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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-K



|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: 0-27246





ZORAN CORPORATION

(Exact Name of registrant as specified in its charter)



|                                                              |  |                                     
|------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                      |  | 94-2794449                          
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                              | 
|1390 Kifer Road, Sunnyvale, California                        |  | 94086                               
|(Address of principal executive offices)                      |  | (Zip Code)                          

Registrants telephone number, including area code: (408) 523-6500

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

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



|                    |  |                                     
|------------------- |  | ------------------------------------
|Title of each class |  | Name of Exchange on which registered
|None                |  | None                                

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

Common Stock, $.001 par value

(Title
of Class)

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, as amended (Exchange Act) 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 registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one)



|                                              |  |                             
|--------------------------------------------- |  | ----------------------------
|Large accelerated filer  x                    |  | Accelerated filer   ̈        
|Non-accelerated filer   ̈                      |  | Smaller reporting company   ̈
|(Do not check if a 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 registrants voting stock held by non-affiliates of registrant based upon the closing sale price of the Common Stock on June 30, 2008, as reported on the Nasdaq Global Select
Market, was approximately $603,984,600.

Outstanding shares of registrants Common Stock, $0.001 par value, as of February 23,
2009: 51,178,139.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of registrants definitive proxy statement for registrants 2009 Annual Meeting of Stockholders, to be filed with the Commission pursuant to Regulation 14A, are incorporated by reference into
Part III of this report where indicated.









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ZORAN CORPORATION

INDEX TO

ANNUAL REPORT ON FORM 10-K

FOR YEAR ENDED DECEMBER 31, 2008



|           |  |                                                                                                              |  |     
|---------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|           |  |                                                                                                              |  | Page
|           |  | Special Note Regarding Forward-Looking Statements                                                            |  | 1   
|          
|PART I    
|           |  |                                                                                                             
|Item 1.    |  | Business                                                                                                     |  | 1   
|Item 1A.   |  | Risk Factors                                                                                                 |  | 12  
|Item 1B.   |  | Unresolved Staff Comments                                                                                    |  | 26  
|Item 2.    |  | Properties                                                                                                   |  | 26  
|Item 3.    |  | Legal Proceedings                                                                                            |  | 26  
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                                          |  | 28  
|          
|PART II   
|           |  |                                                                                                             
|Item 5.    |  | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 29  
|Item 6.    |  | Selected Financial Data                                                                                      |  | 30  
|Item 7.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                        |  | 31  
|Item 7A.   |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 46  
|Item 8.    |  | Financial Statements and Supplementary Data                                                                  |  | 47  
|Item 9.    |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         |  | 84  
|Item 9A.   |  | Controls and Procedures                                                                                      |  | 84  
|Item 9B.   |  | Other Information                                                                                            |  | 85  
|          
|PART III  
|           |  |                                                                                                             
|Item 10.   |  | Directors, Executive Officers and Corporate Governance                                                       |  | 86  
|Item 11.   |  | Executive Compensation                                                                                       |  | 87  
|Item 12.   |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |  | 87  
|Item 13.   |  | Certain Relationships and Related Transactions, and Director Independence                                    |  | 87  
|Item 14.   |  | Principal Accounting Fees and Services                                                                       |  | 87  
|          
|PART IV   
|           |  |                                                                                                             
|Item 15.   |  | Exhibits and Financial Statement Schedules                                                                   |  | 88  
|Signatures |  | 91                                                                                                          



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Special Note Regarding Forward-Looking Statements

The Business section and other parts of this Annual Report on Form 10-K (Form 10-K) contain forward-looking statements that
involve risks and uncertainties. Many of the forward-looking statements are located in Item 7Managements Discussion and Analysis of Financial Condition and Results of Operations. Forward-looking statements provide current
expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as anticipates,
believes, estimates, expects, intends, plans, predicts, and similar terms. Forward-looking statements are not guarantees of future performance and the Companys actual
results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Item 1ARisk Factors of this Annual
Report on Form 10-K. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

PART I

Item 1Business

Company Overview

Zoran Corporation is a leading provider of digital solutions in the digital entertainment and digital imaging market. Zoran has pioneered high-performance digital audio and video, imaging applications, and Connect
Share Entertain technologies for the digital home.

Our products consist of
integrated circuits and related products used in DVD players, movie and home theater systems, digital cameras and video editing systems. We provide integrated circuits, software and platforms for digital television applications that enable the
delivery and display of digital video content through a set-top box or television as well as digital imaging products consisting of semiconductor hardware and software that enable users to print, scan, process and transmit documents to computer
peripherals that perform printing functions. We also provide high performance, low-power application processors, technology and products for the multimedia mobile phone market. We sell our products to original equipment manufacturers, or OEMs that
incorporate them into products for consumer and commercial applications. We were incorporated in California in December 1981 and reincorporated in Delaware in November 1986. Our corporate headquarters are located at 1390 Kifer Road, Sunnyvale,
California 94086, and our telephone number is (408) 523-6500. Our website can be found at www.zoran.com.

Our Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports, are available free of charge on our website under Investors / SEC Filings as soon as reasonably practicable after they are filed with
the Securities and Exchange Commission. Additionally, these filings may be obtained by visiting the Public Reference Room of the SEC at 100 F Street, NE, Washington, DC 20549 or by calling the SEC at 1-800-SEC-0330, by sending an electronic message
to the SEC at publicinfo@sec.gov or by sending a fax to the SEC at 1-202-777-1027. In addition, the SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file
electronically.

Industry Background

Until the mid-1990s, video images and audio soundtracks were transmitted, edited and stored almost exclusively using analog formats. Since then, advances in technology have allowed audio and video to be processed and stored in digital form.
Unlike analog formats, which are inherently unstable and difficult to edit and enhance, digital formats permit the manipulation of audio and video signals through digital signal processing and offer a number of fundamental advantages over analog
technologies. Through complex digital signal



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processing operations, digital audio and video signals may be compressed, providing significant storage and transmission efficiencies. They also may be
filtered, allowing for noise reduction, and they may be transmitted and reproduced without perceptible image or sound degradation. Digital formats provide users with additional benefits, including higher quality audio and video, random access to
data and superior editing capabilities. Enhanced security features such as protection against unauthorized copying and controlled and secure access also encourage content owners to release their content in digital forms.

One of the most significant barriers to the widespread adoption of digital technology had been the huge amount of data required to represent images and
sounds in a digital format, making cost-effective storage or transmission impractical. Through digital compression techniques, a substantial number of the redundancies inherent in audio and video data can be identified and eliminated, significantly
reducing the overall amount of data which needs to be retained. Compression techniques introduced in the early 1990s allowed a two-hour movie to be compressed and stored on only two video CDs with video resolution comparable to that of a standard
VHS tape. More recent techniques allow the storage of a full-length movie of more than three hours on a single DVD, with substantially improved audio and video quality and the incorporation of additional data, such as additional languages, scenes
and director and actor commentary. Even more recently, further advancements in compression technology now allow, for example, a complete high definition movie to be stored in the same space. Additionally, digital compression of video data allows
previously unmanageable amounts of data to be stored in the memory of a disk drive, thereby permitting the data to be accessed and edited easily. It also allows for easier transmission of sharper resolution pictures through a standard definition or
high definition television or set-top box. Digital audio compression allows efficient storage and delivery of multi-channel audio, making possible high-quality special effects such as multi-channel surround sound, virtual surround sound and wireless
audio delivery via two speakers or headphones. In the field of still photography, digital compression allows hundreds or even thousands of digital pictures to be stored on a single memory card, depending on the resolution desired.

To drive the implementation and speed the adoption of products based on digital formats, industry participants organized committees to define
international compression standards. The principal standards in use today include the following:



| |  |  | The Joint Photographic Experts Group, or JPEG, standard for the high quality compression of still images and the real-time, low-cost compression and decompression
of moving images;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The MPEG 1 standard, adopted by the Moving Pictures Experts Group, or MPEG, for the compression of both audio and video data at the high compression ratios
necessary for the limited storage capacity of the CD-ROM format;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The MPEG 2 standard, subsequently adopted by the Motion Pictures Experts Group, for the compression of both audio and video data, designed to provide improved
quality in broadcast and video playback applications;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The MPEG 4 standard, which is an extension of MPEG 1 and MPEG 2 that provides the ability to view, access and manipulate objects rather than pixels, which is
especially significant in video streaming, digital television, mobile multimedia and video game applications. MPEG 4 part 10 standard, also known as Advanced Video Codec (AVC) or H.264, is an addition to the MPEG 4 standard, offering significantly
improved compression efficiencies;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Xvid, DivX and MP4 file formats, which are based on the MPEG 4 standard, are used encoding high quality digital video and audio at low bit rates. These files can be
viewed on the PC with a software player, on select DVD players and portable media;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Windows Media, Microsofts standard digital media software platform for developing digital media products and services; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | Dolby Digital, developed by Dolby Laboratories, an industry standard for the compression of audio for use in multi-channel digital surround-sound systems.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



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These industry standards have enabled the growth in the following digital multimedia markets:

DVD Players and RecordersDVD players and recorders primarily use MPEG 2 video compression and Dolby Digital audio technology to provide
significantly higher quality playback or recording than is possible with VCR or video CD technology.

Standard Definition and High
Definition Televisions and Set Top BoxesDigital televisions receive digital content and process it to display a picture which has far greater resolution and sharper, more clearly defined images than televisions based on the older analog
technology. Standard definition televisions generally contain 480 lines with 720 pixels per line. High definition television, or HDTV, sets contain 1280 to 1920 pixels per line and up to 1080 lines. The aspect ratio of standard definition sets is
4:3, compared to 16:9 for HDTV. The lines may be displayed using different techniques, often referred to as interlacing or alternatively progressive scan. The capability to receive and process digital television signals can be contained in a set-top
box, which then drives a television that is capable of displaying digital content. Alternatively, this functionality can be integrated into a digital television that does not require a set-top box. Digital content is broadcast via satellite, cable
networks or over the air (terrestrial broadcast) in multiple regions throughout the world.

Mobile ProductsDigital cameras use JPEG
compression technology to capture high resolution still images that can be viewed, edited and stored on a computer system, on a recordable DVD, and or transmitted over telephone lines and computer networks. Some digital cameras are capable of
capturing and playing back quality video, using the MPEG 4 algorithm.

Products and markets are developed based on established compression
standards and additional compression technologies such as Meridian Lossless PCM, or MLP, a newer standard for DVD audio, Super Audio, or SACD, Microsoft Windows Media Audio, or WMA, Advanced Audio Codec (AAC) used in conjunction with the MPEG-4
video standard and MP3, a compression standard for the download of audio recordings from the Internet.

These established and emerging
compression standards specify data formats which enable products from different vendors to interact and permit the capture, transmission, storage and display of audio and video data in digital format. These standards do not specify the compression
methodologies to be employed or additional functionality that may be used to enhance or manipulate digital signals. These standards, therefore, do not determine image or sound quality or compression efficiency. For example, data compression may
comply with relevant standards despite being poorly processed and containing artifacts that result in image degradation in video applications or poor sound quality in audio applications. As a result, there can be significant differences in overall
image or sound quality between two solutions based on the same standard. Therefore, integrated circuit manufacturers can differentiate their products on the basis of the quality of their compression solution.

Historically, as system vendors sought compression solutions, the cost, complexity and time required to compress and decompress data imposed significant
limitations on the use of digital compression. Over the last several years, as cost-effective compression solutions have emerged, product manufacturers have increasingly sought to design and market lower-cost digital audio and video systems and
products to address an increasing number of high volume consumer applications. In addition, product manufacturers are facing competitive pressure to introduce their products more rapidly. To address these issues, OEMs continually seek to integrate
more and more functions on individual chips in order to reduce their costs, time-to-market and power consumption. They also seek solutions that can easily be integrated into their commercial and consumer products. The challenge to manufacturers of
compression integrated circuits is, therefore, to provide product manufacturers with high-quality, cost-effective, standards-based solutions that enable flexible control, image enhancement, audio effects and other functions in addition to high
quality compression solutions.

We provide feature-rich, cost-effective, standards-based solutions for a broad range of digital video,
audio and imaging applications. We were a pioneer in the development of high performance digital signal processor



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(DSP) products, and have developed expertise in integrated mixed signal circuit design, mathematical algorithms and software development, as well as
proprietary digital signal processing, and video and audio compression technologies. We apply our multi-disciplinary expertise and proprietary technologies to the development of fully-integrated solutions for high-growth multimedia markets. The key
elements of our solutions include:

Standards-Plus MethodologyWe leverage our multi-disciplinary expertise and proprietary digital
signal processing and compression technologies to develop what we refer to as standards-plus solutions. We enable OEMs to improve image and sound quality and deliver superior products to end users by adding more features around
compression standards, such as more efficient use of memory, processing and communication resources, as well as audio and image enhancement algorithms. We also provide OEMs the ability to include OEM-programmable effects and features, as well
as variable compression ratios for video. These standards-plus features allow our customers to differentiate their products from those of their competitors.

Expandable and Programmable ArchitecturesWe design our integrated circuits to enable easy adaptation for a broad range of specific applications. We can vary the architecture of our chips by adding or deleting
modules, and we can also modify the software embedded in the chips themselves to address specific applications. We also license ready-to-manufacture coresbuilding blocks of integrated circuitsthat can be integrated into our
customers chips. Combined with the enhanced functionality of our standards-plus technology, our expandable and programmable architecture facilitates product design, upgrades and customization, substantially accelerating our
customers time to market with differentiated products.

Integrated System SolutionsWe help our customers meet their total
system requirements by providing integrated products that combine hardware and software to address required system functions and features on a single integrated circuit or chip set, reducing the number of integrated circuits, and in some cases
providing a complete solution on a single chip. As a result, our customers total system cost is reduced and they can concentrate on differentiating their products from those of their competitors. For example, our COACH IC includes most of the
electronics of a digital camera on a single chip.

Cost-Effective Products We focus on reducing the size, power requirements and
number of integrated circuits necessary to perform required system functions, including compression. This reduces our customers manufacturing costs for products which incorporate our integrated circuits, and also reduces the costs of operating
those products so that our products can be used in a broader range of high volume applications. The modular nature of our architecture reduces our new product development costs, and enables our design engineers to meet our customers new
product specifications and cost parameters.

Near Production-Ready System Reference DesignsWe provide our customers with a broad
range of engineering reference boards and products complete with device driver software, embedded software and detailed schematics. These products substantially shorten our customers product design time.

Strategy

Key elements of our strategy include the
following:

Focus on Growth and High Volume ApplicationsOur strategy is to focus on providing cost-effective, high-performance
digital video, television, imaging and mobile solutions for consumer electronics and printing applications. The markets we currently target include: DVD players, digital cameras, digital televisions and set-top boxes, multimedia mobile phones, and
multifunction printing devices. In these markets we strive to introduce increasingly feature-rich products with reduced costs for our customers.

Leverage Existing Technology and ExpertiseWe intend to identify and actively pursue adjacent markets that we believe have high growth potential for our products. Our proprietary digital signal processing and compression technologies
can be used in many emerging markets where there is demand for high-quality digital video products.



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Further Penetrate Key International MarketsWe have offices in Canada, China, England, France,
India, Israel, Japan, Korea and Taiwan and the U.S. At the end of 2008, we had over 1,400 full-time, part-time and contract employees working in various office locations near our customers. We believe that by having a presence in foreign regions
near our customers we are better able to provide local application support that helps our customers deliver new consumer electronics products to market more quickly.

Extend Technological LeadershipOur years of experience in the fields of digital signal processing, integrated circuit design, algorithms and software development have enabled us to become a leader in the
development of digital audio, video, and imaging solutions. Using our multi-disciplinary expertise, we have developed new technologies for compression of digital audio, video and imaging formats. We acquired important technologies for extending our
capabilities into the growing multimedia mobile phone market and the global high definition television market. We intend to continue to invest in research and development, and to evaluate opportunities to acquire additional technologies when needed
to maintain and extend our technological leadership.

Expand Strategic PartnershipsWe work closely in the product development
process with leading manufacturers of products that incorporate our integrated circuits. We also work closely with key customers and provide them early access to our technologies. Potential products are designed to meet customer-driven product
requirements defined by us with our partners providing technological input and, in selected cases, a portion of the development funding. This strategy has enabled us to develop products with financial and other assistance while retaining ownership
of the technology and ensuring an established customer for the product once development is completed. In some cases, our strategic partners also provide sales and marketing support. We have also established long-term relationships with strategic
partners that provide manufacturing capacity and we continually seek to develop additional strategic relationships with manufacturers.

Markets and
Applications

Our products are currently used in a variety of consumer electronic devices, including the following:

Consumer Video Playback Systems

Red-laser DVD
players primarily use MPEG 2 video compression and Dolby Digital or similar audio technology to provide significantly higher quality playback than earlier generation products such as VCRs, Video CD or Super Video CD players.

Digital Television

The digital television market
represents the most significant technological shift in the consumer electronics market since color televisions were introduced in the late 1950s. Today, digital content providers broadcast programming via satellite, cable or terrestrial
(over-the-air) networks. The mix of broadcast networks varies by geographic region. For example, most digital television content in Japan and Korea is broadcast via terrestrial networks, while cable networks currently predominate in the United
States. Satellite networks offer an alternative source of content to consumers and are continuing to grow in various regions such as India. Each geographic market is subject to regulations that require compliance with different governmental
standards applicable to broadcast technology and content format. In each region, individual broadcasters also have developed their own proprietary standards for content, security and conditional access. This market requires television products,
set-top boxes, personal video recorders and other digital consumer appliances to include sophisticated integrated circuits and embedded software that address the emerging requirements of multiple broadcast networks throughout the world. The
requirement by the U.S. Federal Communications Commission, or FCC, that all new televisions contain a built-in digital receiver, has accelerated the growth of the digital television market in the U.S.



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Mobile Products

Digital cameras enable consumers to capture high resolution images, view, edit and store them on a computer system and transmit over telephone lines and computer networks. High quality copies of these images can be
printed using color printers. Digital cameras have added audio-video capture and compression capabilities enabling them to function as digital video camcorders. Digital cameras can be connected directly to a PC for downloading of pictures or movies
and to a television for display.

Many mobile phones now incorporate digital still camera and camcorder functionality. Photos and video
clip files can be immediately sent to another mobile phone or PC via email; downloaded to a printer or PC for printing or storing via wired or wireless technology. With the spread of new technology and decreased manufacturing costs, mobile phones
are including high-resolution digital camera capabilities at increasingly lower price points.

Digital Imaging Print Products

The home and office market for printers is shifting to multi-function devices that print, copy, scan and fax. In the enterprise and business segments the
use of color, as opposed to monochrome, laser printers and copiers is now commonplace.

The market for embedded software for page
description languages, or PDLs, is more mature than other areas of the imaging market. It is characterized by a small number of suppliers selling to very large OEM customers for print devices designed to be connected to a network, typically in an
enterprise. The PDL enables printers to receive a file from a PC and translate it into a set of instructions that the printer can understand and lay down on paper. In general, applications are designed to send jobs to printers using one or all of a
number of protocols or language families. Print Control Language, or PCL, originated as a Hewlett-Packard developed protocol for page printers and has become an industry standard in office environments. Both PCL 5 and PCL XL, or PCL 6, are supported
in office printers today. The application may also use the PostScript language originally developed by Adobe, which tends to be focused more on graphic arts and Apple operating system environments. More recently, printers have also offered support
for portable digital document formats that are designed to be widely viewed and shared, such as PDF, originally developed by Adobe. XML Paper Specification, or XPS, a new format, introduced by Microsoft in Windows Vista, is also being deployed as a
format in printers.

Products

We offer
products in four principal product families:



| |  |  | DVD productshigh-performance integrated system-on-a-chip solutions, including video and audio compression and decompression products based on MPEG, Dolby
Digital and other audio/video standards for use in red laser DVD players and related products.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | DTV productshigh-performance, highly integrated ASICs and system-on-a-chip solutions for standard and high definition digital television products including
televisions, set top boxes, ATSC converter boxes, personal video recorders, digital video recorders, as well as platforms, drivers and software stacks for a variety of operating systems required for digital television applications that support
regional standards emerging around the world.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Mobile productshighly integrated digital camera processors and multimedia mobile phone processors including image signal processing, image and video
compression and decompression products based on JPEG, MPEG 4, H.264 and other technologies for the digital camera and multimedia mobile phone markets.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Digital imaging productsIC-based controller products and PDL software for both consumer and enterprise printers.
| | - |  | -----------------------------------------------------------------------------------------------------------------



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The following table lists our principal integrated circuits currently in production, as well as the most
recent versions of our printer software products:



|                |  |                                                       |  |                                                                                               
|--------------- |  | ----------------------------------------------------- |  | ----------------------------------------------------------------------------------------------
|Product Family  |  | Principal Products                                    |  | Principal Applications                                                                        
|DVD             |  |         Vaddis® integrated DVD
processors            |  | DVD players and related products                                                              
|                |  |         HDXtreme® multimedia
upscaler                |  | DVD players and related products                                                              
|                |  |                                                      
|DTV             |  |         SupraTV® integrated SD
processors            |  | Set-top boxes and ATSC converter boxes                                                        
|                |  |         SupraHD® integrated
processors               |  | High definition LCD televisions                                                               
|                |  |                                                      
|Mobile          |  |         COACH Digital camera processors              |  | Digital cameras and camcorders                                                                
|                |  |         APPROACH® multimedia
application coprocessor |  | Cellular multimedia camera phones                                                             
|                |  |                                                      
|Digital Imaging |  |         Quatro® digital printing
processors          |  | All-in-one inkjet, laser printers, color laser multi-function printers and high-speed scanners
|                |  |         IPS printing software                        |  | Print devices connected to Microsoft operating systems and to networks                        

Zoran, the Zoran logo, APPROACH, HDXtreme, Quatro, SupraHD, SupraTV and Vaddis are trademarks or
registered trademarks of Zoran Corporation and its subsidiaries in the United States and other countries. All other names and brands may be claimed as property of others.

DVDOur Vaddis® processors
performs all the audio and video decoding and display requirements of the DVD specifications, including MPEG 2 audio and video decoding, Dolby Digital, DivX and MLP audio decoding, on-screen display, decryption required for copyright protection and
presentation of graphic information. The HDXtreme® technology allows DVD playback and viewing of JPEG pictures on an HDTV with an HDMI interface in a resolution of up to 1080p. We also
provide DVD player reference designs based on our Vaddis® product family that help our customers accelerate time to market for their products.

DTVOur DTV Division offers integrated circuit products for both high definition and
standard definition formats for digital televisions, set top boxes and related applications, including personal video recorders. Our system-on-a-chip products utilize advanced CPUs (or advanced design) resulting in higher performance with lower
power consumption and our highly integrated SupraHD® product line addresses the mainstream market segment as well as high-end and entry-level segments of the digital television and
analog-to-digital broadcast transition markets. In the Set-top box domain we are shipping our products to the China cable and Europe free-to-air market.

MobileOur COACH processors are integrated system-on-a-chip solutions that include most of
the electronics of a digital camera, which can be connected directly to a high-resolution CCD or CMOS sensor. The COACH IC processes the video information in real time, compresses the captured image in real time, while interfacing to an LCD, TV or
micro display and to all types of flash memory. Among the unique capabilities of the COACH product is the ability to transfer in real time, over a USB bus, high quality video to the PC and function as a PC video camera. The COACH products also allow
for direct connection to a printer, including color correction and special effects, for the non-PC consumer environment. The COACH product is supplemented by digital camera reference designs, CamON and CamMini, products which
shorten the time to market for Zorans customers. The newest COACH processors utilize MPEG-4 and H.264 codecs to incorporate basic digital camcorder capabilities for displaying video clips on a PC or TV. Our Mobile Products Division also offers
mobile multimedia camera phone products. Our APPROACH® media processors support a variety of multimedia functions, including best-in-class ISP image quality, enhanced video play and record
capabilities, multi-standard end-to-end Mobile TV decoding, integrated TV-out, and High Speed USB 2.0.

Digital ImagingOur Quatro® products address both the consumer market for personal printers and the business market for A4 laser printers and
multi-function printers. The Quatro® product is a programmable SOC



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solution for imaging and printing appliances, including multifunction color inkjet and laser devices that feature print, copy, scan and fax. Quatro® ASICs are designed for mid-range and entry level inkjet printers, as well as business oriented laser printers for the networked enterprise. IPS modular, scalable embedded software products
provide processing and control functions for document imaging peripheral devices supporting all common page description languages.

Customers

Our customers consist primarily of original equipment manufacturers (OEMs), original design manufacturers (ODMs), and resellers in both
domestic and international markets. Because we leverage our technologies across different markets, certain of our integrated circuits may be incorporated into equipment used in several markets. ODMs provide design and/or manufacturing services to
branded and private label resellers and OEMs. Our sales and marketing teams work closely with our customers to define product features, performance and timing of new products so that the products we are developing meet the needs of our customers. We
also employ application engineers to assist our customers in designing, testing and qualifying system designs that incorporate our products in order to assist in optimizing product compatibility. We believe that our commitment to customer service
and design support improves our customers time-to-market and fosters relationships that encourage customers to use the next generation of our products.

In 2008 three customers accounted for 13%, 10% and 10% of our total revenues, respectively.

Research and Development

We believe that our future success depends on our ability to continue to enhance our existing products and to develop new products that
maintain technological competitiveness and compliance with new standards in rapidly evolving consumer-oriented digital audio and video markets. We attempt to leverage our expertise in the fields of digital signal processing, integrated circuit
design, algorithms and software development to maintain our position as a leader in the development of digital audio, video and imaging solutions. Accordingly, we devote a significant portion of our resources to maintaining and upgrading our
products to reduce integrated circuit cost, feature size, power consumption and the number of integrated circuits required to perform compression and other functions necessary for the evolving digital audio, video and imaging application markets. In
addition, we seek to design integrated circuits and cores, as well as near production-ready reference designs which reduce the time needed by manufacturers to integrate our ICs into their own products.

We have historically generated a portion of our revenues from development contracts with our strategic partners. These development contracts provide that
we will receive payments upon reaching certain development milestones and that we will retain ownership of the intellectual property developed. Development contracts have enabled us to fund portions of our product development efforts, to respond to
the feature requirements of our customers, to accelerate the incorporation of our products into our customers products and to accelerate the time-to-market of our customers products. We anticipate, however, that in the future,
development contracts with strategic partners will fund a smaller portion of our development efforts than in the past.

We are a party to
research and development agreements with the Chief Scientist in Israels Ministry of Industry and Trade and the Israel-United States Bi-national Industrial Research and Development Foundation. These organizations fund up to 50% of incurred
costs for approved projects up to contract maximums. The agreements require us to use our best efforts to achieve specified results and to pay royalties at rates of 3% to 5% of resulting product sales and up to 30% of resulting license revenues, up
to a maximum of 100% to 150% of the total funding received. Reported research and development expenses are net of these grants, which fluctuate from period to period. The amounts received in 2008 and 2007 were immaterial. There were no grant
receipts in 2006. The terms of Israeli government funding include restrictions on the location of research and development activities, and the terms of the grants from the Chief Scientist prohibit the transfer of technology developed pursuant to
these grants to any person without the prior written consent of the Chief Scientist.



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Sales and Marketing

Our sales and marketing strategy is to focus on providing solutions to manufacturers seeking to design audio, video and imaging products for existing and emerging high volume consumer applications. In cooperation with
leading manufacturers of audio, video and imaging equipment in the commercial and consumer markets, we attempt to identify market segments which have the potential for substantial growth. To implement our strategy, we have established a worldwide
direct sales force in offices located near our key customers and strategic partners, and a worldwide network of independent sales representatives and resellers. In some cases, our strategic partners also provide sales and marketing support.

Our sales are generally made pursuant to purchase orders received between one and six months prior to the scheduled delivery date. We sell
our products primarily through our direct sales staff, field application engineers, and customer service staff located in the United States and internationally. Our United States sales staff is primarily responsible for sales in North America,
Europe and South America. Sales management and sales operations staff also reside in the United States. Our sales and field application engineers in China, Japan, Korea and Taiwan are responsible for marketing and technical support in their
respective regions. In addition, we sell our products indirectly through selected resellers and commissioned sales representatives. To date, we have not experienced material product returns or warranty expense.

We have offices in Shenzhen, China as part of our effort to capture a leadership position in the Chinese digital audio and video markets and offices in
Taipei and Hsinchu, Taiwan in an effort to better address the video, imaging and digital camera market. In addition, we operate sales support offices in Hong Kong, India, Korea and Taiwan that provide sales, applications and customer support.

We distribute our products in Japan primarily through resellers. We operate an office in Tokyo to help promote our products in Japan, to
assist with the marketing of products not sold through resellers, such as integrated circuit cores and certain digital camera, digital video, digital television, and imaging products, and to provide applications support to some of our customers.

Backlog

Sales of our products are
made pursuant to firm purchase orders. However, sometimes we allow customers to cancel or reschedule deliveries. In addition, purchase orders are subject to price renegotiations and to changes in quantities of products ordered as a result of changes
in customers requirements and manufacturing availability. Our ability to order products can carry lead times of between four and sixteen weeks; however, most of our business is characterized by short lead times and quick delivery schedules. As
a result of these factors, we do not believe that backlog at any given time is a meaningful indicator of future sales.

Manufacturing

We contract our wafer fabrication, assembly and testing to independent foundries and contractors, which enables us to focus on our design strengths,
minimize fixed costs and capital expenditures and gain access to advanced manufacturing facilities. Our engineers work closely with our foundry partners and subcontractors to increase yields, lower manufacturing costs and assure quality. Most of our
devices are currently fabricated using standard complementary metal oxide semiconductor process technology with 0.08 micron to 0.18 micron feature sizes.

Our primary foundry is Taiwan Semiconductor Manufacturing Company, or TSMC, which has manufactured integrated circuits for us since 1987. TSMC and Tower Semiconductor Ltd. are currently manufacturing our DVD, DTV,
imaging and mobile products. LSI Corporation is providing turn-key manufacturing for one high-end laser-printer product. Our independent foundries fabricate products for other companies and may also produce products of their own design. Most of our
semiconductor products are currently being assembled by one of two independent contractors and tested by those contractors or other independent contractors. Our primary services company for assembly and testing is Advanced Semiconductor Engineering
Inc.



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We currently purchase products from all of our foundries under individually negotiated purchase orders.
We do not currently have a long-term supply contract with TSMC, and therefore TSMC is not obligated to manufacture products for us for any specific period, in any specific quantity or at any specified price, except as may be provided in a particular
purchase order.

Competition

Our
existing and potential competitors include many large domestic and international companies that have substantially greater finance, manufacturing, technology, marketing and distribution resources than we have.

Some of these competitors also have broader product lines and longer standing relationships with customers than we do. Some of our principal competitors
maintain their own semiconductor foundries and may therefore benefit from capacity, cost and technical advantages. Our principal competitors in the integrated audio and video devices for DVD applications include MediaTek Inc. and Sunplus Technology
Co. Ltd. In the markets for digital cameras, our principal competitors are in-house solutions developed and used by major Japanese OEMs, as well as products sold by Ambarella, Fujitsu, MediaTek Inc., Novatech, Sunplus and Texas Instruments, Inc. In
the market for multimedia acceleration for mobile phones, our principal competitors include AMD, Broadcom Corp., CoreLogic, MtekVision Co. Ltd., nVidia and Telechips Inc. Our principal competitors for digital semiconductor devices in the digital
television market include Broadcom Corp., M-Star, Mediatek Inc. and ST Microelectronics. Others who also participate in this market are Micronas, NXP and Trident Microsystems, Inc. Competitors in the printer and multifunction peripheral space
include Adobe, Conexant Systems, Inc., Global Graphics, Marvell Semiconductor, Inc. and in-house captive suppliers.

We believe that our
ability to compete successfully in the rapidly evolving markets for high performance audio, video and imaging technology depends on a number of factors, including the following:



| |  |  | quality, performance, features and price of our products;
| | - |  | ---------------------------------------------------------



| |  |  | the timing and success of new product introductions by Zoran, our customers and our competitors;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | the emergence of new industry standards;
| | - |  | ----------------------------------------



| |  |  | ability to obtain adequate foundry capacity;
| | - |  | --------------------------------------------



| |  |  | the number and nature of our competitors in a given market; and
| | - |  | ---------------------------------------------------------------



| |  |  | general market and economic conditions.
| | - |  | ---------------------------------------

The markets in which we compete are intensely competitive and are characterized by rapid technological change, declining average unit selling prices and rapid product obsolescence. We expect competition to increase in the future from
existing competitors and from other companies that may enter our existing or future markets with solutions which may be less costly or provide higher performance or more desirable features than our products.

Historically, average unit selling prices (ASPs) in the semiconductor industry in general, and for our products in particular, have decreased over the
life of a particular product. We expect that the ASPs of our products will continue to be subject to significant pricing pressures. In order to offset expected declines in the ASPs of our products, we seek to continually reduce the cost of our
products and continue to integrate additional functions into our ICs. We intend to accomplish this by implementing design changes that integrate additional functionality, lower the cost of manufacturing, assembly and testing, by negotiating reduced
charges at our foundries as, and if, volumes increase, and by successfully managing our manufacturing and subcontracting relationships. Since we do not operate our own manufacturing, assembly or testing facilities, we may not be able to reduce our
costs as rapidly as companies that operate their own facilities. If we fail to introduce lower cost versions of our products in a timely manner or to successfully manage our manufacturing, assembly and testing relationships, our business would be
harmed.



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Proprietary Rights and Licenses

Our ability to compete successfully is dependent in part upon our ability to protect our proprietary technology and information. Although we rely on a combination of patents, copyrights, trademarks, trade secret laws
and licensing arrangements to protect some of our intellectual property, we believe that factors such as the technological and creative skills of our personnel and the success of our ongoing product development efforts are more important in
maintaining our competitive position. We generally enter into confidentiality or license agreements with our employees, resellers, customers and potential customers and limit access to our proprietary information. We currently hold 337 issued
patents worldwide, and have additional patent applications pending. Our intellectual property rights, if challenged, may not be upheld as valid, may not be adequate to prevent misappropriation of our technology, or may not prevent the development of
competitive products. Additionally, we may not be able to obtain patents or other intellectual property protection in the future. In particular, the existence of several consortiums or standards bodies that license patents relating to various
standards for consumer electronics and digital technology have created uncertainty with respect to the use and enforceability of patents implementing those standards. Furthermore, the laws of certain foreign countries in which our products are or
may be developed, manufactured or sold, including various countries in Asia, may not protect our products or intellectual property rights to the same extent as do the laws of the United States and, thus, make the possibility of piracy of our
technology and products more likely in these countries.

The semiconductor industry is characterized by vigorous protection and pursuit of
intellectual property rights, which have resulted in significant and often protracted and expensive litigation. We or our customers from time to time are notified of claims that we may be infringing patents or other intellectual property rights
owned by third parties. We have been subject to intellectual property claims and litigation in the past. See Item 3Legal Proceedings. We may be subject to additional claims and litigation in the future. In particular, given the
uncertainty discussed above regarding patents relating to the consumer electronics or digital technology standards, it is difficult for us to assess the possibility that our activities in these fields may give rise to future patent infringement
claims. Litigation by or against us relating to patent infringement or other intellectual property matters could result in significant expense to us and divert the efforts of our technical and management personnel, whether or not such litigation
results in a determination favorable to us. In the event of an adverse result in any such litigation, we could be required to pay substantial damages, cease the manufacture, use and sale of infringing products, expend significant resources to
develop non-infringing technology, discontinue the use of certain processes or obtain licenses to the infringing technology. Licenses may not be offered on fair or reasonable terms or the terms of any offered licenses may not be acceptable to us. If
we fail to obtain a license from a third party for technology that it uses, we could incur substantial liabilities and be forced to suspend the manufacture of products, or the use by our foundries of certain processes.

We have non-exclusive licenses from various third parties. Some of the licenses are for technologies that are required to develop our products while
others allow us to sell our products enabled with the third parties respective technologies. The majority of these agreements do not require us to pay royalties. Under most of our agreements, we may sell such third party enabled products only to
customers who are licensees of such third parties. We rely on our customers to enter into license agreements directly with the third parties pursuant to which they pay royalties and or license fees. The failure or refusal of potential customers to
enter into license agreement with such third parties in the future could harm our sales.

Employees

As of December 31, 2008, we had 1,411 employees, including 634 employees primarily involved in research and development activities, 616 in marketing
and sales, 128 in finance, human resources, information systems, legal and administration, and 33 in manufacturing control and quality assurance. We had 488 employees based in Israel, primarily involved in engineering and research and development,
203 employees at our facility in Sunnyvale, California and 142 employees at our facility in Burlington Massachusetts. We have 327 employees in our China office. Other employees are located in our international offices in Canada, England, France,
India, Japan, Korea and Taiwan. We believe that our future success depends in large part on our ability to attract and retain highly-skilled, engineering, managerial, sales and marketing personnel. Competition for such personnel is intense. Our
employees are not represented by any collective bargaining unit, and we have never experienced a work stoppage. We believe that our employee relations are good.



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Item 1ARisk Factors

Our future business, operating results and financial condition are subject to various risks and uncertainties, including those described below.

Our annual revenues and operating results fluctuate due to a variety of factors, which may result in volatility or a decline in the prices of our
common stock.

Our historical operating results have varied significantly from period to period due to a number of factors, including:



| |  |  | fluctuation in demand for our products including reduced demand resulting from economic slowdowns and general business conditions;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | the timing of new product introductions or enhancements by us and our competitors;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | the level of market acceptance of new and enhanced versions of our products and our customers products;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | the timing or cancellation of large customer orders;
| | - |  | ----------------------------------------------------



| |  |  | the length and variability of the sales cycle for our products;
| | - |  | ---------------------------------------------------------------



| |  |  | pricing policy changes by us and by our competitors and suppliers;
| | - |  | ------------------------------------------------------------------



| |  |  | the cyclical nature of the semiconductor industry;
| | - |  | --------------------------------------------------



| |  |  | the availability of development funding and the timing of development revenue;
| | - |  | ------------------------------------------------------------------------------



| |  |  | changes in the mix of products sold;
| | - |  | ------------------------------------



| |  |  | seasonality in demand for our products;
| | - |  | ---------------------------------------



| |  |  | increased competition in product lines, and competitive pricing pressures; and
| | - |  | ------------------------------------------------------------------------------



| |  |  | the evolving and unpredictable nature of the markets for products incorporating our integrated circuits and embedded software.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------

We expect that our operating results will continue to fluctuate in the future as a result of these factors and a variety of other factors, including:



| |  |  | the cost and availability of adequate foundry capacity;
| | - |  | -------------------------------------------------------



| |  |  | fluctuations in manufacturing yields;
| | - |  | -------------------------------------



| |  |  | changes in or the emergence of new industry standards;
| | - |  | ------------------------------------------------------



| |  |  | failure to anticipate changing customer product requirements;
| | - |  | -------------------------------------------------------------



| |  |  | the loss or gain of important customers;
| | - |  | ----------------------------------------



| |  |  | product obsolescence; and
| | - |  | -------------------------



| |  |  | the amount of research and development expenses associated with new product introductions.
| | - |  | ------------------------------------------------------------------------------------------

Our operating results could also be harmed by:



| |  |  | economic conditions generally or in various geographic areas where we or our customers do business;
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | financial instability as a result of problems with mortgage-related securities, liquidity of financial institutions, and credit market problems;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | terrorism and international conflicts or other crises;
| | - |  | ------------------------------------------------------



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| |  |  | other conditions affecting the timing of customer orders;
| | - |  | ---------------------------------------------------------



| |  |  | changes in governmental regulations that could affect our products;
| | - |  | -------------------------------------------------------------------



| |  |  | a downturn in the markets for our customers products, particularly the consumer electronics market;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | disruption in commercial activities associated with heightened security concerns affecting international travel and commerce;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | reduced demand for consumer electronic products due to an economic slowdown;
| | - |  | ----------------------------------------------------------------------------



| |  |  | an inability to hold our auction rate securities for a sufficient time to allow the market activity to recover;
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | tightened immigration controls that may adversely affect the residence status of key non-U.S. managers and technical employees in our U.S. facilities or our ability
to hire new non-U.S. employees in such facilities; or
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | further worsening or expansion of armed conflict in the Middle East which could adversely affect our operations in Israel.
| | - |  | --------------------------------------------------------------------------------------------------------------------------

These factors are difficult or impossible to forecast. We place orders with independent foundries several months in advance of the scheduled delivery
date, often in advance of receiving non-cancelable orders from our customers. This limits our ability to react to fluctuations in demand for their products. If anticipated shipments in any quarter are canceled or do not occur as quickly as expected,
or if we fail to foresee a technology change that could render a product obsolete, expense and inventory levels could be disproportionately high. If anticipated license revenues in any quarter are canceled or do not occur, gross margins may be
reduced.

A significant portion of our expenses are relatively fixed, and the timing of increases in expenses is based in large part on our
forecast of future revenues. As a result, if revenues do not meet our expectations, we may be unable to quickly adjust expenses to levels appropriate to actual revenues, which could harm our operating results.

Our customers experience fluctuating product cycles and seasonality, which causes their sales to fluctuate.

Because the markets that our customers serve are characterized by numerous new product introductions and rapid product enhancements, our operating results
may vary significantly from quarter to quarter. During the final production of a mature product, our customers typically exhaust their existing inventories of our products. Consequently, orders for our products may decline in those circumstances,
even if the products are incorporated into both mature products and replacement products. A delay in a customers transition to commercial production of a replacement product would delay our ability to recover the lost sales from the
discontinuation of the related mature product. Our customers also experience significant seasonality in the sales of their consumer products, which affects their orders of our products. Typically, the second half of the calendar year represents a
disproportionate percentage of sales for our customers due to the holiday shopping period for consumer electronics products, and therefore, a disproportionate percentage of our sales. We expect these seasonal sales fluctuations to continue for the
foreseeable future and an economic slowdown could increase the seasonal decline in sales that we typically see in the first half of the calendar year.

Our ability to match production mix with the product mix needed to fill current orders and orders to be delivered in the given quarter may affect our ability to meet that quarters revenue forecast. In addition,
when responding to customers requests for shorter shipment lead times, we manufacture products based on forecasts of customers demands. These forecasts are based on multiple assumptions. If we inaccurately forecast customer demand, we
may hold inadequate, excess or obsolete inventory that would reduce our profit margins and adversely affect our results of operations and financial condition.



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The worldwide economic downturn and other adverse economic factors would be likely to reduce our sales and revenues,
increase our expenses and hurt our profitability, results of operations and financial condition.

The current worldwide economic
downturn has reduced and is likely to further reduce consumer spending on products made by our customers. Other factors, such as unemployment levels, inflation, deflation, fuel and energy costs, consumer debt levels, interest rates and tax rates,
may also reduce overall consumer spending or shift consumer spending to products other than those made by our customers. Reduced sales by our customers could hurt our business by reducing demand for our products. Moreover, if customers are not
successful in generating sufficient revenue or are precluded from securing financing, they may not be able to pay, or may delay payment of, accounts receivable that are owed to us. Lower net sales of our products and reduced payment capacity of our
customers would reduce our immediate and future revenues. In addition, our expenses could rise due to, among others, fluctuations of the value of United States dollar, changes in interest and tax rates, decreased inventory turnover, increases in
vendor prices, and reduced vendor output. Such reduction of our revenues and increase of our expenses would hurt our profitability and adversely affect our results of operations and financial condition. In preparing our financial statements, we are
required to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes, and some of those estimates are based on our forecasts of future results. The current volatility in the worldwide economy
increases the risk that our actual results will differ materially from our forecasts, requiring adjustments in future filings.

Trends in global credit
markets could result in insolvency of our key suppliers or customers, and customer inability to finance purchases of our products.

Furthermore, the credit market crisis (including uncertainties with respect to financial institutions and the global capital markets) and other macro-economic challenges currently affecting the economy of the United States and other parts
of the world may adversely affect our customers and suppliers. As a result of these conditions, our customers may experience cash flow problems and may modify, delay or cancel plans to purchase our products. If our customers are unable to finance
purchases of our products, our sales will be adversely affected.

Similarly, current economic and credit conditions may cause our suppliers
to increase their prices or reduce their output, which could increase our expenses or impair our sales. Moreover, if one of our key suppliers were to become insolvent, we may not be able to find a suitable substitute in a timely manner and our cost
of production may increase. If economic and credit conditions in the United States and other key markets deteriorate further or do not show improvement, our business and operating results may be adversely affected.

Our products are characterized by average selling prices that typically decline over relatively short time periods; if we are unable to reduce our costs or introduce
new products with higher average selling prices, our financial results will suffer.

Average selling prices for our products typically
decline over relatively short time periods, while many of our manufacturing costs are fixed. When our average selling prices decline, our revenues decline unless we are able to sell more units and our gross margins decline unless we are able to
reduce our manufacturing costs by a commensurate amount. Our operating results suffer when gross margins decline. We have experienced these problems, and we expect to continue to experience them in the future, although we cannot predict when they
may occur or how severe they will be.

Our operating results may be harmed by cyclical and volatile conditions in the markets we address. As a result,
our business, financial condition and results of operations could be materially and adversely affected.

We operate in the semiconductor
industry, which is cyclical and from time to time has experienced significant downturns. Downturns in the industry often occur in connection with, or anticipation of, maturing



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product cycles for semiconductor companies and their customers, and declines in general economic conditions. These downturns can cause abrupt fluctuations in
product demand, production over-capacity and accelerated decline of average selling prices. The recent emergence of a number of negative economic factors and the downturn in our industry could harm our revenue and our results of operations. Any
downturn in the semiconductor industry may be severe and prolonged. The semiconductor industry also periodically experiences increased demand and production capacity constraints, which may affect our revenue if we are unable to ship products to meet
customer requirements.

The recent worldwide economic downturn makes it extremely difficult for our customers, our vendors and us to
accurately forecast and plan future business activities. This downturn could delay and/or lengthen sales cycles by causing U.S. and foreign businesses to slow or postpone spending on our products and services. We cannot predict the timing, strength
or duration of any economic slowdown or subsequent economic recovery, worldwide, or in the semiconductor industry. The combination of our lengthy sales cycle coupled with challenging macroeconomic conditions could have a synergistic negative impact
on the results of our operations.

Our success for the foreseeable future will depend on our ability to develop and market new products in the digital
markets.

In recent years, we have derived a majority of our product revenues from the sale of integrated circuits for DVD and digital
camera applications. We expect that sales of our products for these applications will account for a smaller portion of our revenues in the foreseeable future. Our future financial performance will depend on our ability to successfully develop and
market new products in the digital television, HDTV and digital imaging markets. If the markets for these products and applications decline or fail to develop as expected, or we are not successful in our efforts to market and sell our products to
manufacturers who incorporate integrated circuits into these products, our financial results will be harmed.

Our financial performance is highly
dependent on the timely and successful introduction of new and enhanced products.

Our financial performance depends in large part on
our ability to successfully develop and market next-generation and new products in a rapidly changing technological environment. If we fail to successfully identify new product opportunities and timely develop and introduce new products that achieve
market acceptance, we may lose our market share and our future revenues and earnings may suffer.

In the consumer electronics market, our
performance has been dependent on our successful development and timely introduction of integrated circuits for DVD players, digital cameras, multimedia accelerators for mobile phones, digital televisions, set top boxes and digital imaging products.
These markets are characterized by the incorporation of a steadily increasing level of integration and numbers of features on a chip at the same or lower system cost, enabling original equipment manufacturers, or OEMs, to continually improve the
features or reduce the prices of the systems they sell. If we are unable to continually develop and introduce integrated circuits with increasing levels of integration and new features at competitive prices, our operating results will suffer.

In the Imaging market, our performance has been dependent on our successful development and timely introduction of integrated circuits for
printers and multi-function peripherals. These markets are characterized by the incorporation of a steadily increasing level of integration and higher speeds on a chip at the same or lower system cost, enabling OEMs to improve the performance and
features or reduce the prices of the systems they sell. If we are unable to develop and introduce integrated circuits with increasing levels of integration, performance and new features at competitive prices, our operating results will suffer. The
performance of our software licensing business is dependent on our ability to develop and introduce new releases of our software, which incorporate new or enhanced printing standards, as well as performance enhancements required by our OEM
customers. If we are unable to develop and release versions of our software supporting required standards and offering enhanced performance, our operating results will suffer.



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We face competition or potential competition from companies with greater resources than ours, and if we are unable to
compete effectively with these companies, our market share may decline and our business could be harmed.

The markets in which we
compete are intensely competitive and are characterized by rapid technological change, declining average unit selling prices and rapid product obsolescence. We expect competition to increase in the future from existing competitors and from other
companies that may enter our existing or future markets with solutions which may be less costly or provide higher performance or more desirable features than our products. Competition typically occurs at the design stage, when customers evaluate
alternative design approaches requiring integrated circuits. Because of short product life cycles, there are frequent design win competitions for next-generation systems.

Our existing and potential competitors include many large domestic and international companies that have substantially greater financial, manufacturing, technological, market, distribution and other resources. These
competitors may also have broader product lines and longer standing relationships with customers and suppliers than we have.

Some of our
principal competitors maintain their own semiconductor foundries and may therefore benefit from capacity, cost and technical advantages. Our principal competitors in the integrated audio and video devices for DVD applications include MediaTek Inc.
and Sunplus Technology Co. Ltd. In the markets for digital cameras, our principal competitors are in-house solutions developed and used by major Japanese OEMs, as well as products sold by Ambarella, Fujitsu, MediaTek Inc., Novatech, Sunplus and
Texas Instruments, Inc. In the market for multimedia acceleration for mobile phones, our principal competitors include AMD, Broadcom Corp., CoreLogic, MtekVision Co.Ltd., nVidia and Telechips Inc. Our principal competitors for digital semiconductor
devices in the digital television market include Broadcom Corp., M-Star, Mediatek Inc. and ST Microelectronics. Others who also participate in this market are Micronas, NXP and Trident Microsystems, Inc. Competitors in the printer and multifunction
peripheral space include Adobe, Conexant Systems, Inc., Global Graphics, Marvell Semiconductor, Inc. and in-house captive suppliers.

The
DVD player market has slowed, and continued competition will lead to further price reductions and reduced profit margins. We also face significant competition in the digital imaging and digital camera markets. The future growth of both markets is
highly dependent on OEMs continuing to outsource an increasing portion of their product development work. Many of our existing competitors, as well as OEM customers that are expected to compete with us in the future, have substantially greater
financial, manufacturing, technical, marketing, distribution and other resources, broader product lines and longer standing relationships with customers than we have. In addition, much of our future success is dependent on the success of our OEM
customers. If we or our OEM customers are unable to compete successfully against current and future competitors, we could experience price reductions, order cancellations and reduced gross margins, any one of which could harm our business.

We must keep pace with rapid technological changes and evolving industry standards to remain competitive.

Our future success will depend on our ability to anticipate and adapt to changes in technology and industry standards and our customers changing
demands. The consumer electronics market, in particular, is characterized by rapidly changing technology, evolving industry standards, frequent new product introductions, short product life cycles and increasing demand for higher levels of
integration. Our ability to adapt to these changes and to anticipate future standards, and the rate of adoption and acceptance of those standards, will be a significant factor in maintaining or improving our competitive position and prospects for
growth. If new industry standards emerge, our products or the products of our customers could become unmarketable or obsolete, and we could lose market share or be required to incur substantial unanticipated costs to comply with these new standards.

Our success will also depend on the successful development of new markets and the application and acceptance of new technologies and
products in those new markets. For example, our success will depend on the ability of our customers to develop new products and enhance existing products in the digital television and



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set-top box markets and to introduce and promote those products successfully. These markets may not continue to develop to the extent or in the time periods
that we currently anticipate due to factors outside our control. If new markets do not develop as we anticipate, or if our products do not gain widespread acceptance in these markets, our business, financial condition and results of operations could
be harmed. The emergence of new markets for our products is also dependent in part upon third parties developing and marketing content in a format compatible with commercial and consumer products that incorporate our products. If this content is not
available, manufacturers may not be able to sell products incorporating our products, and our sales would suffer.

Our new frame rate conversion
technology remains unproven, and if it is not accepted by our customers, our financial results and ability to compete could be harmed.

Through our acquisition of Let It Wave in June 2008, we acquired a frame rate conversion technology that is currently under development. We plan to continue to invest in developing this technology and to make it available for customer
integration in the future. There is no assurance, however, that this new technology will be accepted by our customers. In addition, our competitors may develop a superior performance image processing technology and introduce it in the market before
us. If we cannot successfully market and sell our new frame rate conversion technology, we will not be able to recoup our costs of acquiring Let It Wave and further development costs for this technology, and our financial results and ability to
compete could be adversely affected.

We rely on independent foundries and contractors for the manufacture, assembly and testing of our integrated
circuits and other hardware products, and the failure of any of these third parties to deliver products or otherwise perform as requested could damage our relationships with our customers and harm our sales and financial results.

We do not operate any manufacturing facilities, and we rely on independent foundries to manufacture substantially all of our products. These independent
foundries fabricate products for other companies and may also produce products of their own design. From time to time, there are manufacturing capacity shortages in the semiconductor industry. We do not have long-term supply contracts with any of
our suppliers, including our principal supplier Taiwan Semiconductor Manufacturing Company, or TSMC, and our principal assembly houses. Therefore, TSMC and our other suppliers are not obligated to manufacture products for us for any specific period,
in any specific quantity or at any specified price, except as may be provided in a particular purchase order.

Our reliance on independent
foundries involves a number of risks, including:



| |  |  | the inability to obtain adequate manufacturing capacity;
| | - |  | --------------------------------------------------------



| |  |  | the unavailability of or interruption of access to certain process technologies necessary for manufacture of our products;
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | lack of control over delivery schedules;
| | - |  | ----------------------------------------



| |  |  | lack of control over quality assurance;
| | - |  | ---------------------------------------



| |  |  | lack of control over manufacturing yields and cost; and
| | - |  | -------------------------------------------------------



| |  |  | potential misappropriation of our intellectual property.
| | - |  | --------------------------------------------------------

In addition, TSMC and some of our other foundries are located in areas of the world that are subject to natural disasters such as earthquakes. While the 1999 earthquake in Taiwan did not have a material impact on our
independent foundries, a similar event centered near TSMCs facility could severely reduce TSMCs ability to manufacture our integrated circuits. The loss of any of our manufacturers as a supplier, our inability to expand the supply of
their products in response to increased demand, or our inability to obtain timely and adequate deliveries from our current or future suppliers due to a natural disaster or any other reason could delay or reduce shipments of our products. Any of
these circumstances could damage our relationships with current and prospective customers and harm our sales and financial results.



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We also rely on a limited number of independent contractors for the assembly and testing of our products.
Our reliance on independent assembly and testing houses limits our control over delivery schedules, quality assurance and product cost. Disruptions in the services provided by our assembly or testing houses or other circumstances that would require
them to seek alternative sources of assembly or testing could lead to supply constraints or delays in the delivery of our products. These constraints or delays could damage our relationships with current and prospective customers and harm our
financial results.

Because foundry capacity is limited from time to time, we may be required to enter into costly long-term supply arrangements to
secure foundry capacity.

If we are not able to obtain additional foundry capacity as required, our relationships with our customers
would be harmed and our sales would likely be reduced. In order to secure additional foundry capacity, we have considered, and may in the future need to consider, various arrangements with suppliers, which could include, among others:



| |  |  | option payments or other prepayments to a foundry;
| | - |  | --------------------------------------------------



| |  |  | nonrefundable deposits with or loans to foundries in exchange for capacity commitments;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | contracts that commit us to purchase specified quantities of silicon wafers over extended periods;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | issuance of our equity securities to a foundry;
| | - |  | -----------------------------------------------



| |  |  | investment in a foundry;
| | - |  | ------------------------



| |  |  | joint ventures; or
| | - |  | ------------------



| |  |  | other partnership relationships with foundries.
| | - |  | -----------------------------------------------

We may not be able to make any such arrangement in a timely fashion or at all, and such arrangements, if any, may not be on terms favorable to us. Moreover, if we are able to secure foundry capacity, we may be
obligated to utilize all of that capacity or incur penalties. Such penalties may be expensive and could harm our financial results.

If our independent
foundries do not achieve satisfactory yields, our relationships with our customers may be harmed.

The fabrication of silicon wafers is
a complex process. Minute levels of contaminants in the manufacturing environment, defects in photo masks used to print circuits on a wafer, difficulties in the fabrication process or other factors can cause a substantial portion of the integrated
circuits on a wafer to be non-functional. Many of these problems are difficult to detect at an early stage of the manufacturing process and may be time consuming and expensive to correct. As a result, foundries often experience problems achieving
acceptable yields, which are represented by the number of good integrated circuits as a proportion of the number of total integrated circuits on any particular wafer. Poor yields from our independent foundries would reduce our ability to deliver our
products to customers, harm our relationships with our customers and harm our business.

We are dependent upon our international sales and operations;
economic, political or military events in a country where we make significant sales or have significant operations could interfere with our success or operations there and harm our business.

During 2008, 93% of our total revenues were derived outside of North America. We anticipate that international sales will continue to account for a
substantial majority of our total revenues for the foreseeable future. Substantially all of our semiconductor products are manufactured, assembled and tested outside of the United States by independent foundries and subcontractors.



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We are subject to a variety of risks inherent in doing business internationally, including:



| |  |  | operating in new countries where we have limited or no experience;
| | - |  | ------------------------------------------------------------------



| |  |  | unexpected changes in regulatory requirements;
| | - |  | ----------------------------------------------



| |  |  | fluctuations in exchange rates;
| | - |  | -------------------------------



| |  |  | political and economic instability;
| | - |  | -----------------------------------



| |  |  | armed conflicts or other crises;
| | - |  | --------------------------------



| |  |  | imposition of tariffs and other barriers and restrictions;
| | - |  | ----------------------------------------------------------



| |  |  | the burdens of complying with a variety of foreign laws; and
| | - |  | ------------------------------------------------------------



| |  |  | health risks in a particular region.
| | - |  | ------------------------------------

A material amount of our research and development personnel and facilities and a portion of our sales and marketing personnel are located in Israel. Political, economic and military conditions in Israel directly affect our operations. For
example, increased violence or armed conflict in Israel or the Palestinian territories may disrupt travel and communications in the region, harming our operations there. Furthermore, some of our employees in Israel are obligated to perform up to 36
days of military reserve duty annually and may be called to active duty in a time of crisis. The absence of these employees for significant periods during the work week may cause us to operate inefficiently during these periods.

Our operations in China are subject to the economic and political uncertainties affecting that country. For example, the Chinese economy has experienced
significant growth in the past decade, but such growth has been uneven across geographic and economic sectors. This growth may decrease and any slowdown may have a negative effect on our business.

We also maintain offices in Canada, England, France, India, Japan, Korea and Taiwan, and our operations are subject to the economic and political
uncertainties affecting these countries as well.

The significant concentration of our manufacturing activities with third party foundries
in Taiwan exposes us to the risk of political instability in Taiwan, including the potential for conflict between Taiwan and China. We have several significant OEM customers in Japan, Korea and other parts of Asia. Adverse economic circumstances in
Asia could affect these customers willingness or ability to do business with us in the future or their success in developing and launching devices containing our products.

The complexity of our international operations may increase our operating expenses and disrupt our revenues and business.

We transact business and have operations worldwide. For example, international transactions form a substantial majority of our sales; our semiconductor products are manufactured, assembled and tested outside of the
United States, and in June 2008 we acquired a foreign corporation. Our global operations involve significant complexity and difficulties, including:



| |  |  | monitoring and complying with applicable laws and regulatory requirements;
| | - |  | --------------------------------------------------------------------------



| |  |  | staffing and managing global operations;
| | - |  | ----------------------------------------



| |  |  | complying with statutory equity requirements; and
| | - |  | -------------------------------------------------



| |  |  | managing tax consequences.
| | - |  | --------------------------

If we
are unable to manage the complexity of our global operations successfully, our financial performance and operating results could suffer.



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The prices of our products may become less competitive due to foreign exchange fluctuations.

Foreign currency fluctuations may affect the prices of our products. Prices for our products are currently denominated in U.S. dollars for sales to our
customers throughout the world. If there is a significant devaluation of the currency in a specific country, the prices of our products will increase relative to that countrys currency; our products may be less competitive in that country and
our revenues may be adversely affected. Also, we cannot be sure that our international customers will continue to be willing to place orders denominated in U.S. dollars. If they do not, our revenue and operating results will be subject to foreign
exchange fluctuations.

Because we have significant operations in Israel, our business and future operating results could be harmed by terrorist
activity or military conflict.

We conduct a significant portion of our research and development and engineering activities at our
design center in Haifa, Israel, a 109,700 square foot facility where we employ approximately 400 people. We also conduct a portion of our sales and marketing operations at our Haifa facility. We have an additional 16,100 square foot facility in Kfar
Netter, Israel, where we conduct research and development activities.

Any armed conflict affecting Israel could greatly disrupt our
Israeli operations locally and as a result hinder our business generally by delaying product development or interfering with global sales and marketing efforts. For example, as a result of the heightened military operations in Gaza some of our
employees were conscripted for several weeks ending in January 2009. Additional employees may also be called to active duty in the future. Extended absences could disrupt our operations and delay product development cycles.

In addition, military conflict in the Middle East or terrorist activities there or elsewhere in the world could harm our business as a result of a
disruption in commercial activity affecting international commerce or a general economic slowdown and reduced demand for consumer electronic products.

Changes in, or interpretations of, tax rules and regulations may adversely affect our effective tax rates.

Unanticipated
changes in our tax rates could affect our future results of operations. Our future effective tax rates could be unfavorably affected by changes in tax laws or the interpretation of tax laws, by unanticipated decreases in the amount of revenue or
earnings in countries with low statutory tax rates, by changes in the geography of our income or losses, or by changes in the valuation of our deferred tax assets and liabilities. The ultimate outcomes of any future tax audits are uncertain, and we
can give no assurance as to whether an adverse result from one or more of them will have a material effect on our operating results and financial position.

The inflation in foreign countries or the decline in the value of United States dollar compared to those foreign currencies may negatively impact our costs.

A portion of the cost of our operations, relating mainly to our personnel and facilities is incurred in foreign currencies. As a result, we bear the risk
that the rate of inflation in those foreign countries or the decline in the value of United States dollar compared to those foreign currencies will increase our costs as expressed in United States dollars. To date, we have not engaged in hedging
transactions. In the future, we may enter into currency hedging transactions to decrease the risk of financial exposure from fluctuations in the exchange rate of the United States dollar against foreign currencies. These measures may not adequately
protect us from the impact of inflation in foreign countries.

We derive most of our revenue from sales to a small number of large customers, and if we
are not able to retain these customers, or they reschedule, reduce or cancel orders, our revenues would be reduced and our financial results would suffer.

Our largest customers have accounted for a substantial percentage of our revenues. In 2008, three customers accounted for 13%, 10% and 10% of our total revenues, respectively, while sales to our ten largest customers
accounted for 64% of our total revenues. In 2007, one customer accounted for 13% of our total revenues, and



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sales to our ten largest customers accounted for 60% of our total revenues. Sales to these large customers have varied significantly from year to year and
will continue to fluctuate in the future. These sales also may fluctuate significantly from quarter to quarter. We may not be able to retain our key customers, or these customers may cancel purchase orders or reschedule or decrease their level of
purchases from us. Any substantial decrease or delay in sales to one or more of our key customers could harm our sales and financial results. In addition, any difficulty in collecting amounts due from one or more key customers could harm our
financial results. As of December 31, 2008 four customers accounted for approximately 21%, 18%, 15% and 12% of the net accounts receivable balance, respectively.

Our products generally have long sales cycles and implementation periods, which increases our costs in obtaining orders and reduces the predictability of our operating results.

Our products are technologically complex. Prospective customers generally must make a significant commitment of resources to test and evaluate our
products and to integrate them into larger systems. As a result, our sales processes are often subject to delays associated with lengthy approval processes that typically accompany the design and testing of new products. The sales cycles of our
products often last for many months. Longer sales cycles require us to invest significant resources in attempting to make sales and delay the generation of revenue.

Long sales cycles also subject us to other risks, including customers budgetary constraints or insolvency, internal acceptance reviews and cancellations. In addition, orders expected in one quarter could shift
to another because of the timing of customers purchase decisions.

The time required for our customers to incorporate our products
into their own can vary significantly with the needs of our customers and generally exceeds several months, which further complicates our planning processes and reduces the predictability of our operating results.

We are not protected by long-term contracts with our customers.

We generally do not enter into long-term purchase contracts with our customers, and we cannot be certain as to future order levels from our customers. Customers generally purchase our products subject to cancelable
short-term purchase orders. We cannot predict whether our current customers will continue to place orders, whether existing orders will be canceled, or whether customers who have ordered products will pay invoices for delivered products. When we do
enter into a long-term contract, the contract is generally terminable at the convenience of the customer. Early termination by one of our major customers would harm our financial results.

Our products could contain defects, which could reduce sales of those products or result in claims against us.

We develop complex and evolving products. Despite testing by us and our customers, errors may be found in existing or new products. This could result in,
among other things, a delay in recognition or loss of revenues, loss of market share or failure to achieve market acceptance. These defects may cause us to incur significant warranty, support and repair costs, divert the attention of our engineering
personnel from our product development efforts and harm our relationships with customers. The occurrence of these problems could result in the delay or loss of market acceptance of our products and would likely harm our business. Defects,
integration issues or other performance problems in our products could result in financial or other damages to customers or could damage market acceptance of such products. Our customers could also seek damages from us for their losses. A product
liability claim brought against us, even if unsuccessful, would likely be time consuming and costly to defend.

Regulation of our customers
products may slow the process of introducing new products and could impair our ability to compete.

The Federal Communications
Commission, or FCC, has broad jurisdiction over our target markets in the digital television business. Various international entities or organizations may also regulate aspects of our



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business or the business of our customers. Although our products are not directly subject to regulation by any agency, the transmission pipes, as well as
much of the equipment into which our products are incorporated, are subject to direct government regulation. For example, before they can be sold in the United States, advanced televisions and emerging interactive displays must be tested and
certified by Underwriters Laboratories and meet FCC regulations. Accordingly, the effects of regulation on our customers or the industries in which our customers operate may in turn harm our business. FCC regulatory policies affecting the ability of
cable operators or telephone companies to offer certain services and other terms on which these companies conduct their business may impede sales of our products. In addition, our digital television business may also be adversely affected by the
imposition of tariffs, duties and other import restrictions on our suppliers or by the imposition of export restrictions on products that we sell internationally. Changes in current laws or regulations or the imposition of new laws or regulations in
the United States or elsewhere could harm our business.

Our ability to compete could be jeopardized if we are unable to protect our intellectual
property rights.

Our success and ability to compete depend in large part upon protection of our proprietary technology. We rely on a
combination of patent, trade secret, copyright and trademark laws, non-disclosure and other contractual agreements and technical measures to protect our proprietary rights. These agreements and measures may not be sufficient to protect our
technology from third-party infringement, or to protect us from the claims of others. Monitoring unauthorized use of our products is difficult, and we cannot be certain that the steps we have taken will prevent unauthorized use of our technology,
particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States. The laws of certain foreign countries in which our products are or may be developed, manufactured or sold, including various
countries in Asia, may not protect our products or intellectual property rights to the same extent as do the laws of the United States and thus make the possibility of piracy of our technology and products more likely in these countries. If
competitors are able to use our technology, our ability to compete effectively could be harmed.

The protection offered by patents is
subject to numerous uncertainties. For example, our competitors may be able to effectively design around our patents, or the patents may be challenged, invalidated or circumvented. Those competitors may also independently develop technologies that
are substantially equivalent or superior to our technology. Moreover, while we hold, or have applied for, patents relating to the design of our products, some of our products are based in part on standards, for which we do not hold patents or other
intellectual property rights.

We have generally limited access to and distribution of the source and object code of our software and other
proprietary information. With respect to our page description language software, system-on-a-chip platform firmware and drivers for the digital office market and in limited circumstances with respect to firmware and platforms for our DTV products,
we grant licenses that give our customers access to and restricted use of the source code of our software. This access increases the likelihood of misappropriation or misuse of our technology.

Claims and litigation regarding intellectual property rights and breach of contract claims could seriously harm our business and require us to incur significant
costs.

In recent years, there has been significant litigation in the United States involving patents and other intellectual property
rights. In the past, we have been subject to claims and litigation regarding alleged infringement of other parties intellectual property rights, and we have been parties to a number of patent-related lawsuits, both as plaintiff and defendant.
We could become subject to additional litigation in the future, either to protect our intellectual property or as a result of allegations that we infringe others intellectual property rights or have breached our contractual obligations to
others. Claims that our products infringe proprietary rights or that we have breached contractual obligations would force us to defend ourselves and possibly our customers or manufacturers against the alleged infringement or breach. Future
litigation against us, if successful, could subject us to significant liability for damages or invalidation of our proprietary rights. These lawsuits, regardless of their



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success, are time-consuming and expensive to resolve and require significant management time and attention. Future intellectual property and breach of
contract litigation could force us to do one or more of the following:



| |  |  | stop selling products that incorporate the challenged intellectual property;
| | - |  | ----------------------------------------------------------------------------



| |  |  | obtain from the owner of the infringed intellectual property right a license to sell or use the relevant technology, which license may not be available on
reasonable terms or at all;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | pay damages; or
| | - |  | ---------------



| |  |  | redesign those products that use such technology.
| | - |  | -------------------------------------------------

Although patent disputes in the semiconductor industry have often been settled through cross-licensing arrangements, we may not be able in any or every instance to settle an alleged patent infringement claim through a
cross-licensing arrangement. We have a more limited patent portfolio than many of our competitors. If a successful claim is made against us or any of our customers and a license is not made available to us on commercially reasonable terms or we are
required to pay substantial damages or awards, our business, financial condition and results of operations would be materially adversely affected.

If
necessary licenses of third-party technology are not available to us or are very expensive, our products could become obsolete.

From
time to time, we may be required to license technology from third parties to develop new products or product enhancements. Third party licenses may not be available on commercially reasonable terms, if at all. If we are unable to obtain any
third-party license required to develop new products and product enhancements, we may have to obtain substitute technology of lower quality or performance standards or at greater cost, either of which could seriously harm the competitiveness of our
products.

We rely on licenses to use various technologies that are material to our products. We do not own the patents that underlie these
licenses. Our rights to use these technologies and employ the inventions claimed in the licensed patents are subject to our abiding by the terms of the licenses. Under the license agreements we must fulfill confidentiality obligations and pay
royalties. If we fail to abide by the terms of the license, we would be unable to sell and market the products under license. In addition, we do not control the prosecution of the patents subject to this license or the strategy for determining when
such patents should be enforced. As a result, we are dependent upon our licensor to determine the appropriate strategy for prosecuting and enforcing those patents.

If we are not able to apply our net operating losses against taxable income in future periods, our financial results will be harmed.

Our future net income and cash flow will be affected by our ability to apply our net operating loss carryforwards, or NOLs, against taxable income in future periods. Our NOLs totaled approximately $107.7 million for federal, $35.6 million
for state and $109.8 million for foreign tax reporting purposes as of December 31, 2008. The Internal Revenue Code contains a number of provisions that limit the use of NOLs under certain circumstances. Changes in tax laws in the United States
may further limit our ability to utilize these NOLs. Any further limitation on our ability to utilize these respective NOLs could harm our financial condition.

Any acquisitions we make could disrupt our business and severely harm our financial condition.

We have made investments in,
and acquisitions of other complementary companies, products and technologies, and we may acquire additional businesses, products or technologies in the future. In the event of any future acquisitions, we could:



| |  |  | issue stock that would dilute its current stockholders percentage ownership;
| | - |  | -----------------------------------------------------------------------------



| |  |  | incur debt;
| | - |  | -----------



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| |  |  | use a significant amount of our cash;
| | - |  | -------------------------------------



| |  |  | assume liabilities;
| | - |  | -------------------



| |  |  | incur expenses related to the future impairment of goodwill and the amortization of intangible assets; or
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | incur other large write-offs immediately or in the future.
| | - |  | ----------------------------------------------------------

Our operation of acquired business will also involve numerous risks, including:



| |  |  | problems combining the purchased operations, technologies or products;
| | - |  | ----------------------------------------------------------------------



| |  |  | acquisition of unproven technologies under development;
| | - |  | -------------------------------------------------------



| |  |  | unanticipated costs;
| | - |  | --------------------



| |  |  | diversion of managements attention from our core business;
| | - |  | -----------------------------------------------------------



| |  |  | adverse effects on existing business relationships with customers;
| | - |  | ------------------------------------------------------------------



| |  |  | risks associated with entering markets in which we have no or limited prior experience; and
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | potential loss of key employees, particularly those of the purchased organizations.
| | - |  | -----------------------------------------------------------------------------------

In June 2008 we acquired Let It Wave, a French company, and its frame rate conversion technology, which is still in development. There is no assurance
that we will be able to complete the development of this technology and bring it to market. We may not be able to successfully complete the integration of acquired in-process products, technologies or personnel and any failure to do so could disrupt
our business and seriously harm our financial condition.

If our goodwill or amortizable intangible assets become impaired we may be required to record
a significant charge to earnings.

We review our goodwill and intangible assets for impairment, no less often than annually, when
changes in circumstances indicate the carrying value may not be recoverable. A change in circumstances may be indicated, and the carrying value of our goodwill or intangible assets may be impaired (not be recoverable), where there are declines in
our stock price and market capitalization, declines in expected future cash flows, or slower growth rates in our industry. When we performed our annual impairment test in 2008, we determined that goodwill and intangible assets related to our
reporting units in the Consumer business segment were impaired and therefore recorded a charge of $167.6 million in the current year for impairment of goodwill and intangible assets.

If our future financial performance or other events indicate that the value of our recorded goodwill or intangibles is impaired, we may record additional
impairment charges that could adversely affect our financial results. In addition, our impairment analysis involves determining the fair value of our business using a projected discounted cash flow analysis that is based on significant estimates,
such as our projections of future sales volume and timing, margins and operating costs, and the discount rate we use to calculate present value of future cash flow. Changes to these estimates may cause us to recognize an impairment loss that could
be material to our financial results.

If we fail to manage our future growth, if any, our business would be harmed.

We anticipate that our future growth, if any, will require us to recruit and hire a substantial number of new engineering, managerial, sales and marketing
personnel. Our ability to manage growth successfully will also require us to expand and improve administrative, operational, management and financial systems and controls. Many of our key operations, including a material portion of our research and
development operations and a significant portion of our sales and administrative operations are located in Israel. A majority of our sales and



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marketing and certain of our research and development and administrative personnel, including our President and Chief Executive Officer and other officers,
are based in the United States. The geographic separation of these operations places additional strain on our resources and our ability to manage growth effectively. If we are unable to manage growth effectively, our business will be harmed.

We are exposed to fluctuations in the market values of our portfolio investments and in interest rates.

At the end of December 2008, we had $396.0 million in cash, cash equivalents and short-term and long-term investments. We invest our cash in a variety of
financial instruments, consisting principally of investments in commercial paper, money market funds, auction rate securities and highly liquid debt securities of corporations, municipalities and the United States government and its agencies. These
investments are denominated in U.S. dollars.

At December 31, 2008 we held auction rate securities (ARS) with a par value
of $57.8 million. Historically, our ARS were highly liquid, using a Dutch auction process that resets the applicable interest rate at predetermined intervals, typically every 35 days, to provide liquidity at par. However, as a result of liquidity
issues in the global credit and capital markets, the auctions for all of our ARS failed beginning in the first quarter of 2008, when sell orders exceeded buy orders. There can be no assurance that we will be able to dispose of our ARS at favorable
pricing.

Investments in both fixed rate and floating rate interest earning instruments carry a degree of interest rate risk. Fixed rate
debt securities may have their market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due in part to these factors, our future investment income
may fall short of expectations due to changes in interest rates or if the decline in fair value of our publicly traded equity investments and debt instruments is judged to be other-than-temporary. We may suffer losses in principal if we are forced
to sell securities that decline in market value due to changes in interest rates. However, because any debt securities we hold are classified as available-for-sale, generally no gains or losses are recognized due to changes in interest
rates unless such securities are sold prior to maturity. Recent events in the subprime mortgage market and with ARS could negatively impact our return on investment for these debt securities and thereby reduce the amount of cash and cash equivalents
and long-term investments on our balance sheet.

We rely on the services of our executive officers and other key personnel, whose knowledge of our
business and industry would be extremely difficult to replace.

Our success depends to a significant degree upon the continuing
contributions of our senior management. Management and other employees may voluntarily terminate their employment with us at any time upon short notice. The loss of key personnel could delay product development cycles or otherwise harm our business.
We believe that our future success will also depend in large part on our ability to attract, integrate and retain highly-skilled engineering, managerial, sales and marketing personnel, located in the United States and overseas. Competition for such
personnel is intense, and we may not be successful in attracting, integrating and retaining such personnel. Failure to attract, integrate and retain key personnel could harm our ability to carry out our business strategy and compete with other
companies.

Provisions in our charter documents and Delaware law could prevent or delay a change in control of Zoran.

Our certificate of incorporation and bylaws and Delaware law contain provisions that could make it more difficult for a third party to acquire us, even if
doing so would be beneficial to our stockholders. These include provisions:



| |  |  | prohibiting a merger with a party that has acquired control of 15% or more of our outstanding common stock, such as a party that has completed a successful tender
offer, until three years after that party acquired control of 15% of our outstanding common stock;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | authorizing the issuance of up to 3,000,000 shares of blank check preferred stock;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | eliminating stockholders rights to call a special meeting of stockholders; and
| | - |  | -------------------------------------------------------------------------------



| |  |  | requiring advance notice of any stockholder nominations of candidates for election to our board of directors.
| | - |  | -------------------------------------------------------------------------------------------------------------

Our stock price has fluctuated and may continue to fluctuate widely.

The market price of our common stock has fluctuated significantly since our initial public offering in 1995. Between January 1, 2008 and December 31, 2008, the sale prices of our common stock, as reported on
the Nasdaq Stock Market, ranged from a low of $5.53 to a high of $22.48. The market price of our common stock is subject to significant fluctuations in the future in response to a variety of factors, including:



| |  |  | announcements concerning our business or that of our competitors or customers;
| | - |  | ------------------------------------------------------------------------------



| |  |  | annual and quarterly variations in our operating results;
| | - |  | ---------------------------------------------------------



| |  |  | changes in analysts earnings estimates;
| | - |  | ----------------------------------------



| |  |  | announcements of technological innovations;
| | - |  | -------------------------------------------



| |  |  | the introduction of new products or changes in product pricing policies by Zoran or its competitors;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | loss of key personnel;
| | - |  | ----------------------



| |  |  | proprietary rights or other litigation;
| | - |  | ---------------------------------------



| |  |  | general conditions in the semiconductor industry; and
| | - |  | -----------------------------------------------------



| |  |  | developments in the financial markets.
| | - |  | --------------------------------------

From time to time the stock market experiences extreme price and volume fluctuations that have particularly affected the market prices for semiconductor companies or technology companies generally and which have been unrelated to the
operating performance of the affected companies. Broad market fluctuations of this type may reduce the future market price of our common stock.

Item 1BUnresolved Staff Comments

None

Item 2Properties

Our executive offices and principal marketing,
sales and product development operations are located in approximately 89,000 square feet of leased space in Sunnyvale, California, under a lease that expires in September 2016. A significant portion of our research and development and engineering
facilities and our administration operations are currently located in approximately 109,700 square feet of leased space in an industrial park in Haifa, Israel under a lease expiring in November 2016. We also lease facilities, primarily for sales,
product development, and technical support, in Burlington, Massachusetts; Manchester, England; Paris, France; Tokyo, Japan; Seoul, Korea; Taipei, Taiwan and Shenzhen, Shanghai and Hong Kong, China. We believe that our current facilities are adequate
for our needs for the foreseeable future and that, should it be needed, suitable additional space in each of the locations where we operate will be available to accommodate expansion of our operations on commercially reasonable terms.

Item 3Legal Proceedings

Zoran Corporation v. DTS, Inc. On October 8, 2008, the Company filed a complaint against DTS, Inc. in the U.S. District Court for the Northern District of California, alleging violations of Section 2 of the Sherman Act



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and patent misuse (the Antitrust Case). The complaint alleges that DTS wrongfully acquired and maintained monopoly power in the relevant markets
in the manner in which it caused its patented high-definition audio decompression technology to be adopted as part of the Blu-ray Disc standard. The complaint further alleges that, having wrongfully acquired monopoly power in the relevant markets,
DTS has refused to license its technology to the Company and others on fair, reasonable and nondiscriminatory, or FRAND, terms as required by its membership in the Blu-ray Disc Association (the BDA). The complaint seeks treble damages,
in an amount to be determined, an order enjoining DTS from monopolizing and attempting to monopolize the United States markets for Blu-ray Disc technology and an order declaring that DTSs relevant patents are unenforceable by reason of misuse.

On October 8, 2008, the Company also filed a notice of arbitration with the International Center for Dispute Resolution under the BDA
By-laws making allegations similar to those in the Antitrust Case and seeking an order granting the Company a license to DTSs Blu-ray technology and requiring DTS to provide the Company with necessary DTS Blu-ray materials or their equivalent
on FRAND terms and a finding that DTS materially breached the Blu-ray Disc Association By-Laws (the Arbitration Proceeding). On November 10, 2008, DTS filed its statement of defense and counterclaim in the Arbitration Proceeding in
which DTS raised defenses to the Companys claims and asserted that the Company had breached the BDA Bylaws by filing the Antitrust Case. On December 10, 2008, the Company filed its response denying the allegations made by DTS in its
statement of defense and counterclaim. The arbitration hearing is currently scheduled to begin on April 27, 2009.

On October 29,
2008, DTS filed a motion seeking an order referring the Companys claims in the Antitrust Case to arbitration and dismissing the complaint in its entirety or, in the alternative, staying the District Court action pending the outcome of the
arbitration. On January 20, 2009, the Court ordered all essentially FRAND-based issues referred to arbitration, denied the motion with respect to all non-arbitrable issues, and stayed the Antitrust Case pending the arbitrators decision on
the FRAND issues. On February 12, 2009, DTS filed a notice of appeal of the Courts order with the U.S. Court of Appeals for the Ninth Circuit.

On November 21, 2008, DTS filed a complaint against the Company in the Superior Court for the State of California, County of Los Angeles, Northwest District (the State Court Case). In the State Court
Case, DTS alleges fraud, breach of contract and unfair competition claims against the Company. On December 23, 2008, in response to DTSs complaint, the Company filed a general denial and asserted affirmative defenses against DTS. The
Company also filed a cross-complaint against DTS seeking declaratory relief. On January 22, 2009, DTS filed a general denial and asserted affirmative defenses in response to the Companys cross-complaint.

By letter dated February 17, 2009, DTS counsel asserted a further claim that the Company has violated federal law, including
Section 43(a) of the Lanham Act and Section 10(b) of the Securities Exchange Act of 1934, as well as unspecified state laws, by making false and misleading statements implying that it has, or shortly will have, a license to the Blu-ray
technology, and that DTS has been damaged by such statements. The letter threatens further legal action by DTS. The Company denies these additional allegations.

The Company intends to vigorously pursue all rights and remedies it may have against DTS and defend itself against allegations made by DTS in the currently pending proceedings as well as any additional proceedings
that DTS may initiate.

Zoran Corporation v. Macrovision Solutions, Inc and Macrovision, Inc. (collectively,
Macrovision). On December 3, 2008, Macrovision sent the Company a letter in which Macrovision alleged that the Company had breached a component supplier non-assertion and technical services agreement with Macrovision, demanded
that the Company cure certain alleged breaches of the agreement and purported to terminate the agreement. On December 23, 2008, the Company sent Macrovision a letter stating, among other things, that the Company had not breached the agreement
and refuting Macrovisions purported termination of the agreement. The Company further advised Macrovision that it is the Companys position that the agreement remains in full force and effect. The Company and Macrovision were unable to
resolve this dispute through subsequent communications.



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Accordingly, on January 20, 2009, the Company filed a demand for arbitration with the American Arbitration Association seeking an order declaring that
it has not breached its agreement with Macrovision and that the agreement has not been terminated. On February 18, 2009, Macrovision filed an answering statement and counterdemand in which it denies that the Company is entitled to any relief
and asserts various affirmative defenses. In its counterdemand, Macrovision seeks an order declaring that it terminated the agreement and also alleges breaches of the agreement by the Company for which it seeks unspecified damages, costs and
permanent injunctive relief.

The Company intends to vigorously pursue all rights and remedies it may have against Macrovision and defend
itself against allegations made by Macrovision in these proceedings.

Indemnification Obligations. Subject to certain limitations,
the Company is obligated to indemnify its current and former directors, officers and employees in connection with the investigation of the Companys historical stock option practices and related government inquiries and litigation which
concluded during 2008. These obligations arise under the terms of the Companys certificate of incorporation, its bylaws, applicable contracts, and Delaware and California law. The obligation to indemnify generally means that the Company is
required to pay or reimburse the individuals reasonable legal expenses and possibly damages and other liabilities incurred in connection with these matters. The Company is currently paying or reimbursing legal expenses incurred in connection
with these matters by a number of its current and former directors, officers and employees.

Other Legal Matters. The Company is
named from time to time as a party to lawsuits in the normal course of its business. Litigation in general, and intellectual property and securities litigation in particular, can be expensive and disruptive to normal business operations. Moreover,
the results of legal proceedings are difficult to predict.

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

We did not submit any matters to a vote of our security holders during the fourth quarter of the fiscal year ended December 31,
2008.



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PART II

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

Our common stock is traded on the Nasdaq Stock Market under the symbol ZRAN.

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



|               |  |      |       |     |   |      
|-------------- |  | ---- | ----- | --- | - | -----
|               |  | High |       | Low
|2007           |  |      |       |     |   |      
|First Quarter  |  | $    | 18.10 |     | $ | 13.50
|Second Quarter |  | $    | 22.00 |     | $ | 16.92
|Third Quarter  |  | $    | 21.29 |     | $ | 15.29
|Fourth Quarter |  | $    | 27.45 |     | $ | 19.51
|2008           |  |      |       |     |   |      
|First Quarter  |  | $    | 22.48 |     | $ | 11.49
|Second Quarter |  | $    | 16.22 |     | $ | 11.56
|Third Quarter  |  | $    | 12.18 |     | $ | 7.90 
|Fourth Quarter |  | $    | 8.28  |     | $ | 5.53 

As of December 31, 2008, there were 279 holders of record of our common stock.

We have never paid cash dividends on our capital stock. It is our present policy to retain earnings to finance the growth and development of our business
and, therefore, we do not anticipate paying any cash dividends in the foreseeable future.

Purchases of Equity Securities by the Issuer and Affiliated
Purchasers

Neither we nor any affiliated purchaser repurchased any of our equity securities in the fourth quarter of 2008.



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Item 6Selected Financial Data

The following selected consolidated financial data should be read in conjunction with the consolidated financial statements and the notes thereto included
elsewhere herein.



|                                                               |  |                                       |          |   |      |   |          |      |  |   |          |   |  |      |          |   |  |   |          |  
|-------------------------------------------------------------- |  | ------------------------------------- | -------- | - | ---- | - | -------- | ---- |  | - | -------- | - |  | ---- | -------- | - |  | - | -------- | -
|                                                               |  | Year Ended December 31,               |         
|                                                               |  | 2008                                  |          |   | 2007 |   |          | 2006 |  |   | 2005     |   |  | 2004 |         
|                                                               |  | (in thousands, except per share data) |         
|STATEMENT OF OPERATIONS DATA:                                  |  |                                       |          |   |      |   |          |      |  |   |          |   |  |      |          |   |  |   |          |  
|Total revenues                                                 |  | $                                     | 438,539  |   |      | $ | 507,361  |      |  | $ | 495,805  |   |  | $    | 395,758  |   |  | $ | 378,864  |  
|Gross profit                                                   |  |                                       | 209,531  |   |      |   | 271,079  |      |  |   | 269,545  |   |  |      | 209,586  |   |  |   | 152,403  |  
|Operating income (loss)                                        |  |                                       | (216,037 | ) |      |   | 2,293    |      |  |   | 10,556   |   |  |      | (29,879  | ) |  |   | (45,767  | )
|Net income (loss)                                              |  |                                       | (215,727 | ) |      |   | 66,186   |      |  |   | 16,328   |   |  |      | (30,272  | ) |  |   | (48,108  | )
|Basic net income (loss) per share                              |  | $                                     | (4.20    | ) |      | $ | 1.32     |      |  | $ | 0.34     |   |  | $    | (0.68    | ) |  | $ | (1.12    | )
|Diluted net income (loss) per share                            |  | $                                     | (4.20    | ) |      | $ | 1.29     |      |  | $ | 0.33     |   |  | $    | (0.68    | ) |  | $ | (1.12    | )
|Shares used in diluted per share calculations                  |  |                                       | 51,350   |   |      |   | 51,404   |      |  |   | 50,099   |   |  |      | 44,267   |   |  |   | 42,788   |  
|                                                               | 
|                                                               |  | As of December 31,                    |         
|                                                               |  | 2008                                  |          |   | 2007 |   |          | 2006 |  |   | 2005     |   |  | 2004 |         
|                                                               |  | (in thousands)                        |         
|BALANCE SHEET DATA:                                            |  |                                       |          |   |      |   |          |      |  |   |          |   |  |      |          |   |  |   |          |  
|Cash, cash equivalents and short-term investments (see Note 3) |  | $                                     | 358,527  |   |      | $ | 319,809  |      |  | $ | 296,229  |   |  | $    | 149,346  |   |  | $ | 70,413   |  
|Working capital                                                |  |                                       | 378,234  |   |      |   | 340,406  |      |  |   | 314,790  |   |  |      | 170,114  |   |  |   | 108,597  |  
|Total assets                                                   |  |                                       | 572,447  |   |      |   | 820,332  |      |  |   | 676,630  |   |  |      | 602,631  |   |  |   | 598,016  |  
|Accumulated deficit                                            |  |                                       | (376,598 | ) |      |   | (160,871 | )    |  |   | (227,510 | ) |  |      | (243,838 | ) |  |   | (213,566 | )
|Total stockholders equity                                     |  | $                                     | 479,410  |   |      | $ | 687,772  |      |  | $ | 583,997  |   |  | $    | 496,924  |   |  | $ | 498,769  |  



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Item 7Managements Discussion and Analysis of Financial Condition and Results
of Operations

This section and other parts of this Annual Report on Form 10-K contain forward-looking statements that
involve risks and uncertainties. Forward-looking statements can also be identified by words such as anticipates, expects, believes, plans, predicts, and similar terms. Forward-looking
statements are not guarantees of future performance and the Companys actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited
to, those discussed in Item 1ARisk Factors above. The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included in Item 8 of this report. The Company assumes no
obligation to revise or update any forward-looking statements for any reason, except as required by law.

Overview

Our products include integrated circuits and related products used in DVD players, movie and home theater systems, digital cameras and video editing
systems, standard and high definition digital televisions, and set-top boxes. We also provide high performance, low-power application processors, technology and products for the multimedia mobile phone market, and digital imaging semiconductor
products and software that enable users to print, scan, process and transmit documents. We sell our products to original equipment manufacturers (OEMs) that incorporate them into products for consumer and commercial applications, and to resellers.

Although we experienced significant revenue growth in the DTV and mobile phone processor product lines, some of our other product lines
saw considerable revenue declines based on lower demand as a result of the global economic slowdown in 2008. In response to the challenging economic environment we are taking steps to control costs while maintaining a strong balance sheet.

Revenues

We derive most of our
revenues from the sale of our integrated circuit and system-on-a-chip products. Historically, average selling prices for our products, consistent with average selling prices for products in the semiconductor industry generally, have decreased over
time. Average selling prices for our products have fluctuated substantially from period to period, reflecting changes in our mix of sales to OEM customers versus resellers and transitions from low-volume to high-volume production. In the past, we
have periodically reduced the prices of some of our products in order to better penetrate the consumer market. We believe that, as our product lines continue to mature and competitive markets evolve, we are likely to experience further declines in
the average selling prices of our products, although we cannot predict the timing and amount of such future changes with any certainty.

We
also derive revenues from licensing our software and other intellectual property. Licensing revenues include one-time license fees and royalties based on the number of units distributed by the licensee. Quarterly licensing revenues can be
significantly affected by the timing of a small number of licensing transactions, each accounting for substantial revenues. Accordingly, licensing revenues have fluctuated, and will continue to fluctuate, on a quarterly basis. Our software license
agreements typically include obligations to provide maintenance and other support over a fixed term and allow for renewal of maintenance services on an annual basis. We determine the fair value of our maintenance obligations with reference to
substantive renewal rates within the agreement or objective evidence of fair value as required under Statement of Position (SOP) 97-2, Software Revenue Recognition. We recognize maintenance and support revenue ratably over the term of the
arrangement. We also receive royalty revenues based on per unit shipments of products that include our software, which we recognize upon receipt of a royalty report from the customer, typically one quarter in arrears.

We also generate a portion of our revenues from development contracts, primarily with key customers. Revenue from development contracts are generally
recognized as the services are performed based on the



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specific deliverables outlined in each contract. Amounts received in advance of performance under contracts are recorded as deferred revenue and are
generally recognized within one year from receipt.

Cost of Hardware Product Revenues

Our cost of hardware product revenues consist primarily of fabrication costs, assembly and test costs, and the cost of materials and overhead from
operations. If we are unable to reduce our cost of hardware product revenues to offset anticipated decreases in average selling prices, our product gross margins will decrease. We expect both product and customer mix to continue to fluctuate in
future periods, causing fluctuations in margins.

Research and Development

Our research and development expenses consist of salaries and related costs of employees engaged in ongoing research, design and development activities
and costs of engineering materials and supplies. We believe that significant investments in research and development are required for us to remain competitive, and we expect to continue to devote significant resources to product development,
although such expenses as a percentage of total revenues may fluctuate. From time to time, we enter into non-refundable joint development projects in which our customers reimburse us for a portion of our development costs. We record such
reimbursement of development costs as an offset to research and development expenses as we retain ownership of the intellectual property developed by us under these development arrangements.

Selling, General and Administrative

Our selling,
general and administrative expenses consist primarily of employee-related expenses, sales commissions, product promotion and other professional services. We expect that selling, general and administrative expenses will continue to increase to
support our anticipated growth.

Income Taxes

Our effective tax rate is highly dependent upon the geographic distribution of our worldwide earnings or losses. Our current tax expense reflects taxes expected to be owed in our profitable jurisdictions. In addition, due to economic
changes in the global economy during 2008, we have identified material foreign jurisdictions where it is no longer more likely than not that we will fully utilize our deferred tax assets, and have recorded a full valuation allowance on those assets.

Our Israel based subsidiary is an Approved Enterprise under Israeli law, which provides a ten-year tax holiday for income
attributable to a portion of our operations in Israel. Our U.S. federal net operating losses expire at various times between 2009 and 2024, and the benefits from our subsidiarys Approved Enterprise status expire at various times beginning in
2011.

We are currently under a tax audit in Israel for tax years 2004 through 2006. We believe that we have adequately provided for any
potential assessments associated with this audit. It is possible that the amount of our liability for unrecognized income tax benefits may change within the next 12 months. In addition, our income tax expense could be affected as other events occur,
income tax audits conclude or statutes of limitations expire. We cannot estimate at this time the range of possible variations in our tax expense.

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We record liabilities for anticipated tax audit issues based on our estimate of whether, and the extent to which,
additional taxes may be due. Actual tax liabilities may be different than the recorded estimates and could result in an additional charge or benefit to the tax provision in the period when the ultimate tax assessment is determined.



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Acquisition

On June 12, 2008, we completed the acquisition of Let It Wave, a fabless development-stage semiconductor company based in Paris, France. Under the terms of the acquisition agreement, we acquired Let It Wave in an all cash transaction
valued at $24.0 million including approximately $650,000 of transaction costs. We also agreed to make contingent payments of up to $4.5 million in additional consideration, contingent upon completion of certain milestones, a portion of which was
subject to continuous employment and was to be expensed as incurred. The milestones were not achieved and thus there were no payments in relation to the milestones. The payments of $630,000 related to continuous employment will continue to be
expensed as incurred through 2011.

We recorded an in-process research and development expense of $22.4 million in connection with the
acquisition. Let It Wave is at least six months from completing the development of its Motion Compensated Frame Rate Conversion (MCFRC) product and currently has no other products, revenues or a customer base. We expect that the
in-process technology will be successfully completed by the second quarter of 2009, with an estimated cost to complete of approximately $4.1 million.

We accounted for this transaction as an asset acquisition in accordance with Statement of Financial Accounting Standards No. 142 (SFAS 142), Goodwill and Other Intangible Assets and
Emerging Issues Task Force No. 98-3 (EITF 98-3), Determining Whether a Nonmonetary Transaction Involves Receipt of Productive Assets or of a Business.

Following the completion of the acquisition, the results of operations of Let It Wave have been included in our condensed consolidated financial
statements. Accordingly, our results of operations for the year ended December 31, 2008 include Let It Waves operations from the acquisition date.

Segments

Our products consist of application-specific integrated circuits, or ASICs, and system-on-a-chip, or SOC,
products. We also license certain software and other intellectual property. We operate in two operating segmentsConsumer and Imaging. The Consumer group provides products for use in DVD players, recordable DVD players, standard and high
definition digital television products, digital cameras and multimedia mobile phones. The Imaging group provides products used in digital copiers, laser and inkjet printers, and multifunction peripherals.

Critical Accounting Policies and Estimates

This
discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.
The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going
basis, we evaluate our estimates, including bad debt, inventories, investments, intangible assets and income taxes. We base these estimates on historical experience and on various other assumptions that we believe to be reasonable under the
circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different
assumptions or conditions.

We believe the following critical accounting policies require our most significant judgments and estimates used
in the preparation of our consolidated financial statements:



| |  |  | We generally recognize product sales to distributors at the time of shipment. However, in some cases we grant rights of return or provide price protection
arrangements. We establish a reserve for the
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | estimated allowances and recognize the balance of the product revenue associated with that arrangement upon shipment. The deferred revenue balance from these
arrangements at the end of each accounting period was not material.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Revenue from development contracts is generally recognized as the services are performed based on the specific deliverables outlined in each contract. Amounts
received in advance of performance under contracts are recorded as deferred revenue and are generally recognized within one year from receipt.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Inventories are recorded at the lower of standard cost, which approximates actual cost on a first-in-first-out basis, or market value. We write down inventories to
net realizable value based on forecasted demand and market conditions. Inventory write-downs are not reversed and permanently reduce the cost basis of the affected inventory until such inventory is sold or scrapped. We assess the valuation of our
inventory in each reporting period. Although we attempt to forecast future inventory demand, given the competitive pressures and cyclical nature of the semiconductor industry, there may be significant unanticipated changes in demand or technological
developments that could have a significant impact on the value of our inventories and reported operating results. Inventory write downs inherently involve judgments as to assumptions about expected future demand and the impact of market conditions
on those assumptions. Although we believe that the assumptions we used in estimating inventory write downs are reasonable, significant changes in any one of the assumptions in the future could produce a significantly different result. Actual demand
and market conditions may be different from those projected by our management. There can be no assurances that future events and changing market conditions will not result in significant increases in inventory write downs. This could have a material
effect on our operating results and financial position.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We maintain allowances for doubtful accounts for estimated losses resulting from the delays or inability of certain customers to make required payments. These
allowances are estimated based on specific identification of facts and circumstances with respect to each doubtful account. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make
payments, additional allowances may be required.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We assess the impairment of goodwill annually, or more frequently if events or changes in circumstances indicate that the carrying value of such assets exceeds
their fair value. We assess the carrying value of our long lived assets if events or circumstances indicate the carrying value of the assets exceeds the future undiscounted cash flows attributable to such assets. With respect to both goodwill and
long lived assets, factors that could trigger an impairment review include significant negative industry or economic trends, exiting an activity in conjunction with a restructuring of operations, current, historical or projected losses that
demonstrate continuing losses associated with an asset or a significant decline in our market capitalization for an extended period of time, relative to net book value. Impairment evaluations involve management estimates of asset useful lives and
future cash flows. These estimates include assumptions about future conditions such as future revenues, gross margins, operating expenses, control premiums, the fair values of certain assets based on appraisals, and industry trends. Actual useful
lives and cash flows could be different from those estimated by our management. This could have a material effect on our net income (loss).
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We have accounted for stock-based compensation under Statement of Financial Accounting Standards (SFAS) 123(R) (revised 2004), Share-Based Payment
(SFAS 123(R)) and SEC Staff Accounting Bulletin (SAB) 107 which requires the use of option pricing models that were not developed for use in valuing employee stock options. The Black-Scholes option-pricing model that we use
was developed for use in estimating the fair value of short-lived exchange traded options that have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of highly subjective assumptions, including
the options expected life and the price volatility of underlying stock. Our expected stock price volatility assumption was determined using the historical volatility of our common stock. We determined that historical volatility reflects market
conditions and is a good indicator of future volatility. Our expected term represents the period that our stock-based awards are
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | expected to be outstanding and was determined based on our historical experience with similar awards, giving consideration to the contractual terms of the
stock-based awards and vesting schedules. See Notes 2 and 10 to Consolidated Financial Statements for a detailed description.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We are subject to the possibility of losses from various contingencies. Considerable judgment is necessary to estimate the probability and amount of any loss from
such contingencies. An accrual is made when it is probable that a liability has been incurred or an asset has been impaired and the amount of loss can be reasonably estimated. We accrue a liability and charge operations for the estimated costs
expected to be incurred over the next twelve months of adjudication or settlement of asserted and unasserted claims existing as of the balance sheet date. See Note 9 to Consolidated Financial Statements, Commitments and Contingencies,
for a detailed description.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We follow the liability method of accounting for income taxes which requires recognition of deferred tax liabilities and assets for the expected future tax
consequence of temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities. Realization of deferred tax assets is based on our ability to generate sufficient future taxable income. The release
of our valuation allowance in 2007 was determined in accordance with the provisions of SFAS 109, Accounting for Income Taxes (SFAS 109) which requires an assessment of both positive and negative evidence when determining whether it is
more likely than not that deferred tax assets are recoverable; such assessment is required on a jurisdiction by jurisdiction basis. Recent operating results and continuing uncertainty about projected income represent sufficient negative evidence
that we now believe that it is no longer more likely than not that some of our deferred tax assets will be realized and accordingly, a valuation allowance was recorded in the fourth quarter of 2008 in certain material foreign jurisdictions.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We adopted the provisions of FASB Interpretation No. 48 Accounting for Uncertainty in Income Taxes (FIN No. 48) an Interpretation
of FASB Statement No. 109, as of January 1, 2007. Prior to adoption, our policy was to establish reserves that reflected the best estimate of known tax contingencies. FIN No. 48 requires application of a more likely than not threshold
to the recognition and derecognition of uncertain tax positions. FIN No. 48 requires us to recognize the amount of tax benefit that has a greater than 50 percent likelihood of success upon settlement. The calculation of our tax liabilities
involves dealing with uncertainties in the application of complex tax law and related regulations. Accordingly, we report a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return.
We recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | With respect to mergers and acquisitions, we assess the technological feasibility of in process research and development projects and determine the number of
alternative future uses for the technology being developed. To the extent there are no alternative future uses we allocate a portion of the purchase price to in-process research and development expense. This expense is generally estimated based upon
the projected fair value of the technology, as determined by a discounted future cash flow reduced by the cost to complete. This analysis includes certain estimates and assumptions made by management. For larger acquisitions, we have historically
engaged an external appraiser to assist with the assumptions and models used in this analysis.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Effective January 1, 2008, we adopted SFAS No. 157, Fair Value Measurements (SFAS 157). In February 2008, the FASB issued FASB
Staff Position No. FAS 157-2, Effective Date of FASB Statement No.157, which provides a one year deferral of the effective date of SFAS 157 for non-financial assets and non-financial liabilities, except those that are recognized or
disclosed in the financial statements at fair value at least annually. Therefore, we have adopted the provisions of SFAS 157 with respect to our financial assets and liabilities only. SFAS 157 defines fair value, establishes a framework for
measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under SFAS 157 as the exchange price that would be received for an asset or paid to transfer a
liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | the measurement date. Valuation techniques used to measure fair value under SFAS 157 must maximize the use of observable inputs and minimize the use of
unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, that may be used to measure fair value, of which the first two are considered observable and the last unobservable:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 1Quoted prices in active markets for identical assets or liabilities.
| | - |  | ----------------------------------------------------------------------------



| |  |  | Level 2Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in
markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 3Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------

Securities classified as Level 3 instruments consist of auction rate securities with an auction reset feature
(auction rate securities or ARS) whose underlying assets primarily consists of student loans which are substantially backed by the federal government. These ARS securities represent approximately 20% of our total investment
portfolio. In February 2008, auctions began to fail for these securities and each auction since then has failed. Consequently, the investments are not currently liquid. Typically, the fair value of ARS investments approximates par value due to the
frequent interest rate resets associated with the auction process. As a result of the auction market cessation, we continue to earn interest on our ARS investments at the contractual rate. Due to the current economic environment in which there is a
lack of market activity for ARS, we have been unable to obtain quoted prices or market prices for identical assets as of the measurement date resulting in significant unobservable inputs used in determining the fair value. We estimated the fair
value of these ARS using the income approach based on the following: (i) the underlying structure and contractual provisions of each security; (ii) the present value of future principal and interest payments discounted at rates considered
to reflect current market conditions; and (iii) consideration of the probabilities of default, auction failure, or repurchase at par for each period. These estimated fair values could change significantly based on future market conditions,
which could result in recognizing an other-than-temporary impairment loss.

Based on this Level 3 valuation, we valued the ARS investments
at $55.8 million, which represents a decline in value of $2.0 million from par. We also accepted an offer from one of our investment managers that entitle us to sell our ARS to them at par starting June 2010. In October 2008, we also received
communications from Wachovia Securities indicating that Wachovia Securities expected to launch an offer to purchase ARS held by us beginning no later than June 10, 2009 and ending no later than June 30, 2009, at par value. The fair value
of the ARS with Wachovia approximates the par value. We valued the ARS Rights using a discounted cash flow approach including estimates of, based on data available as of December 31, 2008, interest rates, timing and amount of cash flow,
adjusted for any bearer risk associated with financial ability of one of our investment managers to repurchase the ARS beginning June 2010. These assumptions are volatile and subject to change as the underlying sources of these assumptions and
market conditions change.

The adoption of this statement did not have a material impact on our consolidated results of operations and
financial condition. In October 2008 the FASB Issued FASB Staff Position No. FAS157-3, Determining the Fair Value of a Financial Asset When the Market for that Asset is Not Active (FSP 157-3), to clarify the application of
the provisions of SFAS 157 in an inactive market and how an entity would determine fair value in an inactive market. FSP 157-3 became effective October 2008. The application of the provision of FSP 157-3 did not affect our results of operations or
financial condition as of and for the year ended December 31, 2008.



| |  |  | Effective January 1, 2008, we adopted SFAS No. 159 The Fair Value Option for Financial Assets and Financial Liabilities (SFAS
159). SFAS 159 allows an entity the irrevocable option to elect fair value for the initial and subsequent measurement for specified financial assets and liabilities on a
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | contract-by-contract basis. We adopted the fair value option under this Statement for our ARS Rights. The enforceability of the ARS Rights results in a put
option and should be recognized as a free standing asset separate from the ARS. As of December 31, 2008, we recorded $2.0 million as the fair value of the ARS Rights with a corresponding credit to interest income.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | After determining the fair value of our available-for-sales debt instruments, gains or losses on these securities are recorded to other comprehensive income, until
either the security is sold or we determine that the decline in value is other-than-temporary. The primary differentiating factors considered by us to classify our impairments between temporary and other-than-temporary impairments are our intent and
ability to retain our investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value, the length of the time and the extent to which the market value of the investment has been less than cost, the
financial condition and near-term prospects of the issuer. Given the current market conditions, these judgments could prove to be wrong, and companies with relatively high credit ratings and solid financial conditions may not be able to fulfill
their obligations.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

No impairment charges were recorded during the years ended December 31, 2008, 2007 and 2006. As
of December 31, 2008 and 2007, our cumulative unrealized gains (losses), net of tax benefit, related to our investments classified as available-for-sale was approximately $(2.5) million and 1.0 million, respectively. These unrecognized
losses could be recognized in the future if our other-than-temporary assessment changes.



| |  |  | We conducted our annual impairment test of goodwill as of September 30, 2008 in accordance with Statement of Financial Accounting Standard 142 (SFAS
142), Goodwill and Other Intangible Assets and SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Impairment is tested at the reporting unit level which is one level below the reportable segments.
The Consumer segment has two reporting unitsHome Entertainment and Mobile, and the Imaging segment has one reporting unit. Potential goodwill impairment is measured based upon a two-step process. In the first step, we compare the fair value of
a reporting unit with its carrying amount including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired, thus the second step of the impairment test is unnecessary.
If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of an impairment loss. The fair values of the reporting units were estimated using the expected
present value of future cash flows. The total of all reporting unit fair values was also compared to our market capitalization plus a control premium for reasonableness. We assumed a cash flow period of 10 years, long-term annual growth rate of 9%
to 13%, discount rates of 33% to 38% and terminal value growth rates of 5%. The discount rates are higher than the ones used in previous annual impairment tests due to the increase in the inherent risks in the markets in which we serve as a result
of the current economic crisis.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As a result of this test, we determined that the carrying amounts of our Consumer segment
reporting units exceeded their fair values and recorded a goodwill impairment charge of approximately $164.5 million and an impairment charge for purchased technology, customer base, tradename and other intangibles of $3.1 million in the current
year. The impairment charge was primarily due to a decrease in valuation based on a decline in our business forecasts as a result of the current economic downturn as well as a significant decline in our stock value over the last two quarters due to
the current global financial crisis.



37



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Results of Operations

The following table sets forth certain consolidated statement of operations data as a percentage of total revenues for the periods indicated:



|                                                  |  |                          |    |  |       |    |  |       |  
|------------------------------------------------- |  | ------------------------ | -- |  | ----- | -- |  | ----- | -
|                                                  |  | Years ended December 31, |   
|                                                  |  | 2008                     |    |  | 2007  |    |  | 2006  |  
|Revenues:                                         |  |                          |    |  |       |    |  |       |  
|Hardware product revenues                         |  | 86.6                     | %  |  | 87.8  | %  |  | 81.5  | %
|Software and other revenues                       |  | 13.4                     | %  |  | 12.2  | %  |  | 11.3  | %
|License revenues related to litigation settlement |  |                         |    |  |      |    |  | 7.2   | %
|                                                  |  |                          |    |  |       |    |  |       |  
|Total revenues                                    |  | 100.0                    | %  |  | 100.0 | %  |  | 100.0 | %
|                                                  |  |                          |    |  |       |    |  |       |  
|Cost and expenses:                                |  |                          |    |  |       |    |  |       |  
|Cost of hardware product revenues                 |  | 52.2                     | %  |  | 46.6  | %  |  | 45.6  | %
|Research and development                          |  | 26.9                     | %  |  | 22.2  | %  |  | 20.0  | %
|Selling, general and administrative               |  | 21.6                     | %  |  | 22.2  | %  |  | 22.1  | %
|Amortization of intangible assets                 |  | 5.3                      | %  |  | 8.5   | %  |  | 10.1  | %
|Impairment of goodwill and intangible assets      |  | 38.2                     | %  |  |      |    |  |      |  
|In-process research and development               |  | 5.1                      | %  |  |      |    |  |      |  
|                                                  |  |                          |    |  |       |    |  |       |  
|Total costs and expenses                          |  | 149.3                    | %  |  | 99.5  | %  |  | 97.8  | %
|                                                  |  |                          |    |  |       |    |  |       |  
|Operating income (loss)                           |  | (49.3                    | )% |  | 0.5   | %  |  | 2.2   | %
|                                                  |  |                          |   
|Interest and other income (expense), net          |  | 2.9                      | %  |  | 2.7   | %  |  | 2.3   | %
|                                                  |  |                          |    |  |       |    |  |       |  
|Income (loss) before income taxes                 |  | (46.4                    | )% |  | 3.2   | %  |  | 4.5   | %
|Provision (benefit) for income taxes              |  | 2.8                      | %  |  | (9.8  | )% |  | 1.2   | %
|                                                  |  |                          |    |  |       |    |  |       |  
|Net income (loss)                                 |  | (49.2                    | )% |  | 13.0  | %  |  | 3.3   | %
|                                                  |  |                          |    |  |       |    |  |       |  
|Supplemental Operating Data:                      |  |                          |    |  |       |    |  |       |  
|Product gross margin                              |  | 39.7                     | %  |  | 46.9  | %  |  | 44.0  | %



38



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##### Table of Contents

The following table summarizes selected consolidated statement of operations data and changes from the
period to period (dollars in thousands, except for percentages):



|                                                           |  |                         |          |   |        |   |         |   |  |   |          |   |  |       |   
|---------------------------------------------------------- |  | ----------------------- | -------- | - | ------ | - | ------- | - |  | - | -------- | - |  | ----- | --
|                                                           |  | Year ended December 31, |          |   | Change |  
|                                                           |  | 2008                    |          |   | 2007   |   |         | $ |  |   | %        |  
|Revenues:                                                  |  |                         |          |   |        |   |         |   |  |   |          |   |  |       |   
|Hardware product revenues                                  |  | $                       | 379,823  |   |        | $ | 445,370 |   |  | $ | (65,547  | ) |  | (14.7 | )%
|Software and other revenues                                |  |                         | 58,716   |   |        |   | 61,991  |   |  |   | (3,275   | ) |  | (5.3  | )%
|                                                           |  |                         |          |   |        |   |         |   |  |   |          |   |  |       |   
|Total revenues                                             |  |                         | 438,539  |   |        |   | 507,361 |   |  |   | (68,822  | ) |  | (13.6 | )%
|                                                           |  |                         |          |   |        |   |         |   |  |   |          |   |  |       |   
|Cost and expenses:                                         |  |                         |          |   |        |   |         |   |  |   |          |   |  |       |   
|Cost of hardware product revenues                          |  |                         | 229,008  |   |        |   | 236,282 |   |  |   | (7,274   | ) |  | (3.1  | )%
|Research and development                                   |  |                         | 117,948  |   |        |   | 113,140 |   |  |   | 4,808    |   |  | 4.2   | % 
|Selling, general and administrative                        |  |                         | 94,562   |   |        |   | 112,422 |   |  |   | (17,860  | ) |  | (15.9 | )%
|Amortization of intangible assets                          |  |                         | 23,096   |   |        |   | 43,224  |   |  |   | (20,128  | ) |  | (46.6 | )%
|Impairment of goodwill and intangible assets               |  |                         | 167,579  |   |        |   |        |   |  |   | 167,579  |   |  | *     |   
|In-process research and development                        |  |                         | 22,383   |   |        |   |        |   |  |   | 22,383   |   |  | *     |   
|                                                           |  |                         |          |   |        |   |         |   |  |   |          |   |  |       |   
|Total costs and expenses                                   |  |                         | 654,576  |   |        |   | 505,068 |   |  |   | 149,508  |   |  | 29.6  | % 
|                                                           |  |                         |          |   |        |   |         |   |  |   |          |   |  |       |   
|Operating income (loss)                                    |  |                         | (216,037 | ) |        |   | 2,293   |   |  |   | (218,330 | ) |  | *     |   
|                                                           |  |                         |          |  
|Interest and other income (expense), net                   |  |                         | 12,589   |   |        |   | 14,058  |   |  |   | (1,469   | ) |  | (10.4 | )%
|Provision (benefit) for income taxes                       |  |                         | 12,279   |   |        |   | (49,835 | ) |  |   | 62,114   |   |  | *     |   
|                                                           |  |                         |          |   |        |   |         |   |  |   |          |   |  |       |   
|Net income (loss)                                          |  | $                       | (215,727 | ) |        | $ | 66,186  |   |  | $ | (281,913 | ) |  | *     |   
|                                                           |  |                         |          |   |        |   |         |   |  |   |          |   |  |       |   
|Supplemental Operating Data:                               |  |                         |          |   |        |   |         |   |  |   |          |   |  |       |   
|Cost of hardware product as % of hardware product revenues |  |                         | 60.3     | % |        |   | 53.1    | % |  |   |          |   |  |       |   



|* | not meaningful
|- | --------------



|                                                           |  |                         |         |   |        |   |         |   |  |   |         |   |  |       |   
|---------------------------------------------------------- |  | ----------------------- | ------- | - | ------ | - | ------- | - |  | - | ------- | - |  | ----- | --
|                                                           |  | Year ended December 31, |         |   | Change |  
|                                                           |  | 2007                    |         |   | 2006   |   |         | $ |  |   | %       |  
|Revenues:                                                  |  |                         |         |   |        |   |         |   |  |   |         |   |  |       |   
|Hardware product revenues                                  |  | $                       | 445,370 |   |        | $ | 403,744 |   |  | $ | 41,626  |   |  | 10.3  | % 
|Software and other revenues                                |  |                         | 61,991  |   |        |   | 56,269  |   |  |   | 5,722   |   |  | 10.2  | % 
|License revenues related to litigation settlement          |  |                         |        |   |        |   | 35,792  |   |  |   | (35,792 | ) |  | *     |   
|                                                           |  |                         |         |   |        |   |         |   |  |   |         |   |  |       |   
|Total revenues                                             |  |                         | 507,361 |   |        |   | 495,805 |   |  |   | 11,556  |   |  | 2.3   | % 
|                                                           |  |                         |         |   |        |   |         |   |  |   |         |   |  |       |   
|Cost and expenses:                                         |  |                         |         |   |        |   |         |   |  |   |         |   |  |       |   
|Cost of hardware product revenues                          |  |                         | 236,282 |   |        |   | 226,260 |   |  |   | 10,022  |   |  | 4.4   | % 
|Research and development                                   |  |                         | 113,140 |   |        |   | 99,102  |   |  |   | 14,038  |   |  | 14.2  | % 
|Selling, general and administrative                        |  |                         | 112,422 |   |        |   | 109,825 |   |  |   | 2,597   |   |  | 2.4   | % 
|Amortization of intangible assets                          |  |                         | 43,224  |   |        |   | 50,062  |   |  |   | (6,838  | ) |  | (13.7 | )%
|                                                           |  |                         |         |   |        |   |         |   |  |   |         |   |  |       |   
|Total costs and expenses                                   |  |                         | 505,068 |   |        |   | 485,249 |   |  |   | 19,819  |   |  | 4.1   | % 
|                                                           |  |                         |         |   |        |   |         |   |  |   |         |   |  |       |   
|Operating income (loss)                                    |  |                         | 2,293   |   |        |   | 10,556  |   |  |   | (8,263  | ) |  | *     |   
|                                                           |  |                         |         |  
|Interest and other income (expense), net                   |  |                         | 14,058  |   |        |   | 11,534  |   |  |   | 2,524   |   |  | 21.9  | % 
|Provision (benefit) for income taxes                       |  |                         | (49,835 | ) |        |   | 5,762   |   |  |   | (55,597 | ) |  | *     |   
|                                                           |  |                         |         |   |        |   |         |   |  |   |         |   |  |       |   
|Net income (loss)                                          |  | $                       | 66,186  |   |        | $ | 16,328  |   |  | $ | 49,858  |   |  |       |   
|                                                           |  |                         |         |   |        |   |         |   |  |   |         |   |  |       |   
|Supplemental Operating Data:                               |  |                         |         |   |        |   |         |   |  |   |         |   |  |       |   
|Cost of hardware product as % of hardware product revenues |  |                         | 53.1    | % |        |   | 56.0    | % |  |   |         |   |  |       |   



|* | not meaningful
|- | --------------



39



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##### Table of Contents

Year Ended December 31, 2008 Compared to Year Ended December 31, 2007

Revenues

Total revenues decreased by
$68.8 million, or 13.6 %, to $438.5 million in 2008 from $507.4 million in 2007. Consumer segment revenues decreased by $50.4 million while Imaging segment revenues decreased by $18.5 million. Within the Consumer segment, revenues from DVD and
Mobile products were down by $79.3 million and $15.9 million, respectively. Partially offsetting the decrease in DVD and Mobile products revenue was an increase in DTV products revenue of $44.8 million. The decrease in Imaging segment revenues
was due to a reduction in Imaging hardware product revenues of $16.3 million and a decrease in Imaging software and other revenues of $2.2 million. We believe that the recent worldwide economic downturn has adversely affected the markets that our
customers serve, and we expect this impact may continue to reduce sales of our products until the economy begins to recover.

Hardware
product revenues decreased by $65.5 million, or 14.7%, to $379.8 million in 2008 from $445.4 million in 2007. Hardware product revenues decreased $49.3 million in the Consumer segment and $16.3 million in the Imaging segment. Within the Consumer
segment, hardware product revenues for DVD products decreased by $78.1 million primarily as a result of lower unit shipments and hardware product revenues for Mobile products decreased by $15.9 million, primarily due to lower average selling prices.
Partially offsetting the reduced hardware product revenues for DVD and Mobile products was an increase of $44.7 million for DTV products due primarily to increased unit shipments. The decrease in Imaging hardware product revenues was primarily due
to reduced unit shipments.

Software and other revenues decreased by $3.3 million, or 5.3%, to $58.7 million in 2008 from $62.0 million in
2007. The changes in software and other revenues were primarily due to decrease in royalty revenues from customers in the Imaging segment due to decrease in unit shipments of products that include our software and the timing of new agreements.

Cost of Hardware Product Revenues

Cost of hardware product revenues were $229.0 million in 2008 compared to $236.3 million in 2007 (60.3% and 53.1% of hardware product revenues, respectively). The increase in hardware product costs as a percentage of
hardware product revenues in 2008 versus 2007 was primarily a result of product mixproducts with a higher percent of cost per revenue represented a greater proportion of products sold. In addition, in the first half of 2008, we experienced
initial cost challenges related to ramp in volume of certain new products. Cost of hardware product revenues as a percentage of product revenue was also impacted by declines in average selling prices, particularly for our Mobile and DVD products.

Research and Development

Research and development expenses increased to $117.9 million in 2008 from $113.1 million in 2007, an increase of $4.8 million or 4.2%. The increase in 2008 was primarily due to a $3.2 million increase as a result of the inclusion of the
operations of Let It Wave which we acquired in June 2008; an increase from fluctuations based on the timing of tape-outs which include mask sets and engineering wafers and continued investments in research and development in the consumer segment.

Selling, General and Administrative

Selling, general and administrative (SG&A) expenses decreased to $94.6 million in 2008 from $112.4 million in 2007, representing a 15.9% decrease. This fluctuation in spending was primarily due to
higher legal and accounting expenses in 2007 which was reduced in 2008 as a result of the completion of our investigation and derivative lawsuit related to our historical stock option granting practices. In addition, stock-based compensation
expenses were lower in 2008 compared to 2007.



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##### Table of Contents

Amortization of Intangible Assets

Amortization expense decreased to $23.1 million in 2008 from $43.2 million in 2007, a decrease of $20.1 million or 46.6% as a portion of our intangible
assets became fully amortized during the current year. At December 31, 2008, we had approximately $1.1 million in net intangible assets acquired through the Let It Wave acquisition, which we will continue to amortize on a straight line basis
through 2011.

Impairment of Goodwill and Intangible Assets

During the current year, as a result of our annual impairment test, we determined that the carrying amount of certain reporting units exceeded their fair
value resulting in an impairment charge of $164.5 million related to goodwill recorded in our Consumer business segment and $3.1 million related to intangible assets in our Consumer business segment. Refer to Note 6 to Consolidated Financial
Statements for additional discussion on the impairments.

In-Process Research and Development

In 2008, we recorded an in-process research and development expense of $22.4 million as part of the June 2008 acquisition of Let It Wave. The in-process
research and development has not yet reached technological feasibility and has no alternative future use. Accordingly the amount allocated to in-process research and development was immediately expensed upon the acquisition date. The value of
in-process research and development was determined using the multi-period excess earnings method by estimating the expected net cash flows from the projects once commercially viable, discounting the net cash flows back to their present value using a
discount rate of 15%. This rate was based on the industry segment for the technology, nature of the products to be developed, relative risk of successful development, time-value of money, length of time to complete the project and overall maturity
and history of the development team. Revenues for the incremental core technology are expected to commence in 2009. Revenue projections were based on estimates of market size and growth, expected trends in technology and the expected timing of new
product introductions. As of December 31, 2008, there have been no material variations from the underlying assumptions that were used in the original computation of the value of the acquired entity.

There were no charges recorded for in-process research and development in 2007.

Interest and Other Income (Expense)

Interest and other income (expense) was $12.6 million in 2008 compared to $14.1 million in 2007. Interest income was $13.8 million in 2008 compared to $16.5 million in 2007. The decrease in interest income in 2008 was primarily due to lower
average interest earned on our cash and short term investment balances due to declines in the interest rate. Interest and other income, net during the year ended December 31, 2008 included a gain of $2.0 million from rights offered by UBS,
largely offset by the losses recorded on the auction rate securities from UBS due to a reclassification of these securities from available-for-sale to trading.

Other expense was $1.2 million in 2008 compared to $2.4 million in 2007. The changes in other expense in 2008 compared to 2007 was primarily due to foreign currency remeasurement losses as a result of the decline in
the value of the U.S. dollar in comparison to currencies in countries in which we operate and fluctuations in realized gains due to timing of sale of investments. Other expense in 2007 included a write-down of a long-term equity investment in a
private company by $2.0 million.

Provision (Benefit) for Income Taxes

We recorded a tax provision of $12.3 million in 2008 compared to a tax benefit of $49.8 million in 2007. The 2008 provision is primarily for the accrual
of taxes we expect to owe in our profitable jurisdictions and an expense of $8.7 million associated with a valuation allowance in foreign jurisdictions where it is no longer more likely than not that we will fully utilize our deferred tax assets. In
addition, due to statute of limitations lapses in



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##### Table of Contents

various jurisdictions, there was a release of approximately $1.3 million of our FIN No. 48 liability. The tax benefit for the year ended
December 31, 2007 of $49.8 million included a benefit of $51.4 million, net of provision, from the release of the valuation allowance at December 31, 2007.

The income tax provision (benefit) for these periods was affected by the geographic distribution of our worldwide earnings and losses, the impacts of recording or removing the valuation allowance relating to deferred
tax assets, non-deductible expenses such as SFAS 123R stock-based compensation expense, as well as the accrual of liabilities associated with unrecognized tax benefits. Our Israel based subsidiary is an Approved Enterprise under Israeli
law, which provides a ten-year tax holiday for income attributable to a portion of our operations in Israel.

Year Ended December 31, 2007 Compared
to Year Ended December 31, 2006

Revenues

Total revenues increased by $11.6 million, or 2.3%, to $507.4 million in 2007 from $495.8 million in 2006. Total revenues for the year ended December 31, 2006 included $35.8 million in revenues related to the
litigation settlement that did not recur. Excluding the litigation settlement revenues, revenues for 2007 increased by $47.4 million compared to the same period in 2006. This increase was a result of a $29.4 million increase in the Consumer segment
revenues and an $18.0 million increase in the Imaging segment revenues. The increase in Consumer segment revenues in 2007 was driven by an increase in revenues for Mobile products of $30.4 million or 19.9% offset by decreases in revenues of $0.6
million and $0.4 million for DVD and DTV products respectively. The increase in Imaging segment revenues in 2007 of $18.0 million or 24.0% was due to an increase in hardware product revenues of $12.2 million and an increase in software and other
revenues of $5.8 million.

Hardware product revenues increased by $41.6 million, or 10.3%, to $445.4 million in 2007 from $403.7 million in
2006 reflecting increases of $29.4 million in the Consumer segment and $12.2 million in the Imaging segment. The increase in both the Consumer and Imaging segment revenues were primarily driven by increased unit shipments. Within the Consumer
segment, hardware product revenues increased $30.7 million for Mobile products and $0.8 million for DTV products, partially offset by a decrease of $2.1 million for DVD products. The increase in hardware product revenues for Mobile and DTV products
was driven by increased unit shipments while the decrease in hardware product revenues for DVD products was due to a decrease in average selling prices.

Software and other revenues increased by $5.7 million, or 10.2%, to $62.0 million in 2007 from $56.3 million in 2006 primarily due to a $5.8 million increase in Imaging segment revenues driven by a $4.8 million
increase in royalty revenue.

Cost of Hardware Product Revenues

Cost of hardware product revenues were $236.3 million in 2007 compared to $226.3 million in 2006. The increase in costs was primarily a result of the
corresponding increase in hardware product revenues. As a percentage of hardware product revenues, hardware product costs were 53.1% in 2007 compared to 56.0% in 2006. The decrease in hardware product costs as a percentage of hardware product
revenues in 2007 versus 2006 was associated with lower per unit product costs and a change in product mix as revenues from the lower margin DVD product line represented a smaller proportion of total hardware product revenue with a relative increase
in revenue from the higher margin Mobile and Imaging product lines.

Research and Development

Research and development expenses increased to $113.1 million in 2007 from $99.1 million in 2006, an increase of $14.0 million or 14.2%. The increase in
2007 was primarily due to an increase from fluctuations based on the timing of tape-outs which include mask sets and engineering wafers and continued investments in research and development across all our segments.



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##### Table of Contents

Selling, General and Administrative

Selling, general and administrative (SG&A) expenses increased to $112.4 million in 2007 from $109.8 million in 2006, representing a 2.4%
increase. This increase was primarily due to an increase in legal fees by $3.0 million incurred in connection with the ongoing stock option review and other litigation matters and continued increases in marketing and field application support
expenses to support revenue growth in our Asia Pacific markets. SG&A expenses in 2006 included a $3.8 million provision for doubtful accounts to cover slow paying accounts.

Amortization of Intangible Assets

Amortization expense decreased to $43.2 million in 2007 from $50.1 million in 2006, a decrease of $6.9 million or 13.7% as a portion of our intangible assets became fully amortized during the current year. At December 31, 2007, we had
approximately $25.9 million in net intangible assets.

Interest and Other Income (Expense)

The increase in interest and other income (expense) in 2007 compared to 2006 reflect higher average cash and investment balances. Other income (expense)
in 2007 included foreign currency remeasurement losses as a result of the decline in the value of the U.S. dollar in comparison to currencies in countries in which we operate as well as a write-down of a long-term equity investment in a private
company by $2.0 million.

Provision (Benefit) for Income Taxes

The tax benefit for the year ended December 31, 2007 of $49.8 million reflects a provision of $1.6 million and a benefit of $51.4 million from the
release of the valuation allowance at December 31, 2007. At the time, we believed that it was more likely than not that our deferred tax assets would be fully utilized in the future, and accordingly, we released the valuation allowance on those
assets at year end. In the fourth quarter of 2007, we determined that the relative weight of positive and negative evidence supported the conclusion that it was more likely than not that our deferred tax assets would be realized. As a result, the
balance sheet at December 31, 2007 reflected $55.9 million of deferred tax assets. The offsetting benefit was allocated $4.1 million to decrease goodwill and $0.4 million to previously unbenefitted withholding taxes and $51.4 million to
deferred tax benefit. The current provision of $1.6 million is primarily due to federal and foreign accrued liabilities. The tax provision for the year ended December 31, 2006 of $5.8 million included a one time charge of $4.3 million for tax
expense related to litigation settlement. The remaining tax expense is related to the utilization of previously unbenefitted purchased NOLs which when utilized reduce goodwill and not tax expense along with statutory taxes in our non-U.S.
subsidiaries.

Our effective income tax rate has benefited from the availability of previously unbenefitted NOLs which we have utilized to
reduce tax expense for U.S. federal income tax purposes and by our Israel based subsidiarys status as an Approved Enterprise under Israeli law, which provides a ten-year tax holiday for income attributable to a portion of our
operations in Israel. Our U.S. federal NOLs expire at various times between 2009 and 2024, and the benefits from our subsidiarys Approved Enterprise status expire at various times beginning in 2011.

Liquidity and Capital Resources

At December 31,
2008, we had $110.6 million of cash and cash equivalents and $247.9 million of short-term investments. At December 31, 2008, we had $378.2 million of working capital.

Our operating activities generated cash of $26.2 million during 2008. While we recorded a net loss of $215.7 million, this loss included non-cash items
such as impairment of goodwill and intangible assets of $167.6 million, amortization of intangible assets of $23.1 million, depreciation of $8.0 million, in-process research and



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development expense of $22.4 million, stock-based compensation expense of $13.1 million and deferred income taxes of $7.5 million resulting in our net income
adjusted for non-cash items totaling $26.0 million. Cash flow from changes in assets and liabilities was insignificant and was due to decreases in accounts receivable by $35.5 million due to the timing of collections, inventory by $11.6 million
due to lower levels based on reduced demand and prepaid expenses, other current assets and other assets by $6.9 million. These changes were partially offset by a decrease in accounts payable, accrued expenses and other liabilities totaling $53.6
million due to timing of payments.

Cash used in investing activities was $10.6 million during 2008. Proceeds from sales and maturities of
investments, net of purchases, of $17.9 million was offset by $22.8 million used for the acquisition of Let It Wave and $5.7 million used for purchases of property and equipment.

Cash used in financing activities during 2008 was $2.3 million. Repurchases of common stock of $10.0 million under our Stock Repurchase Program was
offset by $7.7 million of proceeds received from issuances of common stock through exercises of stock options and proceeds from the sale of stock under our employee stock purchase plan.

Our operating activities generated cash of $94.9 million during 2007, primarily due to net income of $66.2 million and non-cash items such as
amortization of $43.2 million, depreciation of $7.9 million, stock- based compensation expense of $13.9 million and deferred tax benefit of $51.9 million due to the release of the deferred tax valuation allowance. Cash provided by operations also
increased due to a $34.1 million increase in accounts payable; $7.8 million increase in accrued expenses and other liabilities due to timing of payments. These increases were partially offset by an increase in accounts receivable by $15.5 million
due to increase in revenues; an increase in inventories by $3.9 million to meet the increasing demand for our products and an increase in prepaid expenses and other assets by $8.1 million.

Cash used in investing activities was $124.0 million during 2007, principally reflecting the net purchase of investments of $114.1 million. In addition
we spent $9.9 million for the purchases of property and equipment.

Cash provided by financing activities was $26.4 million during 2007 and
consisted of proceeds received from issuances of common stock through exercises of employee stock options and proceeds from the sale of stock under our employee stock purchase plan.

At December 31, 2008 and 2007, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often
referred to as structured finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Accordingly, we are not exposed to the type of financing,
liquidity, market or credit risk that could arise if we had engaged in such relationships.

We believe that our current balances of cash,
cash equivalents and short-term investments, and anticipated cash flows from operations, will satisfy our anticipated working capital and capital expenditure requirements at least through the next 12 months. Nonetheless, our future capital
requirements may vary materially from those now planned and will depend on many factors including, but not limited to:



| |  |  | the levels at which we maintain inventories and accounts receivable;
| | - |  | --------------------------------------------------------------------



| |  |  | the market acceptance of our products;
| | - |  | --------------------------------------



| |  |  | the levels of promotion and advertising required to launch our new products or to enter markets and attain a competitive position in the marketplace;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our business, product, capital expenditure and research and development plans and technology roadmap;
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | volume pricing concessions;
| | - |  | ---------------------------



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| |  |  | capital improvements;
| | - |  | ---------------------



| |  |  | technological advances;
| | - |  | -----------------------



| |  |  | the response of competitors to our products; and
| | - |  | ------------------------------------------------



| |  |  | our relationships with suppliers and customers.
| | - |  | -----------------------------------------------

In addition, we may require an increase in the level of working capital to accommodate planned growth, hiring and infrastructure needs. Additional capital may also be required for additional acquisitions of
businesses, products or technologies.

To the extent that our existing resources and cash generated from operations are insufficient to
fund our future activities, we may need to raise additional funds through public or private financings or borrowings. If additional funds are raised through the issuance of debt securities, these securities could have rights, preferences and
privileges senior to holders of common stock, and the terms of this debt could impose restrictions on our operations. The sale of additional equity or convertible debt securities could result in additional dilution to our stockholders. We cannot be
certain that additional financing will be available in amounts or on terms acceptable to us, if at all. If we are unable to obtain this additional financing, we may be required to reduce the scope of our planned product development and sales and
marketing efforts, which could harm our business, financial condition and operating results.

At December 31, 2008 we held ARS with a
par value of $57.8 million and a fair value of $55.8 million. During the year ended December 31, 2008, we sold $27.6 million of our ARS at par value. Our ARS are high grade long-term debt instruments backed by student loans which are
guaranteed by the United States government. All of our ARS have credit ratings of AAA or AA, and none are mortgage-backed debt obligations. Historically, our ARS were highly liquid, using a Dutch auction process that resets the applicable
interest rate at predetermined intervals, typically every 35 days, to provide liquidity at par. However, as a result of liquidity issues in the global credit and capital markets, the auctions for most of our ARS failed beginning in the
first quarter of 2008 when sell orders exceeded buy orders. The failures of these auctions do not affect the value of the collateral underlying the ARS, and we continue to earn and receive interest on our ARS at a pre-determined formula with
spreads tied to particular interest rate indexes. See Note 5 to the Consolidated Financial Statements.

Our investment policy focuses on
three objectives: to preserve capital, to meet liquidity requirements and to maximize total return. Our investment policy establishes minimum ratings for each classification of investment and investment concentration is limited in order to minimize
risk, and the policy also limits the final maturity on any investment and the overall duration of the portfolio. Given the overall market conditions, we regularly review our investment portfolio to ensure adherence to our investment policy and to
monitor individual investments for risk analysis and proper valuation.

We hold our marketable securities as trading and available-for-sale
and mark them to market. We expect to realize the full value of our marketable securities upon maturity or sale, as we have the intent and believe we have the ability to hold the securities until the full value is realized. However, we cannot
provide any assurance that our invested cash, cash equivalents and marketable securities will not be impacted by adverse conditions in the financial markets, which may require us to record an impairment charge that could adversely impact our
financial results.

Contractual Obligations

The following is a summary of fixed payments related to certain contractual obligations (in thousands):



|                                         |  |       |        |      |   |        |  |      |        |      |   |       |  |            |       |  |   |       |  |   |       
|---------------------------------------- |  | ----- | ------ | ---- | - | ------ |  | ---- | ------ | ---- | - | ----- |  | ---------- | ----- |  | - | ----- |  | - | ------
|Contractual Obligation                   |  | Total |        | 2009 |   | 2010   |  | 2011 |        | 2012 |   | 2013  |  | Thereafter
|Operating leases and license commitments |  | $     | 62,096 |      | $ | 18,503 |  | $    | 11,144 |      | $ | 7,468 |  | $          | 5,037 |  | $ | 4,835 |  | $ | 15,109
|Purchase commitments                     |  |       | 13,011 |      |   | 13,011 |  |      |       |      |   |      |  |            |      |  |   |      |  |   |      
|                                         |  |       |        |      |   |        |  |      |        |      |   |       |  |            |       |  |   |       |  |   |       
|Total                                    |  | $     | 75,107 |      | $ | 31,514 |  | $    | 11,144 |      | $ | 7,468 |  | $          | 5,037 |  | $ | 4,835 |  | $ | 15,109
|                                         |  |       |        |      |   |        |  |      |        |      |   |       |  |            |       |  |   |       |  |   |       



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Other commitments Effective January 1, 2007, we adopted the provisions of FIN
No. 48. The above table does not reflect our December 31, 2008 unrecognized tax benefits of $33.6 million. If none of the unrecognized tax benefits are realized, our potential cash outflow is estimated to be $3.2 million. The timing
of the cash outflow cannot be determined; however, it is possible that some of the cash payments may occur in the next twelve months. Refer to Note 13 to the Consolidated Financial Statements for additional discussion on unrecognized tax benefits.

Item 7AQuantitative and Qualitative Disclosures About Market Risk

We are exposed to financial market risks, including changes in interest rates and foreign currency exchange rates.

Interest Rate Risk

We invest in a variety of
financial instruments, consisting principally of investments in commercial paper, money market funds, auction rate securities and highly liquid debt securities of corporations, municipalities and the United States government and its agencies. These
investments are denominated in United States dollars. We do not maintain derivative financial instruments. We place our investments in instruments that meet high credit quality standards, as specified in our investment policy guidelines.

We account for our investment instruments in accordance with SFAS 115, Accounting for Certain Investments in Debt and Equity Securities
(SFAS 115). All of the cash equivalents and marketable securities except for ARS held by UBS are treated as available-for-sale under SFAS 115. Investments in both fixed rate and floating rate interest earning instruments
carry a degree of interest rate risk. Fixed rate securities may have their market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due in part to
these factors, our future investment income may fall short of expectations due to changes in interest rates or we may suffer losses in principal if we are forced to sell securities that decline in market value due to changes in interest rates.
However, because we classify our debt securities as available-for-sale no gains or losses are recognized due to changes in interest rates unless such securities are sold prior to maturity or declines in fair value are determined to be
other than temporary. These securities are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income, a component of stockholders equity, net of tax.

Due mainly to the short-term nature of the major portion of our investment portfolio, the fair value of our investment portfolio or related income would
not be significantly impacted by either a 10% increase or decrease in interest rates.

Exchange Rate Risk

Currently, sales and arrangements with third-party manufacturers provide for pricing and payment in US dollars, and, therefore, are not subject to
exchange rate fluctuations. Increases in the value of the United States dollar relative to other currencies would make our products more expensive, which could negatively impact our ability to compete. Conversely, decreases in the value of the
US dollar relative to other currencies could result in our suppliers raising their prices in order to continue doing business with us.

A
portion of the cost of our operations, relating mainly to our personnel and facilities in Israel, Asia and Europe, are transacted in foreign currencies. To date, we have not engaged in any currency hedging activities, although we may do so in the
future. Significant fluctuations in currency exchange rates could impact our business in the future.



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Item 8Financial Statements and Supplemental Data

Index to Consolidated Financial Statements



|                                                                                                                                      |  |   
|------------------------------------------------------------------------------------------------------------------------------------- |  | --
|Report of Independent Registered Public Accounting Firm                                                                               |  | 48
|Consolidated Balance Sheets as of December 31, 2008 and 2007                                                                          |  | 49
|Consolidated Statements of Operations for the years ended December 31, 2008, 2007 and 2006                                            |  | 50
|Consolidated Statements of Stockholders Equity and Comprehensive Income (Loss) for the years ended December 
31, 2008, 2007 and 2006 |  | 51
|Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006                                            |  | 52
|Notes to Consolidated Financial Statements                                                                                            |  | 53



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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Zoran Corporation:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of stockholders equity and comprehensive income (loss) and of cash flows present fairly, in all material respects, the
financial position of Zoran Corporation and its subsidiaries at December 31, 2008 and December 31, 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. 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 in Internal 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, 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 Reportingappearing under Item 9A. Our responsibility is to express opinions on these financial statements 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 13 to the consolidated financial statements, in fiscal 2007, the Company changed the manner in which it accounts for uncertain tax positions.

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

PricewaterhouseCoopers LLP

San Jose, CA

February 26, 2009



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ZORAN CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)



|                                                                                                                                                                                                                                                 |  |                  |          |   |                  |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------- | -------- | - | ---------------- | - | -------- | -
|                                                                                                                                                                                                                                                 |  | December 31,2008 |          |   | December 31,2007 |  
|ASSETS                                                                                                                                                                                                                                           |  |                  |          |   |                  |   |          |  
|Current assets:                                                                                                                                                                                                                                  |  |                  |          |   |                  |   |          |  
|Cash and cash equivalents                                                                                                                                                                                                                        |  | $                | 110,643  |   |                  | $ | 97,377   |  
|Short-term investments                                                                                                                                                                                                                           |  |                  | 247,884  |   |                  |   | 222,432  |  
|Accounts receivable, net of allowance for doubtful accounts of $8,303 and $9,193, respectively                                                                                                                                                   |  |                  | 22,845   |   |                  |   | 58,220   |  
|Inventory                                                                                                                                                                                                                                        |  |                  | 37,365   |   |                  |   | 48,992   |  
|Prepaid expenses and other current assets                                                                                                                                                                                                        |  |                  | 25,549   |   |                  |   | 25,189   |  
|                                                                                                                                                                                                                                                 |  |                  |          |   |                  |   |          |  
|Total current assets                                                                                                                                                                                                                             |  |                  | 444,286  |   |                  |   | 452,210  |  
|Property and equipment, net                                                                                                                                                                                                                      |  |                  | 15,811   |   |                  |   | 17,636   |  
|Deferred income taxes                                                                                                                                                                                                                            |  |                  | 37,045   |   |                  |   | 43,218   |  
|Other assets                                                                                                                                                                                                                                     |  |                  | 32,614   |   |                  |   | 27,282   |  
|Long term investments                                                                                                                                                                                                                            |  |                  | 37,425   |   |                  |   | 85,350   |  
|Goodwill                                                                                                                                                                                                                                         |  |                  | 4,197    |   |                  |   | 168,691  |  
|Intangible assets, net                                                                                                                                                                                                                           |  |                  | 1,069    |   |                  |   | 25,945   |  
|                                                                                                                                                                                                                                                 |  |                  |          |   |                  |   |          |  
|Total assets                                                                                                                                                                                                                                     |  | $                | 572,447  |   |                  | $ | 820,332  |  
|                                                                                                                                                                                                                                                 |  |                  |          |   |                  |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                                                             |  |                  |          |   |                  |   |          |  
|Current liabilities:                                                                                                                                                                                                                             |  |                  |          |   |                  |   |          |  
|Accounts payable                                                                                                                                                                                                                                 |  | $                | 29,918   |   |                  | $ | 67,836   |  
|Accrued expenses and other current liabilities                                                                                                                                                                                                   |  |                  | 36,134   |   |                  |   | 43,968   |  
|                                                                                                                                                                                                                                                 |  |                  |          |   |                  |   |          |  
|Total current liabilities                                                                                                                                                                                                                        |  |                  | 66,052   |   |                  |   | 111,804  |  
|                                                                                                                                                                                                                                                 |  |                  |          |   |                  |   |          |  
|Other long-term liabilities                                                                                                                                                                                                                      |  |                  | 26,985   |   |                  |   | 20,756   |  
|Commitments and contingencies (Note 9)                                                                                                                                                                                                           |  |                  |          |   |                  |   |          |  
|Stockholders equity:                                                                                                                                                                                                                            |  |                  |          |   |                  |   |          |  
|Common stock, $0.001 par value; 105,000,000 shares authorized at December 31, 2008 and December 31, 2007; 51,171,241 shares issued
and outstanding as of December 31, 2008; and 51,407,860 shares issued and outstanding as of December 31, 2007 |  |                  | 51       |   |                  |   | 51       |  
|Additional paid-in capital                                                                                                                                                                                                                       |  |                  | 858,429  |   |                  |   | 847,597  |  
|Accumulated other comprehensive income (loss)                                                                                                                                                                                                    |  |                  | (2,472   | ) |                  |   | 995      |  
|Accumulated deficit                                                                                                                                                                                                                              |  |                  | (376,598 | ) |                  |   | (160,871 | )
|                                                                                                                                                                                                                                                 |  |                  |          |   |                  |   |          |  
|Total stockholders equity                                                                                                                                                                                                                       |  |                  | 479,410  |   |                  |   | 687,772  |  
|                                                                                                                                                                                                                                                 |  |                  |          |   |                  |   |          |  
|Total liabilities and stockholders equity                                                                                                                                                                                                       |  | $                | 572,447  |   |                  | $ | 820,332  |  
|                                                                                                                                                                                                                                                 |  |                  |          |   |                  |   |          |  

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



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ZORAN CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)



|                                                           |  |                         |          |   |      |   |         |      |  |   |        
|---------------------------------------------------------- |  | ----------------------- | -------- | - | ---- | - | ------- | ---- |  | - | -------
|                                                           |  | Year Ended December 31,
|                                                           |  | 2008                    |          |   | 2007 |   |         | 2006
|Revenues:                                                  |  |                         |          |   |      |   |         |      |  |   |        
|Hardware product revenues                                  |  | $                       | 379,823  |   |      | $ | 445,370 |      |  | $ | 403,744
|Software and other revenues                                |  |                         | 58,716   |   |      |   | 61,991  |      |  |   | 56,269 
|License revenues related to litigation settlement          |  |                         |         |   |      |   |        |      |  |   | 35,792 
|                                                           |  |                         |          |   |      |   |         |      |  |   |        
|Total revenues                                             |  |                         | 438,539  |   |      |   | 507,361 |      |  |   | 495,805
|                                                           |  |                         |          |   |      |   |         |      |  |   |        
|Costs and expenses:                                        |  |                         |          |   |      |   |         |      |  |   |        
|Cost of hardware product revenues                          |  |                         | 229,008  |   |      |   | 236,282 |      |  |   | 226,260
|Research and development                                   |  |                         | 117,948  |   |      |   | 113,140 |      |  |   | 99,102 
|Selling, general and administrative                        |  |                         | 94,562   |   |      |   | 112,422 |      |  |   | 109,825
|Amortization of intangible assets                          |  |                         | 23,096   |   |      |   | 43,224  |      |  |   | 50,062 
|Impairment of goodwill and intangible assets               |  |                         | 167,579  |   |      |   |        |      |  |   |       
|In-process research and development                        |  |                         | 22,383   |   |      |   |        |      |  |   |       
|                                                           |  |                         |          |   |      |   |         |      |  |   |        
|Total costs and expenses                                   |  |                         | 654,576  |   |      |   | 505,068 |      |  |   | 485,249
|                                                           |  |                         |          |   |      |   |         |      |  |   |        
|Operating income (loss)                                    |  |                         | (216,037 | ) |      |   | 2,293   |      |  |   | 10,556 
|Interest income                                            |  |                         | 13,760   |   |      |   | 16,511  |      |  |   | 11,057 
|Other income (expense), net                                |  |                         | (1,171   | ) |      |   | (2,453  | )    |  |   | 477    
|                                                           |  |                         |          |   |      |   |         |      |  |   |        
|Income (loss) before income taxes                          |  |                         | (203,448 | ) |      |   | 16,351  |      |  |   | 22,090 
|Provision (benefit) for income taxes                       |  |                         | 12,279   |   |      |   | (49,835 | )    |  |   | 5,762  
|                                                           |  |                         |          |   |      |   |         |      |  |   |        
|Net income (loss)                                          |  | $                       | (215,727 | ) |      | $ | 66,186  |      |  | $ | 16,328 
|                                                           |  |                         |          |   |      |   |         |      |  |   |        
|Basic net income (loss) per share                          |  | $                       | (4.20    | ) |      | $ | 1.32    |      |  | $ | 0.34   
|                                                           |  |                         |          |   |      |   |         |      |  |   |        
|Diluted net income (loss) per share                        |  | $                       | (4.20    | ) |      | $ | 1.29    |      |  | $ | 0.33   
|                                                           |  |                         |          |   |      |   |         |      |  |   |        
|Shares used to compute basic net income (loss) per share   |  |                         | 51,350   |   |      |   | 49,981  |      |  |   | 48,353 
|                                                           |  |                         |          |   |      |   |         |      |  |   |        
|Shares used to compute diluted net income (loss) per share |  |                         | 51,350   |   |      |   | 51,404  |      |  |   | 50,099 
|                                                           |  |                         |          |   |      |   |         |      |  |   |        

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



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ZORAN CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

AND COMPREHENSIVE INCOME
(LOSS)

(in thousands)



|                                                                              |  |              |   |  |                          |    |   |                                 |   |         |                                            |  |   |                    |   |  |                          |        |   |                                 |   |          |   |  |   |          |   |  |   |          |  
|----------------------------------------------------------------------------- |  | ------------ | - |  | ------------------------ | -- | - | ------------------------------- | - | ------- | ------------------------------------------ |  | - | ------------------ | - |  | ------------------------ | ------ | - | ------------------------------- | - | -------- | - |  | - | -------- | - |  | - | -------- | -
|                                                                              |  | Common Stock |   |  | AdditionalPaid-InCapital |    |   | DeferredStock-BasedCompensation |   |         | AccumulatedOtherComprehensiveIncome (Loss) |  |   | AccumulatedDeficit |   |  | TotalStockholdersEquity |        |   | TotalComprehensiveIncome (Loss) |  
|                                                                              |  | Shares       |   |  | Amount                   |    |   |                                 |   |         |                                            | 
|Balance at December 31, 2005                                                  |  | 45,427       |   |  | $                        | 45 |   |                                 | $ | 738,253 |                                            |  | $ | (593               | ) |  | $                        | 3,057  |   |                                 | $ | (243,838 | ) |  | $ | 496,924  |   |  |   |          |  
|Issuance of common stock under employee stock plans                           |  | 4,007        |   |  |                          | 4  |   |                                 |   | 52,266  |                                            |  |   |                   |   |  |                          |       |   |                                 |   |         |   |  |   | 52,270   |   |  |   |          |  
|Elimination of deferred stock-based compensation upon adoption of SFAS 123(R) |  |             |   |  |                          |   |   |                                 |   | (593    | )                                          |  |   | 593                |   |  |                          |       |   |                                 |   |         |   |  |   |         |   |  |   |          |  
|Stock-based compensation                                                      |  |             |   |  |                          |   |   |                                 |   | 17,294  |                                            |  |   |                   |   |  |                          |       |   |                                 |   |         |   |  |   | 17,294   |   |  |   |          |  
|Net income                                                                    |  |             |   |  |                          |   |   |                                 |   |        |                                            |  |   |                   |   |  |                          |       |   |                                 |   | 16,328   |   |  |   | 16,328   |   |  | $ | 16,328   |  
|Change in unrealized gain (loss) on securities available for sale             |  |             |   |  |                          |   |   |                                 |   |        |                                            |  |   |                   |   |  |                          | 1,181  |   |                                 |   |         |   |  |   | 1,181    |   |  |   | 1,181    |  
|                                                                              |  |              |   |  |                          |    |   |                                 |   |         |                                            |  |   |                    |   |  |                          |        |   |                                 |   |          |   |  |   |          |   |  |   |          |  
|Balance at December 31, 2006                                                  |  | 49,434       |   |  |                          | 49 |   |                                 |   | 807,220 |                                            |  |   |                   |   |  |                          | 4,238  |   |                                 |   | (227,510 | ) |  |   | 583,997  |   |  | $ | 17,509   |  
|                                                                              |  |              |   |  |                          |    |   |                                 |   |         |                                            |  |   |                    |   |  |                          |        |   |                                 |   |          |   |  |   |          |   |  |   |          |  
|Cumulative effect of adopting FIN No. 48 (see Note 13)                        |  |             |   |  |                          |   |   |                                 |   |        |                                            |  |   |                   |   |  |                          |       |   |                                 |   | 453      |   |  |   | 453      |   |  |   |          |  
|Issuance of common stock under employee stock plans                           |  | 1,974        |   |  |                          | 2  |   |                                 |   | 26,446  |                                            |  |   |                   |   |  |                          |       |   |                                 |   |         |   |  |   | 26,448   |   |  |   |          |  
|Stock-based compensation                                                      |  |             |   |  |                          |   |   |                                 |   | 13,931  |                                            |  |   |                   |   |  |                          |       |   |                                 |   |         |   |  |   | 13,931   |   |  |   |          |  
|Net income                                                                    |  |             |   |  |                          |   |   |                                 |   |        |                                            |  |   |                   |   |  |                          |       |   |                                 |   | 66,186   |   |  |   | 66,186   |   |  | $ | 66,186   |  
|Change in unrealized gain (loss) on securities available for sale             |  |             |   |  |                          |   |   |                                 |   |        |                                            |  |   |                   |   |  |                          | (3,243 | ) |                                 |   |         |   |  |   | (3,243   | ) |  |   | (3,243   | )
|                                                                              |  |              |   |  |                          |    |   |                                 |   |         |                                            |  |   |                    |   |  |                          |        |   |                                 |   |          |   |  |   |          |   |  |   |          |  
|Balance at December 31, 2007                                                  |  | 51,408       |   |  |                          | 51 |   |                                 |   | 847,597 |                                            |  |   |                   |   |  |                          | 995    |   |                                 |   | (160,871 | ) |  |   | 687,772  |   |  | $ | 62,943   |  
|                                                                              |  |              |   |  |                          |    |   |                                 |   |         |                                            |  |   |                    |   |  |                          |        |   |                                 |   |          |   |  |   |          |   |  |   |          |  
|Issuance of common stock under employee stock plans                           |  | 927          |   |  |                          | 1  |   |                                 |   | 7,342   |                                            |  |   |                   |   |  |                          |       |   |                                 |   |         |   |  |   | 7,343    |   |  |   |          |  
|Proceeds from derivative law suit settlement (see Note 9)                     |  |             |   |  |                          |   |   |                                 |   | 395     |                                            |  |   |                   |   |  |                          |       |   |                                 |   |         |   |  |   | 395      |   |  |   |          |  
|Repurchase of common stock                                                    |  | (1,164       | ) |  |                          | (1 | ) |                                 |   | (10,011 | )                                          |  |   |                   |   |  |                          |       |   |                                 |   |         |   |  |   | (10,012  | ) |  |   |          |  
|Stock-based compensation                                                      |  |             |   |  |                          |   |   |                                 |   | 13,106  |                                            |  |   |                   |   |  |                          |       |   |                                 |   |         |   |  |   | 13,106   |   |  |   |          |  
|Net loss                                                                      |  |             |   |  |                          |   |   |                                 |   |        |                                            |  |   |                   |   |  |                          |       |   |                                 |   | (215,727 | ) |  |   | (215,727 | ) |  | $ | (215,727 | )
|Change in unrealized gain (loss) on securities available for sale             |  |             |   |  |                          |   |   |                                 |   |        |                                            |  |   |                   |   |  |                          | (3,467 | ) |                                 |   |         |   |  |   | (3,467   | ) |  |   | (3,467   | )
|                                                                              |  |              |   |  |                          |    |   |                                 |   |         |                                            |  |   |                    |   |  |                          |        |   |                                 |   |          |   |  |   |          |   |  |   |          |  
|Balance at December 31, 2008                                                  |  | 51,171       |   |  | $                        | 51 |   |                                 | $ | 858,429 |                                            |  | $ |                   |   |  | $                        | (2,472 | ) |                                 | $ | (376,598 | ) |  | $ | 479,410  |   |  | $ | (219,194 | )
|                                                                              |  |              |   |  |                          |    |   |                                 |   |         |                                            |  |   |                    |   |  |                          |        |   |                                 |   |          |   |  |   |          |   |  |   |          |  

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



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ZORAN CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)



|                                                                               |  |                         |          |   |      |   |          |      |  |   |          |  
|------------------------------------------------------------------------------ |  | ----------------------- | -------- | - | ---- | - | -------- | ---- |  | - | -------- | -
|                                                                               |  | Year Ended December 31, |         
|                                                                               |  | 2008                    |          |   | 2007 |   |          | 2006 | 
|Cash flows from operating activities:                                          |  |                         |          |   |      |   |          |      |  |   |          |  
|Net income (loss)                                                              |  | $                       | (215,727 | ) |      | $ | 66,186   |      |  | $ | 16,328   |  
|Adjustments to reconcile net income (loss) to net cash provided by operations: |  |                         |          |   |      |   |          |      |  |   |          |  
|Depreciation                                                                   |  |                         | 7,977    |   |      |   | 7,898    |      |  |   | 9,382    |  
|Amortization of intangible assets                                              |  |                         | 23,096   |   |      |   | 43,224   |      |  |   | 50,062   |  
|Stock based compensation expense                                               |  |                         | 13,106   |   |      |   | 13,931   |      |  |   | 17,294   |  
|Impairment of goodwill and intangible assets                                   |  |                         | 167,579  |   |      |   |         |      |  |   |         |  
|In-process research and development                                            |  |                         | 22,383   |   |      |   |         |      |  |   |         |  
|Provision (recoveries) for doubtful accounts                                   |  |                         | (140     | ) |      |   | (72      | )    |  |   | 3,085    |  
|Deferred income taxes                                                          |  |                         | 7,489    |   |      |   | (51,883  | )    |  |   |         |  
|Gain on sale of short-term investments                                         |  |                         | (115     | ) |      |   | (727     | )    |  |   | (2,398   | )
|Write down of other assets and long-term investments                           |  |                         |         |   |      |   | 2,000    |      |  |   | 942      |  
|Changes in assets and liabilities, net of effect of acquisition:               |  |                         |          |   |      |   |          |      |  |   |          |  
|Accounts receivable                                                            |  |                         | 35,515   |   |      |   | (15,508  | )    |  |   | 24,449   |  
|Inventory                                                                      |  |                         | 11,627   |   |      |   | (3,948   | )    |  |   | (12,428  | )
|Prepaid expenses and other current assets and other assets                     |  |                         | 6,946    |   |      |   | (8,144   | )    |  |   | (2,013   | )
|Accounts payable                                                               |  |                         | (48,875  | ) |      |   | 34,069   |      |  |   | (5,233   | )
|Accrued expenses and other current liabilities and other long-term liabilities |  |                         | (4,691   | ) |      |   | 7,833    |      |  |   | 562      |  
|                                                                               |  |                         |          |   |      |   |          |      |  |   |          |  
|Net cash provided by operating activities                                      |  |                         | 26,170   |   |      |   | 94,859   |      |  |   | 100,032  |  
|                                                                               |  |                         |          |   |      |   |          |      |  |   |          |  
|Cash flows from investing activities:                                          |  |                         |          |   |      |   |          |      |  |   |          |  
|Purchases of property and equipment                                            |  |                         | (5,651   | ) |      |   | (9,861   | )    |  |   | (8,997   | )
|Purchases of investments                                                       |  |                         | (219,482 | ) |      |   | (467,802 | )    |  |   | (357,520 | )
|Sales of investments                                                           |  |                         | 92,812   |   |      |   | 2,034    |      |  |   | 2,539    |  
|Maturities of investments                                                      |  |                         | 144,458  |   |      |   | 351,665  |      |  |   | 232,854  |  
|Acquisition of Let It Wave, net of cash acquired of $1,261                     |  |                         | (22,767  | ) |      |   |         |      |  |   |         |  
|                                                                               |  |                         |          |   |      |   |          |      |  |   |          |  
|Net cash used in investing activities                                          |  |                         | (10,630  | ) |      |   | (123,964 | )    |  |   | (131,124 | )
|                                                                               |  |                         |          |   |      |   |          |      |  |   |          |  
|Cash flows from financing activities:                                          |  |                         |          |   |      |   |          |      |  |   |          |  
|Proceeds from issuance of common stock                                         |  |                         | 7,738    |   |      |   | 26,448   |      |  |   | 52,270   |  
|Repurchase of common stock                                                     |  |                         | (10,012  | ) |      |   |         |      |  |   |         |  
|                                                                               |  |                         |          |   |      |   |          |      |  |   |          |  
|Net cash provided by (used in) financing activities                            |  |                         | (2,274   | ) |      |   | 26,448   |      |  |   | 52,270   |  
|                                                                               |  |                         |          |   |      |   |          |      |  |   |          |  
|Net increase (decrease) in cash and cash equivalents                           |  |                         | 13,266   |   |      |   | (2,657   | )    |  |   | 21,178   |  
|Cash and cash equivalents at beginning of period                               |  |                         | 97,377   |   |      |   | 100,034  |      |  |   | 78,856   |  
|                                                                               |  |                         |          |   |      |   |          |      |  |   |          |  
|Cash and cash equivalents at end of period                                     |  | $                       | 110,643  |   |      | $ | 97,377   |      |  | $ | 100,034  |  
|                                                                               |  |                         |          |   |      |   |          |      |  |   |          |  
|Supplemental disclosures of cash flow information:                             |  |                         |          |   |      |   |          |      |  |   |          |  
|Other non-cash activities:                                                     |  |                         |          |   |      |   |          |      |  |   |          |  
|Assets acquired on credit                                                      |  | $                       | 10,714   |   |      | $ |         |      |  | $ |         |  
|                                                                               |  |                         |          |   |      |   |          |      |  |   |          |  

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



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ZORAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1THE COMPANY

Zoran Corporation (Zoran or the Company) was incorporated in California in December 1981 and reincorporated in Delaware in
November 1986. Zoran develops and markets integrated circuits, integrated circuit cores and embedded software used by original equipment manufacturers, or OEMs, in digital audio and video products for commercial and consumer markets, digital
television applications and digital imaging products. Current applications incorporating Zorans products and IP include digital versatile disc, or DVD players and recorders, digital cameras, professional and consumer video editing systems,
digital speakers and audio systems, applications that enable the delivery and display of digital video content through a set top box or television as well as digital imaging products consisting of semiconductor hardware and software that enable
users to print, scan, process and transmit documents to computer peripherals that perform printing functions. The Company operates in two reportable segments, Consumer group and Imaging group.

Risks and uncertainties

Because the markets that the
Companys customers serve are characterized by numerous new product introductions and rapid product enhancements, its operating results may vary significantly from quarter to quarter. During the final production of a mature product, its
customers typically exhaust their existing inventories of the Companys products. Consequently, orders for its products may decline in those circumstances, even if the products are incorporated into both mature products and replacement
products. A delay in a customers transition to commercial production of a replacement product would delay the Companys ability to recover the lost sales from the discontinuation of the related mature product. The Companys customers
also experience significant seasonality in the sales of their consumer products, which affects their orders of the Companys products. Typically, the second half of the calendar year represents a disproportionate percentage of sales for the
Companys customers due to the holiday shopping period for consumer electronics products, and therefore, a disproportionate percentage of the Companys sales. The recent worldwide downturn, due to the crisis in credit markets, slower
economic activity, concerns about inflation and deflation, decreased consumer confidence and spending, reduced corporate profits and capital spending, and other adverse business conditions, makes it extremely difficult for the Company, its
customers, vendors, and us to accurately forecast and plan future business activities. This downturn could cause U.S. and foreign businesses to slow spending on the Companys products and services, which would delay and lengthen sales cycles.

Average selling prices for the Companys products decline over relatively short time periods, while many of its manufacturing costs
are fixed. When the Companys average selling prices decline, its revenues decline unless the Company is able to sell more units, and its gross margins decline unless it is able to reduce its manufacturing costs by a commensurate amount. The
Companys operating results suffer when gross margins decline. The Company has experienced these problems, and the Company expects to continue to experience them in the future.

The Company does not operate any manufacturing facilities, and it relies on independent foundries to manufacture substantially all of its products. These
independent foundries fabricate products for other companies and may also produce products of their own design. From time to time, there are manufacturing capacity shortages in the semiconductor industry. The Company does not have long-term supply
contracts with any of its suppliers, including its principal supplier, Taiwan Semiconductor Manufacturing Company, or TSMC and its principal assembly and test service provider Advanced Semiconductor Engineering Inc. Therefore, TSMC and the
Companys other suppliers are not obligated to manufacture products for the Company for any specific period, in any specific quantity or at any specified price, except as may be provided in a particular purchase order.

The Company anticipates that international sales will continue to account for a substantial majority of its total revenues for the foreseeable future. In
addition, substantially all of its semiconductor products are



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ZORAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



manufactured, assembled and tested outside of the United States by independent foundries and subcontractors. The Company is subject to a variety of risks
inherent in doing business internationally, including unexpected changes in regulatory requirements; fluctuations in exchange rates; political and economic instability; imposition of tariffs and other barriers and restrictions and the burdens of
complying with a variety of foreign laws.

Economic, political or military events in a country where the Company make significant sales or
has significant operations could harm its business.

Principles of consolidation and basis of presentation

The consolidated financial statements include the accounts of Zoran and all of its subsidiaries. Intercompany transactions and balances have been
eliminated in consolidation.

NOTE 2SIGNIFICANT ACCOUNTING POLICIES

Zoran has adopted accounting policies which are generally accepted in the industry in which it operates. The following is a summary of the Companys
significant accounting policies.

Use of estimates

The preparation of these financial statements in conformity with generally accepted accounting principles in the Unites States of America requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual results could differ from those estimates, although such differences are not expected to be material to the consolidated financial statements.

Remeasurement of foreign currencies

The majority of
the Companys purchasing and sales transactions are denominated in U.S. dollars, which is the functional currency of the Company and its subsidiaries. The Company has not experienced material losses or gains as a result of currency exchange
rate fluctuations and has not engaged in hedging transactions to reduce its exposure to such fluctuations. The Company may take action in the future to reduce its foreign exchange risk. Monetary assets and liabilities of the Companys foreign
subsidiaries are remeasured into U.S. dollars from the local currency at rates in effect at period-end and non-monetary assets and liabilities are measured at historical rates. Revenues and expenses are remeasured at average rates during the period.
In accordance with SFAS 52, gains and losses arising from the remeasurement of local currency financial statements are included in other income (expense), net. The Company recorded foreign currency remeasurement losses of $830,000, $1,029,000 and
$712,000 for each of the years ended December 31, 2008, 2007 and 2006, respectively.

Revenue recognition

The Companys policy is to recognize revenue from product sales upon shipment, provided that persuasive evidence of an arrangement exists, the price
is fixed and determinable, collectibility is reasonably assured and legal title and risk of ownership has transferred. A provision for estimated future returns and potential warranty liability is recorded at the time revenue is recognized. Product
returns and warranty expenses in 2008, 2007 and 2006, were immaterial. Development revenue under development contracts is recognized as the services are performed based on the specific deliverables outlined in each contract. Amounts received in
advance of performance under contracts are recorded as deferred revenue and are recognized when the Companys obligations have been met. Costs associated with development revenues are included primarily in research and development expenses.
Revenue resulting from the licensing of the Companys technology is recognized when



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ZORAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



significant contractual obligations have been fulfilled and the customer has indicated acceptance. The Companys software license agreements typically
include obligations to provide maintenance and other support over a fixed term and allow for renewal of maintenance services on an annual basis. The Company determines the fair value of its maintenance obligations with reference to substantive
renewal rates within the agreement or objective evidence of fair value as required under Statement of Position (SOP) 97-2, Software Revenue Recognition. Periodic service and maintenance fees which provide customers access to technical support and
minor enhancements to licensed releases are recognized ratably over the service or maintenance period. Royalty revenue is recognized in the period licensed sales are reported to the Company which typically ranges between one month to one quarter in
arrears. Revenue from litigation settlement is recognized in accordance with the terms of the agreement when actual cash payments are received.

On January 25, 2006, the Company entered into an agreement with MediaTek to settle patent litigation between the companies. In consideration for licenses granted by Zoran, MediaTek agreed to pay Zoran $55.0 million, of which $44.0
million was paid in February 2006 and $11.0 million was paid in April 2006. These two payments, net of amounts attributable to a holder of rights under patents involved in the litigation, and amounts payable as legal fees, were recognized as
license revenues related to litigation settlement. Revenues for the year ended December 31, 2006 include $35.8 million in license payments related to the litigation settlement. MediaTek was required to pay quarterly royalties totaling
$30.0 million over a 30-month period that commenced on the date of the agreement based on future sales of covered MediaTek products and ended during the fourth quarter of 2008. These royalty payments, net of amounts payable by Zoran to a holder
of rights under patents involved in the litigation, and amounts payable as legal fees, were recognized as software and other revenues as they were received.

Research and development costs

Research and development expenses are charged to operations as incurred and include salaries
and related costs of employees engaged in ongoing research, design and development activities and costs of engineering materials and supplies.

Cash
equivalents and investments

All highly liquid investments purchased with an original maturity of 90 days or less are considered to
be cash equivalents.

All of the Companys marketable securities other than the ARS with UBS are classified as available-for-sale and,
therefore, are reported at fair value with unrealized gains and losses, net of related tax, if any, included as accumulated other comprehensive income (loss), a component of stockholders equity. Gains and losses realized upon sales of all such
securities are reported in other income.

During the fourth quarter of 2008, the Company reclassified ARS with UBS from available-for-sale
to trading securities. Investments that the Company designates as trading assets are reported at fair value, with gains or losses resulting from changes in fair value recognized in earnings. See Note 3 for further detailed discussion. For securities
sold prior to maturity, the cost of securities sold is based on the specific identification method.

When the fair value of an investment
declines below its amortized cost, the Company considers all available evidence to evaluate whether an other-than-temporary decline in value has occurred. Among other things, the Company considers the duration and extent to which the market value
has declined relative to the cost basis, the economic factors influencing the markets, the relative performance of the investee and its near-term prospects.



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ZORAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



At December 31, 2008 and 2007, the Companys marketable securities included corporate debt, U.S. government securities, auction rate securities, foreign bonds, municipal bonds and marketable equity
securities. See Note 3.

Other-than temporary impairment

All of the Companys available-for-sale investments are subject to a periodic impairment review. The Company recognizes an impairment charge when a decline in the fair value of its investments below the cost
basis is judged to be other-than-temporary. The Company considers various factors in determining whether to recognize an impairment charge, including the length of time and extent to which the fair value has been less than the Companys cost
basis, the financial condition and near-term prospects of the investee, and the Companys intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in the market value. During the years
ended December 31, 2008, 2007 and 2006 the Company did not record any other-than-temporary impairment charges on its available-for-sale securities.

Concentration of credit risk of financial instruments

Financial instruments that potentially subject the Company to
significant concentrations of credit risk consist principally of cash and cash equivalents, investments in marketable debt securities and trade accounts receivable. The Company places its cash in banks and cash equivalents consist primarily of
certificates of deposit and commercial paper. The Company, by policy, limits the amount of its credit exposure through diversification and restricting its investments to highly rated securities. Individual securities are limited to comprising no
more than 10% of the portfolio value at the time of purchase. Highly rated securities are defined as having a minimum Moody or Standard & Poors rating of A2 or A respectively. The average maturity of the portfolio shall not exceed 24
months. The Company has not experienced any significant losses on its cash equivalents or short-term investments.

The Company markets
integrated circuits and technology to manufacturers and distributors of electronic equipment primarily in North America, Europe and the Pacific Rim. The Company performs ongoing credit evaluations of its customers financial condition and
limits the amount of credit extended when deemed necessary, but generally does not require collateral. Management believes that any risk of loss is significantly reduced due to the diversity of its customers and geographic sales areas.

The following table summarizes the accounts receivable from significant customers representing 10% or more of the net accounts receivable balance:



|                                        |  |              |  |     
|--------------------------------------- |  | ------------ |  | ----
|                                        |  | December 31,
|                                        |  | 2008         |  | 2007
|Percentage of Accounts receivable, net: |  |              |  |     
|Customer A                              |  | 21%          |  |    
|Customer B                              |  | 18%          |  |    
|Customer C                              |  | 15%          |  | 10% 
|Customer D                              |  | 12%          |  |    
|Customer E                              |  |             |  | 11% 
|Customer F                              |  |             |  | 10% 

Inventories

Inventories are stated at the lower of standard cost (which approximates actual cost on a first-in, first-out basis) or market. Market is based on estimated net realizable value. The Company writes down inventories to
net



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ZORAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



realizable value based on forecasted demand and market conditions. Inventory write-downs are not reversed and permanently reduce the cost basis of the
affected inventory until such inventory is sold or scrapped. The Company assesses the valuation of its inventory in each reporting period. Although the Company attempts to forecast future inventory demand, given the competitive pressures and
cyclical nature of the semiconductor industry, there may be significant unanticipated changes in demand or technological developments that could have a significant impact on the value of the Companys inventories and reported operating results.

Inventory write downs inherently involve judgments as to assumptions about expected future demand and the impact of market conditions on
those assumptions. Although the Company believes that the assumptions it used in estimating inventory write downs are reasonable, significant changes in any one of the assumptions in the future could produce a significantly different result. There
can be no assurances that future events and changing market conditions will not result in significant increases in inventory write downs.

Property and
equipment

Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated
useful lives of the assets, which are generally three to five years for computer equipment, five years for furniture, machinery and equipment and three years for software. Leasehold improvements are amortized on a straight-line basis over the
shorter of the estimated useful lives of the assets or the remaining term of the lease.

Goodwill

In accordance with SFAS 142 Goodwill and Other Intangible Assets (SFAS 142) goodwill is not amortized. The Company monitors
the recoverability of goodwill recorded in connection with acquisitions, by reporting unit, annually, or sooner if events or changes in circumstances indicate that the carrying amount may not be recoverable. See Note 6.

Other intangibles

Other intangible assets were
recorded in connection with the acquisitions of Oak Technology, Inc., Emblaze Semiconductor, Ltd., Oren Semiconductor, Inc. and Let It Wave. The intangible assets as of December 31, 2008 relate to Let It Wave and are being amortized on a
straight-line basis over the estimated useful lives of three years.

Long-lived assets

The Company evaluates the recoverability of its long-lived assets, other than goodwill, whenever events or changes in circumstance indicate the carrying
amounts of the assets may not be recoverable. The Company evaluates these assets by comparing expected undiscounted cash flows to the carrying value of the related assets. If the expected undiscounted cash flows are less than the carrying value of
the assets, the Company recognizes an impairment charge based on the fair value of the assets. Up until 2008, the Company has not recorded any impairment charges against the value of its long-lived assets. See Note 6.

Fair value of financial instruments

The fair value
of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying amounts for cash and cash equivalents, short-term investments, accounts receivable, accounts payable
and accrued liabilities approximate their respective fair values because of the short-term maturity of these items. See Note 5.



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ZORAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Income taxes

The Company follows the liability method of accounting for income taxes, which requires
recognition of deferred tax liabilities and assets for the expected future tax consequence of temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities. Realization of deferred tax assets is
based on the Companys ability to generate sufficient future taxable income. As of December 31, 2008, historical operating income and projected future profits represented sufficient positive evidence that $51.5 million of the
Companys deferred tax assets will more likely than not be realized. In certain material foreign jurisdictions, where future income is less certain, the company has recorded a valuation allowance against its deferred tax assets until such time
as it is more likely than not that those assets will be realized.

The calculation of the Companys tax liabilities involves dealing
with uncertainties in the application of complex tax regulations. The Company records liabilities for anticipated tax audit issues based on its estimate of whether, and the extent to which, additional taxes may be due. Actual tax liabilities may be
different than the recorded estimates and could result in an additional charge or benefit to the tax provision in the period when the ultimate tax assessment is determined.

The Companys effective tax rate is highly dependent upon the geographic distribution of its worldwide earnings or losses, the tax regulations and
tax holiday benefits in certain jurisdictions, and the effectiveness of its tax planning strategies. The Companys Israel based subsidiarys is an Approved Enterprise under Israeli law, which provides a ten-year tax holiday for
income attributable to a portion of the Companys operations in Israel. The Companys U.S. federal net operating losses expire at various times between 2009 and 2024, and the benefits from the Companys subsidiarys Approved
Enterprise status expire at various times beginning in 2011.

Earnings per share

In accordance with SFAS 128, the Company reports Earnings Per Share (EPS), both basic and diluted, on the consolidated statement of
operations. Basic EPS is based upon the weighted average number of common shares outstanding. Diluted EPS is computed using the weighted average common shares outstanding plus any potential common stock, except when their effect is anti-dilutive.
Potential common stock includes common stock issuable upon the exercise of stock options, employee stock purchase plan and restricted stock units. See Note 12.

Stock- based compensation

Effective January 1, 2006, Zoran adopted SFAS 123(R), using the modified prospective
application transition method, which establishes accounting for stock-based awards exchanged for employee services. Accordingly, stock-based compensation cost is measured at grant date, based on the fair value of the award, over the requisite
service period.

Impact of SFAS 123(R)

During the years ended December 31, 2008, 2007 and 2006, the Company recorded stock-based compensation expense for awards granted prior to but not yet vested as of January 1, 2006 as if the fair value method required for pro forma
disclosure under SFAS 123 were in effect for expense recognition purposes adjusted for estimated forfeitures. For these awards, the Company has continued to recognize compensation expense using the accelerated amortization method. For stock-based
awards granted after January 1, 2006, the Company recognized compensation expense based on the grant date fair value required under SFAS 123(R). For these awards, the Company recognized compensation expense using a straight-line amortization
method. As SFAS 123(R) requires that stock-based compensation expense be based on awards that are ultimately expected to



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ZORAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



vest, estimated stock-based compensation for the years ended December 31, 2008, 2007 and 2006 has been reduced for estimated forfeitures. The adoption
of SFAS 123(R) resulted in a one-time cumulative benefit of $314,000 in 2006 related to unvested awards for which compensation expense had already been recorded.

The following table summarizes stock-based compensation expense related to employee stock options, employee stock purchases and restricted stock unit grants for the years ended December 31, 2008, 2007 and 2006 as
recorded in accordance with SFAS 123(R) (in thousands):



|                                    |  |                         |        |      |   |        |  |   |       
|----------------------------------- |  | ----------------------- | ------ | ---- | - | ------ |  | - | ------
|                                    |  | Year Ended December 31,
|                                    |  | 2008                    |        | 2007 |   | 2006  
|Cost of hardware product revenues   |  | $                       | 401    |      | $ | 447    |  | $ | 526   
|Research and development            |  |                         | 4,857  |      |   | 4,913  |  |   | 5,509 
|Selling, general and administrative |  |                         | 7,848  |      |   | 8,571  |  |   | 11,259
|                                    |  |                         |        |      |   |        |  |   |       
|Total costs and expenses            |  | $                       | 13,106 |      | $ | 13,931 |  | $ | 17,294
|                                    |  |                         |        |      |   |        |  |   |       

The income tax benefit for share-based compensation expense was $1.6 million for the year ended
December 31, 2008. The Company recognized no tax benefit in 2007 and 2006 due to the Companys full valuation on its deferred tax assets, which was not released until December 2007. The amount of stock-based compensation capitalized as
inventory at December 31, 2008 and 2007, was immaterial.

Segment reporting

SFAS 131, Disclosure about Segments of an Enterprise and Related Information (SFAS 131), establishes standards for the reporting by public
business enterprises of information about reportable segments, products and services, geographic areas, and major customers. The method for determining what information to report is based on the manner in which management organizes the reportable
segments within the Company for making operational decisions and assessments of financial performance. The Companys chief operating decision-maker is considered to be the Chief Executive Officer.

The Companys products consist of application-specific integrated circuits and system-on-a-chip solutions. The Company also licenses certain
software and other intellectual property. The Company has two reportable segmentsConsumer group and Imaging group.

The Consumer
group provides products for use in DVD players, standard and high definition digital television products, digital camera products and multimedia mobile phone products. The Imaging group provides products used in digital copiers, laser and inkjet
printers as well as multifunction peripherals.

Comprehensive income (loss)

Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and
circumstances from non-owner sources.



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ZORAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



The components of accumulated other comprehensive income (loss) as of December 31, 2008, 2007 and 2006 consisted of the unrealized gain (loss) on marketable securities, net of related taxes.

Shipping and Handling Costs

Costs incurred for
shipping and handling are included in cost of revenue at the time the related revenue is recognized.

Recent accounting pronouncements

In June 2008, the Financial Accounting Standards Board (FASB) issued EITF 03-6-1, Determining Whether Instruments Granted in
Share-based Payment Transactions Are Participating Securities (FSP EITF 03-6-1). FSP EITF 03-6-1 clarified that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends participate in
undistributed earnings with common stockholders, Awards of this nature are considered participating securities and the two-class method of computing basic and diluted earnings per share must be applied. The provisions of FSP EITF 03-6-1 are
effective for the Company for fiscal years beginning January 1, 2009. The Company is evaluating the impact of the provisions of FSP EITF 03-6-1 on its earnings per share.

In April 2008, the FASB issued Staff Position FSP No. 142-3, Determination of the Useful Life of Intangible Assets (FSP No. 142-3)
that amends the factors considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under Statement of Financial Accounting Standard (SFAS) No. 142. FSP No. 142-3
requires a consistent approach between the useful life of a recognized intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of an asset under SFAS No. 141(R). The FSP also requires
enhanced disclosures when an intangible assets expected future cash flows are affected by an entitys intent and/or ability to renew or extend the arrangement. The provisions of FSP 142-3 are effective for the Company for fiscal years
beginning January 1, 2009. The Company is evaluating the impact of the provisions of this statement on its consolidated financial position, results of operations and cash flows.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB
Statement No. 133 (SFAS 161), which requires additional disclosures about the objectives of using derivative instruments; the method by which the derivative instruments and related hedged items are accounted for under FASB
Statement No.133 and its related interpretations; and the effect of derivative instruments and related hedged items on financial position, financial performance, and cash flows. SFAS 161 also requires disclosure of the fair values of derivative
instruments and their gains and losses in a tabular format. The provisions of SFAS 161 are effective for the Company for fiscal years beginning January 1, 2009. The Company is evaluating the impact of the provisions of this statement on
its consolidated financial position, results of operations and cash flows.

In February 2008, the FASB issued FASB Staff Position
157-1, Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13 (FSP 157-1)
and FSP 157-2, Effective Date of FASB Statement No. 157 (FSP 157-2). FSP 157-1 amends SFAS No. 157 to remove certain leasing transactions from its scope, and was effective upon initial adoption of SFAS No. 157. FSP 157-2
delays the effective date of SFAS 157 for all non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until the
beginning of the first quarter of fiscal 2009. The provisions of FSP 157-1 and FASP 157-2 are effective for the Company for fiscal years beginning January 1, 2009. The Company is evaluating the impact of the provisions of this statement on its
consolidated financial position, results of operations and cash flows.



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ZORAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



In December 2007, the FASB issued SFAS 141 (revised 2007), Business Combinations, (SFAS 141R) and SFAS No.160, Noncontrolling Interests in Consolidated Financial Statementsan amendment of ARB
No.51 (SFAS 160). SFAS 141R establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non
controlling interest in the acquiree. The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statement to
evaluate the nature and financial effects of the business combination. SFAS 160 will change the accounting and reporting for minority interests, reporting them as equity separate from the parent entitys equity, as well as requiring expanded
disclosures. The provisions of SFAS 141R and SFAS 160 are effective for the Company for fiscal years beginning January 1, 2009. The Company is evaluating the impact of the provisions of this statement on its consolidated financial
position, results of operations and cash flows.

NOTE 3MARKETABLE SECURITIES

The Companys portfolio of available for sale securities as of December 31, 2008 was as follows (in thousands):



|                                      |  |      |         |                 |   |                  |  |   |                    |   |  |   |        
|------------------------------------- |  | ---- | ------- | --------------- | - | ---------------- |  | - | ------------------ | - |  | - | -------
|                                      |  | Cost |         | UnrealizedGains |   | UnrealizedLosses |  |   | EstimatedFairValue
|Corporate notes and bonds             |  | $    | 175,194 |                 | $ | 767              |  | $ | (3,705             | ) |  | $ | 172,256
|Auction rate securities               |  |      | 20,350  |                 |   |                 |  |   |                   |   |  |   | 20,350 
|U.S. government and agency securities |  |      | 45,413  |                 |   | 187              |  |   |                   |   |  |   | 45,600 
|Foreign and municipal bonds           |  |      | 7,341   |                 |   | 29               |  |   | (154               | ) |  |   | 7,216  
|Certificates of deposit               |  |      | 1,999   |                 |   | 18               |  |   |                   |   |  |   | 2,017  
|                                      |  |      |         |                 |   |                  |  |   |                    |   |  |   |        
|Total fixed income securities         |  |      | 250,297 |                 |   | 1,001            |  |   | (3,859             | ) |  |   | 247,439
|Publicly traded equity securities     |  |      | 1,393   |                 |   |                 |  |   | (948               | ) |  |   | 445    
|                                      |  |      |         |                 |   |                  |  |   |                    |   |  |   |        
|Total available for sale securities   |  | $    | 251,690 |                 | $ | 1,001            |  | $ | (4,807             | ) |  | $ | 247,884
|                                      |  |      |         |                 |   |                  |  |   |                    |   |  |   |        

At December 31, 2008, the Company also held ARS with a par value of $37.4 million with UBS
classified as trading securities. The total fair value of the ARS, combined with the fair value of the ARS Rights approximate the par value of the ARS. The ARS with Wachovia Securities, which are classified as available for sale, are expected to be
settled within one year from the balance sheet date and are included as short term investments in the consolidated balance sheet as of December 31, 2008. The ARS with UBS are included in long-term investments in the consolidated balance sheets
as the settlement is expected to occur after one year from the balance sheet date.



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ZORAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



The Companys portfolio of marketable securities as of December 31, 2007 was as follows (in thousands):



|                                                                                 |  |      |         |   |                 |   |                  |  |   |                    |   |  |   |         |  
|-------------------------------------------------------------------------------- |  | ---- | ------- | - | --------------- | - | ---------------- |  | - | ------------------ | - |  | - | ------- | -
|                                                                                 |  | Cost |         |   | UnrealizedGains |   | UnrealizedLosses |  |   | EstimatedFairValue |  
|Corporate notes and bonds                                                        |  | $    | 162,339 |   |                 | $ | 580              |  | $ | (305               | ) |  | $ | 162,614 |  
|Auction rate securities                                                          |  |      | 85,350  |   |                 |   |                 |  |   |                   |   |  |   | 85,350  |  
|U.S. government and agency securities                                            |  |      | 36,290  |   |                 |   | 206              |  |   |                   |   |  |   | 36,496  |  
|Foreign and municipal bonds                                                      |  |      | 17,421  |   |                 |   | 55               |  |   | (1                 | ) |  |   | 17,475  |  
|Certificates of deposit                                                          |  |      | 3,994   |   |                 |   | 4                |  |   | (1                 | ) |  |   | 3,997   |  
|                                                                                 |  |      |         |   |                 |   |                  |  |   |                    |   |  |   |         |  
|Total fixed income securities                                                    |  |      | 305,394 |   |                 |   | 845              |  |   | (307               | ) |  |   | 305,932 |  
|Publicly traded equity securities                                                |  |      | 1,393   |   |                 |   | 457              |  |   |                   |   |  |   | 1,850   |  
|                                                                                 |  |      |         |   |                 |   |                  |  |   |                    |   |  |   |         |  
|                                                                                 |  |      | 306,787 |   |                 |   | 1,302            |  |   | (307               | ) |  |   | 307,782 |  
|Less: Auction rate securities included in other assets and long-term investments |  |      | (85,350 | ) |                 |   |                 |  |   |                   |   |  |   | (85,350 | )
|                                                                                 |  |      |         |   |                 |   |                  |  |   |                    |   |  |   |         |  
|Total short-term investments                                                     |  | $    | 221,437 |   |                 | $ | 1,302            |  | $ | (307               | ) |  | $ | 222,432 |  
|                                                                                 |  |      |         |   |                 |   |                  |  |   |                    |   |  |   |         |  

The following table summarizes the maturities of the Companys fixed income securities as of
December 31, 2008 (in thousands):



|                              |  |      |         |                    |   |        
|----------------------------- |  | ---- | ------- | ------------------ | - | -------
|                              |  | Cost |         | EstimatedFairValue
|Less than 1 year              |  | $    | 98,787  |                    | $ | 98,057 
|Due in 1 to 2 years           |  |      | 86,954  |                    |   | 85,871 
|Due in 2 to 5 years           |  |      | 44,206  |                    |   | 43,161 
|Greater than 5 years*         |  |      | 57,775  |                    |   | 55,775 
|                              |  |      |         |                    |   |        
|Total fixed income securities |  | $    | 287,722 |                    | $ | 282,864
|                              |  |      |         |                    |   |        



|* | Comprised of auction rate securities, including $37.4 million with UBS classified as trading securities included in long-term investments, which have reset dates of 90 days or less
but final expiration dates over 5 years.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

All unrealized losses are less than 12 months. Gross realized gains on sales of
marketable securities were $118,000; $809,000 and $2,398,000 in 2008, 2007 and 2006, respectively. Gross realized losses on sales of marketable securities were $3,000; $82,000 and $0 in 2008, 2007 and 2006, respectively.

Interest income on cash and marketable securities was $13,760,000; $16,511,000 and $11,057,000 for the years ended December 31, 2008, 2007 and 2006,
respectively.

The Companys investment policy focuses on three objectives: to preserve capital, to meet liquidity requirements and to
maximize total return. The Companys investment policy establishes minimum ratings for each classification of investment and investment concentration is limited in order to minimize risk, and the policy also limits the final maturity on any
investment and the overall duration of the portfolio. Given the overall market conditions, the Company regularly reviews its investment portfolio to ensure adherence to its investment policy and to monitor individual investments for risk analysis
and proper valuation.

The Company holds its marketable securities, other than the ARS held with UBS, as trading and available-for-sale and
marks them to market. The Company expects to realize the full value of all its marketable securities upon maturity or sale, as the Company has the intent and believes it has the ability to hold the



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



securities until the full value is realized. However, the Company cannot provide any assurance that its invested cash, cash equivalents and marketable
securities will not be impacted by adverse conditions in the financial markets, which may require the Company to record an impairment charge that could adversely impact its financial results.

NOTE 4BALANCE SHEET COMPONENTS (in thousands)



|                                                |  |              |         |   |      |   |         |  
|----------------------------------------------- |  | ------------ | ------- | - | ---- | - | ------- | -
|                                                |  | December 31, |        
|                                                |  | 2008         |         |   | 2007 |  
|Accounts receivable:                            |  |              |         |   |      |   |         |  
|Trade                                           |  | $            | 31,148  |   |      | $ | 67,413  |  
|Less: allowance for doubtful accounts           |  |              | (8,303  | ) |      |   | (9,193  | )
|                                                |  |              |         |   |      |   |         |  
|                                                |  | $            | 22,845  |   |      | $ | 58,220  |  
|                                                |  |              |         |   |      |   |         |  
|                                                | 
|                                                |  | December 31, |        
|                                                |  | 2008         |         |   | 2007 |  
|Inventory:                                      |  |              |         |   |      |   |         |  
|Purchased parts and work in process             |  | $            | 24,127  |   |      | $ | 28,498  |  
|Finished goods                                  |  |              | 13,238  |   |      |   | 20,494  |  
|                                                |  |              |         |   |      |   |         |  
|                                                |  | $            | 37,365  |   |      | $ | 48,992  |  
|                                                |  |              |         |   |      |   |         |  
|                                                | 
|                                                |  | December 31, |        
|                                                |  | 2008         |         |   | 2007 |  
|Property and equipment:                         |  |              |         |   |      |   |         |  
|Computer equipment                              |  | $            | 13,471  |   |      | $ | 15,467  |  
|Office equipment and furniture                  |  |              | 4,420   |   |      |   | 4,257   |  
|Machinery and equipment                         |  |              | 11,015  |   |      |   | 14,821  |  
|Software                                        |  |              | 16,058  |   |      |   | 28,252  |  
|Building and leasehold improvements             |  |              | 7,278   |   |      |   | 8,115   |  
|                                                |  |              |         |   |      |   |         |  
|                                                |  |              | 52,242  |   |      |   | 70,912  |  
|Less: accumulated depreciation and amortization |  |              | (36,431 | ) |      |   | (53,276 | )
|                                                |  |              |         |   |      |   |         |  
|                                                |  | $            | 15,811  |   |      | $ | 17,636  |  
|                                                |  |              |         |   |      |   |         |  
|                                                | 
|                                                |  | December 31, |        
|                                                |  | 2008         |         |   | 2007 |  
|Accrued expenses and other liabilities:         |  |              |         |   |      |   |         |  
|Accrued payroll and related expenses            |  | $            | 20,642  |   |      | $ | 25,979  |  
|Accrued royalties                               |  |              | 1,760   |   |      |   | 2,367   |  
|Income taxes payable                            |  |              | 3,563   |   |      |   | 3,105   |  
|Deferred revenue                                |  |              | 4,497   |   |      |   | 4,217   |  
|Other accrued liabilities                       |  |              | 5,672   |   |      |   | 8,300   |  
|                                                |  |              |         |   |      |   |         |  
|                                                |  | $            | 36,134  |   |      | $ | 43,968  |  
|                                                |  |              |         |   |      |   |         |  

NOTE 5FAIR VALUE

Effective January 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurements (SFAS 157). In February 2008, the FASB issued FASB Staff Position No. FAS 157-2,
Effective Date of



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ZORAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



FASB Statement No. 157, which provides a one year deferral of the effective date of SFAS 157 for non-financial assets and non-financial
liabilities, except those that are recognized or disclosed in the financial statements at fair value at least annually. Therefore, the Company has adopted the provisions of SFAS 157 with respect to its financial assets and liabilities only. SFAS 157
defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under SFAS 157 as the exchange price that would be
received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to
measure fair value under SFAS 157 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs that may be used to measure fair value, of which
the first two are considered observable and the last unobservable:



| |  |  | Level 1Quoted prices in active markets for identical assets or liabilities.
| | - |  | ----------------------------------------------------------------------------



| |  |  | Level 2Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in
markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 3Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------

The adoption of this statement did not have a material impact on the Companys consolidated results of operations
and financial condition. In October 2008 the FASB issued FASB Staff Position No. FAS 157-3, Determining the Fair Value of a Financial Asset When the Market for that Asset is Not Active (FSP 157-3), to clarify the application
of the provisions of SFAS 157 in an inactive market and how an entity would determine fair value in an inactive market. FSP 157-3 is effective immediately and applies to the Companys current quarter financial statements. The application of the
provision of FSP 157-3 did not impact the Companys results of operations or financial condition as of and for the year ended December 31, 2008.

Effective January 1, 2008, the Company adopted SFAS No. 159 The Fair Value Option for Financial Assets and Financial Liabilities (SFAS 159). SFAS 159 allows an entity the irrevocable
option to elect fair value for the initial and subsequent measurement for specified financial assets and liabilities on a contract-by-contract basis. The Company adopted the fair value option under this Statement for its ARS Rights.

In accordance with SFAS 157, the following table represents the Companys fair value hierarchy for its financial assets (investments) measured at
fair value on a recurring basis as of December 31, 2008 (in thousands):



|                                      |  |         |     |         |   |         |  |       |        |  |   |        
|------------------------------------- |  | ------- | --- | ------- | - | ------- |  | ----- | ------ |  | - | -------
|                                      |  | Level 1 |     | Level 2 |   | Level 3 |  | Total
|Corporate notes and bonds             |  | $       |    |         | $ | 172,256 |  | $     |       |  | $ | 172,256
|Auction rate securities               |  |         |    |         |   |        |  |       | 55,775 |  |   | 55,775 
|ARS Rights                            |  |         |    |         |   |        |  |       | 2,000  |  |   | 2,000  
|U.S. government and agency securities |  |         |    |         |   | 45,600  |  |       |       |  |   | 45,600 
|Foreign and municipal bonds           |  |         |    |         |   | 7,216   |  |       |       |  |   | 7,216  
|Certificates of deposit               |  |         |    |         |   | 2,017   |  |       |       |  |   | 2,017  
|                                      |  |         |     |         |   |         |  |       |        |  |   |        
|Total fixed income securities         |  |         |    |         |   | 227,089 |  |       | 57,775 |  |   | 284,864
|Publicly traded equity securities     |  |         | 445 |         |   |        |  |       |       |  |   | 445    
|                                      |  |         |     |         |   |         |  |       |        |  |   |        
|Total                                 |  | $       | 445 |         | $ | 227,089 |  | $     | 57,775 |  | $ | 285,309
|                                      |  |         |     |         |   |         |  |       |        |  |   |        



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ZORAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



At December 31, 2008 and 2007, the Company held auction rate securities (ARS) with a par value of $57.8 million and $85.4 million, respectively. During the year ended December 31, 2008, the
Company sold $27.6 million of its ARS at par value. The Companys ARS are high grade long-term debt instruments backed by student loans which are guaranteed by the United States government. All of the Companys ARS have credit
ratings of AAA or AA, and none are mortgage-backed debt obligations. Historically, The Companys ARS were highly liquid, using a Dutch auction process that resets the applicable interest rate at predetermined intervals, typically every
35 days, to provide liquidity at par. However, as a result of liquidity issues in the global credit and capital markets, the auctions for most of the Companys ARS failed beginning in the first quarter of 2008 when sell orders
exceeded buy orders. The failures of these auctions do not affect the value of the collateral underlying the ARS, and the Company continues to earn and receive interest on its ARS at a pre-determined formula with spreads tied to particular
interest rate indexes.

In October 2008, the Company accepted an offer (the UBS Offer) from UBS AG (UBS), one of
its investment managers. Under the UBS Offer, UBS issued to the Company Series C-2 Auction Rate Securities Rights (ARS Rights) that entitle it to sell the Companys eligible ARS to UBS affiliates during the period from June 30,
2010 to July 2, 2012 for a price equal to par value. In exchange for the issuance of the ARS Rights, the UBS affiliates have the discretionary right to sell the Companys eligible ARS on the Companys behalf, without prior
notification, at any time during a two-year period beginning June 30, 2010. In October 2008, the Company also received communications from Wachovia Securities indicating that Wachovia Securities expected to launch an offer to purchase ARS held
by the Company beginning no later than June 10, 2009 and ending no later than June 30, 2009, at par value. At December 31, 2008, the Company held ARS with a par value of $37.4 million with UBS and $20.4 million with Wachovia
Securities. The total fair value of the ARS, combined with the fair value of the ARS Rights approximate the par value of the ARS.

The ARS
Rights represent a firm agreement in accordance with SFAS 133 Accounting for Derivative Instruments and Hedging Activities (SFAS133), which defines a firm agreement as an agreement with an unrelated party, binding on both
parties and usually legally enforceable, with the following characteristics: a) the agreement specifies all significant terms, including the quantity to be exchanged, the fixed price, and the timing of the transaction, and b) the agreement includes
a disincentive for nonperformance that is sufficiently large to make performance probable. The enforceability of the ARS Rights results in a put option and should be recognized as a free standing asset separate from the related ARS. As of
December 31, 2008, the Company recorded $2.0 million as the fair value of the ARS Rights with a corresponding credit to interest income. The ARS Rights do not meet the definition of a derivative instrument under SFAS 133. Therefore, the Company
has elected to measure the ARS Rights at fair value under SFAS 159 The Fair Value Option for Financial Assets and Financial Liabilities (SFAS 159), which permits an entity to elect the fair value option for recognized
financial assets, in order to match the changes in the fair value of the related ARS. As a result, unrealized gains and losses will be included in earnings in future periods. The Company expects that future changes in the fair value of the ARS
Rights will approximate fair value movements in the related ARS. The Company valued the ARS Rights using a discounted cash flow approach including estimates based on data available as of December 31, 2008, of interest rates, timing and amount
of cash flow, adjusted for any bearer risk associated with the financial ability of UBS to repurchase the ARS beginning June 30, 2010. These assumptions are volatile and subject to change as the underlying sources of these assumptions and
market conditions change. Due to the current economic environment in which there is a lack of market activity for auction rate securities, the Company has been unable to obtain quoted prices or market prices for identical assets as of the
measurement date resulting in significant unobservable inputs used in determining the fair value. The Company estimated the fair value of the ARS using the income approach based on the following: (i) the underlying structure and contractual
provisions of each security; (ii) the present value of future principal and interest payments discounted at rates considered to reflect current market conditions; and (iii) consideration of the probabilities of default, auction failure, or
repurchase at par for each period. These estimated fair values could change significantly based on future market conditions, which could result in recognizing an other-than-temporary impairment loss.



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Prior to accepting the UBS Offer, the Company classified the related ARS as investments available-for-sale. The Company recorded unrealized gains and losses on its available-for-sale debt securities, net of a tax
benefit, in accumulated other comprehensive income (loss) in the stockholders equity section of its balance sheet.

In connection with
its acceptance of the UBS Offer during the fourth quarter of 2008, the Company transferred its ARS from investments available-for-sale to trading securities in accordance with SFAS 115 Accounting for Certain Investments in Debt and Equity
Securities (SFAS 115). The transfer to trading securities reflects managements intent to exercise its ARS Rights during the period June 30, 2010 to July 2, 2012. Prior to its agreement with UBS, the
Companys intent was to hold all of its ARS until the market recovered. During the fourth quarter of 2008, the Company recognized a loss of $2.0 million related to the ARS which is included in interest income.

The Company continues to monitor the market for ARS and consider its impact (if any) on the fair market value of its investments. If the market
conditions deteriorate further, the Company may be required to record additional unrealized losses in earnings, offset by corresponding increases in the value of the ARS Rights. The Company believes that, based on its current cash and cash
equivalents balance, the current lack of liquidity in the credit and capital markets will not have a material impact on its liquidity, cash flows or ability to fund its operations.

The reconciliation of beginning and ending balances for auction rate securities measured at fair value on a recurring basis using significant
unobservable inputs (Level 3) during the year was as follows (in thousands):



|                                             |  |                                                                         |        |   |                                                                                |   |      
|-------------------------------------------- |  | ----------------------------------------------------------------------- | ------ | - | ------------------------------------------------------------------------------ | - | -----
|                                             |  | Fair Value Measurementsusing SignificantUnobservable Inputs(Level 3)ARS |        |   | Fair Value Measurementsusing
SignificantUnobservable Inputs(Level 3)ARS Rights
|Balance at January 1, 2008                   |  | $                                                                       |       |   |                                                                                | $ |     
|Total unrealized losses included in earnings |  |                                                                         | (2,000 | ) |                                                                                |   |     
|Purchases, sales, issuances, and settlements |  |                                                                         | (5,000 | ) |                                                                                |   |     
|Receipt of ARS Rights                        |  |                                                                         |       |   |                                                                                |   | 2,000
|Transfers into Level 3                       |  |                                                                         | 62,775 |   |                                                                                |   |     
|                                             |  |                                                                         |        |   |                                                                                |   |      
|Balance at December 31, 2008                 |  | $                                                                       | 55,775 |   |                                                                                | $ | 2,000
|                                             |  |                                                                         |        |   |                                                                                |   |      

NOTE 6GOODWILL AND OTHER INTANGIBLE ASSETS

The Company conducted its annual impairment test of goodwill as of September 30, 2008 in accordance with Statement of Financial Accounting Standard
142 (SFAS 142), Goodwill and Other Intangible Assets and SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Impairment is tested at the reporting unit level which is one level below the
reportable segments. The Consumer segment has two reporting unitsHome Entertainment and Mobile, and the Imaging segment has one reporting unit. Potential goodwill impairment is measured based upon a two-step process. In the first step, the
Company compares the fair value of a reporting unit with its carrying amount including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired, thus the second step of
the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of an impairment loss. The fair values of the reporting units
were estimated using the expected present value of future cash flows. The total of all reporting unit fair values was also compared to the Companys market capitalization plus a control premium for reasonableness. The Company assumed a cash
flow period of 10 years, long-term annual growth rate of 9% to



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13%, discount rates of 33% to 38% and terminal value growth rates of 5%. The discount rates are higher than the ones used in previous annual impairment tests
due to the increase in the inherent risks in the markets in which the Company serves as a result of the current economic crisis.

As a
result of this test, the Company determined that the carrying amounts for both of the Consumer segment reporting units exceeded their fair values and recorded a goodwill impairment charge of approximately $164.5 million and an impairment charge for
purchased technology, customer base, tradename and other intangibles of $3.1 million in 2008. The impairment charge was primarily due to a decrease in valuation based on a decline in the Companys business forecasts as a result of the current
economic downturn as well as a significant decline in the Companys stock value over the last two quarters due to the current global financial crisis.

Components of Acquired Intangible Assets (in thousands):



|                             |  |             |  |                     |         |                         |   |          |            |  |                     |       |                         |   |         |            |   |          |   |  |   |       
|---------------------------- |  | ----------- |  | ------------------- | ------- | ----------------------- | - | -------- | ---------- |  | ------------------- | ----- | ----------------------- | - | ------- | ---------- | - | -------- | - |  | - | ------
|                             |  |             |  | December 31, 2008   |         | December 31, 2007      
|                             |  | Life(Years) |  | GrossCarryingAmount |         | AccumulatedAmortization |   |          | NetBalance |  | GrossCarryingAmount |       | AccumulatedAmortization |   |         | NetBalance
|Amortized intangible assets: |  |             |  |                     |         |                         |   |          |            |  |                     |       |                         |   |         |            |   |          |   |  |   |       
|Purchased technology         |  | 2-3         |  | $                   | 193,132 |                         | $ | (193,132 | )          |  | $                   |      |                         | $ | 195,505 |            | $ | (175,451 | ) |  | $ | 20,054
|Patents                      |  | 3-5         |  |                     | 40,265  |                         |   | (40,265  | )          |  |                     |      |                         |   | 40,265  |            |   | (36,961  | ) |  |   | 3,304 
|Customer base                |  | 3-5         |  |                     | 13,572  |                         |   | (13,572  | )          |  |                     |      |                         |   | 13,860  |            |   | (12,043  | ) |  |   | 1,817 
|Tradename and others         |  | 3-5         |  |                     | 4,231   |                         |   | (3,162   | )          |  |                     | 1,069 |                         |   | 3,350   |            |   | (2,580   | ) |  |   | 770   
|                             |  |             |  |                     |         |                         |   |          |            |  |                     |       |                         |   |         |            |   |          |   |  |   |       
|Total                        |  |             |  | $                   | 251,200 |                         | $ | (250,131 | )          |  | $                   | 1,069 |                         | $ | 252,980 |            | $ | (227,035 | ) |  | $ | 25,945
|                             |  |             |  |                     |         |                         |   |          |            |  |                     |       |                         |   |         |            |   |          |   |  |   |       

Estimated future intangible amortization expense, based on current balances, as of
December 31, 2008 is as follows (in thousands):



|                              |  |   |      
|----------------------------- |  | - | -----
|Year ending December 31, 2009 |  | $ | 435  
|Year ending December 31, 2010 |  |   | 435  
|Year ending December 31, 2011 |  |   | 199  
|                              |  |   |      
|                              |  | $ | 1,069
|                              |  |   |      

Changes in the carrying amount of goodwill for the year ended December 31, 2008 are as
follows (in thousands):



|                             |  |        |          |  
|---------------------------- |  | ------ | -------- | -
|                             |  | Amount |         
|Balance at December 31, 2007 |  | $      | 168,691  |  
|Impairment of goodwill       |  |        | (164,494 | )
|                             |  |        |          |  
|Balance at December 31, 2008 |  | $      | 4,197    |  
|                             |  |        |          |  



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Goodwill by reportable segment was as follows (in thousands):



|         |  |                  |        |                  |   |        
|-------- |  | ---------------- | ------ | ---------------- | - | -------
|         |  | December 31,2008 |        | December 31,2007
|Consumer |  | $                |       |                  | $ | 164,494
|Imaging  |  |                  | 4, 197 |                  |   | 4,197  
|         |  |                  |        |                  |   |        
|         |  | $                | 4,197  |                  | $ | 168,691
|         |  |                  |        |                  |   |        

NOTE 7RESEARCH AND DEVELOPMENT ARRANGEMENTS

The Company is a party to certain research and development agreements with the Chief Scientist in Israels Ministry of Industry and Trade Department
(the Chief Scientist) and the Israel-United States Binational Industrial Research and Development Foundation (BIRDF), which fund up to 50% of incurred project costs for approved products up to specified contract maximums. The
Company is not obligated to repay funding regardless of the outcome of its development efforts; however, these agreements require the Company to use its best efforts to achieve specified results and require the Company to pay royalties at rates of
3% to 5% of resulting products sales, and up to 30% of resulting license revenues, up to a maximum of 100% to 150% of the total funding received. Reported research and development expenses incurred in Israel are net of these grants, which fluctuate
from period to period. The amounts received in 2008 and 2007 were immaterial. There were no grant receipts in 2006.

NOTE 8DEVELOPMENT CONTRACTS

The Company has generated a portion of its total revenues from development contracts, primarily with key customers. The Company
classifies costs related to these development contracts as research and development expenses. The Company is not obligated to repay funding regardless of the outcome of its development efforts; however, the agreements require the Company to use its
best efforts to achieve specified results as per the agreements. The Company retains ownership of the intellectual property developed under the contracts; however, some contracts limit the product markets in which the Company may directly sell the
developed product. Revenues generated under these contracts were $2,381,000 in 2008, $1,134,000 in 2007 and $2,713,000 in 2006. In addition, from time to time, the Company enters into non-refundable joint development projects in which the
Companys customers reimburse the Company for a portion of their development costs. The Company records such reimbursement of development costs as an offset to research and development expenses as the Company retains ownership of the
intellectual property developed by it under these development arrangements. There were no such reimbursements in 2008. During 2007 and 2006, the Company received approximately $1,800,000 and $370,000 in such reimbursements.

NOTE 9COMMITMENTS AND CONTINGENCIES

From time
to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues contingent liabilities when it is probable that future expenditures will be made and such expenditures can
be reasonably estimated. In the opinion of management, there are no pending claims of which the outcome is expected to result in a material adverse effect in the financial position, results of operations or cash flows of the Company.

Lease and license commitments

The Company rents
facilities under various lease agreements expiring through 2017. Rent expense for 2008, 2007 and 2006 totaled approximately $7,529,000, $6,771,000 and $5,394,000, respectively. The Company also



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entered into a time-based license agreement for the right to use certain intellectual property totaling $10,714,000 at December 31, 2008 which is
included in accounts payable in the accompanying consolidated balance sheet. Future minimum lease and license payments required under non-cancelable agreements at December 31, 2008 are as follows (in thousands):



|                         |  |        |       
|------------------------ |  | ------ | ------
|Year ending December 31, |  | Amount
|2009                     |  | $      | 18,503
|2010                     |  |        | 11,144
|2011                     |  |        | 7,468 
|2012                     |  |        | 5,037 
|2013                     |  |        | 4,835 
|Thereafter               |  |        | 15,109
|                         |  |        |       
|Total                    |  | $      | 62,096
|                         |  |        |       

Legal proceedings

In September 2006, two shareholder derivative actions were filed against the Company as a nominal defendant and certain of its officers and directors in the United States District Court, Northern District of
California. The actions asserted claims relating to the Companys option granting practices and historical accounting for stock options. On December 8, 2006, the court issued an order consolidating the two actions. On September 15,
2008, the court entered a final judgment approving the parties settlement of the consolidated derivative action and dismissing the action with prejudice, which became effective 30 days thereafter. Pursuant to the terms of the settlement,
the individual defendants agreed to voluntarily increase the per share exercise price of options to purchase Company common stock held by them, as follows: from $12.36 to $14.69 with respect to 86,125 options; from $11.52 to $15.47 with respect to
11,563 options; and from $8.67 to $11.49 with respect to 3,750 options. One of the individual defendants also agreed to voluntarily cancel and surrender an aggregate of 424,107 options with an aggregate value of $482,310, as calculated using the
Black-Scholes methodology. Under the settlement agreement, the Company received $3,395,000, of which $395,000 was paid by the individual defendants, reflected in stockholders equity as additional paid-in capital, and the remainder was paid
through applicable insurance companies, reflected as recovery in selling, general and administrative expense. The Company paid $1,300,000 of fees and expenses to lead plaintiffs counsel.

Zoran Corporation v. DTS, Inc. On October 8, 2008, the Company filed a complaint against DTS, Inc. in the U.S. District Court for the
Northern District of California, alleging violations of Section 2 of the Sherman Act and patent misuse (the Antitrust Case). The complaint alleges that DTS wrongfully acquired and maintained monopoly power in the relevant markets in
the manner in which it caused its patented high-definition audio decompression technology to be adopted as part of the Blu-ray Disc standard. The complaint further alleges that, having wrongfully acquired monopoly power in the relevant markets, DTS
has refused to license its technology to the Company and others on fair, reasonable and nondiscriminatory, or FRAND, terms as required by its membership in the Blu-ray Disc Association (the BDA). The complaint seeks treble damages, in an
amount to be determined, an order enjoining DTS from monopolizing and attempting to monopolize the United States markets for Blu-ray Disc technology and an order declaring that DTSs relevant patents are unenforceable by reason of misuse.

On October 8, 2008, the Company also filed a notice of arbitration with the International Center for Dispute Resolution under the BDA
By-laws making allegations similar to those in the Antitrust Case and seeking an order granting the Company a license to DTSs Blu-ray technology and requiring DTS to provide the Company with necessary DTS Blu-ray materials or their equivalent
on FRAND terms and a finding that DTS materially



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breached the Blu-ray Disc Association By-Laws (the Arbitration Proceeding). On November 10, 2008, DTS filed its statement of defense and
counterclaim in the Arbitration Proceeding in which DTS raised defenses to the Companys claims and asserted that the Company had breached the BDA Bylaws by filing the Antitrust Case. On December 10, 2008, the Company filed its response
denying the allegations made by DTS in its statement of defense and counterclaim. The arbitration hearing is currently scheduled to begin on April 27, 2009.

On October 29, 2008, DTS filed a motion seeking an order referring the Companys claims in the Antitrust Case to arbitration and dismissing the complaint in its entirety or, in the alternative, staying the
District Court action pending the outcome of the arbitration. On January 20, 2009, the Court ordered all essentially FRAND-based issues referred to arbitration, denied the motion with respect to all non-arbitrable issues, and stayed the
Antitrust Case pending the arbitrators decision on the FRAND issues. On February 12, 2009, DTS filed a notice of appeal of the Courts order with the U.S. Court of Appeals for the Ninth Circuit.

On November 21, 2008, DTS filed a complaint against the Company in the Superior Court for the State of California, County of Los Angeles, Northwest
District (the State Court Case). In the State Court Case, DTS alleges fraud, breach of contract and unfair competition claims against the Company. On December 23, 2008, in response to DTSs complaint, the Company filed a
general denial and asserted affirmative defenses against DTS. The Company also filed a cross-complaint against DTS seeking declaratory relief. On January 22, 2009, DTS filed a general denial and asserted affirmative defenses in response to the
Companys cross-complaint.

By letter dated February 17, 2009, DTS counsel asserted a further claim that the Company has
violated federal law, including Section 43(a) of the Lanham Act and Section 10(b) of the Securities Exchange Act of 1934, as well as unspecified state laws, by making false and misleading statements implying that it has, or shortly will
have, a license to the Blu-ray technology, and that DTS has been damaged by such statements. The letter threatens further legal action by DTS. The Company denies these additional allegations.

The Company intends to vigorously pursue all rights and remedies it may have against DTS and defend itself against allegations made by DTS in the
currently pending proceedings as well as any additional proceedings that DTS may initiate.

Zoran Corporation v. Macrovision Solutions,
Inc and Macrovision, Inc. (collectively, Macrovision). On December 3, 2008, Macrovision sent the Company a letter in which Macrovision alleged that the Company had breached a component supplier non-assertion and technical
services agreement with Macrovision, demanded that the Company cure certain alleged breaches of the agreement and purported to terminate the agreement. On December 23, 2008, the Company sent Macrovision a letter stating, among other things,
that the Company had not breached the agreement and refuting Macrovisions purported termination of the agreement. The Company further advised Macrovision that it is the Companys position that the agreement remains in full force and
effect. The Company and Macrovision were unable to resolve this dispute through subsequent communications. Accordingly, on January 20, 2009, the Company filed a demand for arbitration with the American Arbitration Association seeking an order
declaring that it has not breached its agreement with Macrovision and that the agreement has not been terminated. On February 18, 2009, Macrovision filed an answering statement and counterdemand in which it denies that the Company is entitled
to any relief and asserts various affirmative defenses. In its counterdemand, Macrovision seeks an order declaring that it terminated the agreement and also alleges breaches of the agreement by the Company for which it seeks unspecified damages,
costs and permanent injunctive relief.

The Company intends to vigorously pursue all rights and remedies it may have against Macrovision
and defend itself against allegations made by Macrovision in these proceedings.



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Indemnification Obligations. Subject to certain limitations, the Company is obligated to indemnify its current and former directors, officers and employees in connection with the investigation of the
Companys historical stock option practices and related government inquiries and litigation which concluded during 2008. These obligations arise under the terms of the Companys certificate of incorporation, its bylaws, applicable
contracts, and Delaware and California law. The obligation to indemnify generally means that the Company is required to pay or reimburse the individuals reasonable legal expenses and possibly damages and other liabilities incurred in
connection with these matters. The Company is currently paying or reimbursing legal expenses incurred in connection with these matters by a number of its current and former directors, officers and employees.

Other Legal Matters. The Company is named from time to time as a party to lawsuits in the normal course of its business. Litigation in general,
and intellectual property and securities litigation in particular, can be expensive and disruptive to normal business operations. Moreover, the results of legal proceedings are difficult to predict.

NOTE 10STOCKHOLDERS EQUITY

1993 Stock Option Plan

The Companys 1993 Stock Option Plan (the 1993 Option Plan) was adopted by the Board of Directors of the Company and
approved by the stockholders of the Company in July 1993. A total of 7,755,000 shares of common stock were reserved for issuance under the 1993 Option Plan. The 1993 Option Plan provided for grants of options to employees, non-employee
directors and consultants. The 1993 Stock Option Plan expired during 2003 and no future shares will be granted under this plan. The option price for shares granted under the 1993 Option Plan was typically equal to the fair market value of the common
stock at the date of grant.

Generally, options granted under the 1993 Option Plan are fully exercisable on and after the date of grant,
subject to the Companys right to repurchase from an optionee, at the optionees original per share exercise price, any unvested shares which the optionee has purchased and holds in the event of the termination of the optionees
employment, with or without cause. The Companys right lapses as shares subject to the option become vested. Such shares generally vest in monthly installments over two or four years following the date of grant (as determined by the
Compensation Committee of the Board of Directors), subject to the optionees continuous service. Options expire ten years from the date of grant and an option shall generally terminate three months after termination of employment.

2000 Nonstatutory Stock Option Plan

The
Companys 2000 Nonstatutory Stock Option Plan (the 2000 Option Plan) was adopted by the Board of Directors of the Company in October 2000. A total of 450,000 shares of preferred stock were initially reserved for issuance under
the 2000 Option Plan. The options to purchase preferred stock automatically converted to options to purchase common stock upon the amendment of the Companys certificate of incorporation to affect an increase in the number of authorized shares
of common stock to 55,000,000 in October 2000. A total of 13,325,000 shares of common stock were reserved for issuance under the 2000 Option Plan. The 2000 Option Plan provided for grants of options to employees or consultants. The 2000 Option
Plan was modified in 2001 to allow for exercisability of stock options ahead of vesting subject to the Companys right to repurchase the associated stock at the option exercise price lapsing during the course of original vesting schedule. The
option price for shares granted under the 2000 Option Plan was typically equal to the fair market value of the common stock at the date of grant. Options expire ten years from the date of grant and the right to exercise an option generally
terminates three months after termination of employment. The 2000 Stock Option Plan was terminated in 2005 and was replaced by the 2005 Equity Incentive Plan.



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1995 Outside Directors Stock Option Plan

The Companys Outside Directors Stock Option Plan (the
1995 Directors Plan) was adopted by the Companys Board of Directors in October 1995, and was approved by its stockholders in December 1995. A total of 525,000 shares of Common Stock were reserved for issuance under the
1995 Directors Plan. The 1995 Directors Plan provided for the grant of nonstatutory stock options to nonemployee directors of the Company. The 1995 Directors Plan provided that each new nonemployee director would automatically be granted an option
to purchase 30,000 shares on the date the optionee first became a nonemployee director (the Initial Grant). Thereafter, on the date immediately following each annual stockholders meeting, each nonemployee director who was reelected
at the meeting to an additional term was granted an additional option to purchase 15,000 shares of Common Stock if, on such date, he or she had served on the Companys Board of Directors for at least six months (the Annual Grant).
Initial Grants were exercisable in four equal annual installments, and each Annual Grant became exercisable in full one year after the date of grant, subject to the directors continuous service. The exercise price of all stock options granted
under the 1995 Directors Plan was equal to the fair market value of the Companys Common Stock on the date of grant. Options granted under the 1995 Directors Plan have a term of ten years. This plan was terminated in July 2005 and was replaced
by the 2005 Outside Directors Equity Plan.

2005 Equity Incentive Plan

The 2005 Equity Incentive Plan (the 2005 Plan) was adopted by the Board of Directors in May 2005 and replaced the 1993 Stock Option Plan, which expired in 2003, and the 2000 Nonstatutory Stock Option Plan,
which was terminated by the Board of Directors upon stockholder approval of the 2005 Plan in July 2005. A total of 7,056,663 shares of the Companys common stock are authorized for issuance pursuant to awards granted under the 2005 Plan. Such
awards may include stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, deferred stock units and other stock-based or cash-based awards. The 2005 Plan is administered by the
Compensation Committee or other committee of subcommittee of the Board of Directors or, in the absence of such committee, by the Board of Directors and has a term of 10 years. Employees and consultants of Zoran and its subsidiaries and other
affiliates are eligible to participate in the 2005 Plan.

Options and stock appreciation rights granted under the 2005 Plan must have
exercise prices per share not less than the fair market value of Zoran common stock on the date of grant and may not be repriced without stockholder approval. Such awards will vest and become exercisable upon conditions established by the
Compensation Committee and may not have a term exceeding 10 years.

Except with respect to 5% of the number of shares authorized under the
2005 Plan, awards of restricted stock, restricted stock units, performance shares, performance units and other full value awards granted under the 2005 Plan generally must have service-based vesting schedules of at least three years or a performance
period of at least 12 months. However, restricted stock or restricted stock units issued pursuant to a stockholder-approved option exchange program which vest based on service must have a vesting schedule of at least two years. Performance share and
performance unit awards vest to the extent that pre-established performance goals based on one or more measures of business and financial performance authorized by the 2005 Plan are attained during a performance period established by the
Compensation Committee. The grant or vesting of other types of awards under the 2005 Plan may similarly be based on the attainment of one or more such performance goals. The 2005 Plan provides that the number of shares remaining available for
issuance will be reduced by 1.3 shares for each one share of Zoran common stock subject to a full value award granted under the 2005 Plan.

At December 31, 2008, 3,538,935 shares of the Companys common stock were available for the grant of stock options and other awards under the 2005 Plan, subject to the provisions described above that reduce the number of shares
available for full value awards.



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2005 Outside Directors Equity Plan

The 2005 Outside Directors Equity Plan (the 2005 Directors
Plan) was adopted by the Board of Directors in May 2005 and replaced the 1995 Outside Directors Stock Option Plan, which was terminated by the Board of Directors upon stockholder approval of the 2005 Directors Plan in July 2005. A total of
600,000 shares of the Companys common stock are reserved for issuance pursuant to the 2005 Directors Plan. Such awards may include stock options, stock appreciation rights, restricted stock units and deferred stock units. The 2005 Directors
Plan is generally administered by the Board of Directors and has a term of 10 years. Participation in the 2005 Directors Plan is limited to non-employee members of the Zoran Board of Directors (outside directors). The 2005 Directors Plan
provides that the number of shares remaining available for issuance will be reduced by 1.3 shares for each one share of Zoran common stock subject to a full value award granted under the 2005 Directors Plan.

Awards under the 2005 Directors Plan are granted by the Board of Directors to all outside directors on a periodic, nondiscriminatory basis within limits
prescribed by the 2005 Directors Plan. Subject to appropriate adjustment for any change in the Companys capital structure, awards granted to any outside director in any fiscal year may not exceed 20,000 shares, increased by one or more of the
following: 40,000 shares upon an outside directors initial election, 10,000 shares for service as Chairman of the Board or Lead Director, 5,000 shares for service on a Board committee as chairman and 2,500 shares for service on a Board
committee other than as chairman. Stock options, stock appreciation rights, restricted stock units and deferred stock units granted under the Directors Plan are generally subject to terms substantially similar to those applicable to the same type of
award granted under the 2005 Plan.

At December 31, 2008, 195,000 shares of the Companys common stock were available for the
grant of the options and other awards under the 2005 Directors Plan, subject to the provisions described above that reduce the number of shares available for full value awards.

The following table summarizes the Companys stock option activity for the years ended December 31, 2008, 2007 and 2006. The weighted average
exercise price for each category presented is also shown in the table below:



|                            |  |                                    |   |  |                              |      
|--------------------------- |  | ---------------------------------- | - |  | ---------------------------- | -----
|                            |  | SharesUnderlyingOptionsOutstanding |   |  | WeightedAverageExercisePrice
|Balances, December 31, 2005 |  | 12,955,585                         |   |  | $                            | 16.32
|Granted                     |  | 363,065                            |   |  | $                            | 21.13
|Exercised                   |  | (3,683,846                         | ) |  | $                            | 13.53
|Canceled*                   |  | (1,538,460                         | ) |  | $                            | 22.75
|                            |  |                                    |   |  |                              |      
|Balances, December 31, 2006 |  | 8,096,344                          |   |  | $                            | 16.58
|Granted                     |  | 1,467,890                          |   |  | $                            | 20.33
|Exercised                   |  | (1,688,257                         | ) |  | $                            | 13.84
|Canceled                    |  | (172,906                           | ) |  | $                            | 15.41
|                            |  |                                    |   |  |                              |      
|Balances, December 31, 2007 |  | 7,703,071                          |   |  | $                            | 17.92
|Granted                     |  | 1,519,780                          |   |  | $                            | 13.95
|Exercised                   |  | (113,017                           | ) |  | $                            | 7.50 
|Canceled                    |  | (809,784                           | ) |  | $                            | 21.37
|                            |  |                                    |   |  |                              |      
|Balances, December 31, 2008 |  | 8,300,050                          |   |  | $                            | 17.00
|                            |  |                                    |   |  |                              |      



|* | Includes 1,060,536 underwater options exchanged for restricted shares and restricted stock units. See Restricted Shares and Restricted Stock Units below.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------



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ZORAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Significant option groups outstanding as of December 31, 2008 and the related weighted average exercise price and contractual life information, are as follows:



|                   |  |                                            |  |                                                |  |                              |       |                               |   |                                            |  |                                                |  |                              |  |                               |       |  |   |    
|------------------ |  | ------------------------------------------ |  | ---------------------------------------------- |  | ---------------------------- | ----- | ----------------------------- | - | ------------------------------------------ |  | ---------------------------------------------- |  | ---------------------------- |  | ----------------------------- | ----- |  | - | ---
|                   |  | Options Outstanding                        |  | Options Exercisable                           
|Exercise Prices    |  | SharesUnderlyingOptions atDecember 31,2008 |  | WeightedAverageRemainingContractualLife(Years) |  | WeightedAverageExercisePrice |       | Aggregateintrinsicvalue(000) |   | SharesUnderlyingOptions atDecember 31,2008 |  | WeightedAverageRemainingContractualLife(Years) |  | WeightedAverageExercisePrice |  | Aggregateintrinsicvalue(000)
|$  0.00 to $  9.99 |  | 333,339                                    |  | 4.59                                           |  | $                            | 7.07  |                               | $ | 218                                        |  | 284,989                                        |  | 3.82                         |  | $                             | 6.90  |  | $ | 218
|$10.00 to $11.99   |  | 861,337                                    |  | 5.35                                           |  | $                            | 10.54 |                               |   |                                           |  | 861,337                                        |  | 5.35                         |  | $                             | 10.54 |  |   |   
|$12.00 to $14.99   |  | 2,670,184                                  |  | 7.10                                           |  | $                            | 13.85 |                               |   |                                           |  | 1,189,578                                      |  | 4.48                         |  | $                             | 13.54 |  |   |   
|$15.00 to $19.99   |  | 2,537,957                                  |  | 6.38                                           |  | $                            | 18.17 |                               |   |                                           |  | 1,897,224                                      |  | 5.75                         |  | $                             | 17.69 |  |   |   
|$20.00 to $25.99   |  | 1,652,982                                  |  | 5.28                                           |  | $                            | 23.84 |                               |   |                                           |  | 1,514,054                                      |  | 4.99                         |  | $                             | 23.84 |  |   |   
|$26.00 to $46.53   |  | 244,251                                    |  | 1.80                                           |  | $                            | 29.30 |                               |   |                                           |  | 242,783                                        |  | 1.77                         |  | $                             | 29.31 |  |   |   
|                   |  |                                            |  |                                                |  |                              |       |                               |   |                                            |  |                                                |  |                              |  |                               |       |  |   |    
|Total              |  | 8,300,050                                  |  | 6.08                                           |  | $                            | 17.00 |                               | $ | 218                                        |  | 5,989,965                                      |  | 4.99                         |  | $                             | 17.35 |  | $ | 218
|                   |  |                                            |  |                                                |  |                              |       |                               |   |                                            |  |                                                |  |                              |  |                               |       |  |   |    

Of the 8,300,050 stock options outstanding as of December 31, 2008, the Company estimates
that 8,051,727 shares will fully vest over the remaining contractual term. As of December 31, 2008 these options had a weighted average remaining contractual life of 5.99 years, weighted average exercise price of $17.03 and aggregate intrinsic
value of $218,000.

The weighted average grant date fair value of options, as determined under SFAS 123(R), granted during the years ended
December 31, 2008 and 2007 was $7.19 and $11.70 per share, respectively. The weighted average grant date fair value of options granted during the year ended December 31, 2006 as defined by SFAS 123 was $11.46 per share.

The aggregate intrinsic value in the table above represents the total pretax intrinsic value, based on the Companys closing stock price of $6.83 as
of December 31, 2008, which would have been received by the option holders had all option holders exercised their options as of that date. The total number of shares of common stock underlying in-the-money options exercisable as of
December 31, 2008 was 98,000.

The total intrinsic value of options exercised during the year ended December 31, 2008 was
$569,000. The total cash received from employees as a result of employee stock option exercises during the year ended December 31, 2008 was approximately $847,000. There was no excess tax benefit realized by the Company in 2008, 2007 and 2006
for option exercises due to the availability of non stock related net operating loss carry forwards which fully offset the Companys taxable income.

As of December 31, 2008, the Company had $19,515,000 of unrecognized stock-based compensation cost related to stock options after estimated forfeitures, which are expected to be recognized over an estimated
period of 2.61 years.

The Company settles employee stock option exercises with newly issued common shares.



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ZORAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



For purposes of the disclosure requirements of SFAS 123 and the requirements of SFAS 123(R), the Company estimates the fair value of stock options using the Black-Scholes option pricing model using the following
weighted-average assumptions:



|                              |  |                    |   |  |                     |   |  |      |   |  |      |   |  |      |   |  |      |  
|----------------------------- |  | ------------------ | - |  | ------------------- | - |  | ---- | - |  | ---- | - |  | ---- | - |  | ---- | -
|                              |  | Stock Option Plans |   |  | Stock Purchase Plan |  
|                              |  | 2008               |   |  | 2007                |   |  | 2006 |   |  | 2008 |   |  | 2007 |   |  | 2006 |  
|Average expected term (years) |  | 5.5                |   |  | 5.4                 |   |  | 5.7  |   |  | 1.29 |   |  | 1.27 |   |  | 1.25 |  
|Expected volatility           |  | 54                 | % |  | 60                  | % |  | 70   | % |  | 54   | % |  | 46   | % |  | 57   | %
|Risk-free interest rate       |  | 2.8                | % |  | 4.4                 | % |  | 4.8  | % |  | 2.1  | % |  | 4.9  | % |  | 2.3  | %
|Dividend yield                |  | 0                  | % |  | 0                   | % |  | 0    | % |  | 0    | % |  | 0    | % |  | 0    | %

Expected Term: The expected term represents the period that the Companys
stock-based awards are expected to be outstanding and was determined based on the Companys historical experience with similar awards, giving consideration to the contractual terms of the stock-based awards and vesting schedules.

Expected Volatility: The Company uses historical volatility in deriving its volatility assumption. Management believes that historical volatility
appropriately reflects the markets expectations of future volatility.

Risk-Free Interest Rate: Management bases its
assumptions regarding the risk-free interest rate on U.S. Treasury zero-coupon issues with an equivalent remaining term.

Expected
Dividend:The Company has not paid and does not anticipate paying any dividends in the near future.

Restricted Shares and Restricted
Stock Units

Restricted shares and restricted stock units are granted under the 2005 Plan. As of December 31, 2008, there was
$173,000 of total unrecognized stock-based compensation expense related to restricted shares and restricted stock units. This cost is expected to be recognized over the weighted average remaining term of 2.45 years.

The following is a summary of restricted shares and restricted stock units activities:



|                            |  |                                             |   |  |                                        |      
|--------------------------- |  | ------------------------------------------- | - |  | -------------------------------------- | -----
|                            |  | OutstandingRestricted Sharesand Stock Units |   |  | Weighted-average grant-date fair value
|Balances, December 31, 2005 |  | 65,333                                      |   |  | $                                      | 13.59
|Granted                     |  | 197,433                                     |   |  | $                                      | 21.56
|Released                    |  | (64,986                                     | ) |  | $                                      | 19.56
|Forfeited                   |  | (8,064                                      | ) |  | $                                      | 21.56
|                            |  |                                             |   |  |                                        |      
|Balances, December 31, 2006 |  | 189,716                                     |   |  | $                                      | 19.50
|Granted                     |  | 5,000                                       |   |  | $                                      | 20.31
|Released                    |  | (101,328                                    | ) |  | $                                      | 19.95
|Forfeited                   |  | (16,043                                     | ) |  | $                                      | 21.56
|                            |  |                                             |   |  |                                        |      
|Balances, December 31, 2007 |  | 77,345                                      |   |  | $                                      | 18.53
|Granted                     |  | 19,400                                      |   |  | $                                      | 8.29 
|Released                    |  | (60,733                                     | ) |  | $                                      | 19.39
|Forfeited                   |  | (612                                        | ) |  | $                                      | 21.56
|                            |  |                                             |   |  |                                        |      
|Balances, December 31, 2008 |  | 35,400                                      |   |  | $                                      | 11.40
|                            |  |                                             |   |  |                                        |      



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##### Table of Contents

ZORAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Employee Stock Purchase Plan

The Companys 1995 Employee Stock Purchase Plan
(ESPP) was adopted by the Companys Board of Directors in October 1995, and approved by its stockholders in December 1995. The ESPP enables employees to purchase shares through payroll deductions at approximately 85% of
the lesser of the fair value of common stock at the beginning of a 24-month offering period or the end of each six-month segment within such offering period. The ESPP is intended to qualify as an employee stock purchase plan under
Section 423 of the U.S. Internal Revenue Code. During the years ended December 31, 2008 and 2007, 753,200 and 184,495 shares were purchased by employees under the terms of the plan agreements at a weighted average price of $8.62 and $16.75
per share, respectively. As of December 31, 2008, 1,373,752 shares were reserved and available for issuance under this plan.

Stock Repurchase
Program

In March 2008, the Companys Board of Directors authorized a stock repurchase program under which the Company may
repurchase up to $100.0 million of outstanding Zoran common stock. The amount and timing of specific repurchases under this program are subject to market conditions, applicable legal requirements and other factors, including managements
discretion. Repurchases may be in open-market transactions or through privately negotiated transactions, and the repurchase program may be modified, extended or terminated by the board of directors at any time. There is no guarantee of the exact
number of shares that will be repurchased under the program.

As of December 31, 2008, the authorized amount that remains available
under the Companys stock repurchase program was $90.0 million. The Company retires all shares repurchased under the stock repurchase program. The purchase price for the repurchased shares of the Companys stock repurchased is reflected as
a reduction of common stock and additional paid-in capital.

Stock repurchase activity during the year ended December 31, 2008 was as
follows (in thousands except per share amounts):



|                            |  |                                |  |                                      |      |                             |   |       
|--------------------------- |  | ------------------------------ |  | ------------------------------------ | ---- | --------------------------- | - | ------
|                            |  | Total Numberof SharesPurchased |  | Average PricePaid per Share(or Unit) |      | Amount paid forpurchase ($)
|Balances, December 31, 2007 |  |                               |  | $                                    |     |                             | $ |      
|Repurchase in 2008          |  | 1,164                          |  |                                      | 8.60 |                             |   | 10,012
|                            |  |                                |  |                                      |      |                             |   |       
|Balances, December 31, 2008 |  | 1,164                          |  | $                                    | 8.60 |                             | $ | 10,012
|                            |  |                                |  |                                      |      |                             |   |       



|Note: | The average price paid per share is based on the total price paid by the Company which includes applicable broker fees.
|----- | -----------------------------------------------------------------------------------------------------------------------

NOTE 11RETIREMENT AND EMPLOYEE BENEFIT PLANS

The Company maintains a 401(k) Plan that covers substantially all of the Companys U.S. employees. Participants may elect to contribute a percentage of their compensation to this plan, up to the statutory maximum amount prescribed by
the Internal Revenue Code. The Company has the ability to make a discretionary matching contribution to the 401(k) Plan based on a uniform percentage of the employees eligible contribution up to a maximum employer match of $2,000 per year per
employee. Approximately $556,000, $519,000 and $525,000 in matching contributions were recorded during 2008, 2007 and 2006, respectively.

Under Israeli law, the Company is required to make severance payments to its retired or dismissed Israeli employees and Israeli employees leaving its employment in certain other circumstances. The Companys



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ZORAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



severance pay liability to its Israeli employees, which is calculated based on the salary of each employee multiplied by the years of such employees
employment, is reflected in the Companys balance sheet in other long-term liabilities on an accrual basis, and is partially funded by the purchase of insurance policies in the name of the employees. The surrender value of the insurance
policies is recorded in other assets and long-term investments. The severance pay expenses (benefit) for the years ended December 31, 2008, 2007 and 2006 were $607,000, $(3,000) and $979,000, respectively. The severance pay detail is as follows
(in thousands):



|                                            |  |                         |         |   |      |   |         |      |  |   |        |  
|------------------------------------------- |  | ----------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------ | -
|                                            |  | Year Ended December 31, |        
|                                            |  | 2008                    |         |   | 2007 |   |         | 2006 | 
|Accrued severance                           |  | $                       | 13,987  |   |      | $ | 13,251  |      |  | $ | 11,052 |  
|Less: amount funded                         |  |                         | (12,577 | ) |      |   | (12,457 | )    |  |   | (9,702 | )
|                                            |  |                         |         |   |      |   |         |      |  |   |        |  
|Unfunded portion, net accrued severance pay |  | $                       | 1,410   |   |      | $ | 794     |      |  | $ | 1,350  |  
|                                            |  |                         |         |   |      |   |         |      |  |   |        |  

NOTE 12EARNINGS PER SHARE

The following is a reconciliation of the numerators and denominators of the basic and diluted net income (loss) per share computations for the periods
presented (in thousands except per share amounts):



|                                                            |  |                         |          |   |      |   |        |  |   |       
|----------------------------------------------------------- |  | ----------------------- | -------- | - | ---- | - | ------ |  | - | ------
|                                                            |  | Year ended December 31,
|                                                            |  | 2008                    |          |   | 2007 |   | 2006  
|Net income (loss)                                           |  | $                       | (215,727 | ) |      | $ | 66,186 |  | $ | 16,328
|                                                            |  |                         |          |   |      |   |        |  |   |       
|Shares:                                                     |  |                         |          |   |      |   |        |  |   |       
|Weighted average shares outstanding                         |  |                         | 51,350   |   |      |   | 49,981 |  |   | 48,353
|Effect of dilutive options, ESPP and restricted stock units |  |                         |         |   |      |   | 1,423  |  |   | 1,746 
|                                                            |  |                         |          |   |      |   |        |  |   |       
|Dilutive weighted average shares                            |  |                         | 51,350   |   |      |   | 51,404 |  |   | 50,099
|                                                            |  |                         |          |   |      |   |        |  |   |       
|Net income (loss) per share:                                |  |                         |          |   |      |   |        |  |   |       
|Basic                                                       |  | $                       | (4.20    | ) |      | $ | 1.32   |  | $ | 0.34  
|                                                            |  |                         |          |   |      |   |        |  |   |       
|Diluted                                                     |  | $                       | (4.20    | ) |      | $ | 1.29   |  | $ | 0.33  
|                                                            |  |                         |          |   |      |   |        |  |   |       

For the years ended December 31, 2008, 2007 and 2006 outstanding options and restricted stock
units totaling 7,485,000, 3,356,000 and 3,086,000 shares, respectively, were excluded from the calculation of diluted net income (loss) per share as the inclusion of such shares would have had an anti-dilutive effect.

NOTE 13INCOME TAXES

The components of income
(loss) before income taxes are as follows (in thousands):



|         |  |              |          |   |      |   |        |      |  |   |        |  
|-------- |  | ------------ | -------- | - | ---- | - | ------ | ---- |  | - | ------ | -
|         |  | December 31, |         
|         |  | 2008         |          |   | 2007 |   |        | 2006 | 
|Current: |  |              |          |   |      |   |        |      |  |   |        |  
|Domestic |  | $            | (112,904 | ) |      | $ | 17,941 |      |  | $ | (754   | )
|Foreign  |  |              | (90,544  | ) |      |   | (1,590 | )    |  |   | 22,844 |  
|         |  |              |          |   |      |   |        |      |  |   |        |  
|         |  | $            | (203,448 | ) |      | $ | 16,351 |      |  | $ | 22,090 |  
|         |  |              |          |   |      |   |        |      |  |   |        |  



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##### Table of Contents

ZORAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



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



|                                   |  |              |        |   |      |   |         |      |  |   |       |  
|---------------------------------- |  | ------------ | ------ | - | ---- | - | ------- | ---- |  | - | ----- | -
|                                   |  | December 31, |       
|                                   |  | 2008         |        |   | 2007 |   |         | 2006 | 
|Current:                           |  |              |        |   |      |   |         |      |  |   |       |  
|Federal                            |  | $            | 4,250  |   |      | $ | 802     |      |  | $ | 4,463 |  
|State                              |  |              | 68     |   |      |   | 65      |      |  |   | (623  | )
|Foreign                            |  |              | 472    |   |      |   | 731     |      |  |   | 1,922 |  
|                                   |  |              |        |   |      |   |         |      |  |   |       |  
|                                   |  | $            | 4,790  |   |      | $ | 1,598   |      |  | $ | 5,762 |  
|                                   |  |              |        |   |      |   |         |      |  |   |       |  
|Deferred:                          |  |              |        |   |      |   |         |      |  |   |       |  
|Federal                            |  | $            | 2,691  |   |      | $ | (44,055 | )    |  | $ |      |  
|State                              |  |              | (599   | ) |      |   | (4,583  | )    |  |   |      |  
|Foreign                            |  |              | 5,397  |   |      |   | (2,795  | )    |  |   |      |  
|                                   |  |              |        |   |      |   |         |      |  |   |       |  
|                                   |  |              | 7,489  |   |      |   | (51,433 | )    |  |   |      |  
|                                   |  |              |        |   |      |   |         |      |  |   |       |  
|Total income tax expense (benefit) |  | $            | 12,279 |   |      | $ | (49,835 | )    |  | $ | 5,762 |  
|                                   |  |              |        |   |      |   |         |      |  |   |       |  

The tax provision differs from the amounts obtained by applying the statutory U.S. Federal income
tax rate to income taxes as shown below.



|                                                   |  |              |         |   |      |   |         |      |  |   |        |  
|-------------------------------------------------- |  | ------------ | ------- | - | ---- | - | ------- | ---- |  | - | ------ | -
|                                                   |  | December 31, |        
|                                                   |  | 2008         |         |   | 2007 |   |         | 2006 | 
|Tax provision (benefit) at U.S. statutory rate     |  | $            | (69,172 | ) |      | $ | 5,559   |      |  | $ | 7,511  |  
|Foreign earnings                                   |  |              | 31,491  |   |      |   | 1,272   |      |  |   | (6,016 | )
|State taxes net of federal benefit                 |  |              | (532    | ) |      |   | 43      |      |  |   | 259    |  
|Non deductible goodwill impairment                 |  |              | 34,466  |   |      |   |        |      |  |   |       |  
|Non deductible in process research and development |  |              | 7,610   |   |      |   |        |      |  |   |       |  
|R&D credit                                         |  |              | (435    | ) |      |   |        |      |  |   |       |  
|Stock compensation and other permanent differences |  |              | 2,952   |   |      |   | 1,074   |      |  |   | (1,597 | )
|Alternative minimum tax                            |  |              |        |   |      |   | 22      |      |  |   | 371    |  
|Deferred tax assetschange in valuation allowance  |  |              | 8,702   |   |      |   | (57,805 | )    |  |   |       |  
|Other differences                                  |  |              | (2,803  | ) |      |   |        |      |  |   | 5,234  |  
|                                                   |  |              |         |   |      |   |         |      |  |   |        |  
|Total income tax expense (benefit)                 |  | $            | 12,279  |   |      | $ | (49,835 | )    |  | $ | 5,762  |  
|                                                   |  |              |         |   |      |   |         |      |  |   |        |  

Deferred income tax assets comprise the following:



|                                                            |  |              |         |   |      |   |        |  
|----------------------------------------------------------- |  | ------------ | ------- | - | ---- | - | ------ | -
|                                                            |  | December 31, |        
|                                                            |  | 2008         |         |   | 2007 |  
|Deferred tax assets:                                        |  |              |         |   |      |   |        |  
|Federal, state and foreign net operating loss carryforwards |  | $            | 30,122  |   |      | $ | 35,437 |  
|Tax credits                                                 |  |              | 14,006  |   |      |   | 8,744  |  
|Nondeductible reserves and accruals                         |  |              | 19,709  |   |      |   | 16,844 |  
|                                                            |  |              |         |   |      |   |        |  
|Total deferred tax assets                                   |  |              | 63,837  |   |      |   | 61,025 |  
|Deferred tax liabilities:                                   |  |              |         |   |      |   |        |  
|Nondeductible intangible assets                             |  |              | (413    | ) |      |   | (5,096 | )
|                                                            |  |              |         |   |      |   |        |  
|Deferred tax assets                                         |  |              | 63,424  |   |      |   | 55,929 |  
|Valuation allowance                                         |  |              | (11,967 | ) |      |   |       |  
|                                                            |  |              |         |   |      |   |        |  
|Net deferred tax assets                                     |  | $            | 51,457  |   |      | $ | 55,929 |  
|                                                            |  |              |         |   |      |   |        |  



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##### Table of Contents

ZORAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



As of December 31, 2008, the Company had net operating loss carryforwards or NOLs of approximately $107.7 million for federal, $35.6 million for state tax, and $109.8 million in various foreign jurisdictions. The
federal NOLs expire on various dates between 2009 and 2024. The state NOLs expire beginning in 2012 and the foreign NOLs do not expire. As of December 31, 2008, the Company had tax credits of approximately $6.5 million for federal tax purposes
which expire beginning in 2014 and $ 4.8 million for state tax purposes, most of which do not expire, and some of which expire at various times, beginning in 2009.

The Company adopted the provisions of FASB Interpretation No. 48 Accounting for Uncertainty in Income Taxes (FIN No. 48)an interpretation of SFAS 109 on January 1, 2007. As
a result of the implementation of FIN No. 48, the Company reduced its tax liability by $1,633,000 with an offsetting decrease of $453,000 to opening accumulated deficit, and a decrease in goodwill of $1,180,000. Additionally, the Company
decreased deferred tax assets and their associated valuation allowance by $12,749,000. The adoption resulted in a reclassification of certain tax liabilities from current to non-current. As part of its 2007 FIN No. 48 analysis, the Company
reviewed its historical R&D credits and determined that the tax return value of those credits should be reduced. As of December 31, 2008, the Company has $33,554,000 of unrecognized tax benefits all of which would benefit the Companys
tax expense if realized in the future.

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



|                                                                 |  |   |        |  
|---------------------------------------------------------------- |  | - | ------ | -
|Balance at January 1, 2007                                       |  | $ | 27,500 |  
|Additions for tax positions in prior years                       |  |   | 4,454  |  
|Decreases for tax positions in prior years                       |  |   | (6,957 | )
|Current period unrecognized tax positions                        |  |   | 1,855  |  
|Expiration of the statute of limitations for assessment of taxes |  |   | (341   | )
|                                                                 |  |   |        |  
|Balance at December 31, 2007                                     |  | $ | 26,511 |  
|Additions for tax positions in prior years                       |  |   | 3,421  |  
|Decreases for tax positions in prior years                       |  |   |       |  
|Current period unrecognized tax positions                        |  |   | 4,926  |  
|Expiration of the statute of limitations for assessment of taxes |  |   | (1,304 | )
|                                                                 |  |   |        |  
|Balance at December 31, 2008                                     |  | $ | 33,554 |  
|                                                                 |  |   |        |  

The provision for income taxes for year ended December 31, 2008 primarily reflects accrued
tax liabilities in the Companys profitable jurisdictions and an expense of $8.7 million related to the placement of a valuation allowance on deferred tax assets in certain material foreign jurisdictions where it is no longer more likely than
not that the Company will fully utilize its deferred tax assets. Due to various statute of limitations lapses, the Company released approximately $1.3 million of its FIN No. 48 liability. The tax benefit for the year ended December 31,
2007 of $49.8 million reflects a provision of $1.6 million and a benefit of $51.4 million from the release of the valuation allowance.

The
Emergency Economic Stabilization Act of 2008, which contains the Tax Extenders and Alternative Minimum Tax Relief Act of 2008, was signed into law on October 3, 2008. Under the Act, the research credit was retroactively
extended for amounts paid or incurred after December 31, 2007 and before January 1, 2010. The effects of the change resulted in an estimated tax benefit of $435,000.

The calculation of the Companys tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company
records liabilities for anticipated tax audit issues based on its estimate of whether, and the extent to which, additional taxes may be due. Actual tax liabilities may be different than the



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ZORAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



recorded estimates and could result in an additional charge or benefit to the tax provision in the period when the ultimate tax assessment is determined. The
tax years 2004 through 2007 remain open to examination by the majority of taxing jurisdictions to which the Company is subject. During the second quarter of 2007 the Company was contacted by the Israel Tax Authority (ITA) about an audit of the
Companys tax returns. It is possible that the audit will result in a positive or negative adjustment to the Companys unrecognized tax benefits within the next 12 months. The Company is unable to estimate the range of the benefit or
detriment as of December 31, 2008. The Company continues to account for tax related interest and penalties as part of the income tax provision. At December 31, 2008, accrued interest and penalties were immaterial.

The Company has not provided for federal income tax on approximately $9.3 million of undistributed earnings of its foreign subsidiaries since the Company
intends to reinvest this amount outside the U.S. indefinitely. The tax impact of repatriating these earnings is not practical to compute.

The Companys Israeli subsidiary has been granted the status of an Approved Enterprise pursuant to the Israeli Law for the Encouragement of Capital Investments, 1959, as amended. The Company has nine programs pursuant to this law; the
first was approved in 1984 and the most recent began in 2007. Income subject to this program is exempt from Israeli tax for two, four, or six years from the first year in which the Company has taxable income, net of NOLs, and is taxed at a rate of
10% for eight, six or four years thereafter. Benefits under the programs are granted for a period of ten years limited to the earlier of fourteen years from application or twelve years from commencement of production. Benefits for the ninth program
will expire in 2016. The tax benefit was $0.9 million, $1.8 million and $7.8 million to the Companys net income in 2008, 2007 and 2006 respectively.

NOTE 14SEGMENT REPORTING

SFAS 131 establishes standards for the reporting by public business enterprises of
information about reportable segments, products and services, geographic areas, and major customers. The method for determining what information to report is based on the way that management organizes the reportable segments within the Company for
making operational decisions and assessments of financial performance. The Companys chief operating decision-maker is considered to be the Chief Executive Officer.

The Companys products consist of highly integrated application-specific integrated circuits and system-on-a-chip solutions. The Company also licenses certain software and other intellectual property. The Company
has two reportable segmentsConsumer group and Imaging group.

The Consumer group provides products for use in DVD players, recordable
DVD players, standard and high definition digital television products, digital camera products and multimedia mobile phone products. The Imaging group provides products used in digital copiers, laser and inkjet printers as well as multifunction
peripherals.

The Company evaluates reportable segment performance based on revenues and operating expenses of these segments. The
accounting policies of the reportable segments are the same as those described in the summary of accounting policies. No reportable segments have been aggregated.



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ZORAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Information about reportable segment income or loss is as follows for the years ended December 31, 2008, 2007 and 2006 (in thousands):



|                     |  |      |         |   |      |   |         |  |   |        
|-------------------- |  | ---- | ------- | - | ---- | - | ------- |  | - | -------
|                     |  | 2008 |         |   | 2007 |   | 2006   
|Revenues:            |  |      |         |   |      |   |         |  |   |        
|Consumer             |  | $    | 364,267 |   |      | $ | 414,557 |  | $ | 420,990
|Imaging              |  |      | 74,272  |   |      |   | 92,804  |  |   | 74,815 
|                     |  |      |         |   |      |   |         |  |   |        
|                     |  | $    | 438,539 |   |      | $ | 507,361 |  | $ | 495,805
|                     |  |      |         |   |      |   |         |  |   |        
|Operating expenses:  |  |      |         |   |      |   |         |  |   |        
|Consumer             |  | $    | 388,330 |   |      | $ | 393,641 |  | $ | 374,435
|Imaging              |  |      | 53,188  |   |      |   | 68,203  |  |   | 60,752 
|                     |  |      |         |   |      |   |         |  |   |        
|                     |  | $    | 441,518 |   |      | $ | 461,844 |  | $ | 435,187
|                     |  |      |         |   |      |   |         |  |   |        
|Contribution Margin: |  |      |         |   |      |   |         |  |   |        
|Consumer             |  | $    | (24,063 | ) |      | $ | 20,916  |  | $ | 46,555 
|Imaging              |  |      | 21,084  |   |      |   | 24,601  |  |   | 14,063 
|                     |  |      |         |   |      |   |         |  |   |        
|                     |  | $    | (2,979  | ) |      | $ | 45,517  |  | $ | 60,618 
|                     |  |      |         |   |      |   |         |  |   |        

A reconciliation of the totals reported for the reportable segments to the applicable line items
in the consolidated financial statements for the years ended December 31, 2008, 2007 and 2006 is as follows (in thousands):



|                                             |  |      |          |   |      |   |         |      |  |   |         |  
|-------------------------------------------- |  | ---- | -------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                             |  | 2008 |          |   | 2007 |   |         | 2006 | 
|Contribution margin from reportable segments |  | $    | (2,979   | ) |      | $ | 45,517  |      |  | $ | 60,618  |  
|Amortization of intangible assets            |  |      | (23,096  | ) |      |   | (43,224 | )    |  |   | (50,062 | )
|Impairment of goodwill and intangible assets |  |      | (167,579 | ) |      |   |        |      |  |   |        |  
|In-process research and development          |  |      | (22,383  | ) |      |   |        |      |  |   |        |  
|                                             |  |      |          |   |      |   |         |      |  |   |         |  
|Total operating income (loss)                |  | $    | (216,037 | ) |      | $ | 2,293   |      |  | $ | 10,556  |  
|                                             |  |      |          |   |      |   |         |      |  |   |         |  

Zoran maintains operations in Canada, China, France, India, Israel, Japan, Korea, Taiwan, the
United Kingdom and the United States. Activities in Israel and the United States consist of corporate administration, product development, logistics and worldwide sales management. Other foreign operations consist of sales, product development and
technical support.

The geographic distribution of net revenues based upon customer location for the years ended December 31, 2008,
2007 and 2006 was as follows (in thousands):



|                                                      |  |                         |         |      |   |         |  |   |        
|----------------------------------------------------- |  | ----------------------- | ------- | ---- | - | ------- |  | - | -------
|                                                      |  | Year ended December 31,
|                                                      |  | 2008                    |         | 2007 |   | 2006   
|Revenue from unaffiliated customers originating from: |  |                         |         |      |   |         |  |   |        
|China                                                 |  | $                       | 176,468 |      | $ | 201,686 |  | $ | 165,611
|Japan                                                 |  |                         | 74,687  |      |   | 93,707  |  |   | 109,066
|Korea                                                 |  |                         | 46,691  |      |   | 25,623  |  |   | 28,544 
|Taiwan                                                |  |                         | 96,702  |      |   | 124,805 |  |   | 127,311
|United States                                         |  |                         | 29,987  |      |   | 33,207  |  |   | 35,949 
|Other                                                 |  |                         | 14,004  |      |   | 28,333  |  |   | 29,324 
|                                                      |  |                         |         |      |   |         |  |   |        
|                                                      |  | $                       | 438,539 |      | $ | 507,361 |  | $ | 495,805
|                                                      |  |                         |         |      |   |         |  |   |        



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ZORAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



The distribution of identifiable assets by geographic areas and property and equipment as of December 31, 2008 and 2007 was as follows (in thousands):



|                             |  |              |         |      |   |        
|---------------------------- |  | ------------ | ------- | ---- | - | -------
|                             |  | December 31,
|                             |  | 2008         |         | 2007
|Identifiable assets:         |  |              |         |      |   |        
|U.S.                         |  | $            | 479,118 |      | $ | 642,276
|Israel                       |  |              | 79,392  |      |   | 167,579
|China                        |  |              | 3,375   |      |   | 3,934  
|France                       |  |              | 2,896   |      |   |       
|Japan                        |  |              | 2,657   |      |   | 1,834  
|Taiwan                       |  |              | 1,722   |      |   | 1,442  
|Canada                       |  |              | 991     |      |   | 839    
|United Kingdom               |  |              | 737     |      |   | 555    
|Korea                        |  |              | 657     |      |   | 772    
|Other                        |  |              | 902     |      |   | 1,101  
|                             |  |              |         |      |   |        
|                             |  | $            | 572,447 |      | $ | 820,332
|                             |  |              |         |      |   |        
|Property and equipment, net: |  |              |         |      |   |        
|U.S.                         |  | $            | 6,323   |      | $ | 6,751  
|Israel                       |  |              | 4,831   |      |   | 6,531  
|China                        |  |              | 1,813   |      |   | 2,041  
|Taiwan                       |  |              | 1,057   |      |   | 944    
|Japan                        |  |              | 433     |      |   | 397    
|France                       |  |              | 361     |      |   |       
|Canada                       |  |              | 320     |      |   | 225    
|United Kingdom               |  |              | 243     |      |   | 244    
|Korea                        |  |              | 170     |      |   | 204    
|Other                        |  |              | 260     |      |   | 299    
|                             |  |              |         |      |   |        
|                             |  | $            | 15,811  |      | $ | 17,636 
|                             |  |              |         |      |   |        

The following table summarizes the percentage contribution to net revenues by customers when sales
to such customers exceeded 10% of net revenues:



|                            |  |                         |   |  |      |   |  |      |  
|--------------------------- |  | ----------------------- | - |  | ---- | - |  | ---- | -
|                            |  | Year ended December 31, |  
|                            |  | 2008                    |   |  | 2007 |   |  | 2006 |  
|Percentage of net revenues: |  |                         |   |  |      |   |  |      |  
|A                           |  | 13                      | % |  |     |   |  |     |  
|B                           |  | 10                      | % |  | 13   | % |  | 12   | %
|C                           |  | 10                      | % |  |     |   |  |     |  

As of December 31, 2008 customer A and customer C accounted for approximately 15% and 21% of
the net accounts receivable balance, respectively. As of December 31, 2007 customer B had net accounts receivable balance of 11%.



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ZORAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



NOTE 15ACQUISITION

Let It Wave

On June 12, 2008, the Company completed the acquisition of Let It Wave, a fabless development-stage semiconductor company based in Paris, France.
Under the terms of the acquisition agreement, the Company acquired Let It Wave in an all-cash transaction valued at $24.0 million, including approximately $650,000 of transaction costs. The Company also agreed to make contingent payments up to $4.5
million in additional consideration, subject to the completion of certain milestones as well as continuous employment. The milestones were not achieved and thus there were no payments in relation to the milestones. The payments of $630,000 related
to continuous employment will continue to be expensed as incurred through 2011.

The primary purpose of the acquisition was to obtain Let
It Waves in-process development of a video frame rate conversion and image enhancement technology for flat panel televisions and other consumer electronics. By acquiring Let It Wave, the Company intends to deliver high performance image
processing that enables artifact-free true-Motion Compensated Frame Rate Conversion (MCFRC) for flat panel televisions and other video consumer electronics products. Let It Wave is at least six months from completing the development of
its MCFRC product and currently has no other products, revenues or a customer base. Upon completion of a finished product, the Company expects to market this technology for 120Hz LCD televisions within the Consumer group. The Company expects that
the in-process technology will be successfully completed by the second quarter of 2009 with an estimated cost to complete of approximately $4.1 million.

The Company accounted for this transaction as an asset acquisition in accordance with Statement of Financial Accounting Standard 142 (SFAS 142), Goodwill and Other Intangible Assets and
Emerging Issues Task Force No. 98-3 (EITF 98-3), Determining Whether a Nonmonetary Transaction Involves Receipt of Productive Assets or of a Business. The results of operations of Let It Wave have been included in the
condensed consolidated financial statements from the date of acquisition.

Allocation of the purchase price is as follows (in thousands):



|                                    |  |   |       
|----------------------------------- |  | - | ------
|In-process research and development |  | $ | 22,383
|Assembled workforce                 |  |   | 1,305 
|Net assets acquired                 |  |   | 340   
|                                    |  |   |       
|                                    |  | $ | 24,028
|                                    |  |   |       

Net assets acquired were recorded at net book value, which approximates their fair values. The
purchase price in excess of the fair values of net assets acquired was allocated to in-process research and development and assembled workforce based on the relative fair values.

The in-process research and development has not yet reached technological feasibility and has no alternative future use. Accordingly the amount allocated
to in-process research and development was immediately expensed upon the acquisition date. The value of in-process research and development was determined using the multi-period excess earnings method by estimating the expected net cash flows from
the projects once commercially viable, discounting the net cash flows back to their present value using a discount rate of 15%. This rate was based on the industry segment for the technology, nature of the products to be developed, relative risk of
successful development, time-value of money, length of time to complete the project and overall maturity and history of the development team. Revenues from the incremental core technology are expected to commence in 2009. Revenue projections were
based on estimates of market size and growth, expected trends in technology and the expected timing of new product introductions. As of December 31, 2008, there have been no material variations from the underlying assumptions that were used in
the original computation of the value of the acquired entity.



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ZORAN CORPORATION

SELECTED QUARTERLY FINANCIAL INFORMATION

(Unaudited)



|                                                 |  |                                       |         |   |                  |   |          |              |  |   |              |   |  |              |         |              |  |              |         |  |              |         |  |   |         |   |  |   |         |  
|------------------------------------------------ |  | ------------------------------------- | ------- | - | ---------------- | - | -------- | ------------ |  | - | ------------ | - |  | ------------ | ------- | ------------ |  | ------------ | ------- |  | ------------ | ------- |  | - | ------- | - |  | - | ------- | -
|                                                 |  | Three Months Ended                    |        
|                                                 |  | Dec. 31,2008                          |         |   | Sep. 30,2008 (2) |   |          | Jun. 30,2008 |  |   | Mar. 31,2008 |   |  | Dec. 31,2007 |         | Sep. 30,2007 |  | Jun. 30,2007 |         |  | Mar. 31,2007 |        
|                                                 |  | (In thousands, except per share data) |        
|Total revenues                                   |  | $                                     | 74,689  |   |                  | $ | 126,134  |              |  | $ | 128,685      |   |  | $            | 109,031 |              |  | $            | 129,373 |  | $            | 146,426 |  | $ | 129,903 |   |  | $ | 101,659 |  
|Gross profit                                     |  | $                                     | 38,276  |   |                  | $ | 59,688   |              |  | $ | 60,325       |   |  | $            | 51,242  |              |  | $            | 67,343  |  | $            | 76,550  |  | $ | 69,725  |   |  | $ | 57,461  |  
|Operating income (loss)                          |  | $                                     | (13,185 | ) |                  | $ | (164,960 | )            |  | $ | (26,371      | ) |  | $            | (11,521 | )            |  | $            | 620     |  | $            | 10,796  |  | $ | (834    | ) |  | $ | (8,289  | )
|Net income (loss)                                |  | $                                     | (20,209 | ) |                  | $ | (154,220 | )            |  | $ | (36,620      | ) |  | $            | (4,678  | )            |  | $            | 58,730  |  | $            | 13,142  |  | $ | 198     |   |  | $ | (5,884  | )
|Basic net income (loss) per share(1)             |  | $                                     | (0.40   | ) |                  | $ | (3.01    | )            |  | $ | (0.71        | ) |  | $            | (0.09   | )            |  | $            | 1.15    |  | $            | 0.26    |  | $ | 0.00    |   |  | $ | (0.12   | )
|Diluted net income (loss) per share(1)           |  | $                                     | (0.40   | ) |                  | $ | (3.01    | )            |  | $ | (0.71        | ) |  | $            | (0.09   | )            |  | $            | 1.11    |  | $            | 0.26    |  | $ | 0.00    |   |  | $ | (0.12   | )
|Shares used in basic per share calculations(1)   |  |                                       | 51,018  |   |                  |   | 51,231   |              |  |   | 51,707       |   |  |              | 51,445  |              |  |              | 50,991  |  |              | 49,863  |  |   | 49,600  |   |  |   | 49,442  |  
|Shares used in diluted per share calculations(1) |  |                                       | 51,018  |   |                  |   | 51,231   |              |  |   | 51,707       |   |  |              | 51,445  |              |  |              | 52,728  |  |              | 51,284  |  |   | 51,187  |   |  |   | 49,442  |  



|(1) | Computed on the basis described in Note 2 of Notes to Consolidated Financial Statements.
|--- | ----------------------------------------------------------------------------------------

|(2) | Net loss for the three months ended includes an impairment charge for goodwill and intangible assets totaling $167.6 million.
|--- | -----------------------------------------------------------------------------------------------------------------------------

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

Not applicable.

Item 9AControls and Procedures

Disclosure Controls and Procedures

Under the supervision and with the participation of the Companys management, including the Companys Chief Executive Officer and Chief
Financial Officer, the Company conducted an evaluation of its disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act). Based on this evaluation,
the Companys Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures were effective as of December 31, 2008. The Companys disclosure controls and procedures are
designed to ensure that information required to be disclosed by the Company in its reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms and that such
information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely discussions regarding required disclosures.

Managements 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 is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and
effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles (GAAP), and includes those policies and procedures that:



| | 1. | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | 2. | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and
expenditures are being made only in accordance with authorizations of our management and directors; and
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our
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.

Under the supervision and with the participation of our management, including our Chief Executive Officer and
Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on our evaluation using criteria established in Internal ControlIntegrated Framework, our management concluded that our internal control over financial reporting was effective as of
December 31, 2008.

The effectiveness of our 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 to Internal
Control Over Financial Reporting

There were no changes in the Companys internal control over financial reporting during the
fourth quarter of fiscal 2008 that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.

Item 9BOther Information

Not applicable.



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PART III

Certain information required by Part III is omitted from this report in that the Company intends to file its definitive proxy statement pursuant to Regulation 14A (the Proxy Statement) not later
than 120 
days after the end of the fiscal year covered by this report and certain information therein is incorporated herein by reference.

Item 10Directors,
 Executive Officers and Corporate Governance

The names of our executive officers and their ages as of December 31, 2008 are as
follows:



|                     |  |     |  |                                                           
|-------------------- |  | --- |  | ----------------------------------------------------------
|NAME                 |  | AGE |  | POSITION                                                  
|Levy Gerzberg, Ph.D  |  | 63  |  | President, Chief Executive Officer and Director           
|Karl Schneider       |  | 54  |  | Senior Vice President, Finance and Chief Financial Officer
|Isaac Shenberg, Ph.D |  | 58  |  | Senior Vice President, Business and Strategic Development 

Levy Gerzberg was a co-founder of Zoran in 1981 and has served as our President and Chief
Executive Officer since 1988 and as a director since 1981. Dr. Gerzberg also served as our President from 1981 to 1984 and as our Executive Vice President and Chief Technical Officer from 1985 to 1988. Prior to co-founding Zoran,
Dr. Gerzberg was Associate Director of Stanford Universitys Electronics Laboratory. Dr. Gerzberg holds a Ph.D in Electrical Engineering from Stanford University and an M.S. in Medical Electronics and a B.S. in Electrical Engineering
from the Technion-Israel Institute of Technology in Haifa, Israel.

Karl Schneider joined Zoran as Corporate Controller in 1998 and
was elected Vice President, Finance and Chief Financial Officer in 1998 and Senior Vice President, Finance and Chief Financial Officer in July 2003. From 1996 through 1997, Mr. Schneider served as Controller for the Film Measurement and
Robotics and Integrated Technologies divisions of KLA-Tencor, a semiconductor equipment company. Mr. Schneider served as the Corporate Controller for SCM Microsystems, Inc. from 1995 to 1996, Controller for Reply Corporation from 1994 to 1995,
Director of Finance for Digital F/X from 1992 to 1994 and Controller for Flextronics from 1987 through 1991. Mr. Schneider holds a B.S. in Business Administration from San Diego State University.

Isaac Shenberg has served as Senior Vice President, Business and Strategic Development since 1998 and previously as Vice President, Sales and
Marketing from 1995 through 1998. From 1990 to 1995, Dr. Shenberg served as our Product Line Business Manager. Prior to joining Zoran, Dr. Shenberg was Images Processing Group manager and Electro Optics Department manager at Rafael, a
leading Aerospace provider in Israel. Dr. Shenberg holds a Ph.D in Electrical Engineering from Stanford University and a B.S. and M.S. in Electrical Engineering from the Technion-Israel Institute of Technology in Haifa, Israel.

The information concerning our directors required by this Item is incorporated by reference to the section in our Proxy Statement entitled Proposal
No. 1Election of Directors.

The information concerning compliance with Section 16(a) of the Exchange Act required by
this Item is incorporated by reference to the section in our Proxy Statement entitled Section 16(a) Beneficial Ownership Reporting Compliance.

The information concerning whether we have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing
similar functions, is incorporated by reference to the section in our Proxy Statement entitled Committee Charters and Other Corporate Governance Materials.

The information concerning material changes to the procedures by which stockholders may recommend nominees to the Board of Directors required by this Item is incorporated by reference to the section in our Proxy
Statement entitled Director Nominations.



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The information concerning the audit committee of the Board of Directors required by this Item is
incorporated by reference to the section in our Proxy Statement entitled Board Meetings and Committees.

Item 11Executive Compensation

The information required by this Item is incorporated by
reference to the section of our Proxy Statement entitled Executive Compensation.

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

The information required by this Item is
incorporated by reference to the sections of our Proxy Statement entitled Principal Stockholders and Stock Ownership by Management and Equity Compensation Plan Information.

Item 13Certain Relationships and Related Transactions, and Director Independence

The information required by this Item with respect to certain relationships and related transactions is incorporated by reference to the section of our
Proxy Statement entitled Certain Relationships and Related Transactions.

The information required by this Item with respect to
director independence is incorporated by reference to the sections of our Proxy Statement entitled Directors Independence of the Board of Directors and its Committees.

Item 14Principal Accounting Fees and Services

The information required by this Item is incorporated by reference to the section of our Proxy Statement entitled Proposal No. 3Ratification of Appointment of Independent Registered Public Accounting
Firm.



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PART IV

Item 15Exhibits and Financial Statement Schedules

The following documents are filed as
a part of this report:



| | (1) | Financial Statements:
| | --- | ---------------------

See Index to Consolidated Financial
Statements at page 47 of this report.



| | (2) | Financial Statement Schedules:
| | --- | ------------------------------

All financial statement
schedules are omitted because they are not applicable or not required, or because the required information is included in the Consolidated Financial Statements and Notes thereto which are included herein.



| | (3) | Exhibits:
| | --- | ---------

EXHIBIT LIST



|              |               |                                                                                                                                                                                                                |      |                           |          |            |         |       |             |            |               |  
|------------- | ------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ------------------------- | -------- | ---------- | ------- | ----- | ----------- | ---------- | ------------- | -
|ExhibitNumber |               |                                                                                                                                                                                                                |      | Incorporated by Reference |          |           
|              | Exhibit Title |                                                                                                                                                                                                                | Form |                           | File No. |            | Exhibit |       | Filing Date |            | FiledHerewith
|3.1           |               | Restated Certificate of Incorporation of the Registrant                                                                                                                                                        |      |                           |          |            |         |       |             |            |               | X
|              |               |                                                                                                                                                                                                                |      |                           |          |           
|3.2           |               | Amended Bylaws of the Registrant                                                                                                                                                                               |      | 10-K                      |          | 000-27246  |         | 3.2   |             | 4/20/2007  |               |  
|              |               |                                                                                                                                                                                                                |      |                           |          |           
|4.1           |               | Form of Stock Certificate                                                                                                                                                                                      |      | 10-K                      |          | 000-27246  |         | 4.1   |             | 4/20/2007  |               |  
|              |               |                                                                                                                                                                                                                |      |                           |          |           
|*10.1         |               | Form of Indemnity Agreement for officers and directors                                                                                                                                                         |      | SB-2                      |          | 33-98630   |         | 10.4  |             | 12/14/1995 |               |  
|              |               |                                                                                                                                                                                                                |      |                           |          |           
|*10.2         |               | 2000 Nonstatutory Stock Option Plan                                                                                                                                                                            |      |                           |          |            |         |       |             |            |               | X
|              |               |                                                                                                                                                                                                                |      |                           |          |           
|*10.3         |               | Executive Retention and Severance Plan, as amended                                                                                                                                                             |      |                           |          |            |         |       |             |            |               | X
|              |               |                                                                                                                                                                                                                |      |                           |          |           
|*10.4         |               | Oak Technology, Inc. 1994 Stock Option Plan (as amended and restated)                                                                                                                                          |      | S-8                       |          | 333-104498 |         | 99.1  |             | 04/14/2003 |               |  
|              |               |                                                                                                                                                                                                                |      |                           |          |           
|*10.5         |               | Oak Technology, Inc. 1994 Outside Directors Stock Option Plan (as Amended and Restated November 21, 2002)                                                                                                     |      | 10-Q/A                    |          | 000-25298  |         | 10.1  |             | 06/27/2003 |               |  
|              |               |                                                                                                                                                                                                                |      |                           |          |           
|*10.6         |               | Form of Oak Technology, Inc. Outside Directors Non-Qualified Stock Option Agreement for the 1994 Stock Option Plan and 1994 Outside Directors Stock Option Plan entered into by David
Rynne and Peter Simone |      | 10-Q                      |          | 000-27246  |         | 10.46 |             | 11/14/2003 |               |  
|              |               |                                                                                                                                                                                                                |      |                           |          |           
|*10.7         |               | Outside Directors Compensation Policy                                                                                                                                                                          |      | 10-K                      |          | 000-27246  |         | 10.7  |             | 2/29/2008  |               |  
|              |               |                                                                                                                                                                                                                |      |                           |          |           
|*10.8         |               | Offer Letter to Karl Schneider dated December 15, 1997, as amended July 15, 1998                                                                                                                               |      | 10-K/A                    |          | 000-27246  |         | 10.49 |             | 05/02/2005 |               |  
|              |               |                                                                                                                                                                                                                |      |                           |          |           
|10.9          |               | Lease Agreement dated February 2005 between ZML and Matam                                                                                                                                                      |      | POS-AM                    |          | 333-125948 |         | 10.11 |             | 07/29/2005 |               |  



88



---

##### Table of Contents

|              |               |                                                                                                                                                                                          |      |                           |          |            |         |       |             |            |               |  
|------------- | ------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ------------------------- | -------- | ---------- | ------- | ----- | ----------- | ---------- | ------------- | -
|ExhibitNumber |               |                                                                                                                                                                                          |      | Incorporated by Reference |          |           
|              | Exhibit Title |                                                                                                                                                                                          | Form |                           | File No. |            | Exhibit |       | Filing Date |            | FiledHerewith
|10.10         |               | Form of Employee Proprietary Information and Invention Agreement                                                                                                                         |      | 10-K/A                    |          | 000-27246  |         | 10.51 |             | 05/02/2005 |               |  
|              |               |                                                                                                                                                                                          |      |                           |          |           
|*10.11        |               | Zoran Corporation 2005 Equity Incentive Plan, as amended, with forms of equity award agreements attached                                                                                 |      |                           |          |            |         |       |             |            |               | X
|              |               |                                                                                                                                                                                          |      |                           |          |           
|*10.12        |               | Zoran Corporation 2005 Outside Directors Equity Plan with forms of equity award agreements attached                                                                                      |      | 10-K                      |          | 000-27246  |         | 10.12 |             | 2/29/2008  |               |  
|              |               |                                                                                                                                                                                          |      |                           |          |           
|10.13        |               | PC Optical Storage Technology Patent License Agreement dated as of January 25, 2006 among Zoran, Zorans subsidiary Oak Technology, Inc., and MediaTek Inc.                              |      | 10-Q                      |          | 000-27246  |         | 10.54 |             | 05/10/2006 |               |  
|              |               |                                                                                                                                                                                          |      |                           |          |           
|10.14        |               | PC Optical Storage Patent Cross License Agreement dated as of January 25, 2006 among Zoran, Zorans subsidiary Oak Technology, Inc. and MediaTek, Inc.                                   |      | 10-Q                      |          | 000-27246  |         | 10.55 |             | 05/10/2006 |               |  
|              |               |                                                                                                                                                                                          |      |                           |          |           
|*10.15        |               | 1993 Stock Option Plan, as amended                                                                                                                                                       |      | 10-K                      |          | 000-27246  |         | 10.17 |             | 4/20/2007  |               |  
|              |               |                                                                                                                                                                                          |      |                           |          |           
|*10.16        |               | 1995 Outside Directors Stock Option Plan                                                                                                                                                 |      | 10-K                      |          | 000-27246  |         | 10.18 |             | 4/20/2007  |               |  
|              |               |                                                                                                                                                                                          |      |                           |          |           
|*10.17        |               | Zoran Corporation 1995 Employee Stock Purchase Plan, as amended                                                                                                                          |      | 8-K                       |          | 000-27246  |         | 99.2  |             | 7/13/2006  |               |  
|              |               |                                                                                                                                                                                          |      |                           |          |           
|*10.18        |               | Form of Amendment of Nonstatutory Stock Option Agreement for Outside Directors                                                                                                           |      | 10-K                      |          | 000-27246  |         | 10.19 |             | 4/20/2007  |               |  
|              |               |                                                                                                                                                                                          |      |                           |          |           
|10.19         |               | Lease Agreement dated as of February 8, 2007 by and between Arturo J. Gutierrez and John A. Cataldo, Trustees of Auburn-Oxford Trust, u/d/t dated October 19, 1983 and Zoran
Corporation |      | 10-K                      |          | 000-27246  |         | 10.20 |             | 4/20/2007  |               |  
|              |               |                                                                                                                                                                                          |      |                           |          |           
|10.20         |               | Lease Agreement dated as of May 19, 2006 by and between WTA Kifer LLC and Zoran Corporation, as amended on May 19, 2006                                                                  |      | 10-K                      |          | 000-27246  |         | 10.21 |             | 4/20/2007  |               |  
|              |               |                                                                                                                                                                                          |      |                           |          |           
|*10.21        |               | Description of 2008 Executive Officer Bonus Policy                                                                                                                                       |      | 10-K                      |          | 000-27246  |         | 10.21 |             | 2/29/2008  |               |  
|              |               |                                                                                                                                                                                          |      |                           |          |           
|*10.22        |               | Amendments to Stock Option Agreements, between the Company and Levy Gerzberg, dated July 17, 2002 and February 11, 2008                                                                  |      | 10-K                      |          | 000-27246  |         | 10.22 |             | 2/29/2008  |               |  
|              |               |                                                                                                                                                                                          |      |                           |          |           
|*10.23        |               | Amendment to Stock Option Agreements, between the Company and Karl Schneider, dated December 22, 2006                                                                                    |      | 10-K                      |          | 000-27246  |         | 10.23 |             | 2/29/2008  |               |  
|              |               |                                                                                                                                                                                          |      |                           |          |           
|*10.24        |               | Amendment of Stock Option Agreement, between the Company and Levy Gerzberg, dated December 22, 2006                                                                                      |      | 10-K                      |          | 000-27246  |         | 10.24 |             | 2/29/2008  |               |  
|              |               |                                                                                                                                                                                          |      |                           |          |           
|10.25         |               | Form of UBS AG Auction Rate Securities Rights Series C-2, expiring July 2, 2012                                                                                                          |      | F-3ASR                    |          | 333-153882 |         | 4.6   |             | 10/07/2008 |               |  



89



---

##### Table of Contents

|              |               |                                                                                                       |      |                           |          |  |         |  |             |  |               |  
|------------- | ------------- | ----------------------------------------------------------------------------------------------------- | ---- | ------------------------- | -------- |  | ------- |  | ----------- |  | ------------- | -
|ExhibitNumber |               |                                                                                                       |      | Incorporated by Reference |          | 
|              | Exhibit Title |                                                                                                       | Form |                           | File No. |  | Exhibit |  | Filing Date |  | FiledHerewith
|10.26         |               | Registrants acceptance of UBS offer as of October 16, 2008                                           |      |                           |          |  |         |  |             |  |               | X
|              |               |                                                                                                       |      |                           |          | 
|21.1          |               | List of Subsidiaries of the Registrant                                                                |      |                           |          |  |         |  |             |  |               | X
|              |               |                                                                                                       |      |                           |          | 
|23.1          |               | Consent of Independent Registered Public Accounting Firm                                              |      |                           |          |  |         |  |             |  |               | X
|              |               |                                                                                                       |      |                           |          | 
|31.1          |               | Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act |      |                           |          |  |         |  |             |  |               | X
|              |               |                                                                                                       |      |                           |          | 
|31.2          |               | Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act |      |                           |          |  |         |  |             |  |               | X
|              |               |                                                                                                       |      |                           |          | 
|32.1          |               | Certification of Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   |      |                           |          |  |         |  |             |  |               | X
|              |               |                                                                                                       |      |                           |          | 
|32.2          |               | Certification of Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   |      |                           |          |  |         |  |             |  |               | X



|* | Constitutes a management contract or compensatory plan, contract or arrangement.
|- | --------------------------------------------------------------------------------

| | Confidential treatment has been granted for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission.
Such portions are omitted from this filing and were filed separately with the Securities and Exchange Commission.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



90



---

##### 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: February 26, 2009 |  |  |  | ZORAN CORPORATION
|                         |  |  | 
|                         |  |  |  | By:               |  | /s/    LEVY GERZBERG
|                         |  |  |  |                   |  |                      |  | Levy Gerzberg,                       
|                         |  |  |  |                   |  |                      |  | President and Chief Executive Officer

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



|                                             |  |                                                                                                                          |  |                  
|-------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------ |  | -----------------
|Signature                                    |  | Title                                                                                                                    |  | Date             
|                                             |  |                                                                                                                         
|/s/    LEVY
GERZBERG Levy Gerzberg           |  | President, Chief Executive Officer and Director (Principal Executive Officer)                                            |  | February 26, 2009
|                                             |  |                                                                                                                         
|/s/    KARL
SCHNEIDER Karl Schneider         |  | Senior Vice President, Finance and Chief Financial Officer(Principal Financial Officer and Principal Accounting Officer) |  | February 26, 2009
|                                             |  |                                                                                                                         
|/s/    UZIA
GALIL Uzia Galil                 |  | Chairman of the Board of Directors                                                                                       |  | February 26, 2009
|                                             |  |                                                                                                                         
|/s/    RAYMOND A.
BURGESS Raymond A. Burgess |  | Director                                                                                                                 |  | February 26, 2009
|                                             |  |                                                                                                                         
|/s/    JAMES D.
MEINDL James D. Meindl       |  | Director                                                                                                                 |  | February 26, 2009
|                                             |  |                                                                                                                         
|/s/    JAMES B.
OWENS James B. Owens, Jr.    |  | Director                                                                                                                 |  | February 26, 2009
|                                             |  |                                                                                                                         
|/s/    DAVID
RYNNE David Rynne               |  | Director                                                                                                                 |  | February 26, 2009
|                                             |  |                                                                                                                         
|/s/    ARTHUR B.
STABENOW Arthur B. Stabenow |  | Director                                                                                                                 |  | February 26, 2009
|                                             |  |                                                                                                                         
|/s/    PHILIP M.
YOUNG Philip M. Young       |  | Director                                                                                                                 |  | February 26, 2009



91



---

##### Table of Contents

EXHIBIT LIST



|              |               |                                                                                                                                                                                                                |      |                           |          |            |         |       |             |            |               |  
|------------- | ------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ------------------------- | -------- | ---------- | ------- | ----- | ----------- | ---------- | ------------- | -
|ExhibitNumber |               |                                                                                                                                                                                                                |      | Incorporated by Reference |          |           
|              | Exhibit Title |                                                                                                                                                                                                                | Form |                           | File No. |            | Exhibit |       | Filing Date |            | FiledHerewith
|3.1           |               | Restated Certificate of Incorporation of the Registrant                                                                                                                                                        |      |                           |          |            |         |       |             |            |               | X
|              |               |                                                                                                                                                                                                                |      |                           |          |           
|3.2           |               | Amended Bylaws of the Registrant                                                                                                                                                                               |      | 10-K                      |          | 000-27246  |         | 3.2   |             | 4/20/2007  |               |  
|              |               |                                                                                                                                                                                                                |      |                           |          |           
|4.1           |               | Form of Stock Certificate                                                                                                                                                                                      |      | 10-K                      |          | 000-27246  |         | 4.1   |             | 4/20/2007  |               |  
|              |               |                                                                                                                                                                                                                |      |                           |          |           
|*10.1         |               | Form of Indemnity Agreement for officers and directors                                                                                                                                                         |      | SB-2                      |          | 33-98630   |         | 10.4  |             | 12/14/1995 |               |  
|              |               |                                                                                                                                                                                                                |      |                           |          |           
|*10.2         |               | 2000 Nonstatutory Stock Option Plan                                                                                                                                                                            |      |                           |          |            |         |       |             |            |               | X
|              |               |                                                                                                                                                                                                                |      |                           |          |           
|*10.3         |               | Executive Retention and Severance Plan, as amended                                                                                                                                                             |      |                           |          |            |         |       |             |            |               | X
|              |               |                                                                                                                                                                                                                |      |                           |          |           
|*10.4         |               | Oak Technology, Inc. 1994 Stock Option Plan (as amended and restated)                                                                                                                                          |      | S-8                       |          | 333-104498 |         | 99.1  |             | 04/14/2003 |               |  
|              |               |                                                                                                                                                                                                                |      |                           |          |           
|*10.5         |               | Oak Technology, Inc. 1994 Outside Directors Stock Option Plan (as Amended and Restated November 21, 2002)                                                                                                     |      | 10-Q/A                    |          | 000-25298  |         | 10.1  |             | 06/27/2003 |               |  
|              |               |                                                                                                                                                                                                                |      |                           |          |           
|*10.6         |               | Form of Oak Technology, Inc. Outside Directors Non-Qualified Stock Option Agreement for the 1994 Stock Option Plan and 1994 Outside Directors Stock Option Plan entered into by David
Rynne and Peter Simone |      | 10-Q                      |          | 000-27246  |         | 10.46 |             | 11/14/2003 |               |  
|              |               |                                                                                                                                                                                                                |      |                           |          |           
|*10.7         |               | Outside Directors Compensation Policy                                                                                                                                                                          |      | 10-K                      |          | 000-27246  |         | 10.7  |             | 2/29/2008  |               |  
|              |               |                                                                                                                                                                                                                |      |                           |          |           
|*10.8         |               | Offer Letter to Karl Schneider dated December 15, 1997, as amended July 15, 1998                                                                                                                               |      | 10-K/A                    |          | 000-27246  |         | 10.49 |             | 05/02/2005 |               |  
|              |               |                                                                                                                                                                                                                |      |                           |          |           
|10.9          |               | Lease Agreement dated February 2005 between ZML and Matam                                                                                                                                                      |      | POS-AM                    |          | 333-125948 |         | 10.11 |             | 07/29/2005 |               |  
|              |               |                                                                                                                                                                                                                |      |                           |          |           
|10.10         |               | Form of Employee Proprietary Information and Invention Agreement                                                                                                                                               |      | 10-K/A                    |          | 000-27246  |         | 10.51 |             | 05/02/2005 |               |  
|              |               |                                                                                                                                                                                                                |      |                           |          |           
|*10.11        |               | Zoran Corporation 2005 Equity Incentive Plan, as amended, with forms of equity award agreements attached                                                                                                       |      |                           |          |            |         |       |             |            |               | X
|              |               |                                                                                                                                                                                                                |      |                           |          |           
|*10.12        |               | Zoran Corporation 2005 Outside Directors Equity Plan with forms of equity award agreements attached                                                                                                            |      | 10-K                      |          | 000-27246  |         | 10.12 |             | 2/29/2008  |               |  
|              |               |                                                                                                                                                                                                                |      |                           |          |           
|10.13        |               | PC Optical Storage Technology Patent License Agreement dated as of January 25, 2006 among Zoran, Zorans subsidiary Oak Technology, Inc., and MediaTek, Inc                                                    |      | 10-Q                      |          | 000-27246  |         | 10.54 |             | 05/10/2006 |               |  
|              |               |                                                                                                                                                                                                                |      |                           |          |           
|10.14        |               | PC Optical Storage Patent Cross License Agreement dated as of January 25, 2006 among Zoran, Zorans subsidiary Oak Technology, Inc. and MediaTek, Inc.                                                         |      | 10-Q                      |          | 000-27246  |         | 10.55 |             | 05/10/2006 |               |  
|              |               |                                                                                                                                                                                                                |      |                           |          |           
|*10.15        |               | 1993 Stock Option Plan, as amended                                                                                                                                                                             |      | 10-K                      |          | 000-27246  |         | 10.17 |             | 4/20/2007  |               |  
|              |               |                                                                                                                                                                                                                |      |                           |          |           
|*10.16        |               | 1995 Outside Directors Stock Option Plan                                                                                                                                                                       |      | 10-K                      |          | 000-27246  |         | 10.18 |             | 4/20/2007  |               |  



---

##### Table of Contents

|              |               |                                                                                                                                                                                          |      |                           |          |            |         |       |             |            |               |  
|------------- | ------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ------------------------- | -------- | ---------- | ------- | ----- | ----------- | ---------- | ------------- | -
|ExhibitNumber |               |                                                                                                                                                                                          |      | Incorporated by Reference |          |           
|              | Exhibit Title |                                                                                                                                                                                          | Form |                           | File No. |            | Exhibit |       | Filing Date |            | FiledHerewith
|*10.17        |               | Zoran Corporation 1995 Employee Stock Purchase Plan, as amended                                                                                                                          |      | 8-K                       |          | 000-27246  |         | 99.2  |             | 7/13/2006  |               |  
|              |               |                                                                                                                                                                                          |      |                           |          |           
|*10.18        |               | Form of Amendment of Nonstatutory Stock Option Agreement for Outside Directors                                                                                                           |      | 10-K                      |          | 000-27246  |         | 10.19 |             | 4/20/2007  |               |  
|              |               |                                                                                                                                                                                          |      |                           |          |           
|10.19         |               | Lease Agreement dated as of February 8, 2007 by and between Arturo J. Gutierrez and John A. Cataldo, Trustees of Auburn-Oxford Trust, u/d/t dated October 19, 1983 and Zoran
Corporation |      | 10-K                      |          | 000-27246  |         | 10.20 |             | 4/20/2007  |               |  
|              |               |                                                                                                                                                                                          |      |                           |          |           
|10.20         |               | Lease Agreement dated as of May 19, 2006 by and between WTA Kifer LLC and Zoran Corporation, as amended on May 19, 2006                                                                  |      | 10-K                      |          | 000-27246  |         | 10.21 |             | 4/20/2007  |               |  
|              |               |                                                                                                                                                                                          |      |                           |          |           
|*10.21        |               | Description of 2008 Executive Officer Bonus Policy                                                                                                                                       |      | 10-K                      |          | 000-27246  |         | 10.21 |             | 2/29/2008  |               |  
|              |               |                                                                                                                                                                                          |      |                           |          |           
|*10.22        |               | Amendments to Stock Option Agreements, between the Company and Levy Gerzberg, dated July 17, 2002 and February 11, 2008                                                                  |      | 10-K                      |          | 000-27246  |         | 10.22 |             | 2/29/2008  |               |  
|              |               |                                                                                                                                                                                          |      |                           |          |           
|*10.23        |               | Amendment to Stock Option Agreements, between the Company and Karl Schneider, dated December 22, 2006                                                                                    |      | 10-K                      |          | 000-27246  |         | 10.23 |             | 2/29/2008  |               |  
|              |               |                                                                                                                                                                                          |      |                           |          |           
|*10.24        |               | Amendment of Stock Option Agreement, between the Company and Levy Gerzberg, dated December 22, 2006                                                                                      |      | 10-K                      |          | 000-27246  |         | 10.24 |             | 2/29/2008  |               |  
|              |               |                                                                                                                                                                                          |      |                           |          |           
|10.25         |               | Form of UBS AG Auction Rate Securities Rights Series C-2, expiring July 2, 2012                                                                                                          |      | F-3ASR                    |          | 333-153882 |         | 4.6   |             | 10/07/2008 |               |  
|              |               |                                                                                                                                                                                          |      |                           |          |           
|10.26         |               | Registrants acceptance of UBS offer as of October 16, 2008                                                                                                                              |      |                           |          |            |         |       |             |            |               | X
|              |               |                                                                                                                                                                                          |      |                           |          |           
|21.1          |               | List of Subsidiaries of the Registrant                                                                                                                                                   |      |                           |          |            |         |       |             |            |               | X
|              |               |                                                                                                                                                                                          |      |                           |          |           
|23.1          |               | Consent of Independent Registered Public Accounting Firm                                                                                                                                 |      |                           |          |            |         |       |             |            |               | X
|              |               |                                                                                                                                                                                          |      |                           |          |           
|31.1          |               | Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act                                                                                    |      |                           |          |            |         |       |             |            |               | X
|              |               |                                                                                                                                                                                          |      |                           |          |           
|31.2          |               | Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act                                                                                    |      |                           |          |            |         |       |             |            |               | X
|              |               |                                                                                                                                                                                          |      |                           |          |           
|32.1          |               | Certification of Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                      |      |                           |          |            |         |       |             |            |               | X
|              |               |                                                                                                                                                                                          |      |                           |          |           
|32.2          |               | Certification of Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                      |      |                           |          |            |         |       |             |            |               | X



|* | Constitutes a management contract or compensatory plan, contract or arrangement.
|- | --------------------------------------------------------------------------------

| | Confidential treatment has been granted for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission.
Such portions are omitted from this filing and were filed separately with the Securities and Exchange Commission.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------