication of our future revenue growth or
financial results.




Because
we rely on a small number of customers for a significant portion of our total
revenue, the loss of, or a significant reduction in, orders for our products
from these customers would negatively affect our total revenue and
business.
 
 To date,
we have been dependent upon orders for sales of knowledge-based processors to a
limited number of customers, and, in particular, Cisco, for most of our total
revenue. During the years ended December 31, 2008, 2007 and 2006, Cisco and
its contract manufacturers accounted for 38%, 50% and 61% of our total revenue,
respectively. We expect that our future financial performance will continue to
depend in large part upon our relationship with Cisco and several other
networking OEMs.
 
 We cannot
assure you that existing or potential customers will not develop their own
solutions, purchase competitive products or acquire companies that use
alternative methods in their systems. We do not have long-term purchase
commitments from any of our OEM customers or their contract manufacturers.
Although we entered into master purchase agreements with Cisco, one of Cisco’s
foreign affiliates and a Cisco purchasing agent, these agreements do not include
any long-term purchase commitments. Cisco and our other customers do business
with us currently only on the basis of short-term purchase orders (subject, in
the case of Cisco, to the terms of the master purchase agreements), which often
are cancelable prior to shipment. The loss of orders for our knowledge-based
processors for Cisco products or products of other major users of our
knowledge-based processors would have a significant negative impact on our
business.
 
 We
face additional risks to our business success and financial condition because of
our dependence on a small number of customers for sales of our
products.
 
 Our
dependence on a small number of customers, especially Cisco and its contract
manufacturers, for most of our revenue in the foreseeable future creates
additional risks for our business, including the following:
  •
              
              we
      may face increased pressure to reduce the average selling prices of our
      products;
  •
              
              we
      may find it difficult to pass through increases in our manufacturing and
      other direct costs;
  •
              
              the
      reputation of our products in the marketplace may be affected adversely if
      Cisco or other networking OEMs that represent a significant percentage of
      our sales of products reduce or cease their use of our products;
      and
  •
              
              we
      may face problems in collecting a substantial portion of our accounts
      receivable if any of these companies faces financial difficulties or
      dispute payments.
 
 We
have a history of net losses, may incur significant net losses in the future and
may not be able to sustain profitability.
 
 Although
we reported net income of $3.6 million, $2.6 million and $0.6 million during the
years ended December 31, 2008, 2007 and 2006, we reported net losses in
years prior to fiscal 2005. At December 31, 2008, we had an accumulated
deficit of approximately $76.0 million. To sustain profitability, we will have
to continue to generate greater total revenue and control costs and expenses. We
cannot assure you that we will be able to generate greater total revenue, or
limit our costs and expenses, sufficiently to sustain profitability on a
quarterly or annual basis.
 
 Because
we sell our products on a purchase order basis and rely on estimated forecasts
of our customers’ needs, inaccurate forecasts could adversely affect our
business.
 
 We sell
our products pursuant to individual purchase orders (subject, in the case of
Cisco, to the terms of a master purchase agreement), and not pursuant to
long-term purchase commitments. Therefore, we rely on estimated demand
forecasts, based upon input from our customers, to determine how much product to
manufacture. Because our sales are based on purchase orders, our customers may
cancel, delay or otherwise modify their purchase commitments with little or no
consequence to them and with little or no notice to us. For these reasons, we
generally have limited visibility regarding our customers’ product needs. We
cannot provide assurance as to the quantities or timing required by our
customers for our products. We cannot assure you that we will not experience
subsequent substantial warranty claims or that warranty claims will not result
in cancellation of existing orders or reluctance of customers to place future
orders. In addition, the product design cycle for networking OEMs is
lengthy, and it may be difficult for us to accurately anticipate when they will
commence commercial shipments of products that include our knowledge-based
processors. Whether in response to changes affecting the industry or a
customer’s specific business pressures, any cancellation, delay or other
modification in our customers’ orders could significantly reduce our revenue,
cause our operating results to fluctuate from period to period and make it more
difficult for us to predict our revenue. In the event of a cancellation or
reduction of an order, we may not have enough time to reduce operating expenses
to minimize the effect of the lost revenue on our business, and we may purchase
too much inventory and spend more capital than expected.





10
 Table of
Contents




We
are dependent on contract manufacturers for a significant portion of our
revenue.
 
 Many of
our OEM customers, including Cisco, use third party contract manufacturers to
manufacture their networking systems. These contract manufacturers represented
41%, 65% and 78% of our total revenue for the year ended December 31, 2008,
2007 and 2006, respectively. Contract manufacturers purchase our products
directly from us on behalf of networking OEMs. Although we work with our OEM
customers in the design and development phases of their systems, these OEM
customers are gradually giving contract manufacturers more authority in product
purchasing decisions. As a result, we depend on a concentrated group of contract
manufacturers for a substantial portion of our revenue. If we cannot compete
effectively for the business of these contract manufacturers or if any of the
contract manufacturers, which work with our OEM customers, experience financial
or other difficulties in their businesses, our revenue and our business could be
adversely affected. In particular, if one of our OEM customer’s contract
manufacturers becomes subject to bankruptcy proceedings, neither we nor our OEM
customer may be able to obtain any of our products held by the contract
manufacturer. In addition, we may not be able to recover any payments owed to us
by the contract manufacturer for products already delivered or recover the
products held in the contract manufacturer’s inventory when the bankruptcy
proceeding is initiated. If we are unable to deliver our products to our OEM
customers in a timely manner, our business would be adversely
affected.
 
 The
average selling prices of our products may decline, which could reduce our
revenue and gross margin.
 
 In our
experience the average selling prices of our products have declined over the
course of their commercial lives, principally due to the supply of competing
products, reduction in demand from customers, pressure from customers to reduce
prices and product cycle changes, we expect these trends to continue. In
addition, under our master purchase agreements with Cisco, we agreed to provide
to Cisco all price decreases that we achieve, and granted to Cisco the right
(under limited circumstances) to purchase our knowledge-based
processors directly from our manufacturers (subject to payments to us, net
of specified costs). Declining average selling prices can adversely affect our
future operating results. To maintain acceptable operating results, we will need
to develop and introduce new products and product enhancements on a timely basis
and continue to reduce our costs. If we are unable to offset any reductions in
our average selling prices by increasing our sales volumes and achieving
corresponding production cost reductions, or if we fail to develop and introduce
new products and enhancements on a timely basis, our revenue and operating
results will suffer.
 
 We
rely on third parties for the manufacture of our products, and a significant
increase in wafer pricing or our failure to secure sufficient capacity could
limit our growth and adversely affect our operating results.
 
 As a
fabless semiconductor company, we rely on third-party wafer foundries to
manufacture our products. We currently do not have long-term supply contracts
with either of our wafer foundries, Taiwan Semiconductor Manufacturing Co.,
Ltd., or TSMC, and United Microelectronics Corporation, or UMC. Neither TSMC nor
UMC is
obligated to perform services or supply products to us for any specific period,
in any specific quantities or at any specific price, except as may be provided
in a particular purchase order. As a result, there are numerous risks associated
with our reliance on these wafer foundries, including the possibilities that
TSMC or UMC may give higher priority to their other customers or that our
relationships with either wafer foundry may deteriorate. We cannot assure you
that TSMC and UMC will continue to provide us with our products at acceptable
yields or in sufficient quantities, for reasonable costs and on a timely
basis to meet our customers’ needs. A failure to ensure the timely fabrication
of our products could cause us to lose customers and could have a material
adverse effect on our operating results. 
 If either
wafer foundry, and in particular TSMC, ceases to provide us with required
production capacity with respect to our products, we cannot assure you that we
will be able to obtain manufacturing capacity from other wafer foundries on
commercially reasonable terms or that these arrangements, if established, will
result in the successful manufacturing of our products. These arrangements might
require us to share our technology and might be subject to unilateral
termination by the wafer foundries. Even if such capacity is available from
another manufacturer, we would need to convert the production of our integrated
circuits to a new fabrication process and qualify the other manufacturer, which
process could take nine months or longer. Furthermore, we may not be able to
identify or qualify manufacturing sources that would be able to produce wafers
with acceptable manufacturing yields.




We
also rely on third parties for other products and services, including the
assembly, testing and packing of our products, and engineering services, and any
failure by third parties to provide the tools and services we require could
limit our growth and adversely affect our future operating results.
 
 All of
our products are assembled and tested by third-party vendors and require the use
of high performance assembly and test equipment. In addition, in connection with
the design of our products, we use software tools, which we obtain from third
party software vendors, for simulation, layout and other design purposes. Our
reliance on independent assembly, testing, software and other vendors involves a
number of risks, including reduced control over delivery schedules, quality
assurance and costs. We currently do not have long-term supply contracts with
all of these third party vendors. As a result, most of these third party vendors
are not obligated to provide products or perform services to us for any specific
period, in any specific quantities or at any specific price, except as may be
provided in a particular purchase order. The inability of these third party
vendors to deliver high performance products or services of acceptable quality
and in a timely manner, could lengthen our design cycle, result in the loss of
our customers and reduce our revenue.
 
 We also
rely on third party component suppliers to provide custom designed integrated
circuit packages for our products. In some instances, these package designs are
provided by a single supplier. Our reliance on these suppliers involves a number
of risks, including reduced control over delivery schedules, quality assurance
and costs. We currently do not have long-term supply contracts with all of
these package vendors. As a result, most of these third party vendors are not
obligated to provide products or perform services to us for any specific period,
in any specific quantities or at any specific price, except as may be
provided in a particular purchase order. The inability of these third party
vendors to deliver packages of acceptable quality and in a timely manner,
particularly the sole source vendors, could adversely affect our delivery
commitments and adversely affect our operating results or cause them to
fluctuate more than anticipated. Additionally, these packages may require
specialized or high-performance component parts that may not be available in
quantities or in time frames that meet our requirements or the anticipated
requirement of our customers.
 
 In
connection with the design of our products, we have and may license third party
intellectual property, and use third party engineering services. Our reliance on
these third party intellectual property and engineering services providers
involves a number of risks, including reduced control over and quality of the
intellectual property and service deliverables, quality and costs. The inability
of these third party providers to deliver high performance products or services
of acceptable quality and in a timely manner, could lengthen our design cycle,
result in the loss of our customers and reduce our
revenue.


11
 Table of
Contents




Our
costs may increase substantially if the wafer foundries, assembly and test
vendors that supply and test our products do not achieve satisfactory product
yields, reliability or quality.





The wafer
fabrication process is an extremely complicated process where the slightest
changes in the design, specifications or materials can result in material
decreases in manufacturing yields or even the suspension of production. From
time to time, we and our wafer foundries have experienced, and are likely to
continue to experience manufacturing defects and reduced manufacturing yields
related to errors or problems in our wafer foundries’ manufacturing processes or
the interrelationship of their processes with our designs. In some cases, our
wafer foundries may not be able to detect these defects early in the fabrication
process or determine the cause of such defects in a timely manner, which may
affect the quality or reliability of our products. We may incur substantial
research and development expense for prototype or development stage products as
we qualify the products for production.





Generally,
in pricing our products, we assume that manufacturing, assembly and test yields
will continue to increase, even as the complexity of our products increases.
Once our products are initially qualified with our wafer foundries, minimum
acceptable yields are established. We are responsible for the costs of the
wafers if the actual yield is above the minimum. If actual yields are below the
minimum, we are not required to purchase the wafers. The minimum acceptable
yields for our new products are generally lower at first and increase as we
achieve full production. Whether as a result of a design defect or
manufacturing, assembly or test error, unacceptably low product yields or other
product manufacturing, assembly or test problems could substantially increase
the overall production time and costs and adversely impact our operating results
on sales of our products. Product yield losses will increase our costs and
reduce our gross margin. In addition to significantly harming our operating
results and cash flow, poor yields may delay shipment of our products and
harm our relationships with existing and potential customers.





To
be successful we must continue to develop and have manufactured for us,
innovative products to meet the evolving requirements of networking
OEMs.





To remain
competitive, we devote substantial resources to research and development, both
to improve our existing technology and to develop new technology. We also seek
to improve the manufacturing processes for our products, including the use of
smaller process geometries, which we believe is important for our products to
serve our OEM customers’ requirements for enhanced processing. Our failure to
migrate our products to logic processes at smaller process geometries could
substantially reduce the future competitiveness of our products. In addition,
from time to time, we may have to redesign some of our products or modify the
manufacturing process for them. We cannot give you any assurance that we will be
able to improve our existing technology or develop and integrate new technology
into our products. Even if we design better products, we may encounter problems
during the manufacturing or assembly process, including reduced manufacturing
yields, production delays and increased expenses, all of which could adversely
affect our business and results of operations.





In
addition, given the highly complex nature of these products, even the slightest
change or adjustment to our integrated circuit designs could require substantial
resources to implement them. We may not be able to make these changes or
adjustments to our products or correct any errors or defects arising from their
implementation. Failure to make these changes or adjustments or correct these
errors or defects during the product development stages, or any resulting
delays, could severely harm our existing and potential customer relationships
and could likely increase our development costs, adversely affecting our
operating results. If these changes, adjustments, errors or defects are not
identified or requested until after commercial production has begun or after
products have been delivered to customers, we may be required to re-test
existing inventory, replace products already shipped or re-design the products,
all of which would likely result in significant time delays and additional costs
and expenses.




We
have sustained substantial losses from low production yields in the past and may
incur such losses in the future.
 
 Designing
and manufacturing integrated circuits is a difficult, complex and costly
process. Once research and development has been completed and the foundry begins
to produce commercial volumes of the new integrated circuit, products still may
contain errors or defects that could adversely affect product quality and
reliability. We have experienced low yields and have incurred substantial
research and development expenses in the design and initial production phases of
all of our legacy network search engine products and knowledge-based processors.
We cannot assure you that we will not experience low yields, substantial
research and development expenses, product quality, reliability or design
problems, or other material problems with our products that we have shipped or
may ship in the future.
 
 If
we fail to retain key personnel and hire additional personnel, our business and
growth could be negatively affected.
 
 Our
business has been dependent to a significant degree upon the services of a small
number of executive officers and technical employees. We generally do not have
non-competition agreements or term employment agreements with any of our
executive officers, whom we generally employ at will. We do not maintain key-man
life insurance on the lives of any of our key personnel. The loss of any of
these individuals could negatively impact our technology development efforts and
our ability to service our existing customers and obtain new
customers.
 
 Our
future growth will also depend, in part, upon our ability to recruit and retain
other qualified managers, engineers and sales and marketing personnel. There is
intense competition for these individuals in our industry, and we cannot assure
you that we will be successful in recruiting and retaining these individuals. If
we are unable to recruit and retain these individuals, our technology
development and sales and marketing efforts could be negatively
impacted.
 
 If
we fail to maintain competitive equity compensation packages for our employees,
or if our stock price declines materially for a protracted period of time, we
might have difficulty retaining our employees and our business may be
harmed.
 
 In
today’s competitive technology industry, employment decisions of highly skilled
personnel are influenced by equity compensation packages, which offer incentives
above traditional compensation only where there is a consistent, long-term
upward trend over time of a company’s stock price. If our stock price declines
due to market conditions, investors’ perceptions of the technology industry or
managerial or performance problems we have, our equity compensation incentives,
especially stock options may lose value to key employees, and we may lose these
employees or be forced to grant additional options to retain them. This in turn
could result in:
  •
              
              immediate
      and substantial dilution to investors resulting from the grant of
      additional equity awards necessary to retain employees;
  and
  •
              
              potential
      compensation charges against the company, which could negatively impact
      our operating results.


12
 Table of
Contents




A
failure to successfully address the potential difficulties associated with
international business could reduce our growth, increase our operating costs and
negatively impact our business.





We
conduct a significant amount of our business with companies that operate
primarily outside of the United States, and intend to increase sales to
companies operating outside of the United States. For example, our customers
based outside the United States accounted for 67%, 56% and 52% of our total
revenue during the years ended December 31, 2008, 2007 and 2006. Not
only are many of our customers located abroad, but our two wafer foundries are
based in Taiwan, and we outsource the assembly and some of the testing of our
products to companies
based in Taiwan and Hong Kong. We face a variety of challenges in doing business
internationally, including:




•
            
            foreign
      currency exchange fluctuations;




•
            
            unanticipated
      changes in local regulations;




•
            
            potentially
      adverse tax consequences, such as withholding
  taxes;




•
            
            timing
      and availability of export and import
licenses;




•
            
            political
      and economic instability;




•
            
            reduced
      or limited protection of our intellectual
  property;




•
            
            protectionist
      laws and business practices that favor local competition;
    and




•
            
            additional
      financial risks, such as potentially longer and more difficult collection
      periods.





Because
we anticipate that we will continue to rely heavily on foreign based customers
for our future growth, the occurrence of any of the circumstances identified
above could significantly increase our operating costs, delay the timing of our
revenue and harm our business and financial condition.





We
must design our products to meet the needs of our OEM customers and convince
them to use our products, or our revenue will be adversely
affected.





In
general, our OEM customers design our products into their equipment during the
early stages of their development after an in-depth technical evaluation of both
our and our competitors’ products. These design wins are critical to the success
of our business. In competing for design wins, if a competitor’s product is
already designed into the product offering of a potential customer, it becomes
very difficult for us to sell our products to that customer. Changing suppliers
involves additional cost, time, effort and risk for the customer. In addition,
our products must comply with the continually evolving specifications of
networking OEMs. Our ability to compete in the future will depend, in large
part, on our ability to comply with these specifications. As a result, we expect
to invest significant time and effort and to incur significant expense to design
our products to ensure compliance with relevant specifications. Even if a
networking OEM designs our products into its systems, we cannot assure you that
its systems will be commercially successful or that we will receive significant
revenue from sales our products for those systems.





Factors
that negatively affect the businesses of the networking OEMs that use or could
use our products could negatively impact our total revenue.





The
timing and amount of our revenue depend on the ability of the networking OEMs
who use our knowledge-based processors to market, produce and ship systems
incorporating our technology. Factors that negatively affect a significant
customer or group of customers could negatively affect our results of operations
and financial condition. Many issues beyond our control influence the success of
the networking OEMs that use our products, including, for example, the highly
competitive environment in which they operate, the strength of the markets for
their products, their engineering capabilities, their ability or inability to
obtain other components from other suppliers, the compatibility of any of their
other components with our products, the impact of the worldwide recession on
their capital spending and sales of their networking equipment, and their
financial and other resources. Likewise, we have no control over their product
development or pricing strategies, which directly affect sales of their products
and, in turn, our revenue and the current worldwide recession is likely to
reduce our year over year total revenue in at least the first half of fiscal
2009 as our customers in Japan and the markets for high-end enterprise, cable
and datacenter equipment have reduced their capital expenditures. A decline in
sales of our OEM customers’ systems that use our knowledge-based processors
would reduce our revenue. In addition, seasonal and other fluctuations in demand
for their products could cause our operating results to fluctuate, which could
cause our stock price to fall.




We
have a lengthy sales cycle, which may result in significant expenses that do not
generate significant revenue or delayed revenue generation from our selling
efforts and limits our ability to forecast our revenue.





We expect
that our product sales cycle, which results in our products being designed into
our customers’ products, could take up to 24 months. It can take an additional
nine months to reach volume production of these products. A number of factors
can contribute to the length of the sales cycle, including technical evaluations
of our products by networking OEMs, the design process required to integrate our
products into our OEM customers’ products and the timing of networking OEMs’ new
product announcements. In anticipation of product orders, we may incur
substantial costs before the sales cycle is complete and before we receive any
customer payments. As a result, in the event that a sale is not completed or is
cancelled or delayed, we may have incurred substantial expenses, making it more
difficult for us to become profitable or otherwise negatively impacting our
financial results. Furthermore, because of our lengthy sales cycle, our receipt
of revenue from our selling efforts may be substantially delayed, our ability to
forecast our future revenue may be more limited and our revenue may fluctuate
significantly from quarter to quarter.





Our
operating results could be adversely affected if we have to satisfy product
warranty or liability claims.





If our
products are defective or malfunction, we could be subject to product warranty
or product liability claims that could have significant related warranty charges
or warranty reserves in our financial statements. Further, we may spend
significant resources investigating potential product design, quality and
reliability claims, which could result in additional charges in our financial
statements until such claims are resolved. We cannot guarantee that warranty
reserves will either increase or decrease in future periods. Further, in
connection with the master purchase agreements that we entered into with Cisco
in 2005, we agreed to extended product warranties for the benefit of Cisco.
Specifically, we agreed to general three-year warranties and, in the case of
epidemic failures, to five-year warranties. In addition, under the Cisco
agreements, we have agreed to indemnify Cisco for costs incurred in rectifying
epidemic failures, up to the greater of (on a per claim basis) 25% of all
amounts paid to us by Cisco during the preceding 12 months (approximately, $13.2
million at December 31, 2008) or $9.0 million, plus replacement costs. If we are
required to make payments under this indemnity, our operating results may be
adversely affected. Moreover, these claims in the future, regardless of their
outcome, could adversely affect our business.





13
 Table of
Contents





Our
revenue and operating results may fluctuate significantly from period to period,
on a quarterly or annual basis, causing volatility in our stock
price.





Our total
revenue and operating results have fluctuated from quarter to quarter in the
past and are expected to continue to do so in the future. As a result, you
should not rely on quarter-to-quarter comparisons of our operating results as an
indication of our future performance. Fluctuations in our total revenue and
operating results could negatively affect the trading price of our stock. In
addition, our total revenue and results of operations may, in the future, be
below the expectations of analysts and investors, which could cause our stock
price to decline. Factors that are likely to cause our revenue and operating
results to fluctuate include, for example, the periodic costs associated with
the generation of mask sets for new products and product improvements and the
risk factors discussed throughout this section. Additional factors that could
cause our revenue and operating results to fluctuate from period to period
include:




•
            
            the
      timing and volume of orders received from our
  customers;




•
            
            market
      demand for, and changes in the average selling prices of, our
      products;




•
            
            the
      rate of qualification and adoption of our products by networking
      OEMs;




•
            
            fluctuating
      demand for, and lengthy life cycles of, the products and systems that
      incorporate our products;




•
            
            the
      market success of the OEMs’ networking systems that incorporate our
      products;




•
            
            the
      ability of our wafer foundries to supply us with production capacity and
      finished products to sell to our OEM
customers;




•
            
            changes
      in the level of our costs and operating
  expenses;




•
            
            our
      ability to receive our manufactured products from our wafer foundries and
      ship them within a particular reporting
period;




•
            
            deferrals
      or cancellations of customer orders in anticipation of the development and
      commercialization of new technologies or for other
  reasons;




•
            
            changes
      in our product lines and revenue
mix;




•
            
            the
      timing of the introduction by others of competing, replacement or
      substitute products technologies;




•
            
            our
      ability or the ability of networking OEM customers that use our products
      to procure required components or fluctuations in the cost of such
      components;




•
            
            our
      ability to enforce our intellectual property rights or to defend claims
      that we infringe the intellectual property rights of others, and the
      significant costs to us of related
litigation;




•
            
            cyclical
      fluctuations in semiconductor or networking markets;
  and




•
            
            general
      economic conditions that may affect end-user demand for products that use
      our products.





We
have grown rapidly, and a failure to manage any continued growth could reduce
our potential revenue and could negatively impact our future operating
results.





In order
to successfully implement our overall growth strategies, we will need to
carefully and efficiently manage our planned expansion. Among other things, this
will require us to continue to:




•
            
            improve
      our products technology and develop new
  technologies;




•
            
            implement
      and manage new marketing and distribution channels to penetrate different
      and broader markets for our
products;




•
            
            manage
      an increasing number of complex relationships with our customers, wafer
      foundries and other third parties;




•
            
            monitor
      and improve our operating systems, procedures and financial controls on a
      timely basis;




•
            
            retain
      existing, and hire additional, key management and technical personnel;
      and




•
            
            expand,
      train and manage our workforce and, in particular, our development, sales,
      marketing and support
organizations.





We may
not be able to adequately manage our growth or meet the foregoing objectives. A
failure to do so could jeopardize our future revenue and cause our stock price
to decline. Also, our ability to execute our business plan and grow our business
will be heavily dependent on our management team’s ability to work effectively
together.





14
 Table of
Contents




We
have recently implemented a new enterprise resource planning system, which could
disrupt our ability to timely and accurately process transactions, report our
financial position, and complete evaluation of our internal
controls.





We may
experience difficulties with our new enterprise resource planning (“ERP”) system
implemented as of January 2008 that could disrupt our ability to timely and
accurately process and report key components of the results of our consolidated
operations, our financial position and cash flows. Any disruptions or
difficulties that may occur in connection with this new ERP system or any future
systems also could adversely affect our ability to maintain effective
internal control over financial reporting and to complete the evaluation of our
internal controls and pursuant to Section 404 of the Sarbanes-Oxley Act of
2002, resulting in delayed reporting of material financial information and
filing of required reports with the SEC. In addition, system failure or
malfunctioning may result in disruption of operations and the inability to
process transactions and could adversely affect our financial results. Any
of these events could cause our operating results to be misstated, our
reputation to be harmed and the trading price of our common stock to be
adversely affected.





The
cyclical nature of the semiconductor industry and the networking markets could
adversely affect our operating results and our business.





We expect
our business to be subject to the cyclicality of the semiconductor industry,
especially the market for communications integrated circuits. Historically,
there have been significant downturns in this industry segment, characterized by
reduced demand for integrated circuits and accelerated erosion of average
selling prices. At times, these downturns have lasted for prolonged periods of
time. Furthermore, from time to time, the semiconductor industry also has
experienced periods of increased demand and production constraints, in which
event we may not be able to have our products produced in sufficient quantities,
if at all, to satisfy our customers’ needs. It is likely that the communications
integrated circuit business will experience similar downturns in the future and
that, during such times, our business could be affected adversely. It is also
likely that the semiconductor industry will experience periods of strong demand.
We may have difficulty in obtaining enough products to sell to our
customers or may face substantial increases in the wafer prices charged by our
foundries.





In
addition, the networking industry from time to time has experienced and may
experience a pronounced downturn. To respond to a downturn, many networking
service providers may be required to slow their research and development
activities, cancel or delay new product developments, reduce their workforces
and inventories and take a cautious approach to acquiring new equipment and
technologies from networking OEMs, which would have a significant negative
impact on our business. In the future, a downturn in the networking industry may
cause our operating results to fluctuate significantly from year to year, which
also may tend to increase the volatility of the price of our common stock. For
example, the worldwide recession that commenced in fiscal 2008 has reduced
capital spending and sales of some of our larger customers, particularly those
customers in Japan and those that sell high-end enterprise, cable and datacenter
equipment, which reduced our quarter-over-quarter revenues in the fourth fiscal
quarter of 2008 and is  likely to reduce our year-over-year total
revenue in at least the first half of fiscal 2009.





We
may not be able to protect and enforce our intellectual property rights, which
could impair our ability to compete and reduce the value of our
technology.





Our
success and future revenue growth depend, in part, on our ability to protect our
intellectual property. We rely primarily on patent, copyright, trademark and
trade secret laws, as well as confidentiality procedures, to protect our
proprietary technologies and processes. However, these measures may not provide
meaningful protection for our intellectual property.





We cannot
assure you that any patents will issue from any of our pending applications. Any
rights granted under any of our existing or future patents may not provide
meaningful protection or any commercial advantage to us. For example, such
patents could be challenged or circumvented by our competitors or declared
invalid or unenforceable in judicial or administrative proceedings. The failure
of any patents to adequately protect our technology would make it easier for our
competitors to offer similar products. We do not have foreign patents or pending
applications corresponding to many of our U.S. patents and patent applications,
including in some foreign countries where our products are sold or may be sold
in the future. Even if foreign patents are granted, effective enforcement
in foreign countries may not be available.





With
respect to our other proprietary rights, it may be possible for third parties to
copy or otherwise obtain and use our proprietary technology or marks without
authorization or to develop similar technology independently. Monitoring
unauthorized use of our proprietary technology or marks is difficult and costly,
and we cannot be certain that the steps we have taken will prevent
misappropriation or unauthorized use of our technology or marks. In addition,
effective patent, copyright, trademark and trade secret protection may not be
available or may be limited in certain foreign countries. Many companies based
in the U.S. have encountered substantial
infringement problems in foreign countries, including countries in which we sell
products. Our failure to effectively protect our intellectual property could
reduce the value of our technology and could harm our business, financial
condition and operating results.


Furthermore,
we have in the past and may in the future initiate claims or litigation against
third parties to determine the validity and scope of proprietary rights of
others. In addition, we may in the future initiate litigation to enforce our
intellectual property rights or the rights of our customers or to protect
our trade secrets. Litigation by us could result in significant expense and
divert the efforts of our technical and management personnel and could
materially and adversely affect our business, whether or not such litigation
results in a determination favorable to us.


15
 Table of
Contents






Any
claim that our products or our proprietary technology infringe third party
intellectual property rights could increase our costs of operation and distract
management and could result in expensive settlement costs.





The
semiconductor industry is characterized by vigorous protection and pursuit of
intellectual property rights or positions, which have resulted in often
protracted and expensive litigation. From time to time, we are involved in
litigation relating to intellectual property rights. In addition, we have
received notices from time to time that claim we have infringed upon or
misappropriated intellectual property rights owned by others. We typically
respond when appropriate and as advised by legal counsel. We cannot assure you
that parties will not pursue litigation with respect to those allegations. We
may, in the future, receive similar notices, any of which could lead to
litigation against us. For example, parties may initiate litigation based
on allegations that we have infringed their intellectual property rights or
misappropriated or misused their trade secrets or may seek to invalidate or
otherwise render unenforceable one or more of our patents. Litigation against us
can result in significant expense and divert the efforts of our management,
technical, marketing and other personnel, whether or not the litigation results
in a determination adverse to us. We cannot assure you that we will be able to
prevail or settle any such claims or that we will be able to do so at a
reasonable cost. In the event of an adverse result in any such litigation, we
could be required to pay substantial damages for past infringement and royalties
for any future use of the technology. In addition, we may be required to cease
the sale of certain products, recall certain products from the market, redesign
certain products offered for sale or under development or cease the use of
certain marks or names. We cannot assure you that we will be able to
successfully redesign our products or do so at a reasonable cost. Additionally,
we have in the past sought and may in the future seek to obtain a license to a
third party’s intellectual rights and have granted and may in the future grant a
license to certain of our intellectual property rights to a third party in
connection with a cross-license agreement or a settlement of claims or actions
asserted against us. However, we cannot assure you that we would be able to
obtain a license on commercially reasonable terms, or at all.





Our
customers could also become the target of litigation relating to the patent and
other intellectual property rights of others. This could trigger technical
support and indemnification obligations in some of our license or customer
agreements. These obligations could result in substantial expenses, including
the payment by us of costs and damages related to claims of patent infringement.
In addition to the time and expense required for us to provide support or
indemnification to our customers, any such litigation could disrupt the
businesses of our customers, which in turn could hurt our relations with our
customers and cause the sale of our products to decrease. We cannot assure you
that claims for indemnification will not be made or that if made, such claims
would not have a material adverse effect on our business, operating results or
financial condition. We do not have any insurance coverage for intellectual
property infringement claims for which we may be obligated to provide
indemnification. If we are obligated to pay damages in excess of, or otherwise
outside of, our insurance coverage, or if we have to settle these claims, our
operating results could be adversely affected.





If
we are unable to compete effectively, our revenue and market share may be
reduced.





Our
business is extremely competitive, especially during the design-in phase of
networking OEMs’ design cycles. We compete with the enterprise and networking
divisions of large semiconductor manufacturers, many of which have more
established reputations, more diverse customer bases and greater financial and
other resources than we do. In addition, our OEM customers may design their own
integrated circuits to address their needs for network-aware processing. As we
develop new applications for our products and expand into new markets, we
expect to face even greater competition. Our present and future competitors may
be able to better anticipate customer and industry demands and to respond more
quickly and efficiently to those demands, such as with product offerings,
financial discounts or other incentives. Furthermore, our OEM customers may be
able develop or acquire integrated circuits that satisfy their needs faster or
most cost effectively than we can. We cannot assure you that we will be able to
compete effectively against these and our other competitors. If we do not
compete effectively, our revenue and market share may decline.





Any
acquisitions we make could disrupt our business, and harm our financial
condition and dilute our stockholders.





In the
future, we may consider opportunities to acquire other businesses or
technologies that would complement our current offerings, expand the breadth of
our markets or enhance our technical capabilities. Acquisitions present a
significant number of potential challenges that could, if not met, disrupt our
business operations, increase our operating costs, reduce the value to us of the
acquired company or business, including:




•
            
            integration
      of the acquired employees, operations, technologies and products with our
      existing business and products;




•
              
              focusing
      management’s time and attention on our existing core
      business;




•
            
            retention
      of business relationships with suppliers and customers of the acquired
      company;




•
              
              entering
      markets in which we may lack prior
  experience;




•
            
            retention
      of key employees of the acquired company or
  business;




•
            
            amortization
      of intangible assets, write-offs, stock-based compensation and other
      charges relating to the acquired business and our acquisition costs;
      and




•
            
            dilution
      to our existing stockholders from the issuance of additional shares of
      common stock or reduction of earnings per outstanding share in connection
      with an acquisition that fails to increase the value of our
      company.





We cannot
provide assurances, however, that this acquisition or future acquisitions that
we might make will achieve our business objectives or increase our value or the
price of our common stock.





16
 Table of
Contents




Our
success may depend on our ability to comply with new or evolving industry
standards applicable to our products or our business.





Our
ability to compete in the future may depend on our ability to ensure that our
products comply with evolving industry standards affecting the networking
equipment and other markets in which we compete. In addition, from time to time,
new industry standards may emerge which could render our products incompatible
with the products of our customers or suppliers. In order to ensure compliance
with the relevant standards, we may be required to devote significant time,
capital and other resources to modify or redesign our existing products or to
develop new products. We cannot assure you that we will be able to develop
products which comply with prevailing standards. If we are unable to develop
these products in a timely manner, we may miss significant business
opportunities, and our revenue and operating results could suffer.




If
an earthquake or other natural disaster disrupts the operations of our third
party wafer foundries or other vendors located in high risk regions, we could
experience significant delays in the production or shipment of our
products.





TSMC and
UMC, which manufacture our products, along with most of our vendors who handle
the assembly and testing of our products, are located in Asia. The risk of an
earthquake in the Pacific Rim region is significant due to the proximity of
major earthquake fault lines. In September 1999, a major earthquake in Taiwan
affected the facilities of several of these third party vendors, as well as
other providers of these services. As a result of this earthquake, these vendors
suffered power outages and disruptions that impaired their production capacity.
In March 2002 and September 2003, additional earthquakes occurred in Taiwan. The
occurrence of additional earthquakes or other natural disasters could result in
the disruption of the wafer foundry or assembly and test capacity of the third
parties that supply these services to us. We may not be able to obtain alternate
capacity on favorable terms, if at all.





Our
stock price could drop, and there could be significantly less trading activity
in our stock, if securities or industry analysts downgrade our stock or do not
publish research or reports about our business.





Our stock
price and the trading market for our stock are likely to be affected
significantly by the research and reports concerning our company and our
business which are published by industry and securities analysts. We do not have
any influence or control over these analysts, their reports or their
recommendations. Our stock price and the trading market for our stock could be
negatively affected if any analyst downgrades our stock, publishes a report
which is critical of our business, or discontinues coverage of us.





Our
common stock has experienced substantial price volatility.





Our
common stock has experienced substantial price volatility. Such volatility may
occur in the future, particularly because of quarter-to-quarter variations in
our actual or anticipated financial results, or the reported financial results
of other semiconductor companies or our customers. Stock price volatility may
also result from product announcements by us or our competitors, or from changes
in perceptions about the various types of products we manufacture and sell.
In addition, our stock price may fluctuate due to price and volume fluctuations
in the stock market, especially in the technology sector.





A
limited number of stockholders will have the ability to influence the outcome of
director elections and other matters requiring stockholder
approval.





Our
executive officers, directors and entities affiliated with them will, in the
aggregate, beneficially own a significant portion of our outstanding common
stock. These stockholders acting together will have the ability to exert
substantial influence over all matters requiring the approval of our
stockholders, including the election and removal of directors and any proposed
acquisition, consolidation or sale of all or substantially all of our assets. In
addition, they could dictate the management of our business and affairs. This
concentration of ownership could have the effect of delaying, deferring or
preventing a change in control, or impeding an acquisition, consolidation,
takeover or other business combination, which might otherwise involve the
payment of a premium for your shares of our common stock.





Provisions
of our certificate of incorporation and bylaws, Delaware law and customer
agreements might delay or prevent a change of control transaction and depress
the market price of our stock.





Various
provisions of our certificate of incorporation and bylaws might have the effect
of making it more difficult for a third party to acquire, or discouraging a
third party from attempting to acquire, control of us. These provisions could
limit the price that certain investors might be willing to pay in the future for
shares of our common stock. Certain of these provisions eliminate cumulative
voting in the election of directors, limit the right of stockholders to call
special meetings and establish specific procedures for director nominations by
stockholders and the submission of other proposals for consideration at
stockholder meetings.




We are
also subject to provisions of Delaware law which could delay or make more
difficult a merger, tender offer or proxy contest involving us. In particular,
Section 203 of the Delaware General Corporation Law prohibits a Delaware
corporation from engaging in any business combination with any interested
stockholder for a period of three years unless specific conditions are met.
Any of these provisions could have the effect of delaying, deferring or
preventing a change in control, including, without limitation, discouraging a
proxy contest or making more difficult the acquisition of a substantial
block of our common stock.





Our board
of directors might issue up to 50,000,000 shares of preferred stock without
stockholder approval on such terms as the board might determine. The rights of
the holders of common stock will be subject to, and might be adversely affected
by, the rights of the holders of any preferred stock that might be issued in the
future.





Under our
master purchase agreements with Cisco, in the event of, among other things, the
transfer of at least 50% of our voting control to a Cisco competitor that
generates less than 50% of its annual sales from integrated circuit products,
Cisco may exercise rights to purchase our knowledge-based processors directly
from our manufacturers, subject to payments to us. This provision may discourage
or complicate attempts by some third parties to acquire us.





17
 Table of
Contents




The
price of our stock could decrease as a result of shares being sold in the
market, including sales by directors, officers and other significant
stockholders.





Sales of
a substantial number of shares of common stock in the public market could
adversely affect the prevailing market price of our common stock from time to
time. Substantially all the shares of our common stock currently outstanding are
eligible for sale in the public market but sales by our affiliates will be
subject to conditions of Rule 144 (other than holding period requirements)
including the volume restrictions set forth in SEC Rule 144(e). As of February
5, 2009, several of our executive officers and one board member have entered
into plans for selling a portion of their shares of common stock in the manner
described under Rule 10b5-1 of the Securities Exchange Act of 1934. Each plan is
non-discretionary and is administered by an independent brokerage firm. Their
individual plans provide for total sales of between 8,600  and 200,000
shares per plan pursuant to limit orders at specified prices, with total
potential sales by all of these plans amounting to 440,000 shares of common
stock combined during 2009. Sales of the shares are further subject to the
volume restrictions set forth in SEC Rule 144(e). Each plan provides for
termination upon the completion of the specified trading program, the
instruction of the stockholder, or the occurrence of other specified events,
whichever is earliest. All of the shares will be sold through broker-dealers in
ordinary market transactions. Pre-designated trading under these plans may cause
unexpected declines in the market price of our common stock. In addition,
subject to compliance with applicable securities laws, each of these
executive officers may sell shares of common stock outside of these
plans.





Our
stockholder rights plan could prevent stockholders from receiving a premium over
the market price for their shares from a potential acquirer.





We
adopted a stockholder rights plan that generally entitles our stockholders to
rights to acquire additional shares of our common stock when a third party
acquires 15.0% of our common stock or commences or announces its intent to
commence a tender offer for at least 15.0% of our common stock, other than for
certain stockholders that were stockholders prior to our initial public offering
as to whom this threshold is 20.0%. This plan could delay, deter or prevent an
investor from acquiring us in a transaction that could otherwise result in
stockholders receiving a premium over the market price for their shares of
common stock.





We
may need to obtain financing in order to fund our growth strategy.





We
believe that we have or will have access to capital sufficient to satisfy our
working capital requirements for at least the next 12 months. After that time,
it may be necessary for us to raise additional funds to support our growth. We
cannot assure you that we will be able to obtain financing when needed or that,
if available to us, the terms
will be acceptable to us. If we issue equity securities in any financing, the
new securities may have rights and preferences senior to our shares of common
stock, and the ownership interest in us of our current stockholders will be
proportionately reduced. If we issued debt securities, they will rank senior to
all equity securities. If we are unable to raise additional capital, we may not
be able to implement our growth strategy, and our business could be harmed
significantly. Our future capital requirements will depend on many factors,
including the amount of revenue we generate, the timing and extent of spending
to support product development efforts, the expansion of sales and marketing
activities, the timing of introductions of new products, the costs to ensure
access to adequate manufacturing capacity, and the continuing market acceptance
of our products, and any future business acquisitions that we might undertake.
However, if we do not meet our plan, we could be required, or might elect, to
seek additional funding through public or private equity or debt financing and
additional funds may not be available on terms acceptable to us or at all. We
also might decide to raise additional capital at such times and upon such
terms as management considers favorable and in the interests of the Company. For
this purpose, we have a current effective universal shelf registration statement
on Form S-3 under which we may sell up to $150 million of our debt and/or equity
securities (before reductions for expenses, underwriting discounts and
commissions), which may result in an increase in the number of shares and
decline in earnings per share. We may sell these securities from time-to-time
without prior announcement.





If
the recent credit market conditions worsen, it could have a material impact on
our investment portfolio.





Although
we manage our investment portfolio by purchasing only highly rated securities
and diversifying our investments across various money market funds, investment
types, and underlying issuers, recent volatility in the short-term financial
markets has been unprecedented.  In addition, the current credit and
liquidity crisis has substantially reduced both the liquidity and asset
transparency for many funds holding investment securities.  Further
deterioration, in the financial condition of the funds in which we have invested
or of the issuers whose paper we have purchased remains possible.  If
such deterioration occurs, the value of our investments could be materially
adversely affected.





18
 Table of
Contents




EXECUTIVE
OFFICERS OF THE REGISTRANT





The
following table provides the names, ages and offices of each of our executive
officers as of February 13, 2009:




Title
            
            Age
            
            PositionRonald
      Jankov
            
            50
            
            Director,
      Chief Executive Officer and PresidentMichael
      Tate
            
            43
            
            Vice
      President and Chief Financial OfficerDimitrios
      Dimitrelis
            
            51
            
            Vice
      President of EngineeringIbrahim
      Korgav
            
            60
            
            Senior
      Vice President of Worldwide Buiness OperationsMozfar
      Maghsoudnia
            
            42
            
            Vice
      President of Worldwide ManufacturingVaradarajan
      Sirnivasan
            
            58
            
            Vice
      President of Product Development and Chief Technical
    OfficerMarcia
      Zander
            
            46
            
            Senior
      Vice President of Worldwide SalesChris
      O'Reilly
            
            36
            
            Vice
      President of MarketingRoland
      Cortes
            
            44
            
            Vice
      President, General Counsel and
Secretary




Ronald Jankov has served as
our President, Chief Executive Officer and as a member of our board of directors
since April 2000.





Michael Tate has served as
our Vice President of Finance and Chief Financial Officer since July 2007. Prior
to joining us, Mr. Tate was interim chief financial officer, vice
president, corporate controller, and treasurer at Marvell Technology Group
Ltd. He joined Marvell in January 2001 as part of
Marvell’s acquisition of Galileo Technology Ltd.





Dimitrios Dimitrelis has
served as our Vice President of Engineering since July 2002. From July 1999 to
March 2002, Mr. Dimitrelis was Director of Engineering for Vitesse
Semiconductor Corp., a communications integrated circuit company, where he was
primarily responsible for the development of a 10G network
processor.





Ibrahim Korgav has served as
our Senior Vice President of Worldwide Business Operations since January 2007
and as our Senior Vice President of Manufacturing and Business Operations from
March 2002 to January 2007.





Mozafar Maghsoudnia has served as our Vice
President of Worldwide Manufacturing since January 2007, as Vice President of
Manufacturing since August 2006, and Director of Technology since June 2003.
From June 1988 to June 2003, Mr. Maghsoudnia was employed by Analog
Devices, Inc., where he was responsible for wafer fabrication and technology in
his last assignment.




Varadarajan Srinivasan has
served as our Vice President of Product Development since March 1996, as our
Chief Technical Officer since August 2000.





Marcia Zander has served as our
Senior Vice President of Worldwide Sales since January 2006 and Vice President
of Sales since July 1999.





Chris O’Reilly has served as our Vice
President of Marketing since August 2007. Prior to August 2007,
Mr. O’Reilly served as our senior director of marketing, director of sales
for the Asia Pacific region and senior marketing manager since
1999.





Roland Cortes has served as
our Vice President, General Counsel and Secretary since April 2007. Prior to
April 2007, Mr. Cortes served as our Secretary since May 2004, as our
Senior Director of Legal Affairs and IP Management since July 2002, and as our
Director of Legal Affairs and IP Management since April 1999.




ITEM 1B.
            UNRESOLVED
      STAFF COMMENTS.


Not
applicable.




ITEM 2.
            PROPERTIES.





Our main
executive, administrative and technical offices occupy approximately 42,000
square feet in Mountain View, California, under a lease that expires in July
2011. We also lease approximately 7,500 square feet in Bangalore, India
under a lease that expires in February 2012, and approximately 2,000 square feet
in Mumbai, India under a lease that expires in August 2010. We believe that
these facilities are adequate for our current needs and that suitable additional
or substitute space will be available as needed to accommodate foreseeable
expansion of our operations.




ITEM 3.
            LEGAL
      PROCEEDINGS.





We are
not involved in any legal proceedings that management believes will have a
material adverse effect our business, results of operations, financial position
or cash flows.




ITEM 4.
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS.





Not
applicable.


19
 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





Our
common stock is traded on the Global Select Market of the NASDAQ Stock Market
under the symbol “NETL”. The following table sets forth, for the periods
indicated, the intra-day high and low per share sale prices of our common stock,
as reported on the Global Select Market.




Price
      Range Per ShareHigh
            LowFiscal
      2008Fourth
      quarter
            $30.45
            $14.42Third
      quarter
            $39.10
            $26.98Second
      quarter
            $40.26
            $23.44First
      quarter
            $32.90
            $20.15Fiscal
      2007Fourth
      quarter
            $38.69
            $27.46Third
      quarter
            $37.25
            $26.76Second
      quarter
            $35.17
            $26.08First
      quarter
            $28.61
            $20.00




Holders





As of
January 31,2009, there were approximately 117 holders of record (not
including beneficial holders of stock held in street names) of our common
stock.





Dividend
Policy





We have
not declared or paid cash dividends on our common stock and do not anticipate
paying any cash dividends in the foreseeable future. We expect to retain future
earnings, if any, to fund the development and growth of our business. Our board
of directors will determine future dividends, if any.





Securities
Authorized for Issuance Under Equity Compensation Plans





See
Item 12 of Part III of this Report regarding information about securities
authorized for issuance under our equity compensation plans.


20
 Table of
Contents




Performance
Graph





The
following graph shows the 54 month cumulative total stockholder return (change
in stock price plus reinvested dividends) assuming the investment of $100 on
July 9, 2004 (the day of the Company’s initial public offering) in each of
the Company’s common stock, the S&P 500 Index and the Philadelphia
Semiconductor Index. The comparisons in the table are requiredby the SEC and are not intended to forecast or be indicative of
possible future performance of the Company’s common stock.





COMPARISON
OF 54 MONTH CUMULATIVE TOTAL RETURN*


Among
NetLogic Microsystems, Inc., the S&P 500 Index


and the
Philadelphia Semiconductor Index







Cumulative
      Total Return7/9/2004
            
            
            12/31/2004
            
            
            12/31/2005
            
            
            12/31/2006
            
            
            12/31/2007
            
            
            12/31/2008NetLogic
      Microsystems, Inc.
            
            $
            100.00
            
            
            $
            83.33
            
            
            $
            227.00
            
            
            $
            180.75
            
            
            $
            268.33
            
            
            $
            183.42S&P
      500 Index
            
            $
            100.00
            
            
            $
            108.91
            
            
            $
            112.17
            
            
            $
            127.45
            
            
            $
            131.95
            
            
            $
            81.17Philadelphia
      Semiconductor Index
            
            $
            100.00
            
            
            $
            96.05
            
            
            $
            106.28
            
            
            $
            103.52
            
            
            $
            90.45
            
            
            $
            47.03


21
 Table of
Contents




ITEM 6.
            SELECTED
      CONSOLIDATED FINANCIAL DATA





The
following selected consolidated financial data are qualified by reference to,
and should be read in conjunction with, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and the Financial Statements and
related Notes included in Item 8 of this report, which discusses factors
affecting the comparability of such financial data.





The
selected balance sheet data as of December 31, 2008 and 2007 and selected
statements of operations data for the years ended December 31, 2008, 2007
and 2006 are derived from our audited financial statements included elsewhere in
this report. The selected balance sheet data as of December 31, 2006, 2005,
and 2004 and the selected statements of operations data for the years ended
December 31, 2005 and 2004 were derived from audited financial statements
not included in this report. Our historical results are not necessarily
indicative of our future results.




Year
      Ended December 31,2008
            
            
            2007
            
            
            2006
            
            
            2005
            
            
            2004(in
      thousands, except per share data)Statements
      of Operations Data:Revenue
            
            $
            139,927
            
            
            $
            109,033
            
            
            $
            96,806
            
            
            $
            81,759
            
            
            $
            47,833Cost
      of revenue
            
            
            61,616
            
            
            
            44,732
            
            
            
            36,762
            
            
            
            33,415
            
            
            
            26,664Gross
      profit
            
            
            78,311
            
            
            
            64,301
            
            
            
            60,044
            
            
            
            48,344
            
            
            
            21,169Operating
      expenses:Research
      and development
            
            
            51,607
            
            
            
            45,175
            
            
            
            36,578
            
            
            
            21,939
            
            
            
            19,425In-process
      research and development
            
            
            -
            
            
            
            1,610
            
            
            
            10,700
            
            
            
            -
            
            
            
            -Selling,
      general and administrative
            
            
            26,567
            
            
            
            19,672
            
            
            
            15,455
            
            
            
            10,936
            
            
            
            9,932Total
      operating expenses
            
            
            78,174
            
            
            
            66,457
            
            
            
            62,733
            
            
            
            32,875
            
            
            
            29,357Income
      (loss) from operations
            
            
            137
            
            
            
            (2,156
            )
            
            
            (2,689
            )
            
            
            15,469
            
            
            
            (8,188
            )Interest
      income
            
            
            1,595
            
            
            
            4,431
            
            
            
            3,737
            
            
            
            1,568
            
            
            
            382Interest
      expense
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (203
            )
            
            
            (4,076
            )Other
      income (expense), net
            
            
            (92
            )
            
            
            32
            
            
            
            3
            
            
            
            (16
            )
            
            
            (149
            )Income
      (loss) before income taxes
            
            
            1,640
            
            
            
            2,307
            
            
            
            1,051
            
            
            
            16,818
            
            
            
            (12,031
            )Provision
      for (benefit from) income taxes
            
            
            (1,937
            )
            
            
            (288
            )
            
            
            459
            
            
            
            379
            
            
            
            -Net
      income (loss)
            
            $
            3,577
            
            
            $
            2,595
            
            
            $
            592
            
            
            $
            16,439
            
            
            $
            (12,031
            )Net
      income (loss) per share - basic
            
            $
            0.17
            
            
            $
            0.13
            
            
            $
            0.03
            
            
            $
            0.93
            
            
            $
            (1.17
            )Net
      income (loss) per share - diluted
            
            $
            0.16
            
            
            $
            0.12
            
            
            $
            0.03
            
            
            $
            0.87
            
            
            $
            (1.17
            )Shares
      used in calculation - basic
            
            
            21,472
            
            
            
            20,747
            
            
            
            19,758
            
            
            
            17,725
            
            
            
            10,318Shares
      used in calculation - diluted
            
            
            22,314
            
            
            
            21,938
            
            
            
            21,107
            
            
            
            18,992
            
            
            
            10,318December
      31,2008
            
            
            2007
            
            
            2006
            
            
            2005
            
            
            2004(in
      thousands)Balance
      Sheet Data:Cash
      and cash equivalents and short-term investments
            
            $
            96,541
            
            
            $
            50,689
            
            
            $
            89,879
            
            
            $
            65,788
            
            
            $
            41,411Working
      capital
            
            
            87,853
            
            
            
            63,956
            
            
            
            95,986
            
            
            
            65,164
            
            
            
            45,283Total
      assets
            
            
            245,771
            
            
            
            203,151
            
            
            
            157,769
            
            
            
            85,529
            
            
            
            59,454Software
      licenses and other obligations
            
            
            1,219
            
            
            
            2,528
            
            
            
            2,625
            
            
            
            687
            
            
            
            1,317Stockholders'
      equity
            
            
            200,267
            
            
            
            171,888
            
            
            
            142,524
            
            
            
            68,658
            
            
            
            48,102




Supplemental
Information:





The
tables present financial information including the acquisition of the TCAM2 and
TCAM-CR network search engine products and certain related assets from Cypress
Semiconductor Corp. and the acquisition of Aeluros, Inc. completed in fiscal
2007 and the acquisition of NSE Business from Cypress Semiconductor Corp.
completed in 2006. See Note 2 of Notes to Consolidated Financial Statements
under Item 8 of this Annual Report on Form 10-K for further discussion of
these acquisitions, which may affect the comparability of the data. Effective in
fiscal year 2006, we implemented Statement of Financial Accounting Standards
(“SFAS”) No. 123(R) “Share-Based Payment.” It requires us to measure all
employee stock-based compensation awards using a fair value method and record
such expense in our consolidated financial statements.


22
 Table of Contents




ITEM 7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS.





Overview





We are a
semiconductor company that designs, develops and sells proprietary
high-performance processors and high-speed integrated circuits that are used by
original equipment manufacturers (OEMs) in routers, switches, wireless
infrastructure equipment, network security appliances, datacenter servers,
network access equipment and network storage devices to accelerate the delivery
of voice, video, data and multimedia content for advanced enterprise,
datacenter, communications and mobile wireless networks. Our knowledge-based
processors, PLPs, and network search engine products are incorporated in systems
used throughout multiple types of networks that comprise the global Internet
infrastructure, including the enterprise, metro, access, edge and core
networking markets, and are designed into systems offered by leading networking
OEMs such as AlaxalA Networks Corporation, Alcatel-Lucent, ARRIS Group, Inc.,
Brocade Communication Systems, Inc., Cisco Systems, Inc., Huawei Technologies
Co., Ltd., and Juniper Networks, Inc.





The
products and technologies we have developed and acquired are targeted to enable
our customers to develop systems that support the increasing speeds and
complexity of the Internet infrastructure. We believe there is a growing need to
include knowledge-based processors and high speed integrated circuits in a
larger number of such systems as networks transition to all Internet Protocol
(IP) packet processing at increasing speeds.





The
equipment and systems that use our products are technically complex. As a
result, the time from our initial customer engagement design activity to volume
production can be lengthy and may require considerable support from our design
engineering, research and development, sales, and marketing personnel in order
to secure the engagement and commence product sales to the customer. Once the
customer’s equipment is in volume production, however, it generally has a life
cycle of three to five years and requires less ongoing support.





In
general, we recognize revenue from sales of our products upon shipment to our
customers or our international stocking sales representatives. Usually, we sell
the initial shipments of a product for a new design engagement directly to the
OEM customer. Once the design enters volume production, the OEM frequently
outsources its manufacturing to contract manufacturers who purchase the products
directly from us.





As a
fabless semiconductor company, our business is less capital intensive than
others because we rely on third parties to manufacture, assemble, and test our
products. In general, we do not anticipate making significant capital
expenditures aside from business acquisitions that we might make from time to
time. In the future, as we launch new products or expand our operations,
however, we may require additional funds to procure product mask sets, order
elevated quantities of wafers from our foundry partners, perform qualification
testing and assemble and test those products.





Because
we purchase all wafers from suppliers with fabrication facilities and outsource
the assembly and testing to third party vendors, a significant portion of our
costs of revenue consists of payments to third party vendors. We do not have
long-term agreements with any of our suppliers and rely upon them to fulfill our
orders.





On
October 24, 2007, we completed the merger and acquisition of Aeluros, Inc
(the “Aeluros Acquisition”). The acquisition was accounted for as a business
combination during the fourth quarter of fiscal 2007. We paid $57.0 million in
cash upon the closing of the transaction in exchange for all of the outstanding
equity securities of Aeluros. We reserved 104,770 shares of common stock for
future issuance upon the exercise of unvested employee stock options of Aeluros
that we assumed and are subject to continued employment vesting requirements. In
addition, under the terms of the definitive agreement, we paid $15.5 million
cash in February 2009 based on the attainment of revenue performance milestones
for the acquired business over the one year period following the close of the
transaction. Approximately $8.5 million of the initial purchase price has been
withheld and placed in escrow as a form of security for certain indemnification
and other obligations of the former Aeluros stockholders.





Some of
our challenges in fiscal 2008 and in fiscal 2009 include improving operating
efficiencies in the light of recently deteriorating macroeconomic conditions,
diversifying our product offerings and inventory management. While we achieved a
year-over-year growth in total revenue from $109.0 million for fiscal year 2007
to $139.9 million for fiscal year 2008, we did experience a quarter-over-quarter
decline in revenue from $38.3 million for our third fiscal quarter in 2008 to
$30.9 million for our fourth fiscal quarter in 2008. We believe the decrease in
demand was primarily due to macroeconomic conditions that decreased customer
demand for our products. We also expect revenue for the first quarter of fiscal
2009 to decline further relative to the first quarter of fiscal
2008.  In response, we have focused on operating efficiencies and
lowered our operating expenses from $20.8 million for the third quarter of
fiscal 2008 to $20.1 million for our fourth fiscal quarter in 2008. We expect to
remain focused on maintaining our operating expenses at an appropriate level
relative to our revenue during this period of macroeconomic
weakness.





For the
years ended December 31, 2008, 2007, and 2006, our top five customers
accounted for approximately 68%, 79% and 84% of total product revenue,
respectively. Favorable
market trends, such as the increasing number of 10 Gigabit ports as enterprises
and datacenters upgrade their legacy networks to better accommodate the
proliferation of video and virtualization applications, growth in the cable
infrastructure area of our business, and the growing mobile wireless
infrastructure and IPTV markets, have enabled us to broaden our customer base
and increase demand for our knowledge-based processors and network search
engines. Additionally, we have further diversified our customer and product
revenues by expanding our product portfolio to address Layer 7 content
processing with our NETL7TM
processor family, the Layer 1 physical layer with our 10 Gigabit Ethernet
products, and entry level equipment with our NETLiteTM processors.





As an
integral part of our efforts to diversify our product and customer base, as well
as strengthen our competitive positioning, and broaden our technology portfolio
and research and development capabilities, we have entered into strategic
acquisitions of products and technology, including the acquisition of the TCAM2
products and Sahasra algorithmic technology from Cypress and the acquisition of
Aeluros and its PLP products.





Cisco and
its contract manufacturers have accounted for a majority of our historical
revenue, although the percentage of our overall revenue attributable to Cisco
and its contract manufacturers declined for 2008. At Cisco’s request, in the
third and fourth quarters of 2007, we transitioned into a just-in-time inventory
arrangement covering substantially all of our product shipments to Cisco and its
contract manufacturers. Pursuant to this arrangement we deliver products to
Wintec Industries (“Wintec”) based on orders they place with us, but we do not
recognize product revenue unless and until Wintec reports that it has delivered
the product to Cisco or its contract manufacturer to incorporate into its end
products. Given this arrangement, unless Cisco or its contract manufacturers
take possession of our products from Wintec in accordance with the schedules
provided to us, our predicted future revenue stream could vary substantially
from our forecasts, and our results of operations could be materially and
adversely affected. Additionally, because we own the inventory physically
located at Wintec until it is shipped to Cisco and its contract manufacturers,
our ability to effectively manage inventory levels may be impaired, causing our
total inventory levels to increase.  This, in turn, could increase our
expenses associated with excess and obsolete product and negatively impact our
cash flows.




23
 Table of Contents




Critical
Accounting Policies and Estimates





The
preparation of financial statements and related disclosures in conformity with
accounting principles generally accepted in the U.S. requires management to make
fair and reasonable estimates and assumptions that affect reported amounts of
assets, liabilities and operating expenses during the period reported. The
following accounting policies require management to make estimates and
assumptions. These estimates and assumptions are reviewed periodically and the
effects of revisions are reflected in the period that they are determined to be
necessary. If actual results differ significantly from management’s estimates,
our financial statements could be materially impacted. Our estimates are guided
by observing the following critical accounting policies.





Revenue Recognition.We derive revenue
mainly from product sales and, to a lesser extent, from engineering services.
Historically, except for shipments to one distributor, we recognize revenue from
product sales upon shipment when persuasive evidence of an arrangement exists,
legal title and risk of ownership has transferred, the price is fixed or
determinable, and collection of the resulting receivables is reasonably assured.
Our sales agreements do not provide for any customer acceptance provisions. We
have no obligation to provide any modification or customization, upgrades,
enhancements, post-contract customer support, additional products or
enhancements. Customers, generally, have no rights of return unless the product
does not perform according to specifications. Provisions for warranty expenses
are recorded when revenue is recognized.





We
entered into a purchase agreement with Wintec Industries who has become the
primary purchaser of our products on a consignment basis for resale to Cisco and
its contract manufacturers. We generally recognize revenue when Wintec ships our
product to Cisco or its contract manufacturers.





From
time-to-time we perform engineering services for third parties. Engineering
service revenue is recognized as services are performed, agreed-upon milestones
are achieved and customer acceptance, if required, is received from the
customer.




Inventory Valuation and Adverse
Purchase Commitments. We value our inventories at the lower of cost
or market. We record inventory reserves for estimated obsolescence or
unmarketable inventories based upon assumptions about future demand and market
conditions. These estimates are generally based on a 12-month forecast prepared
by management. Once a reserve is established, it is maintained until the product
to which it relates is sold or otherwise disposed of. If actual market
conditions are less favorable than those expected by management, additional
adjustment to inventory valuation may be required. The carrying value of
inventory and the determination of possible adverse purchase commitments are
dependent on our estimate of the yield that will be achieved, or the percent of
good products identified when the product is tested.





Warranty Accrual. Our
products are subject to warranty for a period ranging from one to five years
from the date of sale and we provide for the estimated future costs of
replacement upon shipment of the product in the accompanying statements of
operations. We estimate our warranty accrual based on historical claims compared
to historical revenue and assume that we will have to replace products subject
to a claim.





Allowance for Doubtful
Accounts. In order to determine the collectability of our accounts
receivable, we continually assess factors such as previous customer transactions
and the credit-worthiness of the customer. To date, our accounts receivable
write-offs have been immaterial. We maintain allowances for doubtful accounts
for estimated losses resulting from the inability of certain customers to make
required payments. In general, we establish such allowances for accounts
aged over 90 days from the invoice date, unless specific circumstances indicate
that the balance is collectible.





Accounting for Income Taxes.
We account for income taxes under the provisions of Statement of Financial
Accounting Standards (SFAS) No. 109 “Accounting for Income Taxes.” In
applying SFAS 109, we are required to estimate our current tax exposure together
with assessing temporary differences resulting from differing treatments of
items for tax and accounting purposes. These differences result in deferred tax
assets and liabilities. Significant management judgment is required to assess
the likelihood that our deferred tax assets will be recovered from future
taxable income. During the third fiscal quarter of 2007, we reassessed the
valuation allowance previously recorded against our net deferred tax assets
which consisted primarily of net operating loss carryforwards and research and
development tax credits. Based on our earnings history and projected future
taxable income, management determined that it was more likely than not that the
deferred tax assets would be realized.





In the
first quarter of 2007, we adopted Financial Accounting Standards Board (FASB)
Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an
interpretation of SFAS No. 109” (FIN 48), and related guidance.
As a result of the implementation of FIN 48, we recognize liabilities for
uncertain tax positions based on the two-step process prescribed in the
interpretation. The first step is to evaluate the tax position for recognition
by determining if the weight of available evidence indicates that it is more
likely than not that the position will be sustained on audit, including
resolution of related appeals or litigation processes, if any. The second step
requires us to estimate and measure the tax benefit as the largest amount that
is more than 50% likely to be realized upon ultimate settlement. It is
inherently difficult and subjective to estimate such amounts, as we have to
determine the probability of various possible outcomes. We reevaluate these
uncertain tax positions on a quarterly basis. This evaluation is based on
factors including, but not limited to, changes in facts or circumstances,
changes in tax law, effectively settled issues under audit, and new audit
activity. Such a change in recognition or measurement would result in the
recognition of a tax benefit or an additional charge to the tax provision. Refer
to Note 7—Income Taxes, of the “Notes to Consolidated
FinancialStatements ” in Item 8 for further information.





Goodwill. We evaluate
goodwill for impairment at least on an annual basis or whenever events and
changes in circumstances suggest that the carrying amount may not be recoverable
from its estimated future cash flow. Applying the provision of SFAS No. 142,
Goodwill and Other Intangible
Assets, we perform goodwill impairment test for each reporting
unit.  If the fair value of the reporting unit exceeds the carrying
value of the reporting unit, goodwill is not impaired. We perform the goodwill
impairment assessment at the Company level, which is the sole reporting unit. We
performed our annual goodwill impairment test in the fourth quarter of fiscal
2008 and there was no impairment of goodwill during the year ended December 31,
2008. Significant management judgment is required in the forecasts of future
operating results that are used in the evaluation of carrying value of goodwill.
If our actual results, or the plans and estimates used in future impairment
analyses, are lower than the original estimates used to assess the
recoverability of these assets, we could incur additional impairment
charges.




Stock-based
Compensation. We estimate the fair value of stock options using the
Black-Scholes-Merton valuation model (the “Black-Scholes Model”), consistent
with the provisions of SFAS 123(R), and SAB 107, as allowed by SAB 110. The
Black-Scholes Model requires the input of highly subjective assumptions,
including the option’s expected life, the price volatility of the underlying
stock and future forfeitures and related tax effects. The expected stock price
volatility assumption was determined using a combination of the historical and
implied volatility of the Company’s common stock. Changes in the subjective
assumptions required in the valuation models may significantly affect the
estimated value of the awards, the related stock-based compensation expense and,
consequently, our results of operations.




24
 Table of Contents


Results
of Operations





Comparison
of Year Ended December 31, 2008 to Year Ended December 31,
2007





Revenue,
cost of revenue and gross profit





The table
below sets forth the fluctuations in revenue, cost of revenue and gross profit
data for the years ended December 31, 2008 and 2007 (in thousands, except
percentage data):




Year
      ended
              December
      31,
              2008
            
            
            Percentage
              of
              Revenue
            
            
            Year
      ended
              December
      31,
              2007
            
            
            Percentage
              of
              Revenue
            
            
            Year-to-Year
              Increase
            
            
            Increase
              PercentageRevenue
            
            $
            139,927
            
            
            
            100.0
            %
            
            $
            109,033
            
            
            
            100.0
            %
            
            $
            30,894
            
            
            
            28.3
            %Cost
      of revenue
            
            
            61,616
            
            
            
            44.0
            %
            
            
            44,732
            
            
            
            41.0
            %
            
            
            16,884
            
            
            
            37.7
            %Gross
      profit
            
            $
            78,311
            
            
            
            56.0
            %
            
            $
            64,301
            
            
            
            59.0
            %
            
            $
            14,010
            
            
            
            21.8
            %




Revenue. Revenue for the year
ended December 31, 2008 increased by $30.9 million compared with that of
the year ended December 31, 2007. Revenue from sales to Wintec, Cisco and
Cisco’s contract manufacturers (collectively “Cisco”) represented $52.7 million
of our total revenue for the year ended December 31, 2008, compared to
$55.1 million during the year ended December 31, 2007. The decrease in
sales to Cisco was primarily due to a decrease of $22.4 million from 2007 in
revenue from sales of NL5000 products, although this decline was largely offset
by increased revenue of our new and additional products for Cisco,
including NL7000, NL8000, and TCAM2 products which increased $20.7
million.  Revenue from non-Cisco customers represented $87.2 million
of total revenue for the year ended December 31, 2008 compared with $53.9
million during the year end December 31, 2007.  The increase in sales
to non-Cisco customers was driven primarily by increased demand for our products
in several emerging new markets, such as 10 Gigabit Ethernet, which we address
with the PLPs that we acquired in the Aeluros acquisition, and IPTV. During
the year ended December 31, 2008, Alcatel-Lucent accounted for 12% of our total
revenue compared with 11% in 2007.





Revenue
for the fourth quarter of fiscal 2008 declined 4% from the fourth quarter of
fiscal 2007.  We also expect revenue for the first quarter of fiscal
2009 to decline further relative to the first quarter of fiscal
2008.





Cost of Revenue/Gross Profit/Gross
Margin. Cost of revenue for the year ended December 31, 2008
increased by $16.9 million compared with that of the year ended December 31,
2007.  Cost of revenue increased primarily due to the increase in
product sales. Cost of revenue in 2008 also included amortization of
intangible assets, and a provision for excess and obsolete inventory and product
scrap charges. Cost of revenue for the years ended December 31, 2008 and
2007, respectively, included $11.9 million and $5.0 million of amortization of
intangible assets expense, and $2.4 million and $1.0 million of a provision for
excess and obsolete inventory.





Operating
expenses





The table
below sets forth operating expense data for the years ended December 31,
2008 and 2007 (in thousands, except percentage data):




Year
      ended
              December
      31,
              2008
            
            
            Percentage
              of
              Revenue
            
            
            Year
      ended
              December
      31,
              2007
            
            
            Percentage
              of
              Revenue
            
            
            Year-to-Year
              Increase
              (Decrease)
            
            
            Increase
              (Decrease)
              PercentageOperating
      expenses:Research
      and development
            
            $
            51,607
            
            
            
            36.9
            %
            
            $
            45,175
            
            
            
            41.4
            %
            
            $
            6,432
            
            
            
            14.2
            %In-process
      research and development
            
            
            -
            
            
            
            0.0
            %
            
            
            1,610
            
            
            
            1.5
            %
            
            
            (1,610
            )
            
            
            -100.0
            %Selling,
      general and administrative
            
            
            26,567
            
            
            
            19.0
            %
            
            
            19,672
            
            
            
            18.0
            %
            
            
            6,895
            
            
            
            35.0
            %Total
      operating expenses
            
            $
            78,174
            
            
            
            55.9
            %
            
            $
            66,457
            
            
            
            60.9
            %
            
            $
            11,717
            
            
            
            17.6
            %




Research and Development
Expenses. Research and development expenses increased during the year
ended December 31, 2008, as compared to fiscal 2007, primarily due to
increases in payroll related expenses of $3.8 million, product development and
qualification expenses of $2.1 million, and consulting and outside vendor
expenses of $1.0 million, which were partially offset by a decrease of
stock-based compensation expense of $0.5 million. The increase in payroll
related expenses resulted primarily from increases in engineering headcount in
India to support our new product development efforts, and in the U.S. as a
result of the Aeluros Acquisition.The increase in product
development and qualification expense was primarily due to the production
qualification and characterization of our newly introduced knowledge-based
processors. The remainder of the increase in research and development expenses
was caused by individually minor items.





Selling, General and Administrative
Expenses. Selling, general and administrative expenses increased during
the year ended December 31, 2008, as compared with fiscal 2007, primarily
due to increased commission expenses of $1.7 million, payroll related expenses
of $1.7 million, amortization expense of intangible assets – customer
relationships of $1.1 million, consulting and outside vendor expense of $1.0
million, other professional services fess of $0.4 million, stock-based
compensation expense of $0.6 million, and travel expense of $0.1 million. The
increase in commission expenses was primarily a result of our increase in
revenue. The increase in payroll related expenses and stock-based compensation
expense resulted primarily from increased headcount to support our growing
operations in the sales and marketing areas. The remainder of the fluctuation in
selling, general and administrative expenses was caused by individually minor
items.





During
the fourth quarter of fiscal 2008, we focused on lowering operating expenses
which resulted in a decline in expenses in that quarter to $20.1 million from
$20.8 million in the previous quarter.  We expect to remain focused on
maintaining our operating expenses at an appropriate level relative to our
revenues during the first quarter of fiscal 2009.





25
 Table of
Contents




Other
items





The table
below sets forth interest and other income (expense), net for the years ended
December 31, 2008 and 2007 (in thousands, except percentage
data):




Year
      ended
              December
      31,
              2008
            
            
            Percentage
              of
              Revenue
            
            
            Year
      ended
              December
      31,
              2007
            
            
            Percentage
              of
              Revenue
            
            
            Year-to-Year
              (Decrease)
            
            
            (Decrease)
              PercentageOther
      income, netInterest
      income
            
            $
            1,595
            
            
            
            1.1
            %
            
            $
            4,431
            
            
            
            4.1
            %
            
            $
            (2,836
            )
            
            
            -64.0
            %Other
      income (expense), net
            
            
            (92
            )
            
            
            0.0
            %
            
            $
            32
            
            
            
            0.0
            %
            
            $
            (124
            )
            
            
            -387.5
            %Total
      other income, net
            
            $
            1,503
            
            
            
            1.1
            %
            
            $
            4,463
            
            
            
            4.1
            %
            
            $
            (2,960
            )
            
            
            -66.3
            %





Interest and Other Income
(Expenses), net. Interest and other income, net, decreased by $3.0
million during the year ended December 31, 2008, compared with the same period
in 2007, primarily due to our lower invested balances after paying approximately
$71.7 million in connection with the acquisitions of the TCAM2 Products from
Cypress and the Aeluros Acquisition, and lower yields on our
investments.




Year
      ended
              December
      31,
              2008
            
            
            Percentage
              of
              Revenue
            
            
            Year
      ended
              December
      31,
              2007
            
            
            Percentage
              of
              Revenue
            
            
            Year-to-Year
              (Decrease)
            
            
            (Decrease)
              PercentageProvision
      for (benefit from) income taxes
            
            $
            (1,937
            )
            
            
            -1.4
            %
            
            $
            (288
            )
            
            
            -0.3
            %
            
            $
            (1,649
            )
            
            
            572.6
            %





Provision for income
taxes. During the year ended December 31, 2008, we recorded
an income tax benefit of $1.9 million. Our effective tax rate of 35%
for the year ended December 31, 2008 was primarily driven by a rate
differential for book income generated in foreign jurisdictions and the tax
impact of non-deductible stock options.





Stock-Based
Compensation under SFAS No. 123(R)





On
January 1, 2006, we adopted SFAS 123(R), on the modified prospective
application method, which requires the measurement and recognition of
compensation expense for all share-based awards made to our employees and
directors including employee stock options and employee stock purchases
outstanding as of and awarded after January 1, 2006. The total stock-based
compensation expense recognized for the year ended December 31, 2008, 2007
and 2006 was as follows (in thousands):




Year
      ended December 31,2008
            
            
            2007
            
            
            2006Cost
      of revenue
            
            $
            1,030
            
            
            $
            747
            
            
            $
            548Research
      and development
            
            
            9,474
            
            
            
            9,933
            
            
            
            7,481Selling,
      general and administrative
            
            
            5,988
            
            
            
            5,366
            
            
            
            3,878Total
      stock-based compensation expense
            
            $
            16,492
            
            
            $
            16,046
            
            
            $
            11,907




In
addition, we capitalized approximately $0.2 million and $0.2 million of
stock-based compensation in inventory as of December 31, 2008 and 2007
which represented indirect manufacturing costs related to our
inventory.


26
 Table of
Contents




Comparison
of Year Ended December 31, 2007 to Year Ended December 31,
2006





Revenue,
cost of revenue and gross profit





The table
below sets forth the fluctuations in revenue, cost of revenue and gross profit
data for the years ended December 31, 2007 and 2006 (in thousands, except
percentage data):




Year
      ended
              December
      31,
              2007
            
            
            Percentage
              of
              Revenue
            
            
            Year
      ended
              December
      31,
              2006
            
            
            Percentage
              of
              Revenue
            
            
            Year-to-Year
              Increase
            
            
            Increase
              PercentageRevenue
            
            $
            109,033
            
            
            
            100.0
            %
            
            $
            96,806
            
            
            
            100.0
            %
            
            $
            12,227
            
            
            
            12.6
            %Cost
      of revenue
            
            
            44,732
            
            
            
            41.0
            %
            
            
            36,762
            
            
            
            38.0
            %
            
            
            7,970
            
            
            
            21.7
            %Gross
      profit
            
            $
            64,301
            
            
            
            59.0
            %
            
            $
            60,044
            
            
            
            62.0
            %
            
            $
            4,257
            
            
            
            7.1
            %




Revenue. Revenue for the year
ended December 31, 2007 increased by $12.2 million compared with the year
ended December 31, 2006. Revenue from sales to Cisco and its contract
manufacturers represented 50% of our total revenue for the year ended
December 31, 2007, compared with 61% during the year ended
December 31, 2006. The decrease in sales to Cisco and its contract
manufacturers was primarily due to the implementation of Cisco’s vendor managed
inventory program during the second half of 2007 which resulted in lower levels
of inventory at Cisco as well as the implementation of a just-in-time inventory
model the second quarter of 2007 by Solectron Corporation, one of Cisco’s
contract manufacturers. The revenue loss attributable to the implementation of
these new manufacturing models in 2007 was partially offset by increased
revenues of new products to Cisco including the NL6000, NL7000, NL8000 and TCAM2
products which increased $7.9 million from 2006. The decrease in sales to Cisco
and its contract manufacturers was mitigated by an increase in revenue from our
non-Cisco customers, which totaled $54.0 million during the year ended
December 31, 2007, compared with $37.7 million during the year ended
December 31, 2006. The increase in sales to non-Cisco customers was
primarily driven by the increasing demand for our products in several emerging
new markets, such as 10 Gigabit Ethernet, cable infrastructure and IPTV, in
addition to the enterprise networking infrastructure market that has driven the
demand for our products historically. The average selling price of our products
decreased approximately 41% from 2006 primarily due to increased revenues of our
network search engine products into the high volume desktop switching segment.
In addition, we began shipping our newly acquired 10 Gigabit Ethernet PLPs in
the fourth quarter of 2007. During the year ended December 31, 2007,
Alcatel-Lucent accounted for 11% of our total product revenue compared with
10 % in 2006.





Cost of Revenue/GrossProfit/Gross Margin. Cost of
revenue for the year ended December 31, 2007 increased primarily due to the
addition of intangible asset amortization expense and recording of the fair
value inventory adjustments resulting from the acquisition of the TCAM2 Products
from Cypress Semiconductor Corp. and the Aeluros Acquisition, both of which were
completed in 2007. Intangible asset amortization expense for the year ended
December 31, 2007 was $5.0 million compared with $2.0 million for the year
ended December 31, 2006. The fair value inventory adjustments for the year
ended December 31, 2007 totaled $1.8 million compared with $0.3 million for
the year ended December 31, 2006. The intangible asset
amortization expense and fair value inventory adjustment recorded during
the year ended December 31, 2006 related to the acquisition of NSE Business
from Cypress Semiconductor Corp. The remainder of the increase in cost of sales
during the year ended December 31, 2007 was primarily due to the increase
in sales of our products.




Operating
expenses





The table
below sets forth operating expense data for the years ended December 31,
2007 and 2006 (in thousands, except percentage data):




Year
      ended
              December
      31,
              2007
            
            
            Percentage
              of
              Revenue
            
            
            Year
      ended
              December
      31,
              2006
            
            
            Percentage
              of
              Revenue
            
            
            Year-to-Year
              Increase
              (Decrease)
            
            
            Increase
              (Decrease)
              PercentageOperating
      expenses:Research
      and development
            
            $
            45,175
            
            
            
            41.4
            %
            
            $
            36,578
            
            
            
            37.8
            %
            
            $
            8,597
            
            
            
            23.5
            %In-process
      research and development
            
            
            1,610
            
            
            
            1.5
            %
            
            $
            10,700
            
            
            
            11.1
            %
            
            $
            (9,090
            )
            
            
            -85.0
            %Selling,
      general and administrative
            
            
            19,672
            
            
            
            18.0
            %
            
            
            15,455
            
            
            
            16.0
            %
            
            
            4,217
            
            
            
            27.3
            %Total
      operating expenses
            
            $
            66,457
            
            
            
            60.9
            %
            
            $
            62,733
            
            
            
            64.9
            %
            
            $
            3,724
            
            
            
            5.9
            %




Research and Development
Expenses. Research and development expenses increased during the year
ended December 31, 2007 compared with fiscal 2006, primarily due to
increases in product development and qualification expenses of $3.0 million,
stock-based compensation expense of $2.5 million, payroll related expenses of
$1.8 million, and travel expenses of $0.5 million. The increase in product
development and qualification expense was primarily due to the production
qualification and characterization for the NL7000 and NL8000 processors. The
increase in stock-based compensation expense was primarily due to the issuance
of stock-based compensation options and awards for additional engineering
headcount, including the new employees who joined us through the Aeluros
Acquisition. The increase in payroll related expenses was primarily due to an
increase in our engineering headcount in India to support our new product
development efforts and the incremental employees as a result of the Aeluros
Acquisition. Depreciation expense increased by $0.8 million during the year
ended December 31, 2007 as we purchased software and other tools to support
our research and development efforts. The remainder of the increase in research
and development expenses was caused by individually minor items.





27
 Table of
Contents




In-Process Research and
Development. During the year ended December 31, 2007, we recorded
$1.6 million of in-process research and development (“IPRD”) charge related to
the Aeluros Acquisition. The value assigned to IPRD was determined by
considering the importance of products under development to the overall
development plan, estimating costs to develop the purchased IPRD into
commercially viable products, estimating the resulting net cash flows from the
projects when completed and discounting the net cash flows to their present
value. The fair values of IPRD were determined using the income approach,
which discounts expected future cash flows to present value. The discount
rate of 24% used in the present value calculations was derived from a
weighted-average cost of capital analysis, adjusted to reflect additional risks
related to the product’s development and success as well as the product’s stage
of completion. At December 31, 2007, we estimated that the aggregate
costs to complete the projects would be $0.3 million. As of December 31,
2008, the projects had been completed.





During
the year ended December 31, 2006, we recorded $10.7 million of IPRD charge
related to our acquisition of the NSE Business from Cypress based upon our
estimate of the fair values of assets acquired. We acquired only one IPRD
project from Cypress, which was related to the acquired Sahasra algorithmic
technology, that had not reached technological feasibility, and had no
alternative use. The Sahasra algorithmic technology complemented our Layer 7
processing initiative and was a beneficial building block in driving towards
low-cost Layer 7 applications acceleration and security processing
solutions. As of December 31, 2007, we had completed the IPRD project and
incurred total post-acquisition costs of approximately $1.9 million. We expect
to benefit from it beginning in fiscal 2008, which is consistent with our
original estimate.





Selling, General and Administrative
Expenses. Selling, general and administrative expenses increased during
the year ended December 31, 2007 compared with fiscal 2006, primarily due
to increases in stock-based compensation expense of $1.5 million, payroll
related expenses of $1.1 million, accounting fees of $0.3 million, legal
expenses of $0.3 million, consulting and outside vendor expenses of $0.3
million, amortization of intangible assets expense of $0.3 million and
recruiting fees expenses of $0.2 million. The increase in stock-based
compensation expense and payroll related expenses was primarily due to an
increase in headcount to support our growing operations. Selling, general and
administrative expenses for 2007 also included $0.3 million of amortization
expense for the customer relationship intangible asset related to the Aeluros
Acquisition. The remainder of the increase in selling, general and
administrative expenses was caused by individually minor items.




Other
items





The table
below sets forth other data for the years ended December 31, 2007 and 2006
(in thousands, except percentage data):







Year
      ended
              December
      31,
              2007
            
            
            Percentage
              of
              Revenue
            
            
            Year
      ended
              December
      31,
              2006
            
            
            Percentage
              of
              Revenue
            
            
            Year-to-Year
              Increase
            
            
            Increase
              PercentageOther
      income, netInterest
      income
            
            $
            4,431
            
            
            
            4.1
            %
            
            $
            3,737
            
            
            
            4.6
            %
            
            $
            694
            
            
            
            18.6
            %Other
      income (expense), net
            
            
            32
            
            
            
            0.0
            %
            
            $
            3
            
            
            
            0.0
            %
            
            $
            29
            
            
            
            966.7
            %Total
      other income, net
            
            $
            4,463
            
            
            
            4.1
            %
            
            $
            3,740
            
            
            
            4.6
            %
            
            $
            723
            
            
            
            19.3
            %





Interest and Other Income
(Expenses), net. The net interest and other income of $4.5 million
generated during the year ended December 31, 2007 was due to a higher
average cash and investment balance during the period and higher market yields
for our chosen investments.




Year
      ended
              December
      31,
              2007
            
            
            Percentage
              of
              Revenue
            
            
            Year
      ended
              December
      31,
              2006
            
            
            Percentage
              of
              Revenue
            
            
            Year-to-Year
              (Decrease)
            
            
            (Decrease)
              PercentageProvision
      for (benefit from) income taxes
            
            $
            (288
            )
            
            
            -0.3
            %
            
            $
            459
            
            
            
            0.5
            %
            
            $
            (747
            )
            
            
            -162.7
            %





Provision for income
taxes. During the year ended December 31, 2007, we recorded
income tax benefit of $0.3 million, which included the release of the valuation
allowance previously recorded against our net deferred tax assets and the tax
impact of an intercompany license agreement. During the third fiscal quarter of
2007, we reassessed the valuation allowance previously recorded against our net
deferred tax assets which consisted primarily of net operating loss
carryforwards and research and development tax credits. Based on our earnings
history and projected future taxable income, management determined that it was
more likely than not that the deferred tax assets would be
realized.





28
 Table of
Contents




Liquidity
and Capital Resources





Financial
Condition





At
December 31, 2008, our principal sources of liquidity were our cash, cash
equivalents, and short-term investments which totaled $96.5 million. In
February 2009, we paid $15.5 million to the former Aeluros stockholders due to
attainment of post-acquisition revenue milestones, subject to certain
adjustments as provided in the Aeluros acquisition agreement





The
Company’s cash, cash equivalents and short-term investments are invested with
financial institutions in deposits that, at times, may exceed federally insured
limits. The Company had not experienced any losses on its deposits of cash and
cash equivalents as of December 31, 2008.  However, we believe that the
capital and credit markets have been experiencing unprecedented levels of
volatility and disruption and that recent U.S. sub-prime mortgage defaults have
had a significant impact across various sectors of the financial markets,
causing global credit and liquidity issues.  We can provide no assurance
that our cash, cash equivalents, and short-term investments will not be
adversely affected by these matters in the future.





The table
below (in thousands) sets forth the key components of cash flow for the years
ended December 31, 2008, 2007, and 2006:




Year
      ended December 31,2008
            
            
            2007
            
            
            2006Net
      cash provided by operating activities
            
            $
            41,856
            
            
            $
            24,907
            
            
            $
            22,308Net
      cash used in investing activities
            
            $
            (14,252
            )
            
            $
            (32,629
            )
            
            $
            (41,391
            )Net
      cash provided by financing activities
            
            $
            5,226
            
            
            $
            7,674
            
            
            $
            4,053




Cash
Flows during the Year ended December 31, 2008





Net cash
provided by operating activities was $41.9 million for the year ended
December 31, 2008, which primarily consisted of $3.6 million of net income,
$31.7 million of non-cash operating expenses and $6.6 million in changes in
operating assets and liabilities.  Non-cash operating
expenses  for the year ended December 31, 2008, included depreciation
and amortization of $17.2 million, stock-based compensation of $16.5 million,
and provision for inventory reserve of $2.4 million, offset by deferred
income taxes, net of $3.9 million, and tax benefit from stock-based awards of
$0.7 million. Changes in operating assets and liabilities were primarily driven
by an increase in deferred margin of $1.3 million, inventory of
$1.4 million, other liabilities of $1.1 million and accounts payable of
$0.5 million on higher product sales, offset by a decrease in accounts
receivables of $6.6 million, accrued liabilities of $2.1 million, which
includes the $15.5 million Aeluros post-acquisition revenue milestone, and
prepaid expenses and other assets of $0.6 million.





Net cash
used in investing activities was $14.3 million during the year ended
December 31, 2008, of which we used $13.0 million for the purchase of
short-term investments, and $1.4 million to purchase computer equipment and
research and development design tools to support our growing operations. We
expect to make capital expenditures of approximately $3.0 million during fiscal
2009. These capital expenditures will be used primarily to support product
development activities. We will use our cash and cash equivalents to fund these
purchases.





Net cash
provided by financing activities was $5.2 million for the year ended
December 31, 2008, primarily from proceeds of stock option exercises of
$7.9 million, and tax benefit from stock-based awards of $0.7 million. Cash
provided by financing activities was offset by repayment of software license and
other obligations of $3.4 million.





Cash
Flows during the Year ended December 31, 2007





During
the year ended December 31, 2007, our operating activities generated net
cash of $24.9 million. During the period, we recorded non-cash items of $22.5
million primarily consisting of stock-based compensation of $16.0 million,
depreciation and amortization of $9.1 million, in-process research and
development charge of $1.6 million related to the Aeluros Acquisition, provision
for inventory reserve of $1.0 million, offset by net impact of deferred tax
asset valuation allowance release of $0.5 million, tax benefit from stock-based
awards of $2.5 million, deferred income taxes, net of $1.7 million, and
accretion of discount on debt securities of $0.7 million. We also generated cash
from a decrease of inventory of $1.5 million, and an increase in accounts
payable and accrued liabilities of $2.9 million, and other long-term liabilities
of $1.0 million. The cash generated was partially offset by the increase in
accounts receivable of $4.5 million on higher sales of our products during
the period, increase in prepaid expenses and other assets of $1.3
million.




Our
investing activities used cash of $32.6 million during the year ended
December 31, 2007, of which we obtained $53.8 million in proceeds from
sales and maturities of short-term investments, and used $13.9 million for the
purchase of short-term investments. We used $2.2 million to purchase computer
equipment and research and development design tools to support our growing
operations. We expect to make capital expenditures of approximately
$4.4 million during fiscal 2008. These capital expenditures will be used
primarily to support product development activities. We will use our cash and
cash equivalents to fund these purchases. We used $70.2 million to purchase the
TCAM2 products and certain related assets from Cypress Semiconductor and for the
Aeluros Acquisition.





Our
financing activities provided net cash of $7.7 million for the year ended
December 31, 2007, primarily from proceeds of stock option exercises of
$8.3 million, and tax benefit from stock-based awards of $2.5 million. Cash
provided by financing activities was offset by repayment of software license and
other obligations of $3.1 million.




Cash
Flows during the Year ended December 31, 2006
 
 During
the year ended December 31, 2006, our operating activities generated net
cash of $22.3 million. During the period, we recorded non-cash items of $29.5
million primarily consisting of an in-process research and development charge of
$10.7 million related to the acquisition of the Cypress NSE assets, stock-based
compensation of $11.9 million, provision for inventory reserve of $2.5 million,
accretion of discount on debt securities of $0.5 million and depreciation and
amortization of intangibles of $4.9 million. The cash generated was offset by
the increase in accounts receivable of $1.7 million on higher sales of our
knowledge-based processors during the period, an increase in inventory of $2.6
million primarily due to the addition of NSE products acquired from Cypress and
a decrease in accounts payable of $3.5 million due to the timing of payments to
our vendors.
 
 Our
investing activities used cash of $41.4 million during the year ended
December 31, 2006, of which $39.1 million was for the purchase of
short-term investments. We used $1.5 million to purchase computer equipment and
research and development design tools to support our growing operations. We
expect to make capital expenditures of approximately $5.1 million during
fiscal 2007. These capital expenditures will be used primarily to support
product development activities. We will use our cash and cash equivalents to
fund these purchases. We paid approximately $0.8 million for expenses directly
associated with the acquisition of the NSE Business from Cypress.
 
 Our
financing activities provided net cash of $4.1 million for the year ended
December 31, 2006, primarily from stock option exercises. Cash provided by
financing activities was offset by repayment of software license and other
obligations.




29
 Table of
Contents




Capital
Resources





We
believe that our existing cash, cash equivalents, and short-term investment
balance of $96.5 million will be sufficient to meet our anticipated cash needs
for at least the next 12 months. Our future capital requirements will depend on
many factors, including the amount of revenue we generate, the timing and extent
of spending to support product development efforts, the expansion of sales and
marketing activities, the timing of introductions of new products, the costs to
ensure access to adequate manufacturing capacity, and the continuing market
acceptance of our products, and any future business acquisitions that we might
undertake. However, if we do not meet our plan, we could be required, or might
elect, to seek additional funding through public or private equity or debt
financing and additional funds may not be available on terms acceptable to us or
at all. We also might decide to raise additional capital at such times and upon
such terms as management considers favorable and in the interests of the
Company, including, but not limited to, from the sale of up to $150 million of
our debt and/or equity securities (before reductions for expenses, underwriting
discounts and commissions) under our shelf registration statement.





Contractual
Obligations





Our
principal commitments as of December 31, 2008 are summarized below (in
thousands):




Total
            
            
            Less
      than
              1
      year
            
            
            1
      - 3
              years
            
            
            4
      -5
              years
            
            
            After
              5
      yearsOperating
      lease obligations
            
            $
            2,537
            
            
            $
            1,000
            
            
            $
            1,537
            
            
            $
            -
            
            
            $
            -Software
      license obligations
            
            
            1,287
            
            
            
            803
            
            
            
            484
            
            
            
            -
            
            
            
            -Wafer
      purchases
            
            
            2,902
            
            
            
            2,902
            
            
            
            -
            
            
            
            -
            
            
            
            -Other
            
            
            109
            
            
            
            109
            
            
            
            -
            
            
            
            -
            
            
            
            -Total
            
            $
            6,835
            
            
            $
            4,814
            
            
            $
            2,021
            
            
            $
            -
            
            
            $
            -




In
addition to the enforceable and legally binding obligations quantified in the
table above, we have other obligations for goods and services entered into in
the normal course of business. These obligations, however, either are not
enforceable or legally binding or are subject to change based on our business
decisions.





Other
obligations shown above represent $0.1 million of adverse purchase commitments
for which the inventory is considered unsalable.




In
addition, due to uncertainty with respect to timing of future cash flows
associated with our unrecognized tax benefits at December 31, 2008, we are
unable to make a reasonably reliable estimate of the period of cash settlement
with the respective taxing authority. Therefore, $15.2 million of
unrecognized tax benefits have been excluded from the contractual obligations
table above. See Note 7. – Income Taxes or a discussion on Income
Taxes.





Off-Balance
Sheet Arrangements





As part
of our ongoing business, we do not participate in transactions that generate
relationships with unconsolidated entities or financial partnerships, such as
entities often referred to as structured finance or special purpose
entities, or SPEs, which would have been established for the purpose of
facilitating off-balance sheet arrangements or other contractually narrow or
limited purposes. As of December 31, 2008, we were not involved in any
unconsolidated SPE transactions.





Indemnities,
Commitments and Guarantees





In the
normal course of business, we have made certain indemnities, commitments and
guarantees under which we may be required to make payments in relation to
certain transactions. These include agreements to indemnify our customers with
respect to liabilities associated with the infringement of other parties’
technology based upon our products, obligation to indemnify our lessors under
facility lease agreements, and obligation to indemnify our directors and
officers to the maximum extent permitted under the laws of the state of
Delaware. The duration of such indemnification obligations, commitments and
guarantees varies and, in certain cases, is indefinite. We have not recorded any
liability for any such indemnification obligations, commitments and guarantees
in the accompanying balance sheets. We do, however, accrue for losses for any
known contingent liability, including those that may arise from indemnification
provisions, when future payment is estimable and probable.





Under
master purchase agreements signed with Cisco in November 2005, we have agreed to
indemnify Cisco for costs incurred in rectifying epidemic failures, up to the
greater of (on a per claim basis) 25% of all amounts paid to us by Cisco during
the preceding 12 months (approximately, $13.2 million at December 31, 2008) or
$9.0 million, plus replacement costs. If we are required to make payments under
the indemnity, our operating results may be adversely affected.





30
 Table of
Contents




Significant
Accounting Pronouncements




Fair
Value Measurement




In
September 2006, the Financial Accounting Standards Board, or FASB, issued SFAS
No. 157, “Fair Value
Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a
framework and gives guidance regarding the methods used for measuring fair
value, and expands disclosures about fair value measurements. SFAS 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods of those fiscal years. In February
2008, the FASB released a FASB Staff Position (FSP FAS 157-2— Effective Date of FASB Statement
No. 157) which delays the effective date of SFAS 157 for all
non-financial assets and non-financial liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually) to fiscal years beginning after November 15,
2008. In October 2008, the FASB released a FASB Staff Position (FSP FAS 157-3
—Determining the fair value of
a financial asset when the market for that asset is not active) which
clarifies the application of SFAS 157 in a market that is not active and
provides an example to illustrate key considerations in determining the fair
value of a financial asset when the market for that financial asset is not
active. The adoption of SFAS 157 for financial assets and liabilities had
no impact on the Company’s consolidated financial position, results of
operations or cash flows. See Note 13 to the Notes to Consolidated
Financial Statements for more information on investments and fair value
measurements.




Business
Combinations





In
December 2007, the FASB issued SFAS No. 141(R),Business Combinations
(“SFAS 141(R)”), which replaces FAS 141. SFAS 141(R) establishes
principles and requirements for how an acquirer in a business combination
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any controlling interest; recognizes and
measures the goodwill acquired in the business combination or a gain from a
bargain purchase; and determines what information to disclose to enable users of
the financial statements to evaluate the nature and financial effects of the
business combination. SFAS 141(R) is to be applied prospectively to
business combinations for which the acquisition date is on or after an entity’s
fiscal year that begins after December 15, 2008. The Company will apply the
provisions of SFAS 141(R) if and when a future acquisition
occurs.





Noncontrolling
Interests in Consolidated Financial Statements





In
December 2007, the FASB issued SFAS No. 160,Noncontrolling Interests in
Consolidated Financial Statements — an amendment of ARB No. 51”
(“SFAS 160”). SFAS 160 establishes new accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. Specifically, this statement requires the
recognition of a noncontrolling interest (minority interest) as equity in the
consolidated financial statements and separate from the parent’s equity. The
amount of net income attributable to the noncontrolling interest will be
included in consolidated net income on the face of the income statement.
SFAS 160 clarifies that changes in a parent’s ownership interest in a
subsidiary that do not result in deconsolidation are equity transactions if the
parent retains it controlling financial interest. In addition, this statement
requires that a parent recognize a gain or loss in net income when a subsidiary
is deconsolidated. Such gain or loss will be measured using the fair value of
the noncontrolling equity investment on the deconsolidation date. SFAS 160
also includes expanded disclosure requirements regarding the interests of the
parent and its noncontrolling interest. SFAS 160 is effective for fiscal
years, and interim periods within those fiscal years, beginning on or after
December 15, 2008. Earlier adoption is prohibited. The Company is currently
assessing SFAS No. 160 and has not yet determined the impact, if any, that
the adoption of SFAS No. 160 will have on its financial position, results
of operations and cashflows.





Useful
Life of Intangible Assets





In April 2008, the FASB issued FASB
Staff Position 142-3, “Determination of the Useful Life of
Intangible Assets” (“FSP 142-3”). FSP 142-3 amends the factors
that should be considered in developing renewal or extension assumptions used to
determine the useful life of a recognized intangible asset under
SFAS Statement No. 142, “Goodwill and Other Intangible
Assets” (“SFAS 142”). The objective of FSP 142-3 is to improve
the consistency between the useful life of a recognized intangible asset under
SFAS 142 and the period of expected cash flows used to measure the fair
value of the asset under SFAS 141(R), “Business Combinations”, and
other U.S. generally accepted accounting principles. FSP 142-3 will be
effective beginning in fiscal year 2010. The Company is currently assessing
FSP142-3 and has not yet determined the impact, if any, that the adoption of FSP
142-3 will have on its consolidated financial statements.





Defensive
Intangible Assets





In November 2008, the FASB ratified
EITF Issue No. 08-7, Accounting for Defensive Intangible
Assets, (“EITF 08-7”).  EITF 08-7 applies to defensive
intangible assets, which are acquired intangible assets that the acquirer does
not intend to actively use but intends to hold to prevent its competitors from
obtaining access to them. As these assets are separately identifiable,
EITF 08-7 requires an acquiring entity to account for defensive intangible
assets as a separate unit of accounting, which should be amortized to expense
over the period the asset diminished in value. Defensive intangible assets must
be recognized at fair value in accordance with SFAS 141(R) and
SFAS 157. EITF 08-7 is effective for financial statements issued for
fiscal years beginning after December 15, 2008. The Company is currently
assessing EITF 08-7 and has not yet determined the impact, if any, that the
adoption of EITF 08-7 will have on its consolidated financial
statements.




ITEM 7A.
              QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
  RISK.





The
primary objective of our investment activities is to preserve principal while
maximizing the income we receive from our investments without significantly
increasing the risk of loss. Some of the investment securities permitted under
our cash management policy may be subject to market risk for changes in interest
rates. To mitigate this risk, we maintain a portfolio of cash equivalent and
short-term investments in a variety of securities which may include money market
funds, government debt issued by the United States of America, state debt,
certificates of deposit and investment grade corporate debt. Presently, we are
exposed to minimal market risks associated with interest rate changes. We manage
the sensitivity of our results of operations to these risks by maintaining
investment grade short-term investments. Our cash management policy does not
allow us to purchase or hold derivative or commodity instruments or other
financial instruments for trading purposes. Additionally, our policy stipulates
that we periodically monitor our investments for adverse material holdings
related to the underlying financial solvency of the issuer. As of
December 31, 2008, our investments consisted of money market funds. Our
results of operations and financial condition would not be significantly
impacted by either a 10% increase or decrease in interest rates due mainly to
the short-term nature of our investment portfolio.





Our sales
outside the United States are transacted in U.S. dollars; accordingly our
sales are not generally impacted by foreign currency rate changes. Our operating
expenses are denominated primarily in U.S. Dollars, except for expenses incurred
by our wholly owned subsidiaries in India, Taiwan, and China, which are
denominated in the local currency. To date, fluctuations in foreign currency
exchange rates have not had a material impact on our results of
operations.


31
 Table of
Contents




ITEM 8.
            FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA.





NETLOGIC
MICROSYSTEMS, INC.





Index
to Financial Statements




PageReport of Independent Registered Public
      Accounting Firm
            
            33Consolidated Balance Sheets as of December 31,
      2008 and 2007
            
            34Consolidated Statements of Operations for
      the years ended December 31, 2008, 2007 and
      2006
            
            35Consolidated Statement of
      Stockholders’ Equity and Comprehensive Income for the years ended
      December 31, 2008, 2007 and 2006
            
            36Consolidated Statements of Cash Flows for the
      years ended December 31, 2008, 2007 and
    2006
            
            37Notes to Consolidated Financial
      Statements
            
            38


32
 Table of
Contents




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors and Stockholders of


NetLogic
Microsystems, Inc.:





In our
opinion, the consolidated financial statements listed in the index appearing
under Item 15(a)(1) present fairly, in all material respects, the financial
position of NetLogic Microsystems, Inc. and its subsidiaries at
December 31, 2008 and 2007, and the results of their operations and their
cash flows for each of the three years in the period ended December 31,
2008 in conformity with accounting principles generally accepted in the United
States of America. In addition, in our opinion, the financial statement schedule
listed in the index appearing under Item 15(a)(2) presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements. Also in our opinion, the
Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2008, based on criteria established
inInternal
Control—Integrated
Framework  issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO). The Company’s management is responsible for
these financial statements and financial statement schedule, for maintaining
effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting, included in
Management’s Report on Internal Control Over Financial Reporting appearing under
Item 9A. Our responsibility is to express opinions on these financial
statements, on the financial statement schedule, and on the Company’s internal
control over financial reporting based on our integrated 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 audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement and whether effective internal
control over financial reporting was maintained in all material respects. Our
audits of the financial statements included examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. Our audit of internal
control over financial reporting included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audits also included performing
such other procedures as we considered necessary in the circumstances. We
believe that our audits provide a reasonable basis for our
opinions.





As
discussed in Note 7 to the consolidated financial statements, the Company
changed the manner in which it accounts for uncertainty in income taxes in
fiscal 2007.





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
(i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of
the company; (ii) 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
(iii) 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.




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.




/s/
PricewaterhouseCoopers LLP  San Jose,
California


March 4,
2009





33
 Table of
Contents




NETLOGIC MICROSYSTEMS, INC.





CONSOLIDATED BALANCE SHEETS


(IN
THOUSANDS)




December
      31,2008
              
              
              2007ASSETSCurrent
      assets:Cash
      and cash equivalents
              
              $
              83,474
              
              
              $
              50,689Short-term
      investments
              
              
              13,067
              
              
              
              -Accounts
      receivables, net
              
              
              8,382
              
              
              
              14,838Inventories
              
              
              13,707
              
              
              
              12,938Deferred
      income taxes
              
              
              3,217
              
              
              
              5,396Prepaid
      expenses and other current assets
              
              
              1,937
              
              
              
              3,320Total
      current assets
              
              
              123,784
              
              
              
              87,181Property
      and equipment, net
              
              
              5,513
              
              
              
              5,745Goodwill
              
              
              68,712
              
              
              
              55,422Intangible
      asset, net
              
              
              39,538
              
              
              
              52,837Other
      assets
              
              
              8,224
              
              
              
              1,966Total
      assets
              
              $
              245,771
              
              
              $
              203,151LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilitiesAccounts
      payable
              
              $
              7,618
              
              
              $
              7,094Accrued
      liabilities
              
              
              25,920
              
              
              
              13,286Deferred
      margin
              
              
              1,638
              
              
              
              317Software
      licenses and other obligations, current
              
              
              755
              
              
              
              2,528Total
      current liabilities
              
              
              35,931
              
              
              
              23,225Software
      licenses and other obligations, long-term
              
              
              464
              
              
              
              -Other
      liabilities
              
              
              9,109
              
              
              
              8,038Total
      liabilities
              
              
              45,504
              
              
              
              31,263Commitments
      and contingencies (Note 8)Stockholders'
      equityPreferred
      stock; 50,000 shares authorized at December 31, 2008 and 2007; none issued
      and outstanding at December 31, 2008 and 2007
              
              
              -
              
              
              
              -Common
      stock; 200,000 shares authorized at December 31, 2008 and 2007; 21,908 and
      21,314 shares issued and outstanding at December 31, 2008 and
      2007
              
              
              219
              
              
              
              213Additional
      paid-in capital
              
              
              276,042
              
              
              
              251,241Accumulated
      other comprehensive loss
              
              
              (13
              )
              
              
              (8
              )Accumulated
      deficit
              
              
              (75,981
              )
              
              
              (79,558
              )Total
      stockholders' equity
              
              
              200,267
              
              
              
              171,888Total
      liabilities and stockholders' equity
              
              $
              245,771
              
              
              $
              203,151





The
accompanying notes are an integral part of these consolidated financial
statements.







34
 Table of
Contents




NETLOGIC MICROSYSTEMS, INC.





CONSOLIDATED STATEMENTS OF
OPERATIONS


(IN
THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)







Year
      ended December 31,2008
            
            
            2007
            
            
            2006Revenue
            
            $
            139,927
            
            
            $
            109,033
            
            
            $
            96,806Cost
      of revenue
            
            
            61,616
            
            
            
            44,732
            
            
            
            36,762Gross
      profit
            
            
            78,311
            
            
            
            64,301
            
            
            
            60,044Operating
      expenses:Research
      and development
            
            
            51,607
            
            
            
            45,175
            
            
            
            36,578In-process
      research and development
            
            
            -
            
            
            
            1,610
            
            
            
            10,700Selling,
      general and administrative
            
            
            26,567
            
            
            
            19,672
            
            
            
            15,455Total
      operating expenses
            
            
            78,174
            
            
            
            66,457
            
            
            
            62,733Income
      (loss) from operations
            
            
            137
            
            
            
            (2,156
            )
            
            
            (2,689
            )Interest
      income
            
            
            1,595
            
            
            
            4,431
            
            
            
            3,737Other
      income (expenses), net
            
            
            (92
            )
            
            
            32
            
            
            
            3Income
      before income taxes
            
            
            1,640
            
            
            
            2,307
            
            
            
            1,051Provision
      for (benefit from) income taxes
            
            
            (1,937
            )
            
            
            (288
            )
            
            
            459Net
      income
            
            $
            3,577
            
            
            $
            2,595
            
            
            $
            592Net
      income per share-basic
            
            $
            0.17
            
            
            $
            0.13
            
            
            $
            0.03Net
      income per share-diluted
            
            $
            0.16
            
            
            $
            0.12
            
            
            $
            0.03Shares
      used in calculation-basic
            
            
            21,472
            
            
            
            20,747
            
            
            
            19,758Shares
      used in calculation-diluted
            
            
            22,314
            
            
            
            21,938
            
            
            
            21,107







The
accompanying notes are an integral part of these consolidated financial
statements.







35
 Table of
Contents








NETLOGIC MICROSYSTEMS, INC.





CONSOLIDATED STATEMENT OF STOCKHOLDERS’
EQUITY AND COMPREHENSIVE INCOME


(IN
THOUSANDS)




Common
      StockShares
              
              
              Amount
              
              
              Additional
                Paid-In
                Capital
              
              
              Notes
                Receivable
                from
                Stockholders
              
              
              Deferred
                Stock-based
                Compensation
              
              
              Accumulated
                Other
                Comprehensive
                Income
                (Loss)
              
              
              Accumulated
                Deficit
              
              
              Total
                Stockholder's
                EquityBalance
      at December 31, 2005
              
              
              18,075
              
              
              $
              180
              
              
              $
              152,379
              
              
              $
              (44
              )
              
              $
              (1,114
              )
              
              $
              -
              
              
              $
              (82,745
              )
              
              $
              68,656Issuance
      of common stock in connection with the acquisition of Cypress NSE
      business
              
              
              1,653
              
              
              
              17
              
              
              
              56,184
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              56,201Issuance
      of stock under stock compensation plans
              
              
              697
              
              
              
              7
              
              
              
              4,803
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              4,810Issuance
      of stock for warrant exercise
              
              
              14
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              -Amortization
      of deferred stock-based compensation
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              778
              
              
              
              
              
              
              
              
              
              
              
              778Reversal
      of deferred stock-based compensation due to terminations
              
              
              
              
              
              
              
              
              
              
              (16
              )
              
              
              
              
              
              
              16
              
              
              
              
              
              
              
              
              
              
              
              -Reversal
      of deferred stock-based compensation upon adoption of FAS
    123R
              
              
              
              
              
              
              
              
              
              
              (138
              )
              
              
              
              
              
              
              138
              
              
              
              
              
              
              
              
              
              
              
              -Recording
      of stock-based compensation expense under SFAS 123R
              
              
              
              
              
              
              
              
              
              
              11,316
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              11,316Repayment
      of notes receivable
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              44
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              44Tax
      benefits of stock options
              
              
              
              
              
              
              
              
              
              
              119
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              119Currency
      translation adjustments
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              8
              
              
              
              
              
              
              
              8Net
      income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              592
              
              
              
              592Total
      comprehensive income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              600Balance
      at December 31, 2006
              
              
              20,439
              
              
              
              204
              
              
              
              224,647
              
              
              
              -
              
              
              
              (182
              )
              
              
              8
              
              
              
              (82,153
              )
              
              
              142,524Issuance
      of stock under stock compensation plans
              
              
              875
              
              
              
              9
              
              
              
              8,339
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              8,348Amortization
      of deferred stock-based compensation
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              179
              
              
              
              
              
              
              
              
              
              
              
              179Reversal
      of deferred stock-based compensation due to terminations
              
              
              
              
              
              
              
              
              
              
              (3
              )
              
              
              
              
              
              
              3
              
              
              
              
              
              
              
              
              
              
              
              -Recording
      of stock-based compensation expense under SFAS 123R
              
              
              
              
              
              
              
              
              
              
              15,793
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              15,793Tax
      benefits of stock options
              
              
              
              
              
              
              
              
              
              
              2,465
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              2,465Currency
      translation adjustments
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (16
              )
              
              
              
              
              
              
              (16
              )Net
      income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              2,595
              
              
              
              2,595Total
      comprehensive income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              2,579Balance
      at December 31, 2007
              
              
              21,314
              
              
              
              213
              
              
              
              251,241
              
              
              
              -
              
              
              
              -
              
              
              
              (8
              )
              
              
              (79,558
              )
              
              
              171,888Issuance
      of stock under stock compensation plans
              
              
              594
              
              
              
              6
              
              
              
              7,879
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              7,885Recording
      of stock-based compensation expense under SFAS 123R
              
              
              
              
              
              
              
              
              
              
              16,354
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              16,354Tax
      benefits of stock options
              
              
              
              
              
              
              
              
              
              
              568
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              568Currency
      translation adjustments
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (45
              )
              
              
              
              
              
              
              (45
              )Unrealized
      gain (loss) on short-term investments
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              40
              
              
              
              
              
              
              
              40Net
      income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              3,577
              
              
              
              3,577Total
      comprehensive income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              3,572Balance
      at December 31, 2008
              
              
              21,908
              
              
              $
              219
              
              
              $
              276,042
              
              
              $
              -
              
              
              $
              -
              
              
              $
              (13
              )
              
              $
              (75,981
              )
              
              $
              200,267




The
accompanying notes are an integral part of these consolidated financial
statements.







36
 Table of
Contents




NETLOGIC MICROSYSTEMS, INC.





CONSOLIDATED STATEMENTS OF CASH FLOWS


(IN
THOUSANDS)







Year
      ended December 31,2008
            
            
            2007
            
            
            2006Cash
      flows from operating activities:Net
      income
            
            $
            3,577
            
            
            $
            2,595
            
            
            $
            592Adjustments
      to reconcile net income to net cash provided by operating
      activitiesDepreciation
      and amortization
            
            
            17,213
            
            
            
            9,134
            
            
            
            4,937Accretion
      of discount relating to debt securities
            
            
            (13
            )
            
            
            (709
            )
            
            
            (544
            )Stock-based
      compensation
            
            
            16,492
            
            
            
            16,046
            
            
            
            11,907Provision
      for (recovery of) doubtful accounts
            
            
            49
            
            
            
            (25
            )
            
            
            (16
            )Provision
      for inventory reserves
            
            
            2,441
            
            
            
            1,022
            
            
            
            2,471Loss
      on disposal of property and equipment
            
            
            106
            
            
            
            38
            
            
            
            -In-process
      research and development
            
            
            -
            
            
            
            1,610
            
            
            
            10,700Deferred
      income taxes, net
            
            
            (3,893
            )
            
            
            (1,688
            )
            
            
            -Tax
      benefit from stock-based awards
            
            
            (717
            )
            
            
            (2,465
            )
            
            
            (119
            )Net
      impact of deferred tax asset valuation allowance relase and tax effect of
      intercompany license agreement
            
            
            -
            
            
            
            (504
            )
            
            
            -Changes
      in current assets and liabilities, net of effects of
      acquisitions:Accounts
      receivables
            
            
            6,571
            
            
            
            (4,471
            )
            
            
            (1,748
            )Inventories
            
            
            (1,448
            )
            
            
            1,479
            
            
            
            (2,598
            )Prepaid
      expenses and other assets
            
            
            646
            
            
            
            (1,312
            )
            
            
            284Accounts
      payable
            
            
            524
            
            
            
            971
            
            
            
            (3,528
            )Accrued
      liabilities
            
            
            (2,084
            )
            
            
            1,947
            
            
            
            (73
            )Deferred
      margin
            
            
            1,321
            
            
            
            263
            
            
            
            54Other
      long-term liabilities
            
            
            1,071
            
            
            
            976
            
            
            
            (11
            )Net
      cash provided by operating activities
            
            
            41,856
            
            
            
            24,907
            
            
            
            22,308Cash
      flows from investing activities:Purchase
      of property and equipment
            
            
            (1,438
            )
            
            
            (2,220
            )
            
            
            (1,510
            )Purchase
      of short-term investments
            
            
            (13,014
            )
            
            
            (13,935
            )
            
            
            (39,127
            )Sales
      and maturities of short-term investments
            
            
            -
            
            
            
            53,771
            
            
            
            -Cash
      received from (paid for) acquisitions, net of cash
acquired
            
            
            200
            
            
            
            (70,245
            )
            
            
            (754
            )Net
      cash used in investing activities
            
            
            (14,252
            )
            
            
            (32,629
            )
            
            
            (41,391
            )Cash
      flows from financing activities:Payments
      of software license and other obligations
            
            
            (3,376
            )
            
            
            (3,139
            )
            
            
            (920
            )Proceeds
      from issuance of Common Stock
            
            
            7,885
            
            
            
            8,348
            
            
            
            4,810Tax
      benefit from stock-based awards
            
            
            717
            
            
            
            2,465
            
            
            
            119Proceeds
      from payment of notes receivables from stockholders
            
            
            -
            
            
            
            -
            
            
            
            44Net
      cash provided by financing activities
            
            
            5,226
            
            
            
            7,674
            
            
            
            4,053Effects
      of exchange rate on cash and cash equivalents
            
            
            (45
            )
            
            
            (15
            )
            
            
            (6
            )Net
      increase (decrease) in cash and cash eqivalents
            
            
            32,785
            
            
            
            (63
            )
            
            
            (15,036
            )Cash
      and cash equivalents at beginning of year
            
            
            50,689
            
            
            
            50,752
            
            
            
            65,788Cash
      and cash equivalents at end of year
            
            $
            83,474
            
            
            $
            50,689
            
            
            $
            50,752Supplemental
      disclosures of cash flow information:Cash
      paid for interest
            
            $
            19
            
            
            $
            -
            
            
            $
            -Cash
      paid for income taxes
            
            $
            562
            
            
            $
            4,665
            
            
            $
            -Supplemental
      disclosures of non-cash investing and financing
activities:Acquisition
      of property and equipment under capital leases and software licenses
      obligations
            
            $
            2,350
            
            
            $
            1,697
            
            
            $
            3,233Issuance
      of common stock in connection with the acquisition of Cypress' NSE
      business
            
            $
            -
            
            
            $
            -
            
            
            $
            56,201Accrual
      for Aeluros earn-out payment
            
            $
            15,501
            
            
            $
            -
            
            
            $
            -








The
accompanying notes are an integral part of these consolidated financial
statements.







37
 Table of
Contents




NETLOGIC
MICROSYSTEMS, INC.





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


December 31,
2008





NOTE
1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:





The
Company





We are a
semiconductor company that designs, develops and markets high-performance
processors and high-speed integrated circuits that are deployed by original
equipment manufacturers (OEMs) in routers, switches, wireless infrastructure
equipment, network security appliances, datacenter servers, network access
equipment and network storage devices to accelerate the delivery of voice,
video, data and multimedia content for advanced enterprise, datacenter,
communications and mobile wireless networks. Our knowledge-based processors,
physical layer products and network search engine products are incorporated in
systems used throughout multiple types of networks that comprise the global
Internet infrastructure, including the enterprise, metro, access, edge and core
networking markets, and are designed into systems offered by leading networking
OEMs.





Basis
of Presentation





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





Reclassifications





Certain
fiscal 2007 amounts in the accompanying consolidated balance sheet have been
reclassified to conform to the fiscal 2008 presentation. Short-term deferred tax
assets and long-term deferred tax liabilities have been reclassified to
non-current deferred tax assets. These reclassifications had no effect on
previously reported consolidated statements of operations or stockholders’
equity.





Use
of estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to 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 reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those
estimates.





Revenue
recognition





We derive
revenue mainly from product sales and, to a lesser extent, from engineering
services. Except for shipments to one distributor and to an inventory
consignment agent for our largest customer, we recognize revenue from product
sales upon shipment when persuasive evidence of an arrangement exists, legal
title and risk of ownership has transferred, the price is fixed or determinable,
and collection of the resulting receivables is reasonably assured. Our sales
agreements do not provide for any customer acceptance provisions. We generally
do not undertake any substantive obligation to provide any modification or
customization, upgrades, enhancements, post-contract customer support,
additional products or enhancements. Historically, returns have been
insignificant for other than warranty. Provisions for warranty expenses are
recorded when revenue is recognized.





We have a
purchase agreement with Wintec Industries (“Wintec”) who is the primary
purchaser of our products on a consignment basis for resale to Cisco and its
contract manufacturers. We generally recognize revenue when Wintec ships our
product to Cisco or its contract manufacturers.





From
time-to-time we perform engineering services for third parties. Engineering
service revenue is recognized as services are performed, agreed-upon milestones
are achieved and customer acceptance, if required, is received from the
customer. Engineering service revenues were not significant in 2008, 2007, or
2006.





Warranty





We
provide a limited warranty on our products for a period ranging from one to five
years from the date of sale. We provide for the estimated future costs of repair
or replacement upon shipment of the product. Our warranty accrual is estimated
based on historical claims compared to actual revenue and assumes that we have
to replace products subject to a claim.





Cash,
cash equivalents and short-term investments





We
consider all highly liquid investments purchased with a remaining maturity of
three months or less at the date of purchase to be cash equivalents. These
investments consist of money-market funds, which are readily convertible to cash
and are stated at cost, which approximates market value. We deposit cash and
cash equivalents with high credit quality financial institutions.





Short-term
investments as of December 31, 2008 comprised government agency debt
securities with remaining contractual maturities on the date of purchase greater
than 90 days but less than one year. Investments in debt securities are
classified as available-for-sale and carried at fair value. The cost of
securities sold is based on the specific identification
method.  Investments are monitored for impairment periodically and
reductions in carrying value are recorded when the declines are determined to be
other-than-temporary.


38
 Table of
Contents





NETLOGIC
MICROSYSTEMS, INC.





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


December
31, 2008




Risks
and uncertainties and concentration of credit risk





While we
achieved profitability in recent years, we had a history of net losses prior to
2005. Our ability to remain profitable is dependent, among other factors, upon
the rate of growth of our target markets, continued customer acceptance of our
products, continued end-user acceptance of our customer’s products, the
strategic position of our products related to current or future competitors, our
ability to develop new products that fulfill customer’s specifications, our
ability to lower cost of goods sold through yield improvements and our ability
to manage expenses. If we are unable to achieve profitability, we could be
required, or could elect, to seek additional funding through public or private
equity or debt financing. Such funds may not be available on terms acceptable to
us or at all.





We depend
on a few key customers for a substantial majority of our sales and the loss of,
or a significant reduction in orders from any of them would likely significantly
reduce revenues. For the years ended December 31, 2008, 2007, and 2006, our
top five customers accounted for approximately 68%, 79%, and 84% of total
product revenue, respectively. Because of the substantial market share owned by
our top five customers, our revenue in the foreseeable future will likely
continue to depend on sales to a relatively small number of customers, as well
as the ability of these customers to sell products that use our products. Our
revenue would likely decline if one or more of these customers were to
significantly reduce, delay or cancel their orders for any reason. In addition,
any difficulty associated with collecting outstanding accounts receivable
amounts due from our customers, particularly for our top five customers, would
harm our financial performance. Because our sales are based upon standard
purchase orders and not on long-term contracts, we cannot assure you that our
customers will continue to purchase our products at current levels, or at
all.




We
purchase all of our semiconductor products from third party foundries. Because
future foundry capacity may be limited and because we do not have long-term
supply agreements with our foundries, we may not be able to secure adequate
manufacturing capacity to satisfy the demand for our products. Although we
presently utilize two foundries for wafers, we rely on one for current
generation products. We provide the two foundries with monthly rolling forecasts
of our production requirements. The ability of each foundry to provide wafers to
us could become limited in the future, by the foundry’s available capacity.
Moreover, the price of our wafers may fluctuate based on changes in available
industry capacity. Because we do not have long-term supply contracts with any of
our foundries, they could choose to prioritize capacity for other customers,
particularly larger customers, reduce or eliminate deliveries to us on short
notice or increase the prices they charge us. Accordingly, we cannot be certain
that our foundries will allocate sufficient capacity to satisfy our
requirements. If we are not able to obtain foundry capacity as required, our
relationships with present and future customers would be harmed and our revenue,
gross margin and operating results would be materially impacted.





Financial
instruments that potentially subject us to a concentration of credit risk as of
December 31, 2008 consist of cash, cash equivalents, short term investments
and accounts receivable. Deposits held with financial institutions may exceed
the amount of insurance provided on such deposits. To date we have not
experienced any losses on our deposits of cash, cash equivalents, and short-term
investments. Our accounts receivable are derived from revenue earned from
customers primarily located in North America and Asia. We perform ongoing credit
evaluations of our customers’ financial condition and, generally, do not require
collateral.  In general, such allowances are established for accounts
aged over 90 days from the invoice date, unless specific circumstances indicate
that the balance is collectible.





The
following table summarizes revenue from customers comprising 10% or more of the
Company’s net revenue for the periods indicated:




December
      31,2008
            
            
            2007
            
            
            2006Wintec
      Industries Inc
            
            
            35
            %
            
            
            17
            %
            
            
            *Celestica
      Corporation
            
            
            12
            %
            
            
            *
            
            
            
            *Solectron
      Corporation
            
            
            *
            
            
            
            28
            %
            
            
            56
            %Sanmina
      Corporation
            
            
            *
            
            
            
            11
            %
            
            
            *




*
            Less
      than 10% of net revenue





The
following table summarizes customers comprising 10% or more of the Company’s
gross account receivable for the periods indicated:




December
      31,2008
            
            
            2007Wintec
      Industries Inc
            
            
            48
            %
            
            
            42
            %Celestica
      Corporation
            
            
            15
            %
            
            
            14
            %Sanmina
      Corporation
            
            
            12
            %
            
            
            11
            %Jabil
      Circuit Incorporated
            
            
            11
            %
            
            
            *




*
            Less
      than 10% of gross accounts
receivable





Inventory Valuation and
Adverse Purchase
Commitments




We value
our inventories at the lower of cost or market. We record inventory reserves for
estimated obsolescence or unmarketable inventories based upon assumptions about
future demand and market conditions. These estimates are generally based on a
12-month forecast prepared by management. Once a reserve is established, it is
maintained until the product to which it relates is sold or otherwise disposed
of. If actual market conditions are less favorable than those expected by
management, additional adjustment to inventory valuation may be required. The
carrying value of inventory and the determination of possible adverse purchase
commitments are dependent on our estimate of the yield that will be achieved, or
the percent of good products identified when the product is tested.





39
 Table of
Contents








NETLOGIC
MICROSYSTEMS, INC.





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


December
31, 2008







Property
and equipment





Property
and equipment are stated at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets. Leased
assets and leasehold improvements are amortized using the straight-line method
over the shorter of the estimated useful life of the asset or the term of the
lease.





The
depreciation and amortization periods for property and equipment categories are
as follows:


Machinery
      and equipment
              3
      yearsSoftware
              3
      yearsFurniture
      and fixtures
              5
      years




Long-lived
assets





We review
the recoverability of our long-lived assets, such as property and equipment, and
intangible assets, whenever events or changes in circumstances occur that
indicate that the carrying value of the asset or asset group may not be
recoverable. The assessment of possible impairment is based on our ability to
recover the carrying value of the asset or asset group from the expected
future pre-tax cash flows, undiscounted and without interest charges, of the
related operations. If these cash flows are less than the carrying value of such
asset, an impairment loss is recognized for the difference between
estimated fair value and carrying value. The measurement of impairment requires
management to estimate future cash flows and the fair value of long-lived
assets.





Goodwill





We
evaluate goodwill for impairment at least on an annual basis or whenever events
and changes in circumstances suggest that the carrying amount may not be
recoverable from its estimated future cash flow. Applying the provision of SFAS
No. 142, Goodwill and Other
Intangible Assets, we perform goodwill impairment test for each reporting
unit.  If the fair value of the reporting unit exceeds the carrying
value of the reporting unit, goodwill is not impaired. We perform the goodwill
impairment assessment at the Company level, which is the sole reporting unit. We
performed our annual goodwill impairment test in the fourth quarter of fiscal
2008 and there was no impairment of goodwill during the year ended December 31,
2008. Significant management judgment is required in the forecasts of future
operating results that are used in the evaluation of carrying value of goodwill.
If our actual results, or the plans and estimates used in future impairment
analyses, are lower than the original estimates used to assess the
recoverability of these assets, we could incur additional impairment
charges.




Fair
value of financial instruments





Carrying
amounts of certain of our financial instruments including cash and cash
equivalents, short-term investments, accounts receivable, accounts payable and
software license and other obligations approximate fair value due to their short
maturities and interest rates currently available to us.




Foreign
currency





The
functional currencies of our significant foreign subsidiaries are the local
currencies. Accordingly, all assets and liabilities of these foreign
subsidiaries are translated to U.S. dollars at current period end exchange
rates, and revenues and expenses are translated to U.S. dollars using average
exchange rates in effect during the period. The gains and losses from foreign
currency translation of these subsidiaries’ financial statements are
recorded directly into a separate component of stockholders’ equity under the
caption “Accumulated other comprehensive income.” Assets and liabilities that
are not denominated in the functional currency are remeasured into U.S. dollars
and the resulting gains or losses are included in other income (expense), net.
Such gains or losses have not been material for any period
presented.





Segment Reporting




SFAS
No. 131, Disclosures
about Segments of an Enterprise and Related Information, establishes
standards for the reporting of information about operating segments, including
related disclosures about products and services, geographic areas and major
customers. The standard for determining what information to report is based on
available financial information that is regularly reviewed and used by
NetLogic’s chief operating decision maker in evaluating the Company’s financial
performance and resource allocation. NetLogic’s chief operating decision-maker
is considered to be the chief executive officer, or CEO. Based on the criteria
stated in SFAS No. 131 for determining separately reportable operating
segments and the financial information available to and reviewed by the CEO, the
Company has determined that it operates as a single operating and reportable
segment.




Income
taxes
 
 We
account for income taxes under an asset and liability approach that requires the
recognition of deferred tax liabilities and assets for the expected future tax
consequences of timing differences between the carrying amounts and the tax
bases of assets and liabilities. Valuation allowances are established when
necessary to reduce deferred tax assets to amounts expected to be
realized.
 
 In the
first quarter of 2007, we adopted Financial Accounting Standards Board (FASB)
Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an
interpretation of SFAS No. 109” (FIN 48), and related guidance.
As a result of the implementation of FIN 48, we recognize liabilities for
uncertain tax positions based on the two-step process prescribed in the
interpretation. The first step is to evaluate the tax position for recognition
by determining if the weight of available evidence indicates that it is more
likely than not that the position will be sustained on audit, including
resolution of related appeals or litigation processes, if any. The second step
requires us to estimate and measure the tax benefit as the largest amount that
is more than 50% likely to be realized upon ultimate settlement. It is
inherently difficult and subjective to estimate such amounts, as we have to
determine the probability of various possible outcomes. We reevaluate these
uncertain tax positions on a quarterly basis. This evaluation is based on
factors including, but not limited to, changes in facts or circumstances,
changes in tax law, effectively settled issues under audit, and new audit
activity. Such a change in recognition or measurement would result in the
recognition of a tax benefit or an additional charge to the tax
provision.


40
 Table of
Contents




NETLOGIC
MICROSYSTEMS, INC.





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


December
31, 2008






Computation
of net income per share





We have
computed net income per share under two methods, basic and diluted. Basic net
income per share is computed by dividing net income by the weighted average
number of common shares outstanding for the period. Diluted net income per share
is computed by dividing net income by the sum of the weighted average number of
common shares outstanding and potential common shares (when
dilutive).





The
following table sets forth the computation of basic and diluted net income
attributable to common stockholders per share (in thousands):




Year
      ended December 31,2008
            
            
            2007
            
            
            2006Numerator:Net
      income: basic and diluted
            
            $
            3,577
            
            
            $
            2,595
            
            
            $
            592Denominator:Add:
      common shares outstanding
            
            
            21,506
            
            
            
            20,781
            
            
            
            19,805Less:
      unvested common shares subject to repurchase
            
            
            (34
            )
            
            
            (34
            )
            
            
            (47
            )Total
      shares: basic
            
            
            21,472
            
            
            
            20,747
            
            
            
            19,758Add:
      stock options and warrants outstanding
            
            
            808
            
            
            
            1,157
            
            
            
            1,302Add:
      shares subject to repurchase
            
            
            34
            
            
            
            34
            
            
            
            47Total
      shares: diluted
            
            
            22,314
            
            
            
            21,938
            
            
            
            21,107Basic
      earnings per share
            
            $
            0.17
            
            
            $
            0.13
            
            
            $
            0.03Diluted
      earnings per share
            
            $
            0.16
            
            
            $
            0.12
            
            
            $
            0.03




The
following numbers of shares underlying outstanding common stock options were
excluded from the computation of diluted net income per share as they had an
anti-dilutive effect (in thousands):




Year
      ended December 31,2008
            
            
            2007
            
            
            2006Stock
      options
            
            
            2,239
            
            
            
            1,665
            
            
            
            795




Advertising
costs





Advertising
costs are expensed as incurred. Advertising costs were not significant in the
year ended December 31, 2008, 2007 or 2006.





Research
and development





Research
and development costs are expensed as incurred.




Stock-based
compensation





We
estimate the fair value of stock options using the Black-Scholes Model,
consistent with the provisions of SFAS 123(R), SAB 107 and our prior period pro
forma disclosures of net income, including stock-based compensation determined
under a fair value method as prescribed by SFAS 123. The Black-Scholes
Model requires the input of highly subjective assumptions, including the
option’s expected life and the price volatility of the underlying stock. The
expected stock price volatility assumption was determined using both the
historical and implied volatility of our common stock. Changes in the subjective
assumptions required in the valuation models may significantly affect the
estimated value of the awards, the related stock-based compensation expense and,
consequently, our results of operations.





On
January 1, 2006, we adopted Statement of Financial Accounting Standards
No. 123 (revised 2004), “Share-Based Payment,” (“SFAS 123(R)”) which
requires the measurement and recognition of compensation expense for all
share-based payment awards, including employee stock options and employee stock
purchases, based on estimated fair values. SFAS 123(R) supersedes our previous
accounting under Accounting Principles Board Opinion No. 25, “Accounting
for Stock Issued to Employees” (“APB 25”) for periods beginning in fiscal 2006.
In March 2005, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 107 (“SAB 107”) relating to SFAS 123(R). We have applied the
provisions of SAB 107 in the adoption of SFAS 123(R) and continued to do so, as
allowed by SAB 110. We adopted SFAS 123(R) using the modified prospective
transition method, which requires the application of the accounting standard as
of January 1, 2006, the first day of our 2006 fiscal year. Our Consolidated
Financial Statements as of and for the year ended December 31, 2006 reflect
the adoption of SFAS 123(R).





Stock-based
compensation expense recognized under SFAS 123(R) for the years ended
December 31, 2008, 2007 and 2006 was $16.5 million, $16.0 million and $11.9
million, respectively and related to employee stock options and employee stock
purchase rights. Under the modified prospective transition method, our
Consolidated Financial Statements for prior periods need not be restated to
reflect or include the effect of SFAS 123(R). Accordingly, there was no
stock-based compensation expense related to employee stock options and employee
stock purchase rights recognized in prior periods presented, other than
stock-based compensation expense recognized and disclosed
previously.





SFAS
123(R) requires companies to estimate the fair value of option and ESPP awards
on the date of grant using an option-pricing model. The value of the portion of
the award that is ultimately expected to vest is recognized as expense over the
requisite service periods in our Consolidated Statement of Operations. Prior to
the adoption of SFAS 123(R), we accounted for stock-based awards using the
intrinsic value method in accordance with APB 25 as allowed under Statement of
Financial Accounting Standards No. 123, “Accounting for Stock-Based
Compensation” (“SFAS 123”). Under the intrinsic value method, no stock-based
compensation expense for options had been recognized in our Consolidated
Statement of Operations if the exercise price of our stock options granted to
employees and directors equaled the fair market value of the underlying
stock at the date of grant.





Stock-based
compensation expense recognized during the period is based on the value of the
portion of share-based payment awards that is ultimately expected to vest.
Stock-based compensation expense recognized in our Consolidated Statement of
Operations for the years ended December 31, 2008, 2007 and 2006 included
(i) compensation expense for share-based payment awards granted prior to,
but not yet vested as of, December 31, 2005 based on the grant date fair
value estimated in accordance with the pro forma provisions of SFAS 123, and
(ii) compensation expense for the share-based payment awards granted
subsequent to December 31, 2005 based on the grant date fair value
estimated in accordance with the provisions of SFAS 123(R). We attribute the
value of stock-based compensation to expense on a straight-line single option
method for the awards granted subsequent to December 31, 2005, while the
accelerated method is used for awards granted on or prior to December 31,
2005. As stock-based compensation expense recognized in the Consolidated
Statement of Operations for the years ended December 31, 2008, 2007 and
2006 is based on awards ultimately expected to vest, it has been reduced for
estimated forfeitures. SFAS 123(R) requires forfeitures to be estimated at the
time of grant and revised, if necessary, in subsequent periods if actual
forfeitures differ from those estimates.


41
 Table of
Contents




NETLOGIC
MICROSYSTEMS, INC.





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


December
31, 2008







Recent
accounting pronouncements




Fair
Value Measurement




In
September 2006, the Financial Accounting Standards Board, or FASB, issued SFAS
No. 157, “Fair Value
Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a
framework and gives guidance regarding the methods used for measuring fair
value, and expands disclosures about fair value measurements. SFAS 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods of those fiscal years. In February
2008, the FASB released a FASB Staff Position (FSP FAS 157-2— Effective Date of FASB Statement
No. 157) which delays the effective date of SFAS 157 for all
non-financial assets and non-financial liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually) to fiscal years beginning after November 15,
2008. In October 2008, the FASB released a FASB Staff Position (FSP FAS 157-3
—Determining the fair value of
a financial asset when the market for that asset is not active) which
clarifies the application of SFAS 157 in a market that is not active and
provides an example to illustrate key considerations in determining the fair
value of a financial asset when the market for that financial asset is not
active. The adoption of SFAS 157 for financial assets and liabilities had
no impact on the Company’s consolidated financial position, results of
operations or cash flows. See Note 13 to the Notes to Consolidated
Financial Statements for more information on investments and fair value
measurements.





Business
Combinations





In
December 2007, the FASB issued SFAS No. 141(R),Business Combinations
(“SFAS 141(R)”), which replaces FAS 141. SFAS 141(R) establishes
principles and requirements for how an acquirer in a business combination
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any controlling interest; recognizes and
measures the goodwill acquired in the business combination or a gain from a
bargain purchase; and determines what information to disclose to enable users of
the financial statements to evaluate the nature and financial effects of the
business combination. SFAS 141(R) is to be applied prospectively to
business combinations for which the acquisition date is on or after an entity’s
fiscal year that begins after December 15, 2008. We will apply the
provisions of SFAS 141(R) if and when a future acquisition
occurs.





Noncontrolling
Interests in Consolidated Financial Statements





In
December 2007, the FASB issued SFAS No. 160,Noncontrolling Interests in
Consolidated Financial Statements — an amendment of ARB No. 51”
(“SFAS 160”). SFAS 160 establishes new accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. Specifically, this statement requires the
recognition of a noncontrolling interest (minority interest) as equity in the
consolidated financial statements and separate from the parent’s equity. The
amount of net income attributable to the noncontrolling interest will be
included in consolidated net income on the face of the income statement.
SFAS 160 clarifies that changes in a parent’s ownership interest in a
subsidiary that do not result in deconsolidation are equity transactions if the
parent retains it controlling financial interest. In addition, this statement
requires that a parent recognize a gain or loss in net income when a subsidiary
is deconsolidated. Such gain or loss will be measured using the fair value of
the noncontrolling equity investment on the deconsolidation date. SFAS 160
also includes expanded disclosure requirements regarding the interests of the
parent and its noncontrolling interest. SFAS 160 is effective for fiscal
years, and interim periods within those fiscal years, beginning on or after
December 15, 2008. Earlier adoption is prohibited. The Company is currently
assessing SFAS No. 160 and has not yet determined the impact, if any, that
the adoption of SFAS No. 160 will have on its financial position, results
of operations and cashflows.





Useful
Life of Intangible Assets





In April
2008, the FASB issued FASB Staff Position 142-3, “Determination of the Useful Life of
Intangible Assets” (“FSP 142-3”). FSP 142-3 amends the factors
that should be considered in developing renewal or extension assumptions used to
determine the useful life of a recognized intangible asset under
SFAS Statement No. 142, “Goodwill and Other Intangible
Assets” (“SFAS 142”). The objective of FSP 142-3 is to improve
the consistency between the useful life of a recognized intangible asset under
SFAS 142 and the period of expected cash flows used to measure the fair
value of the asset under SFAS 141(R), “Business Combinations”, and
other U.S. generally accepted accounting principles. FSP 142-3 will be
effective beginning in fiscal year 2010. The Company is currently assessing
FSP142-3 and has not yet determined the impact, if any, that the adoption of FSP
142-3 will have on its consolidated financial statements.





Defensive
Intangible Assets





In
November 2008, the FASB ratified EITF Issue No. 08-7, Accounting for Defensive Intangible
Assets, (“EITF 08-7”).  EITF 08-7 applies to defensive
intangible assets, which are acquired intangible assets that the acquirer does
not intend to actively use but intends to hold to prevent its competitors from
obtaining access to them. As these assets are separately identifiable,
EITF 08-7 requires an acquiring entity to account for defensive
intangible assets as a separate unit of accounting, which should be amortized to
expense over the period the asset diminished in value. Defensive intangible
assets must be recognized at fair value in accordance with SFAS 141(R) and
SFAS 157. EITF 08-7 is effective for financial statements issued for
fiscal years beginning after December 15, 2008. The Company is currently
assessing EITF 08-7 and has not yet determined the impact, if any, that the
adoption of EITF 08-7 will have on its consolidated financial
statements.




42
 Table of
Contents




NETLOGIC
MICROSYSTEMS, INC.





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


December
31, 2008




NOTE
2—Business Combinations and Asset Purchase





Business
Combinations:





Aeluros,
Inc.





In
October 2007, we acquired all outstanding equity securities of Aeluros,
Inc. (“Aeluros”) a privately-held, fabless provider of industry-leading
10-Gigabit Ethernet physical layer products (“PLPs”). The PLP family extended
our product offerings to the physical layer, or Layer 1, of the Open Systems
Interconnection (“OSI”) reference model, which is a layered abstract description
for communications and computer network protocol design developed as part of the
Open Systems Interconnection initiative. The physical layer provides the
physical and electrical means for transmitting data between different nodes on a
network. We paid $57.1 million in cash. During the fourth quarter of fiscal
2008, we became obligated to pay an additional $15.5 million in cash to the
former Aeluros stockholders due to our attainment of post-acquisition revenue
milestones, subject to certain adjustments as provided in the Aeluros
acquisition agreement. The additional consideration is included in goodwill and
accrued liabilities at December 31, 2008. The results of operations relating to
Aeluros have been included in our results of operations since the acquisition
date.




The
purchase price of Aeluros, including the additional $15.5 million earn-out based
on the attainment of post-acquisition revenue milestones, was determined as
follows (in thousands):




Cash
            
            $
            56,402Aeluros
      post-acquisition revenue milestone
            
            
            15,501Direct
      transaction costs
            
            
            697Total
      purchase price
            
            $
            72,600




During
the year ended December 31, 2008, we recorded additional purchase price
allocation adjustments. As a result of the recorded purchase price allocation
adjustments, goodwill increased by $13.3 million, net tangible assets increased
by $2.5 million, deferred tax assets increased by $0.2 million and deferred tax
liabilities increased by $0.5 million. Under the purchase method of
accounting, the total purchase price (including the additional purchase price
allocation adjustments recorded during the year ended December 31, 2008) was
allocated to net tangible and intangible assets acquired based on their
estimated fair values as follows (in thousands):




Net
      tangible assets
              
              $
              5,181Identifiable
      intangible assets:Developed
      technology
              
              
              27,680Patents
      and core technology
              
              
              5,590Customer
      relationships
              
              
              6,900Backlog
              
              
              970In-process
      research and development
              
              
              1,610Goodwill
              
              
              31,645Deferred
      tax asset
              
              
              10,076Deferred
      tax liabilities
              
              
              (17,052
              )Total
      purchase price allocation
              
              $
              72,600





Developed
technology consisted of products which have reached technological feasibility
and shipped in volume to customers. The value of the developed technology
was determined by discounting estimated net future cash flows of the
products. We are amortizing the existing technology for the chip technology
on a straight-line basis over estimated lives of four to five
years.





Patents
and core technology represent a combination of processes, patents and trade
secrets developed though years of experience in design and development of the
products. The value of the patents and core technology was determined by
estimating a benefit from owning the intangible asset rather than paying a
royalty to a third party for the use of the asset. We are amortizing the
core technology on a straight-line basis over an estimated life of five
years.





Customer
relationships relate to our ability to sell existing, in process and future
versions of its products to the existing customers of Aeluros. The value of the
customer relationships was determined by discounting estimated net future cash
flows from the customer contracts. We are amortizing customer relationships on a
straight-line basis over an estimated life of five years.





The
backlog intangible asset represents the value of the sales and marketing costs
required to establish the order backlog and was valued using the cost savings
approach. We estimated these orders to be delivered and billed within three
months, over which the asset was amortized.  As of December 31, 2007,
the orders had been delivered and billed and the backlog intangible asset had
been fully amortized.





Of the
total estimated purchase price, approximately $1.6 million has been allocated to
in-process research and development (“IPRD”) based upon management’s estimate of
the fair values of assets acquired and was charged to expense in the three
months ended December 31, 2007. Projects that qualify as IPRD represent
those that have not reached technological feasibility and which have no
alternative use and therefore were written-off immediately.




The value
assigned to IPRD was determined by considering the importance of products under
development to the overall development plan, estimating costs to develop the
purchased IPRD into commercially viable products, estimating the resulting net
cash flows from the projects when completed and discounting the net cash flows
to their present value. The fair values of IPRD were determined using the
income approach, which discounts expected future cash flows to present
value. The discount rate of 24% used in the present value calculations was
derived from a weighted-average cost of capital analysis, adjusted to reflect
additional risks related to the product’s development and success as well as the
product’s stage of completion. At the time of the acquisition, we estimated
that the aggregate costs to complete the projects would be $0.3
million. The projects were completed during the year ended December 31,
2008.
 
 Of the
total estimated purchase price paid, including the $15.5 million due to the
attainment of post-acquisition revenue milestones, approximately
$31.6 million has been allocated to goodwill. Goodwill represents the
excess of the purchase price of an acquired business over the fair value of the
underlying net tangible and intangible assets, and is not deductible for tax
purposes. Among the factors that contributed to a purchase price in excess of
the fair value of the net tangible and intangible assets was the acquisition of
an assembled workforce of experienced semiconductor engineers. We expect these
experienced engineers to provide the capability of developing and integrating
advanced interface technology into its next generation
products.


43
 Table of
Contents




NETLOGIC
MICROSYSTEMS, INC.





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


December
31, 2008






Cypress
Semiconductor Corp. Network Search Engine (NSE) Business





On
February 15, 2006, we completed the acquisition of net assets of the NSE
business of Cypress (“the Business”) including the AyamaTM 10000,
Ayama 20000, and NSE70000 Network Search Engine families, as well as the
SahasraTM 50000 Algorithmic Search Engine family. The Sahasra algorithmic
technology complemented our Layer 7 processing initiative and has been a
beneficial building block in driving towards low-cost Layer 7 applications
acceleration and security processing solutions. In addition, the NSE70000, Ayama
10000 and Ayama 20000 expanded our product offerings in the high-volume,
entry-level Layer 3 switch market. These factors contributed to a purchase price
in excess of the fair value of net tangible assets acquired from Cypress and as
a result, we recorded goodwill in connection with this transaction. The results
of operations relating to the Business have been included in our results of
operations from the acquisition date.





In the
acquisition, we paid $1,000 in cash and issued 1,488,063 shares of common stock
valued at $49.7 million on February 15, 2006. On April 11, 2006, we
issued an additional 165,344 shares of our common stock to Cypress. The value of
the additional shares of $6.5 million was considered additional purchase price
and recorded as an increase to goodwill during the year ended December 31,
2006. We also agreed to pay Cypress up to an additional $10.0 million in cash
and up to an additional $10.0 million in shares of our common stock if certain
revenue milestones associated with the Business were achieved in the
twelve-month period after the close of the transaction, but such milestones were
not achieved.




The
acquisition was accounted for as a purchase business combination. The purchase
price of the Business, including the additional 165,344 shares issued on
April 11, 2006, was approximately $57.0 million, which has been determined
as follows (in thousands):




Cash
            
            $
            1Value
      of NetLogic common stock issued
            
            
            56,201Direct
      transaction costs
            
            
            753Total
      purchase price
            
            $
            56,955




The value
of the 1,488,063 shares of common stock issued on February 15, 2006 was
determined based on the average price of the common stock over a five-day period
including the two days before and after January 25, 2006 (the date the
definitive agreement was signed and announced), or $33.43 per share.
The value of the additional 165,344 shares of the common stock issued on
April 11, 2006 was determined based on the closing price of the common
stock on that date, or $39.03 per share.





Under the
purchase method of accounting, the total purchase price was allocated to the
Business’ net tangible and intangible assets based on their fair values as of
the date of the completion of the acquisition. Based on management
estimates of the fair values, the estimated purchase price was allocated as
follows (in thousands):




Tangible
      assets
              
              $
              1,850Amortizable
      intangible assets:Developed
      technology
              
              
              6,500Backlog
              
              
              836In-process
      research and development
              
              
              10,700Goodwill
              
              
              37,069Total
      purchase price allocation
              
              $
              56,955


Developed
technology comprised products that had reached technological feasibility and
include the Ayama10000, Ayama 20000, and NSE70000 product families. The value
assigned to developed technology was based upon future discounted cash flows
related to the existing products’ projected income streams using a discount rate
of 20% which was considered appropriate given the business risks inherent in
marketing and selling these products. Factors considered in estimating the
discounted cash flows to be derived from the existing technology include risks
related to the characteristics and applications of the technology, existing and
future markets and an assessment of the age of the technology within its life
span. We are amortizing the existing technology intangible asset on a
straight-line basis over an estimated life of five years.





The
backlog intangible asset represented the value of the sales and marketing costs
required to establish the order backlog and was valued using the cost savings
approach. We estimated those orders to be delivered and billed within six months
from the acquisition date, which was the period over which we amortized that
asset.





Of the
total estimated purchase price, we allocated $10.7 million to IPRD based upon
management’s estimate of the fair values of assets acquired, all of which was
charged to expense during the year ended December 31, 2006. We acquired
only one IPRD project, which was related to the Sahasra algorithmic technology
that had not reached technological feasibility and has no alternative use. The
Sahasra algorithmic technology complements our Layer 7 processing initiative and
was a beneficial building block in driving towards low-cost Layer 7
applications acceleration and security processing solutions.




The fair
value assigned to IPRD was determined using the income approach, under which we
considered the importance of products under development to its overall
development plans, estimated the costs to develop the purchased IPRD into
commercially viable products, estimated the resulting net cash flows from the
products when completed and discounted the net cash flows to their present
values. We used a discount rate of 23% in the present value calculations,
which was derived from a weighted-average cost of capital analysis, adjusted to
reflect additional risks related to the products’ development and success, as
well as the products’ stage of completion.
 
 Of the
total estimated purchase price, approximately $37.1 million has been allocated
to goodwill. Goodwill represents the excess of the purchase price of an
acquired business over the fair value of the underlying net tangible and
intangible assets, and is deductible for tax purposes. In accordance with the
Statement of Financial Accounting Standards No. 142, “Goodwill and Other
Intangible Assets,” goodwill is not amortized but instead is tested for
impairment at least annually, and more frequently if certain indicators are
present. In the event we determine that the value of goodwill has become
impaired, it will incur an accounting charge for the amount of impairment during
the fiscal quarter in which such determination is made.





44
 Table of
Contents




NETLOGIC
MICROSYSTEMS, INC.





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


December
31, 2008






TCAM2
Assets Purchase





In
August 2007, we purchased the TCAM2 and TCAM2-CR network search engine
products (collectively, the “TCAM2 Products”) and certain related assets from
Cypress for a total cash purchase price of approximately $14.6 million, which
was determined as follows (in thousands):




Cash
            
            $
            14,448Direct
      transaction costs
            
            
            188Total
      purchase price
            
            $
            14,636




The
acquisition was accounted for as an asset purchase transaction and the total
purchase price was allocated to the TCAM2 Products’ net tangible and intangible
assets based on their fair values as of the date of the completion of the
acquisition. Based on management’s estimates of the fair values, the
estimated purchase price was allocated as follows (in thousands):




Inventory
            
            $
            3,090Backlog
            
            
            300Composite
      intangible asset
            
            
            11,246Total
            
            $
            14,636




The
composite intangible asset consisted of the existing technology related to the
TCAM2 Products and a customer relationship with Cisco, who is the sole customer
for the TCAM2 Products. On the acquisition date, there was no active research
and development in process on the TCAM2 Products and therefore, no IPRD was
identified. The value assigned to the composite intangible asset was based upon
future discounted cash flows related to the TCAM2 Products’ projected income
streams. Factors considered in estimating the discounted cash flows to be
derived from the existing technology included risks related to the
characteristics and applications of the technology, existing and future markets
and an assessment of the age of the technology within its life span. We are
amortizing the composite intangible asset on a straight-line basis over an
estimated life of four years.





The
backlog intangible asset represented the value of the sales and marketing costs
required to establish the order backlog and was valued using the discounted cash
flow method. We estimated those orders would be delivered and billed within four
months from the acquisition date, which is the period over which the asset was
amortized. As of December 31, 2007, the orders had been delivered and billed and
the backlog intangible asset had been fully amortized.


45
 Table of
Contents




NETLOGIC
MICROSYSTEMS, INC.





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


December
31, 2008




NOTE
3—Goodwill and Other Intangible Assets





The
following table summarizes the components of goodwill, other intangible assets
and related accumulated amortization balances, which were recorded as a result
of prior business combinations (in thousands):




December
      31, 2008
            
            
            December
      31, 2007Gross
      Carrying
              Amount
            
            
            Accumulated
              Amortization
            
            
            Net
      Carrying
              Amount
            
            
            Gross
      Carrying
              Amount
            
            
            Accumulated
              Amortization
            
            
            Net
      Carrying
              AmountGoodwill
            
            $
            68,712
            
            
            $
            -
            
            
            $
            68,712
            
            
            $
            55,422
            
            
            $
            -
            
            
            $
            55,422Other
      intangible assets:Developed
      technology
            
            $
            34,180
            
            
            $
            (11,668
            )
            
            $
            22,512
            
            
            $
            34,180
            
            
            $
            (3,679
            )
            
            $
            30,501Composite
      intangible asset
            
            
            11,246
            
            
            
            (3,749
            )
            
            
            7,497
            
            
            
            11,246
            
            
            
            (937
            )
            
            
            10,309Patents
      and core technology
            
            
            5,590
            
            
            
            (1,325
            )
            
            
            4,265
            
            
            
            5,590
            
            
            
            (207
            )
            
            
            5,383Customer
      relationships
            
            
            6,900
            
            
            
            (1,636
            )
            
            
            5,264
            
            
            
            6,900
            
            
            
            (256
            )
            
            
            6,644Backlog
            
            
            2,106
            
            
            
            (2,106
            )
            
            
            -
            
            
            
            2,106
            
            
            
            (2,106
            )
            
            
            -Total
            
            $
            60,022
            
            
            $
            (20,484
            )
            
            $
            39,538
            
            
            $
            60,022
            
            
            $
            (7,185
            )
            
            $
            52,837




The
goodwill balance increased from December 31, 2007, due to additional purchase
price allocation adjustments related to the Aeluros Acquisition, arising
primarily from the payable of $15.5 million to the former Aeluros stockholders
upon our attainment of post acquisition revenue milestones, subject to certain
adjustment as provided in the Aeluros acquisition agreement. For the year ended
December 31, 2008 and 2007, goodwill represented approximately 28% and 27%,
respectively, of our total assets.




For the
years ended December 31, 2008, 2007 and 2006, amortization expense related to
intangible assets was $13.3 million, $5.2 million, and $2.0 million,
respectively.  The amortization expense related to intangible assets
is included in cost of sales because it related to products sold during such
periods, except for the amortization of customer relationships of $1.4 million,
$0.3 million, and zero for the years ended December 31, 2008, 2007, and 2006,
respectively, which was included in selling, general and administrative
expenses.





As of
December 31, 2008, the estimated future amortization expense of intangible
assets in the table above is as follows (in thousands):




Fiscal
      Year Ending
            
            Estimated
              Amortization2009
            
            $
            13,2992010
            
            
            13,2992011
            
            
            10,1542012
            
            
            2,786Total
            
            $
            39,538




46
 Table of
Contents




NETLOGIC
MICROSYSTEMS, INC.





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


December
31, 2008







NOTE
4—BALANCE SHEET COMPONENTS:





December
      31,2008
              
              
              2007(in
      thousands)Accounts
      receivables:Trade
      accounts receivables
              
              $
              8,450
              
              
              $
              14,857Less:
      Allowance for doubtful accounts and customer returns
              
              
              (68
              )
              
              
              (19
              )$
              8,382
              
              
              $
              14,838Inventories:Finished
      goods
              
              $
              8,170
              
              
              $
              3,363Work-in-progress
              
              
              5,537
              
              
              
              9,575$
              13,707
              
              
              $
              12,938Property
      and equipment, net:Machinery
      and equipment
              
              $
              6,097
              
              
              $
              6,428Software
              
              
              11,249
              
              
              
              14,918Furniture
      and fixtures
              
              
              270
              
              
              
              341Leasehold
      improvements
              
              
              199
              
              
              
              18017,815
              
              
              
              21,867Less:
      Accumulated depreciation and amortization
              
              
              (12,302
              )
              
              
              (16,122
              )$
              5,513
              
              
              $
              5,745




Property
and equipment includes $1.7 million of machinery and equipment under capital
lease arrangements that were fully depreciated at December 31, 2008 and
2007.





Depreciation
and amortization expense related to property and equipment for the years ended
December 31, 2008, 2007, and 2006 was $3.9 million, $3.8 million, and
$3.0 million, respectively.




December
      31,2008
              
              
              2007(in
      thousands)Accrued
      Liabilities:Acrrued
      payroll and related expenses
              
              $
              4,784
              
              
              $
              4,295Accrued
      accounts payable
              
              
              131
              
              
              
              2,038Accrued
      inventory purchases
              
              
              729
              
              
              
              1,774Accrued
      warranty
              
              
              1,445
              
              
              
              1,512Accrual
      for Aeluros earn-out based on post-acquisition revenue
      milestone
              
              
              15,501
              
              
              
              -Other
      accrued expenses
              
              
              3,330
              
              
              
              3,667$
              25,920
              
              
              $
              13,286




The
following table summarizes the activity related to the product warranty
liability during the years ended December 31, 2008 and 2007:




December
      31,2008
              
              
              2007(in
      thousands)Warranty
      accrual:Beginning
      balance
              
              $
              1,512
              
              
              $
              1,270Provision
      for warranty
              
              
              946
              
              
              
              501Settlements
      made during the period
              
              
              (1,013
              )
              
              
              (259
              )Ending
      balance
              
              $
              1,445
              
              
              $
              1,512


47
 Table of
Contents




NETLOGIC
MICROSYSTEMS, INC.





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


December
31, 2008




NOTE
5—COMMON STOCK:





Our
restated certificate of incorporation authorizes us to issue 200,000,000 shares
of $0.01 par value Common Stock. A portion of the shares sold are subject to a
right of repurchase by us subject to vesting, which is generally over a four
year period from the earlier of grant date or employee hire date, as applicable,
until vesting is complete. At December 31, 2008 and 2007, there were
34,000 and 34,000 shares, respectively, subject to such a right to
repurchase.





Warrants
for common stock





At
December 31, 2008, there were no warrants that remained
outstanding.





Stockholder
rights plan





We
adopted a stockholder rights plan that generally entitles our stockholders to
rights to acquire additional shares of our common stock when a third party
acquires 15.0% of our common stock or commences or announces its intent to
commence a tender offer for at least 15.0% of our common stock, other than for
certain stockholders that were stockholders prior to our initial public offering
as to whom this threshold is 20.0%. This plan could delay, deter or prevent an
investor from acquiring us in a transaction that could otherwise result in
stockholders receiving a premium over the market price for their shares of
common stock.





NOTE
6—STOCK OPTION PLANS:





Our 2004
Equity Incentive Plan and the 2000 Stock Plan (collectively, the “Plans”)
provide for the granting of stock options to employees, directors and
consultants. Options granted under the Plans may be either incentive stock
options or nonqualified stock options. Incentive stock options (“ISO”) may be
granted only to our employees (including officers and directors who are also
employees). Nonqualified stock options (“NSO”) may be granted to our employees,
non-employee directors and consultants. We no longer grant options under
the 2000 Stock Plan. A total of 5,823,191 shares of common stock have been
reserved for awards issuable under the 2004 Equity Incentive Plan, which further
provides for an annual increase of 150,000 shares on each
January 1. At December 31, 2008, 1,227,320 million shares were
available for grant.





Options
under the Plans may be granted for periods of up to ten years. Under the Plans,
the exercise price of (i) an ISO shall not be less than 100% of the
estimated fair value of the shares on the date of grant, and (ii) an ISO
granted to a 10% stockholder shall not be less than 110% of the estimated fair
value of the shares on the date of grant. The exercise price of an NSO under the
2004 Plan may be any price as determined by the board of directors. Options
granted under the 2000 Stock Plan were exercisable immediately subject to
repurchase options held by us which lapse over a maximum period of five years at
such times and under such conditions as determined by the board of
directors.





The 2004
Plan also allows for the grant of restricted common stock. During 2007 and 2006,
the Board of Directors granted 475,000 and 217,000 shares of restricted common
stock to certain employees. No shares of restricted common stock were granted in
2008. We measured compensation expense for restricted stock granted during the
year ended December 31, 2007 based on the fair value of the common stock on
the date of grant. We recognize such compensation expense over the vesting
period of 2 to 4 years.





In
conjunction with the Aeluros acquisition (See Note 2) in October 2007, we
assumed Aeluros’ 2001 Stock Option/Stock Issuance Plan (the “Aeluros Plan”), and
reserved 104,000 shares of common stock under the Aeluros Plan for issuance upon
exercise of assumed outstanding options. The related options are included in the
table below. The options vest over four to five years and have eight to ten year
terms.





In
January 2008 we adopted our 2008 New Employee Incentive Plan (the “2008 Plan”)
and reserved 250,000 shares of common stock under the 2008 Plan for the granting
of non-statutory stock options and restricted units to retain the services of
new employees and directors, or following a bona fide period of non-employment,
as an inducement material to the individual’s entering employment with us within
the meaning of Rule 4350(i)(l)(A)(iv) of the Nasdaq Marketplace
Rules. At December 31, 2008, 91,470 shares were available for
grant.


48
 Table of
Contents





NETLOGIC
MICROSYSTEMS, INC.





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


December
31, 2008






A summary
of all options activity under the Plans is presented below (number of shares in
thousands):




Options
      OutstandingNumber
      of
              Shares
              Outstanding
            
            
            Weighted
              Average
              Exercise
              PriceBalance
      at December 31, 2005
            
            
            3,140
            
            
            $
            12.63Additional
      shares authorized
            
            
            -
            
            
            
            -Transfer
      of authorized shares from 2004 Employee Stock Purchase
Plan
            
            
            -
            
            
            
            -Options
      granted
            
            
            1,285
            
            
            
            28.03Options
      exercised
            
            
            (450
            )
            
            
            8.69Options
      forfeited or expired
            
            
            (171
            )
            
            
            25.74Balance
      at December 31, 2006
            
            
            3,804
            
            
            
            17.70Additional
      shares authorized
            
            
            -
            
            
            
            -Options
      granted and acquisition-related assumed options
            
            
            1,951
            
            
            
            27.83Options
      exercised
            
            
            (762
            )
            
            
            11.94Options
      forfeited or expired
            
            
            (351
            )
            
            
            24.37Balance
      at December 31, 2007
            
            
            4,642
            
            
            
            22.40Additional
      shares authorized
            
            
            -
            
            
            
            -Options
      granted
            
            
            417
            
            
            
            28.64Options
      exercised
            
            
            (497
            )
            
            
            14.64Options
      forfeited or expired
            
            
            (389
            )
            
            
            28.37Balance
      at December 31, 2008
            
            
            4,173
            
            
            
            23.38




The
following table summarizes information about options granted and outstanding
under the Plans at December 31, 2008:




Options
      Outstanding
            
            
            Options
      ExercisableRange
      of Exercise Prices
            
            Outstanding
              (in
      thousands)
            
            
            Weighted
              Average
              Remaining
              Contractual
              Life
              (in
      years)
            
            
            Weighted
              Average
              Exercise
              Price
            
            
            Aggregate
              Intrinsic
              Value
              (in
      thousands)
            
            
            Exercisable
              (in
      thousands)
            
            
            Weighted
              Average
              Exercise
              Price
            
            
            Aggregate
              Instrinsic
              Value
              (in
      thousands)$
      0.80-$12.00
            
            
            577
            
            
            
            5.28
            
            
            $
            6.55
            
            
            $
            8,920
            
            
            
            540
            
            
            $
            6.81
            
            
            $
            8,210$12.23-$19.56
            
            
            523
            
            
            
            6.21
            
            
            $
            14.86
            
            
            
            3,743
            
            
            
            459
            
            
            $
            14.70
            
            
            
            3,356$19.83-$22.01
            
            
            538
            
            
            
            7.39
            
            
            $
            20.38
            
            
            
            878
            
            
            
            326
            
            
            $
            20.47
            
            
            
            503$22.02-$24.67
            
            
            512
            
            
            
            8.04
            
            
            $
            23.83
            
            
            
            -
            
            
            
            232
            
            
            $
            23.71
            
            
            
            -$26.28-$28.99
            
            
            535
            
            
            
            8.10
            
            
            $
            27.42
            
            
            
            -
            
            
            
            234
            
            
            $
            27.04
            
            
            
            -$29.49-$31.30
            
            
            477
            
            
            
            8.53
            
            
            $
            30.26
            
            
            
            -
            
            
            
            40
            
            
            $
            30.46
            
            
            
            -$31.30-$33.72
            
            
            580
            
            
            
            8.55
            
            
            $
            32.04
            
            
            
            -
            
            
            
            206
            
            
            $
            32.27
            
            
            
            -$33.72-$40.43
            
            
            431
            
            
            
            7.89
            
            
            $
            35.16
            
            
            
            -
            
            
            
            231
            
            
            $
            35.21
            
            
            
            -$
      0.80-$40.43
            
            
            4,173
            
            
            
            7.47
            
            
            $
            23.38
            
            
            $
            13,541
            
            
            
            2,268
            
            
            $
            19.67
            
            
            $
            12,069




The
aggregate intrinsic value in the table above is based on NetLogic’s closing
stock price of $22.01 as of December 31, 2008, which would have been
received by the option holders had all option holders exercised their in the
money options as of that date. The weighted average remaining contractual term
of options exercisable at December 31, 2008 was approximately 6.74
years.





As of December 31, 2008, there was
approximately $24.2 million of total unrecognized compensation cost related to
unvested stock options granted and outstanding with a weighted average remaining
vesting period of 2.2 years.




The total
intrinsic value of options exercised during the years ended December 31,
2008, 2007 and 2006 were as follows (in thousands):
  Year
      ended December 31,2008
              
              
              2007
              
              
              2006Total
      intrinsic value of options exercised
              
              $
              9,023
              
              
              $
              13,209
              
              
              $
              10,770




49
 Table of
Contents




NETLOGIC
MICROSYSTEMS, INC.





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


December
31, 2008






Our
nonvested stock awards comprised restricted stock awards, restricted stock
units, and performance-based restricted stock units.  A summary of
nonvested stock awards activity during the year ended December 31, 2008 is
presented below (number of shares in thousands):





Shares
              
              
              Weighted-Average
                Grant
      Date
                Fair
      ValueNonvested
      stock awards at December 31, 2007
              
              
              497
              
              
              $
              34.21Granted
              
              
              585
              
              
              
              26.94Vested
              
              
              (139
              )
              
              
              24.19Forfeited
              
              
              (115
              )
              
              
              28.19Nonvested
      stock awards at December 31, 2008
              
              
              828
              
              
              $
              27.66




The fair
value of the Company’s nonvested stock awards is calculated based upon the fair
market value of the Company’s stock at the date of grant. As of
December 31, 2008, there was $16.2 million of total unrecognized
compensation cost related to nonvested stock awards granted, which is expected
to be recognized over a weighted average period 2.7 years. The total fair value
of stock awards that vested during the years ended December 31, 2008, 2007, and
2006, was $3.4 million, $2.4 million, and zero, respectively.





Performance-BasedRestricted Stock UnitsDuring the fourth
quarter of 2007, in connection with the Aeluros acquisition we entered into
performance-based restricted stock unit award agreements with certain former
Aeluros employees. During the year ended December 31, 2008, the Company modified
the vesting conditions of 15,500 shares of performance-based restricted stock
units and reversed $199,000 of stock-based compensation that was previously
recognized.





Deferred
Stock-Based Compensation





Prior to
January 1, 2006, our adoption date of SFAS 123(R), we recorded deferred
stock-based compensation of $12.2 million (of which $12.0 million had been
amortized as of December 31, 2006) due to the difference between the
exercise price and the estimated fair value of common stock. Deferred
stock-based compensation was being amortized over the vesting period of four
years. Beginning in fiscal 2006, stock-based compensation expense was calculated
based on an estimated fair value under SFAS 123(R) and recognized over the
remaining vesting periods. However, as the deferred stock-based compensation
balance recorded as of December 31, 2005 related to the awards granted
prior to our becoming a publicly traded company, the remaining balance of
deferred stock-based compensation will continue to be accounted for under APB 25
and amortized over the remaining vesting period. During the year ended
December 31, 2007 and 2006, we amortized $0.2 million and $0.9 million,
respectively, of deferred stock-based compensation, which is included in the
total stock-based compensation expense of $16.0 million and $11.9 million,
respectively, for the same periods. As of December 31, 2007, we no longer
have any more pre-IPO deferred stock-based compensation.





2004
Employee Stock Purchase Plan





In July
2004, we adopted the 2004 employee stock purchase plan, or ESPP, which complies
with the requirements of Section 423 of the Internal Revenue Code. The
shares reserved under the 2004 ESPP are subject to an automatic increase on
January 1 of each year equal to the lesser of 75,000 shares or 0.5% of the
outstanding shares of our common stock at the end of the preceding fiscal year.
The 2004 ESPP permits eligible employees (as defined in the plan) to purchase up
to $25,000 worth of our common stock annually over the course of two six-month
offering periods, other than the initial two-year offering period which
commenced on July 8, 2004. The purchase price to be paid by participants is
85% of the price per share of our common stock either at the beginning or the
end of each six-month offering period, whichever is less. At our 2006 Annual
Meeting of Stockholders held on May 18, 2006, our stockholders approved the
reduction in the number of shares reserved under the 2004 ESPP by 700,000
shares, and the transfer of those reserved shares to our 2004 Equity Incentive
Plan. During the year ended December 31, 2008, 2007 and 2006, approximately
53,000 shares, 44,000 shares and 55,000 shares, respectively, were issued under
the Purchase Plan, and approximately 151,000 shares remain available for future
issuance at December 31, 2008. The 2004 ESPP terminates in May
2014.




50
 Table of Contents
 NETLOGIC
MICROSYSTEMS, INC.
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 December
31, 2008




Stock-Based
Compensation under SFAS No. 123(R)





On
January 1, 2006, we adopted SFAS 123(R), on the modified prospective
application method, which requires the measurement and recognition of
compensation expense for all share-based awards made to the our employees and
directors including employee stock options and employee stock purchases
outstanding as of and awarded after January 1, 2006. The total stock-based
compensation expense recognized for the years ended December 31, 2008, 2007
and 2006 was allocated as follows (in thousands):




Year
      ended December 31,2008
            
            
            2007
            
            
            2006Cost
      of revenue
            
            $
            1,030
            
            
            $
            747
            
            
            $
            548Research
      and development
            
            
            9,474
            
            
            
            9,933
            
            
            
            7,481Selling,
      general and administrative
            
            
            5,988
            
            
            
            5,366
            
            
            
            3,878Total
      stock-based compensation expense
            
            $
            16,492
            
            
            $
            16,046
            
            
            $
            11,907




In
addition, we capitalized approximately $0.2 million and $0.2 million of
stock-based compensation in inventory as of December 31, 2008
and 2007, respectively, which represented indirect manufacturing costs
related to our inventory.




Valuation
Assumptions





For the
years ended December 31, 2008, 2007, and 2006 the fair value of stock
options including options assumed in connection with the Aeluros acquisition,
and granted under the Plans, were estimated at the date of grant (or date of
acquisition for options assumed) with the following weighted-average
assumptions:




Year
      ended December 31,2008
              
              
              2007
              
              
              2006Stock
      Option Plans:Risk-free
      interest rate
              
              
              3.12
              %
              
              
              4.58
              %
              
              
              4.51
              %Expected
      life of options (in years)
              
              
              5.43
              
              
              
              4.90
              
              
              
              4.47Expected
      dividend yield
              
              
              0.00
              %
              
              
              0.00
              %
              
              
              0.00
              %Volatility
              
              
              58
              %
              
              
              57
              %
              
              
              57
              %Weighted
      average fair value
              
              $
              15.45
              
              
              $
              15.46
              
              
              $
              14.11Employee
      Sotck Purchase Plan:Risk-free
      interest rate
              
              
              2.74
              %
              
              
              5.06
              %
              
              
              4.65
              %Expected
      life of options (in years)
              
              
              0.50
              
              
              
              0.50
              
              
              
              0.50Expected
      dividend yield
              
              
              0.00
              %
              
              
              0.00
              %
              
              
              0.00
              %Volatility
              
              
              53
              %
              
              
              57
              %
              
              
              58
              %Weighted
      average fair value
              
              $
              9.90
              
              
              $
              8.38
              
              
              $
              9.64
 51
 Table of
Contents


NETLOGIC
MICROSYSTEMS, INC.





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


December
31, 2008




NOTE
7—INCOME TAXES:





The
components of income before income taxes consisted of the following (in
thousands):




Year
      ended December 31,2008
            
            
            2007
            
            
            2006Domestic
            
            $
            (8,343
            )
            
            $
            (4,255
            )
            
            $
            731Foreign
            
            
            9,983
            
            
            
            6,562
            
            
            
            320Income
      before income taxes
            
            $
            1,640
            
            
            $
            2,307
            
            
            $
            1,051




The
components of the provision for income taxes are as follows (in
thousands):




Year
      ended December 31,2008
            
            
            2007
            
            
            2006Current:Federal
            
            $
            1,573
            
            
            $
            13,511
            
            
            $
            349State
            
            
            559
            
            
            
            17
            
            
            
            59Foreign
            
            
            (176
            )
            
            
            173
            
            
            
            51Total
      current
            
            
            1,956
            
            
            
            13,701
            
            
            
            459Deferred:Federal
            
            
            (2,895
            )
            
            
            (9,437
            )
            
            
            -State
            
            
            (998
            )
            
            
            (4,552
            )
            
            
            -Foreign
            
            
            -
            
            
            
            -
            
            
            
            -Total
      deferred
            
            
            (3,893
            )
            
            
            (13,989
            )
            
            
            -Provision
      for (benefit from) income taxes
            
            $
            (1,937
            )
            
            $
            (288
            )
            
            $
            459


The provision
for (benefit from) income taxes differs from the amount computed by applying the
U.S. statutory federal rate to income before income tax provision as a result of
the following (in thousands):




Year
      ended December 31,2008
            
            
            2007
            
            
            2006Tax
      at statutory rate
            
            $
            574
            
            
            $
            807
            
            
            $
            358State
      taxes, net of federal benefit
            
            
            (635
            )
            
            
            17
            
            
            
            59Nondeductible
      stock based compensation
            
            
            1,673
            
            
            
            1,837
            
            
            
            -Change
      in valuation allowance
            
            
            -
            
            
            
            (29,898
            )
            
            
            99Foreign
      rate differential
            
            
            (3,832
            )
            
            
            (2,111
            )
            
            
            (57
            )Research
      and development credits
            
            
            (697
            )
            
            
            (746
            )
            
            
            -Intercompany
      license agreement
            
            
            -
            
            
            
            28,140
            
            
            
            -Other
            
            
            980
            
            
            
            1,666
            
            
            
            -Total
      provision for (benefit from) income taxes
            
            $
            (1,937
            )
            
            $
            (288
            )
            
            $
            459




Deferred
income taxes reflect the net tax effect of temporary differences between the
carrying amounts of assets and liabilities for financial reporting and the
amount used for income tax purposes.  Significant components of the
Company’s deferred tax assets and liabilities consist of the following (in
thousands):




December
      31,2008
            
            
            2007Deferred
      tax assets:Net
      operating loss caryforwards
            
            $
            1,195
            
            
            $
            2,439Accrued
      liabilities and other
            
            
            2,796
            
            
            
            1,685Deferred
      stock-based compensation
            
            
            5,585
            
            
            
            3,986Depreciation
      and amortization
            
            
            4,120
            
            
            
            3,845Research
      and development tax credits
            
            
            2,938
            
            
            
            2,565Total
      deferred tax assets
            
            
            16,634
            
            
            
            14,520Deferred
      tax liabilities:Acquired
      intangible assets and other
            
            
            (5,371
            )
            
            
            (7,270
            )Net
      deferred tax assets
            
            $
            11,263
            
            
            $
            7,250




52
 Table of
Contents




NETLOGIC
MICROSYSTEMS, INC.





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


December
31, 2008




The
following table presents the breakdown between current and non-current net
deferred tax assets and liabilities (in thousands):
  December
      31,2008
              
              
              2007Current
      deferred tax assets
              
              $
              3,217
              
              
              $
              5,396Non-current
      deferred tax assets
              
              
              13,417
              
              
              
              9,124Non-current
      deferred tax liabilities
              
              
              (5,371
              )
              
              
              (7,270
              )Non-current
      deferred tax assets, net
              
              
              8,046
              
              
              
              1,854Net
      deferred tax assets
              
              $
              11,263
              
              
              $
              7,250
  During
the year ended December 31, 2007, we reassessed the valuation allowance
previously recorded against our deferred tax assets which consisted primarily of
net operating loss carryforwards and research and development tax credits. Based
on our earnings history and projected future taxable income, management determined
that it is more likely than not that the deferred tax assets would be realized
and, accordingly, the entire valuation allowance was released during the year
ended December 31, 2007. No valuation allowance was considered necessary as
of December 31, 2008.





The
benefit from income taxes has been reduced by approximately $568,000 of current
income tax resulting from the allocation of stock option deductions directly to
contributed capital. In addition, the deferred income tax assets at December 31,
2008 exclude $2.8 million ($2.2 million at December 31, 2007) related to
benefits of stock option deductions which, when recognized, will be allocated
directly to contributed capital.





At
December 31, 2008, we had state net operating loss carryforwards of
approximately $26.8 million. These net operating loss carryforwards will expire
commencing 2014. We also have federal and state research and development tax
credit carryforwards of approximately $7.0 million, respectively. The federal
tax credits carryforwards will expire commencing in 2019 and California tax
credits have no expiration date.





For
federal and state purposes, a portion of our net operating loss carryforwards
and research and development credits will be subject to certain limitation on
annual utilization due to a change in ownership, as defined by federal and state
tax law.





Undistributed
earnings of our foreign subsidiary of approximately $13.6 million and $6.6
million at December 31, 2008 and 2007, respectively, are considered to be
indefinitely reinvested and, accordingly, no provisions for federal and state
income taxes have been provided thereon. Upon distribution of those earnings in
the form of dividends or otherwise, we would be subject to both U.S. income
taxes (subject to an adjustment for foreign tax credits) and withholding taxes
payable to various foreign countries.





We
adopted the provisions of Financial Standards Accounting Board Interpretation
No. 48 Accounting for Uncertainty in Income Taxes (“FIN 48”) an
interpretation of FASB Statement No. 109 (“SFAS 109”) on January 1,
2007. As a result of the implementation of FIN 48, we recognized no material
adjustment to the liability for unrecognized income tax benefits.





The
following table summarizes the activity related to our unrecognized tax benefits
(in thousands):




December
      31,2008
              
              
              2007(in
      thousands)Beginning
      balance
              
              $
              14,763
              
              
              $
              2,634Increase
      related to current year tax positions
              
              
              1,519
              
              
              
              10,760Increase
      related to tax positions of prior years
              
              
              210
              
              
              
              1,369Ending
      balance
              
              $
              16,492
              
              
              $
              14,763




As of
December 31, 2008, a total of $15.2 million of the unrecognized tax benefits
would affect our effective tax rate if recognized.





We
recognize interest and penalties related to uncertain tax positions in income
tax expense. As of December 31, 2008, we have $530,000 of accrued interest
and zero penalties related to uncertain tax positions. The tax years 1997-2008
remain open to examination by one or more of the major taxing jurisdictions to
which we are subject. There were no significant changes due to the
settlement of audits and the expiration of statue of limitations during
December 31, 2009.


53
 Table of
Contents




NETLOGIC
MICROSYSTEMS, INC.





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


December
31, 2008






NOTE
8—COMMITMENTS AND CONTINGENCIES:





Leases





We lease
office space under noncancelable operating leases with various expiration dates
through 2011. Rent expense for the years ended December 31, 2008, 2007 and
2006 was $1.1 million, $1.0 million, and $0.9 million, respectively. The terms
of the facility lease provide for rental payments on a graduated scale. We
recognize rent expense on a straight-line basis over the lease period and accrue
for rent expense incurred but not paid.





Future
minimum lease payments under noncancelable operating leases, which include
common area maintenance charges, are as follows (in thousands):




Year
      Ending December 31,
            
            Software
      licenses
              and
      other
              obligations
            
            
            Operating
              Leases
            
            
            Total2009
            
            $
            803
            
            
            $
            1,000
            
            
            $
            1,8032010
            
            
            484
            
            
            
            1,021
            
            
            
            1,5052011
            
            
            -
            
            
            
            516
            
            
            
            5162012
      and thereafter
            
            
            -
            
            
            
            -
            
            
            
            -$
            1,287
            
            
            $
            2,537
            
            
            $
            3,824Less:
      Interest component
            
            
            (68
            )Present
      value of minimum lease payment
            
            
            1,219Less:
      Current portion
            
            
            (755
            )Long-term
      portion of obligations
            
            $
            464




We have
software license obligations that are paid over the license periods, which range
from one to three years. These software licenses are used for our internal
research and development projects. At December 31, 2008 and 2007, we had
$1.2 million and $2.6 million of software license obligations,
respectively.





Purchase
Commitments





At
December 31, 2008, we had approximately $2.9 million in non-cancelable
purchase commitments with suppliers. We have recorded a liability of
$0.1 million for adverse purchase commitments related to a portion of these
commitments for which the inventory is considered unsalable.





Contingencies





From time
to time we are party to claims and litigation proceedings arising in the normal
course of business. Currently, we do not believe that there are any claims or
litigation proceeds involving matters will result in the payment of monetary
damages, net of any applicable insurance proceeds, that, in the aggregate, would
be material in relation to our business, financial position, results of
operations or cash flows. There can be no assurance, however, that any such
matters will be resolved without costly litigation, in a manner that is not
adverse to our business, financial position, results of operations or cash
flows, or without requiring royalty payments in the future that may adversely
impact gross margins.





Indemnities,
Commitments and Guarantees





In the
normal course of business, we have made certain indemnities, commitments and
guarantees under which we may be required to make payments in relation to
certain transactions. These include agreements to indemnify our customers with
respect to liabilities associated with the infringement of other parties’
technology based
upon our products, obligation to indemnify our lessors under facility lease
agreements, and obligation to indemnify our directors and officers to the
maximum extent permitted under the laws of the state of Delaware. The duration
of such indemnification obligations, commitments and guarantees varies and, in
certain cases, is indefinite. We have not recorded any liability for any such
indemnification obligations, commitments and guarantees in the accompanying
balance sheets. We do, however, accrue for losses for any known contingent
liability, including those that may arise from indemnification provisions, when
future payment is estimable and probable. 
 Under
master purchase agreements signed with Cisco in November 2005, we have agreed to
indemnify Cisco for costs incurred in rectifying epidemic failures, up to the
greater of (on a per claim basis) 25% of all amounts paid to us by Cisco during
the preceding 12 months or $9.0 million, plus replacement costs. If we are
required to make payments under the indemnity, our operating results may be
adversely affected.


54
 Table of
Contents




NETLOGIC
MICROSYSTEMS, INC.





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


December
31, 2008




NOTE
9—SEGMENT INFORMATION:





We
operate as one operating and reportable segment and sell our products directly
to customers in North America, Asia and Europe. Sales for the geographic regions
reported below are based upon the customer headquarter locations. Following is a
summary of the geographic information related to revenues for the years ended
December 31, 2008, 2007 and 2006 (in thousands):




Year
      ended December 31,2008
            
            
            2007
            
            
            2006Revenue:United
      States
            
            $
            46,287
            
            
            $
            48,221
            
            
            $
            54,952Malaysia
            
            
            42,435
            
            
            
            34,017
            
            
            
            21,349China
            
            
            30,378
            
            
            
            14,126
            
            
            
            3,257Other
            
            
            20,827
            
            
            
            12,699
            
            
            
            2,201Total
            
            $
            139,927
            
            
            $
            109,063
            
            
            $
            81,759




Substantially
all of our tangible assets are located in the United States of
America.





NOTE
10—EMPLOYEE BENEFIT PLAN:





We
sponsor a 401(k) defined contribution plan covering all employees. Contributions
made by us are determined annually by the Board of Directors. To date we have
made no contributions to the plan.




NOTE
11—RELATED PARTY:
 
 We lease
our headquarters facility in Mountain View, California from an affiliate of
Berg & Berg Enterprises, LLC, which holds shares of our common stock.
During the year ended December 31, 2008, 2007 and 2006, we made lease
payments of approximately $1,089,000, $853,000, and $799,000, respectively,
under this lease arrangement.


55
 Table of
Contents




NETLOGIC
MICROSYSTEMS, INC.





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


December
31, 2008






NOTE
12 —CASH, CASH EQUIVALENTS, AND SHORT-TERM INVESTMENTS:





The
following is a summary of available-for-sale investments as of December 31,
2008 and 2007:




December
      31, 2008Amortized
              Cost
            
            
            Gross
              Unrealized
              Gain
            
            
            Gross
              Unrealized
              Loss
            
            
            Estimated
              Fair
              Value(in
      thousands)U.S.
      government agency securities
            
            $
            16,413
            
            
            $
            40
            
            
            $
            -
            
            
            $
            16,453Corporate
      commercial paper
            
            
            2,944
            
            
            
            4
            
            
            
            -
            
            
            
            2,948Money
      market funds
            
            
            61,717
            
            
            
            -
            
            
            
            -
            
            
            
            61,717Total
            
            $
            81,074
            
            
            $
            44
            
            
            $
            -
            
            
            $
            81,118Reported
      as:Cash
      and cash equivalents
            
            $
            68,047
            
            
            $
            4
            
            
            $
            -
            
            
            $
            68,051Short-term
      investments
            
            
            13,027
            
            
            
            40
            
            
            
            -
            
            
            
            13,067Total
            
            $
            81,074
            
            
            $
            44
            
            
            $
            -
            
            
            $
            81,118




December
      31, 2007Amortized
              Cost
            
            
            Gross
              Unrealized
              Gain
            
            
            Gross
              Unrealized
              Loss
            
            
            Estimated
              Fair
              Value(in
      thousands)Money
      market funds
            
            $
            37,982
            
            
            $
            -
            
            
            $
            -
            
            
            $
            37,982Total
            
            $
            37,982
            
            
            $
            -
            
            
            $
            -
            
            
            $
            37,982Reported
      as:Cash
      and cash equivalents
            
            $
            37,982
            
            
            $
            -
            
            
            $
            -
            
            
            $
            37,982Total
            
            $
            37,982
            
            
            $
            -
            
            
            $
            -
            
            
            $
            37,982




The fair
value of the Company’s investments at December 31, 2008 and 2007, by
contractual maturity, was as follows:




December
      31,2008
            
            
            2007(in
      thousands)Due
      in 1 year or less
            
            $
            19,401
            
            
            $
            -Total
            
            $
            19,401
            
            
            $
            -




Net
unrealized holding gains and losses on available-for-sale investments are
included as a separate component of stockholders’ equity at December 31,
2008 and 2007.





56
 Table of
Contents





NETLOGIC
MICROSYSTEMS, INC.





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


December
31, 2008







NOTE
13 - FAIR VALUE MEASUREMENTS:




SFAS
No. 157 defines fair value as the price that would be received from selling
an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. When determining the fair value
measurements for assets and liabilities required or permitted to be recorded at
fair value, the Company considers the principal or most advantageous market in
which the Company would transact and considers assumptions that market
participants would use when pricing the asset or liability, such as inherent
risk, transfer restrictions, and risk of nonperformance.




Fair
Value Hierarchy




SFAS
No. 157 establishes a fair value hierarchy that requires an entity to
maximize the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value. A financial instrument’s categorization within
the fair value hierarchy is based upon the lowest level of input that is
significant to the fair value measurement. SFAS No. 157 establishes three
levels of inputs that may be used to measure fair value:




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 for similar assets or
liabilities, quoted prices in markets with insufficient volume or infrequent
transactions (less active markets), or model-derived valuations in which all
significant inputs are observable or can be derived principally from or
corroborated by observable market data for substantially the full term of the
assets or liabilities.




Level 3 – Unobservable inputs
to the valuation methodology that are significant to the measurement of fair
value of assets or liabilities.




Assets
and Liabilities Measured at Fair Value on a Recurring Basis




The
Company measures its financial assets, specifically its cash equivalents and
short-term investments, at fair value on a recurring basis. The Company does not
have any financial liabilities that are measured at fair value on a recurring
basis. The fair value of these financial assets was determined using the
following inputs as of December 31, 2008:




Fair
      Value Measurements at December 31, 2008 UsingTotal
            
            
            Quoted
      Prices in
              Active
      Markets for
              Identical
      Assets
              (Level
      1)
            
            
            Significant
      Other
              Observable
      Inputs
              (Level
      2)
            
            
            Significant
      Other
              Unobservable
      Inputs
              (Level
      3)(in
      thousands)Money
      market funds (1)
            
            $
            61,717
            
            
            $
            61,717
            
            
            $
            -
            
            
            $
            -U.S.
      government agency securities (2)
            
            
            16,453
            
            
            
            -
            
            
            
            16,453
            
            
            
            -Corporate
      commercial paper (3)
            
            
            2,948
            
            
            
            -
            
            
            
            2,948
            
            
            
            -Total
            
            $
            81,118
            
            
            $
            61,717
            
            
            $
            19,401
            
            
            $
            -




(1)
            Included
      in cash and cash equivalents on the Company’s condensed consolidated
      balance sheet.




(2)
            $6.3
      million of which is included in cash and cash equivalents and $10.1
      million of which is included in short-term investments on the Company’s
      condensed consolidated balance
sheet.




(3)
            Included
      in short-term investments on the Company’s condensed consolidated balance
      sheet.


57
 Table of
Contents




SUPPLEMENTARY
FINANCIAL DATA





Selected
Quarterly Financial Data (unaudited)





The
following table presents selected unaudited consolidated financial data for each
of the eight quarters in the two-year period ended December 31, 2008. In
our opinion, this unaudited information has been prepared on the same basis as
the audited information and includes all adjustments (consisting of only normal
recurring adjustments) necessary for a fair statement of the financial
information for the period presented.




QuarterFirst
            
            
            Second
            
            
            Third
            
            
            Fourth(in
      thousands, except per share data)Year
      Ended December 31, 2008Total
      revenue
            
            $
            34,180
            
            
            $
            36,543
            
            
            $
            38,311
            
            
            $
            30,893Gross
      profit
            
            $
            18,797
            
            
            $
            20,561
            
            
            $
            21,509
            
            
            $
            17,444Net
      income (loss)
            
            $
            1,127
            
            
            $
            2,332
            
            
            $
            1,256
            
            
            $
            (1,138
            )Net
      income (loss) per share - basic
            
            $
            0.05
            
            
            $
            0.11
            
            
            $
            0.06
            
            
            $
            (0.05
            )Net
      income (loss) per share - diluted
            
            $
            0.05
            
            
            $
            0.10
            
            
            $
            0.06
            
            
            $
            (0.05
            )Shares
      used in calculation - basic
            
            
            21,239
            
            
            
            21,390
            
            
            
            21,630
            
            
            
            21,703Shares
      used in calculation - diluted
            
            
            22,064
            
            
            
            22,529
            
            
            
            22,760
            
            
            
            21,703Year
      Ended December 31, 2007Total
      revenue
            
            $
            23,411
            
            
            $
            25,835
            
            
            $
            27,533
            
            
            $
            32,254Gross
      profit
            
            $
            14,560
            
            
            $
            16,586
            
            
            $
            17,598
            
            
            $
            15,557Net
      income (loss)
            
            $
            1,636
            
            
            $
            2,338
            
            
            $
            3,458
            
            
            $
            (4,837
            )Net
      income (loss) per share - basic
            
            $
            0.08
            
            
            $
            0.11
            
            
            $
            0.17
            
            
            $
            (0.23
            )Net
      income (loss) per share - diluted
            
            $
            0.08
            
            
            $
            0.11
            
            
            $
            0.16
            
            
            $
            (0.23
            )Shares
      used in calculation - basic
            
            
            20,418
            
            
            
            20,691
            
            
            
            20,860
            
            
            
            21,059Shares
      used in calculation - diluted
            
            
            21,438
            
            
            
            21,773
            
            
            
            21,989
            
            
            
            21,059




(1)Net loss in the fourth quarter of 2007 included a one-time
      in-process research and development charge of $1.6 million related to the
      Aeluros Acquisition.





58
 Table of
Contents




ITEM 9.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.





Not
applicable.




ITEM 9A.
            CONTROLS
      AND PROCEDURES.





Evaluation
of Disclosure Controls and Procedures





Our
management evaluated, with the participation of our Chief Executive Officer and
Chief Financial Officer, the effectiveness of our disclosure controls and
procedures as of December 31, 2008. Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures are effective to ensure that information we are required
to disclose in reports that we file or submit under the Securities Exchange Act
of 1934, as amended, is (i) recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission
rules and forms, and (ii) accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding required disclosures as of
December 31, 2008.





Management’s
Annual Report on Internal Control Over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting
cannot provide absolute assurance of achieving financial reporting objectives
because of its inherent limitations. Internal control over financial reporting
is a process that involves human diligence and compliance and is subject to
lapses in judgment and breakdowns resulting from human failures. Internal
control over financial reporting also can be circumvented by collusion or
improper management override. Because of such limitations, there is a risk that
material misstatements may not be prevented or detected on a timely basis by
internal control over financial reporting. However, these inherent limitations
are known features of the financial reporting process. Therefore, it is possible
to design into the process safeguards to reduce, though not eliminate, this
risk.





Our
management assessed the effectiveness of the company’s internal control over
financial reporting as of December 31, 2008. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) inInternal
Control—Integrated
Framework.  Based on this assessment using those criteria,
management concluded that, as of December 31, 2008, our internal control
over financial reporting was effective.





The
effectiveness of the company’s internal control over financial reporting as of
December 31, 2008 has been audited by PricewaterhouseCoopers LLP, an
independent registered public accounting firm, as stated in their report which
appears herein.





Changes
in Internal Control Over Financial Reporting





There
were no changes in our internal control over financial reporting that occurred
during the fourth fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.




ITEM 9B.
              OTHER
      INFORMATION.




Changes to
Previously Announced Fiscal 2008 Fourth Quarter and Annual
Results





Subsequent to the
February 3, 2009 announcement of our preliminary fourth quarter and full fiscal
year results for 2008, we have made an adjustment to our reported results. This
adjustment resulted in a reduction in fourth quarter and full fiscal year net
income for 2008 of $0.3 million. The adjustment related to an increase in
stock-based compensation expense that was identified subsequent to the date of
our earnings release.





59
 Table of
Contents




PART III




ITEM 10.
              DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
  GOVERNANCE.


Information
relating to our executive directors, executive officers and corporate governance
required to be provided in response to this item will be presented in our
definitive proxy statement in connection with our 2009 Annual Meeting of
Stockholders to be held on or about May 15, 2009, which information is
incorporated into this report by reference. However, certain information
required by this item concerning executive officers is set forth in Item 1
of Part I of this Report under the caption “Executive Officers of the
Registrant.”





We have
adopted a Code of Conduct and Ethics that applies to our principal executive
officer, principal financial officer and all other employees of NetLogic
Microsystems, Inc. This Code of Conduct and Ethics is posted in the corporate
governance section on our website at www.netlogicmicro.com. We intend to
satisfy the disclosure requirement under Item 10 of Form 8-K regarding an
amendment to, or waiver from, a provision of this Code of Conduct and Ethics by
posting such information in the corporate governance section on our
website atwww.netlogicmicro.com.




ITEM 11.
              EXECUTIVE
      COMPENSATION.


Information
relating to executive compensation required to be provided in response to this
item will be presented in our definitive proxy statement for our 2009 Annual
Meeting of Stockholders to be held on or about May 15, 2009, which
information is incorporated into this report by reference.




ITEM 12.
              SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER
MATTERS.




Information
relating to security ownership and securities authorized for issuance under
equity compensation plans will be presented in our definitive proxy statement
for our 2009 Annual Meeting of Stockholders, to be held on or about May 15,
2009, which information also is incorporated into this report by
reference.




ITEM 13.
              CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
      INDEPENDENCE.




Information
required to be provided in response to this item will be presented in our
definitive proxy statement for our 2009 Annual Meeting of Stockholders to be
held on or about May 15, 2009, which information is incorporated into this
report by reference.




ITEM 14.
              PRINCIPAL
      ACCOUNTING FEES AND
SERVICES.




Information
required to be provided in response to this item will be presented in our
definitive proxy statement for our 2009 Annual Meeting of Stockholders to be
held on or about May 15, 2009, which information is incorporated into this
report by reference.


60
 Table of
Contents




PART IV




ITEM 15.
              EXHIBITS
      AND FINANCIAL STATEMENT
  SCHEDULES.




(a)
            The
      following documents are filed as part of this report on
      Form 10-K:




(1)
            Financial Statements.
      Reference is made to the Index to the registrant’s the Financial
      Statements under Item 8 in Part II of this Form
  10-K.




(2)
            Financial Statement
      Schedules. The following consolidated financial statement schedule
      of the registrant is filed as part of this report on Form 10-K and
      should be read in conjunction with the Financial Statements of NetLogic
      Microsystems, Inc.:





Schedule II—Valuation
and Qualifying Accounts for the years ended December 31, 2008, 2007 and
2006.





Schedules
not listed above are omitted because they are not required, they are not
applicable or the information is already included in the consolidated financial
statements or notes thereto.




(3)
            Exhibits. The exhibits
      listed on the accompanying index to exhibits in Item 15(b) below are
      filed as part of, or hereby incorporated by reference into, this report on
      Form 10-K.




(b)
            Exhibits.





The
exhibits listed below are required by Item 601 of Regulation
S-K.




Exhibit
            
            Description2.1
            
            Agreement
      for the Purchase and Sale of Assets by and between the registrant and
      Cypress Semiconductor Corporation dated as of January 25, 2006, as
      amended. (19)2.2
            
            Agreement
      and Plan of Merger by and among NetLogic Microsystems, Inc., Athena Merger
      Corporation, Aeluros, Inc. and the Representative of the Holders of all of
      the Capital Stock of Aeluros, Inc., dated as of October 23, 2007 †
      (18)2.3
            
            Agreement
      for the Purchase and Sale of Assets by and between the registrant and
      Cypress Semiconductor Corporation dated as of August 29, 2007, as amended
      (11)3.1
            
            Restated
      Certificate of Incorporation of the registrant filed on August 2, 2004
      (1)3.4
            
            Bylaws
      of the registrant (2)4.1
            
            Specimen
      common stock certificate (3)4.2
            
            Second
      Amended and Restated Investor Rights Agreement dated August 31, 2001, as
      amended by the Amendments to Second Amended and Restated Investor Rights
      Agreement dated March 18, 2004, April 16, 2004 and June 12, 2004
      (4)4.3
            
            Rights
      Agreement by and between the registrant and Wells Fargo Bank, National
      Association, dated July 7, 2004 (5)10.1*
            
            2000
      Stock Plan and forms of related agreements (6)10.2*
            
            2004
      Equity Incentive Plan (3)10.2.1*
            
            Form
      of Stock Option Agreement under 2004 Equity Incentive Plan
    (7)10.2.2*
            
            Form
      of Restricted Stock Agreement under 2004 Equity Incentive Plan
      (14)10.3*
            
            2004
      Employee Stock Purchase Plan and forms of related agreements
      (8)10.4
            
            Form
      of Indemnity Agreement (6)10.5
            
            License
      and Technology Transfer Agreement by and between the registrant and Micron
      Technology, Inc. dated December 12, 2002
  (6)†


61
 Table of
Contents




Exhibit
            
            Description10.9*
            
            Form
      of Change-In-Control Agreement between the registrant and each of certain
      officers thereof (12)10.10*
            
            Incentive
      Bonus Plan effective May 5, 2005 (9)10.11
            
            Form
      of Master Purchase Agreement by and between the registrant and Cisco
      Systems, Inc. (10)†10.12*
            
            Intentionally
      omitted.10.13
            
            Intentionally
      omitted10.14
            
            Second
      Amendment to Lease between Mission West Charleston, LLC and NetLogic
      Microsystems, Inc. (13)10.15
            
            Standard
      Form Lease by and between the registrant and Mission West Properties, L.P.
      dated May 3, 2004 (20)10.16*
            
            Employment
      offer letter, dated April 12, 2000, between the registrant and Ronald
      Jankov (20)10.17*
            
            Employment
      offer letter, dated April 1, 1999, between the registrant and Roland
      Cortes (4)10.18*
            
            Employment
      offer letter, dated March 15, 2002, between the registrant and
      Ibrahim Korgav, as amended (20)10.19*
            
            Employment
      offer letter, dated February 9, 1996, between the registrant and
      Varadarajan Srinivasan (20)10.20*
            
            Employment
      offer letter, dated June 7, 1999, between the registrant and Marcia
      Zander (20)10.21*
            
            Intentionally
      omitted.10.22*
            
            Description
      of the registrant’s Patent Incentive and Recognition Program
      (4)10.23*
            
            Employment
      offer letter, dated July 11, 2007, between registrant and Michael
      Tate (15)10.25
            
            Purchase
      Agreement between Registrant and Wintec Industries, Inc.†
    (15)10.26*
            
            Aeluros,
      Inc. 2001 Stock Option/Stock Issuance Plan and forms of related agreements
      (17)10.27*
            
            Netlogic
      Microsystems, Inc. 2008 New Employee Inducement Incentive Plan dated
      January 16, 2008 (21)10.28*
            
            Form
      of Restricted Stock Agreement for New Employee Inducement Grants
      (22)10.29*
            
            Form
      of Notice of Restricted Stock Unit Award and Agreement under the
      registrant's 2008 New Emplyee Inducement Incentive
    Plan10.30*
            
            Form
      of Notice of Restricted Stock Unit Award and Agreement under the
      registrant's 2004 Equity Incentive Plan23.1
            
            Consent
      of PricewaterhouseCoopers LLP, Independent Registered Public Accounting
      Firm31.1
            
            Rule
      13a-14 certification31.2
            
            Rule
      13a-14 certification32.1
            
            Section
      1350 certification32.2
            
            Section
      1350 certification





(1)
            Incorporated
      by reference to the same-numbered exhibit to the registrant’s Quarterly
      Report on Form 10-Q for the quarterly period ended June 30, 2004,
      filed with the Securities and Exchange Commission as of August 20,
      2004.




(2)
            Incorporated
      by reference to the same-numbered exhibit to the registrant’s Current
      Report on Form 8-K filed with the Securities and Exchange Commission
      as of October 31, 2008.




(3)
            Incorporated
      by reference to the same-numbered exhibit to Amendment No. 3 to Form
      S-1 (Registration No. 333-114549) filed by the registrant with the
      Securities and Exchange Commission as of June 21,
    2004.


62
 Table of
Contents




(4)
            Incorporated
      by reference to the same-numbered exhibit to Amendment No. 2 to Form
      S-1 (Registration No. 333-114549) filed by the registrant with the
      Securities and Exchange Commission as of June 14,
    2004.




(5)
            Incorporated
      by reference to Exhibit 99 (i) to Form 8-A (Registration No.
      000-50838) filed by the registrant with the Securities and Exchange
      Commission as of July 8, 2004.




(6)
            Incorporated
      by reference to the same-numbered exhibit to Form S-1 (Registration
      No. 333-114549) filed by the registrant with the Securities and
      Exchange Commission as of April 16,
2004.




(7)
            Incorporated
      by reference to the same-numbered exhibit to the registrant’s Quarterly
      Report on Form 10-Q for the quarterly period ended September 30, 2004,
      filed with the Securities and Exchange Commission as of November 12,
      2004.




(8)
            Incorporated
      by reference to the same-numbered exhibit to Form S-8 (Registration
      No. 333-117619) filed by the registrant with the Securities and
      Exchange Commission as of July 23,
2004.




(9)
            Incorporated
      by reference to the same-numbered exhibit to the registrant’s Quarterly
      Report on Form 10-Q for the quarterly period ended March 31, 2005,
      filed with the Securities and Exchange Commission as of May 9,
      2005.




(10)
            Incorporated
      by reference to the same-numbered exhibit to the registrant’s Quarterly
      Report on Form 10-Q for the quarterly period ended September 30,
      2005, filed with the Securities and Exchange Commission as of
      November 8, 2005.




(11)
            Incorporated
      by reference to Exhibit 10.26 to the registrant’s Current Report on
      Form 8-K filed with the Securities and Exchange Commission as of
      August 29, 2007.




(12)
            Incorporated
      by reference to the same-numbered exhibit to the registrant’s Annual
      Report on Form 10-K for the year ended December 31, 2004, filed with
      the Securities and Exchange Commission as of March 11,
      2005.




(13)
            Incorporated
      by reference to the same-numbered exhibit to the registrant’s Quarterly
      Report on Form 10-Q for the quarterly period ended March 30, 2006,
      filed with the Securities and Exchange Commission as of May 9,
      2006.




(14)
            Incorporated
      by reference to the same-numbered exhibit to the registrant’s Annual
      Report on Form 10-K for the year ended December 31, 2005, filed with
      the Securities and Exchange Commission as of February 28,
      2006.




(15)
            Incorporated
      by reference to same-numbered exhibit to the registrant’s Quarterly Report
      on Form 10-Q for the quarter ended June 30, 2007 filed with the
      Securities and Exchange Commission as of August 7,
    2007.




(16)
            Intentionally
      omitted.




(17)
            Incorporated
      by reference to Exhibit 10.23 to Form S-8 (Registration
      No. 333-147064) filed by the registrant with the Securities and
      Exchange Commission as of October 31,
2007.




(18)
            Incorporated
      by reference to the same-numbered exhibit to the registrant’s Current
      Report on Form 8-K filed with the Securities and Exchange Commission
      on October 29, 2007.




(19)
              Incorporated
      by reference to Exhibit 2.1 to the registrant’s Current Report on
      Form 8-K filed with the Securities and Exchange Commission as of
      February 22, 2006.
  (20)
                Incorporated
      by reference to the same-numbered exhibit to Amendment No. 1 to Form S-1
      (Registration No. 333-114549) filed by the registrant with the Securities
      and Exchange Commission as of May 19,
2004.
  (21)
                  Incorporated
      by reference to the same-numbered exhibit to the registrant’s Annual
      Report on Form 10-K for the year ended December 31, 2007, filed with
      the Securities and Exchange Commission as of March 14,
      2008.
  (22)
                    Incorporated
      by reference to Exhibit 10.2.3 to the registrant’s Quarterly Report
      on Form 10-Q for the quarter ended June 30, 2007 filed with the
      Securities and Exchange Commission as of August 7,
  2007.


*
            Indicates
      management contract or compensatory plan or
  arrangement.




†
            Certain
      portions of this exhibit are subject to confidential
      treatment.




(c)
            Financial
      statements and schedules.





Reference
is made to Item 15(a) above.


63
 Table of
Contents




SIGNATURES





Pursuant
to the requirements of 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.




Dated:
      March 4, 2009
            
            NETLOGIC MICROSYSTEMS, INC.By
            
            /s/    RONALDJANKOVRonald
      Jankov
              President
      and Chief Executive Officer





POWER
OF ATTORNEY





KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Ronald Jankov and Michael Tate as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Report on Form 10-K, and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.





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




Name
              
              Title
              
              Date/s/
      RONALDJANKOV
              
              Chief
      Executive Officer and Director
                (Principal
      Executive Officer)
              
              March
      4, 2009Ronald
      Jankov/s/
      MICHAELTATE
              
              Vice President
      and Chief Financial Officer (Principal Financial
                Officer
      and Principal Accounting Officer)
              
              March
      4, 2009Michael
      Tate/s/
      LEONARDPERHAM
              
              Director
              
              March
      4, 2009Leonard
      Perham/s/
      NORMANGODINHO
              
              Director
              
              March
      4, 2009Norman
      Godinho/s/
      ALANKROCK
              
              Director
              
              March
      4, 2009Alan
      Krock/s/
      DOUGLASBROYLES
              
              Director
              
              March
      4, 2009Douglas
      Broyles/s/
      STEVEDOMENIK
              
              Director
              
              March
      4, 2009Steve
      Domenik




64
 Table of
Contents




SCHEDULE
II





VALUATION
AND QUALIFYING ACCOUNTS


FOR
THE YEARS ENDED DECEMBER 31, 2008, 2007 and 2006


(in
thousands)




Balance
      at
              Beginning
              of
      Period
            
            
            Additions
            
            
            Write-off/
              Adjustments
            
            
            Balance
      at
              End
      of
              PeriodAllowance
      for Doubtful Accounts:Year
      ended December 31, 2008
            
            $
            19
            
            
            
            68
            
            
            
            (19
            )
            
            $
            68Year
      ended December 31, 2007
            
            $
            44
            
            
            
            18
            
            
            
            (43
            )
            
            $
            19Year
      ended December 31, 2006
            
            $
            60
            
            
            
            62
            
            
            
            (78
            )
            
            $
            44


65
 Table of
Contents




EXHIBIT INDEX




Exhibit
            
            Description2.1
            
            Agreement
      for the Purchase and Sale of Assets by and between the registrant and
      Cypress Semiconductor Corporation dated as of January 25, 2006, as
      amended. (19)2.2
            
            Agreement
      and Plan of Merger by and among NetLogic Microsystems, Inc., Athena Merger
      Corporation, Aeluros, Inc. and the Representative of the Holders of all of
      the Capital Stock of Aeluros, Inc., dated as of October 23, 2007 †
      (18)2.3
            
            Agreement
      for the Purchase and Sale of Assets by and between the registrant and
      Cypress Semiconductor Corporation dated as of August 29, 2007, as amended
      (11)3.1
            
            Restated
      Certificate of Incorporation of the registrant filed on August 2, 2004
      (1)3.4
            
            Bylaws
      of the registrant (2)4.1
            
            Specimen
      common stock certificate (3)4.2
            
            Second
      Amended and Restated Investor Rights Agreement dated August 31, 2001, as
      amended by the Amendments to Second Amended and Restated Investor Rights
      Agreement dated March 18, 2004, April 16, 2004 and June 12, 2004
      (4)4.3
            
            Rights
      Agreement by and between the registrant and Wells Fargo Bank, National
      Association, dated July 7, 2004 (5)10.1*
            
            2000
      Stock Plan and forms of related agreements (6)10.2*
            
            2004
      Equity Incentive Plan (3)10.2.1*
            
            Form
      of Stock Option Agreement under 2004 Equity Incentive Plan
    (7)10.2.2*
            
            Form
      of Restricted Stock Agreement under 2004 Equity Incentive Plan
      (14)10.3*
            
            2004
      Employee Stock Purchase Plan and forms of related agreements
      (8)10.4
            
            Form
      of Indemnity Agreement (6)10.5
            
            License
      and Technology Transfer Agreement by and between the registrant and Micron
      Technology, Inc. dated December 12, 2002 (6)†10.9*
            
            Form
      of Change-In-Control Agreement between the registrant and each of certain
      officers thereof (12)10.10*
            
            Incentive
      Bonus Plan effective May 5, 2005 (9)10.11
            
            Form
      of Master Purchase Agreement by and between the registrant and Cisco
      Systems, Inc. (10)†10.12*
            
            Intentionally
      omitted.10.13
            
            Intentionally
      omitted10.14
            
            Second
      Amendment to Lease between Mission West Charleston, LLC and NetLogic
      Microsystems, Inc. (13)10.15
            
            Standard
      Form Lease by and between the registrant and Mission West Properties, L.P.
      dated May 3, 2004 (20)10.16*
            
            Employment
      offer letter, dated April 12, 2000, between the registrant and Ronald
      Jankov (20)10.17*
            
            Employment
      offer letter, dated April 1, 1999, between the registrant and Roland
      Cortes (4)10.18*
            
            Employment
      offer letter, dated March 15, 2002, between the registrant and Ibrahim
      Korgav, as amended (20)10.19*
            
            Employment
      offer letter, dated February 9, 1996, between the registrant and
      Varadarajan Srinivasan (20)10.20*
            
            Employment
      offer letter, dated June 7, 1999, between the registrant and Marcia Zander
      (20)





66
 Table of
Contents




Exhibit
            
            Description10.21*
            
            Intentionally
      omitted.10.22*
            
            Description
      of the registrant’s Patent Incentive and Recognition Program
      (4)10.23*
            
            Employment
      offer letter, dated July 11, 2007, between registrant and Michael Tate
      (15)10.25
            
            Purchase
      Agreement between Registrant and Wintec Industries, Inc.†
    (15)10.26*
            
            Aeluros,
      Inc. 2001 Stock Option/Stock Issuance Plan and forms of related agreements
      (17)10.27*
            
            Netlogic
      Microsystems, Inc. 2008 New Employee Inducement Incentive Plan dated
      January 16, 2008 (21)10.28*
            
            Form
      of Restricted Stock Agreement for New Employee Inducement Grants
      (22)10.29*
            
            Form
      of Notice of Restricted Stock Unit Award and Agreement under the
      registrant's 2008 New Employee Inducement Incentive
    Plan10.30*
            
            Form
      of Notice of Restricted Stock Unit Award and Agreement under the
      registrant's 2004 Equity Incentive Plan23.1
            
            Consent
      of PricewaterhouseCoopers LLP, Independent Registered Public Accounting
      Firm31.1
            
            Rule
      13a-14 certification31.2
            
            Rule
      13a-14 certification32.1
            
            Section
      1350 certification32.2
            
            Section
      1350 certification





(1)
            Incorporated
      by reference to the same-numbered exhibit to the registrant’s Quarterly
      Report on Form 10-Q for the quarterly period ended June 30, 2004,
      filed with the Securities and Exchange Commission as of August 20,
      2004.




(2)
            Incorporated
      by reference to the same-numbered exhibit to the registrant’s Current
      Report on Form 8-K filed with the Securities and Exchange Commission
      as of October 31, 2008.




(3)
            Incorporated
      by reference to the same-numbered exhibit to Amendment No. 3 to Form
      S-1 (Registration No. 333-114549) filed by the registrant with the
      Securities and Exchange Commission as of June 21,
    2004.




(4)
            Incorporated
      by reference to the same-numbered exhibit to Amendment No. 2 to Form
      S-1 (Registration No. 333-114549) filed by the registrant with the
      Securities and Exchange Commission as of June 14,
    2004.




(5)
            Incorporated
      by reference to Exhibit 99 (i) to Form 8-A (Registration No.
      000-50838) filed by the registrant with the Securities and Exchange
      Commission as of July 8, 2004.




(6)
            Incorporated
      by reference to the same-numbered exhibit to Form S-1 (Registration
      No. 333-114549) filed by the registrant with the Securities and
      Exchange Commission as of April 16,
2004.




(7)
            Incorporated
      by reference to the same-numbered exhibit to the registrant’s Quarterly
      Report on Form 10-Q for the quarterly period ended September 30, 2004,
      filed with the Securities and Exchange Commission as of November 12,
      2004.




(8)
            Incorporated
      by reference to the same-numbered exhibit to Form S-8 (Registration
      No. 333-117619) filed by the registrant with the Securities and
      Exchange Commission as of July 23,
2004.




(9)
            Incorporated
      by reference to the same-numbered exhibit to the registrant’s Quarterly
      Report on Form 10-Q for the quarterly period ended March 31, 2005,
      filed with the Securities and Exchange Commission as of May 9,
      2005.




(10)
            Incorporated
      by reference to the same-numbered exhibit to the registrant’s Quarterly
      Report on Form 10-Q for the quarterly period ended September 30,
      2005, filed with the Securities and Exchange Commission as of
      November 8, 2005.




(11)
            Incorporated
      by reference to Exhibit 10.26 to the registrant’s Current Report on
      Form 8-K filed with the Securities and Exchange Commission as of
      August 29, 2007.


67
 Table of
Contents




(12)
            Incorporated
      by reference to the same-numbered exhibit to the registrant’s Annual
      Report on Form 10-K for the year ended December 31, 2004, filed with
      the Securities and Exchange Commission as of March 11,
      2005.




(13)
            Incorporated
      by reference to the same-numbered exhibit to the registrant’s Quarterly
      Report on Form 10-Q for the quarterly period ended March 30, 2006,
      filed with the Securities and Exchange Commission as of May 9,
      2006.




(14)
            Incorporated
      by reference to the same-numbered exhibit to the registrant’s Annual
      Report on Form 10-K for the year ended December 31, 2005, filed with
      the Securities and Exchange Commission as of February 28,
      2006.




(15)
            Incorporated
      by reference to same-numbered exhibit to the registrant’s Quarterly Report
      on Form 10-Q for the quarter ended June 30, 2007 filed with the
      Securities and Exchange Commission as of August 7,
    2007.




(16)
            Intentionally
      omitted.




(17)
            Incorporated
      by reference to Exhibit 10.23 to Form S-8 (Registration
      No. 333-147064) filed by the registrant with the Securities and
      Exchange Commission as of October 31,
2007.




(18)
            Incorporated
      by reference to the same-numbered exhibit to the registrant’s Current
      Report on Form 8-K filed with the Securities and Exchange Commission
      on October 29, 2007.




(19)
                Incorporated
      by reference to Exhibit 2.1 to the registrant’s Current Report on
      Form 8-K filed with the Securities and Exchange Commission as of
      February 22, 2006.
  (20)
                  Incorporated
      by reference to the same-numbered exhibit to Amendment No. 1 to Form S-1
      (Registration No. 333-114549) filed by the registrant with the Securities
      and Exchange Commission as of May 19,
2004.
  (21)
                    Incorporated
      by reference to the same-numbered exhibit to the registrant’s Annual
      Report on Form 10-K for the year ended December 31, 2007, filed with
      the Securities and Exchange Commission as of March 14,
      2008.
  (22)
                      Incorporated
      by reference to Exhibit 10.2.3 to the registrant’s Quarterly Report
      on Form 10-Q for the quarter ended June 30, 2007 filed with the
      Securities and Exchange Commission as of August 7,
  2007.


*
            Indicates
      management contract or compensatory plan or
arrangement.†
            Certain
      portions of this exhibit are subject to confidential
      treatment.




(c)
            Financial
      statements and schedules.




Reference
is made to Item 15(a) above.