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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 year ended December 31, 2008

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

Commission file number: 001-33023





Riverbed Technology, Inc.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 03-0448754                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. employer identification no.)

199 Fremont Street

San Francisco, CA 94105

(Address of principal executive offices, including zip code)

(415) 247-8800

(Registrants telephone number,
including area code)





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



|                                                 |  |                                                              
|------------------------------------------------ |  | -------------------------------------------------------------
|Title of Each Class to be so Registered          |  | Name of Each Exchange on Which Each Class is to be Registered
|Common Stock, $0.0001 par value (Title of Class) |  | The NASDAQ Stock Market LLC                                  

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

None







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

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

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    Yes  x    No   ̈

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, 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.

Large accelerated filer  x    Accelerated filer   ̈    Non-accelerated filer   ̈    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

As of June 30, 2008, the last business day of our most recently completed second fiscal quarter, the aggregate market value of
the voting stock held by non-affiliates was $664,900,067 based on the number of shares held by non-affiliates of the registrant as of June 30, 2008, and based on the reported last sale price of common stock on June 30, 2008. This
calculation does not reflect a determination that persons are affiliates for any other purposes.

Number of shares of common stock outstanding as of
February 3, 2009:69,146,553.

Documents Incorporated by Reference:Portions of the registrants proxy statement relating to
its 2009 annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.









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RIVERBED TECHNOLOGY, INC.

YEAR ENDED DECEMBER 31, 2008

ANNUAL REPORT ON FORM 10-K





TABLE OF CONTENTS



|          |  |                                                                                                              |  |         
|--------- |  | ------------------------------------------------------------------------------------------------------------ |  | --------
|          |  |                                                                                                              |  | Page No.
|PART I.   |  |                                                                                                              |  |         
|          |  |                                                                                                             
|Item 1.   |  | Business                                                                                                     |  | 3       
|          |  |                                                                                                             
|Item 1A.  |  | Risk Factors                                                                                                 |  | 14      
|          |  |                                                                                                             
|Item 1B.  |  | Unresolved Staff Comments                                                                                    |  | 30      
|          |  |                                                                                                             
|Item 2.   |  | Properties                                                                                                   |  | 30      
|          |  |                                                                                                             
|Item 3.   |  | Legal Proceedings                                                                                            |  | 31      
|          |  |                                                                                                             
|Item 4.   |  | Submission of Matters to a Vote of Security Holders                                                          |  | 31      
|          |  |                                                                                                             
|PART II.  |  |                                                                                                              |  |         
|          |  |                                                                                                             
|Item 5.   |  | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities |  | 32      
|          |  |                                                                                                             
|Item 6.   |  | Selected Financial Data                                                                                      |  | 34      
|          |  |                                                                                                             
|Item 7.   |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                        |  | 36      
|          |  |                                                                                                             
|Item 7A.  |  | Quantitative and Qualitative Disclosures about Market Risk                                                   |  | 54      
|          |  |                                                                                                             
|Item 8.   |  | Financial Statements and Supplementary Data                                                                  |  | 55      
|          |  |                                                                                                             
|Item 9.   |  | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure                         |  | 86      
|          |  |                                                                                                             
|Item 9A.  |  | Controls and Procedures                                                                                      |  | 86      
|          |  |                                                                                                             
|Item 9B.  |  | Other Information                                                                                            |  | 87      
|          |  |                                                                                                             
|PART III. |  |                                                                                                              |  |         
|          |  |                                                                                                             
|Item 10.  |  | Directors, Executive Officers and Corporate Governance                                                       |  | 88      
|          |  |                                                                                                             
|Item 11.  |  | Executive Compensation                                                                                       |  | 88      
|          |  |                                                                                                             
|Item 12.  |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |  | 88      
|          |  |                                                                                                             
|Item 13.  |  | Certain Relationships and Related Transactions, and Director Independence                                    |  | 88      
|          |  |                                                                                                             
|Item 14.  |  | Principal Accountant Fees and Services                                                                       |  | 88      
|          |  |                                                                                                             
|PART IV.  |  |                                                                                                              |  |         
|          |  |                                                                                                             
|Item 15.  |  | Exhibits and Financial Statement Schedules                                                                   |  | 89      
|          |  |                                                                                                             
|          |  | Signatures                                                                                                   |  | 92      



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Part I



|Item 1. | Business
|------- | --------

Overview

Riverbed® has developed an innovative and comprehensive
solution to the fundamental problems of wide-area distributed computing. Historically, computing within an organization across wide area networks (WANs) has been plagued by poor performance, IT complexity and high cost. Our Steelhead® products enable our customers to improve the performance of their applications and access to their data across WANs, typically increasing transmission speeds by 5 to 50 times and in some cases by up to
100 times. Our products also offer the ability to simplify IT infrastructure and realize significant capital and operational cost savings. Our goal is to establish our solution as the preeminent performance and efficiency standard for organizations
relying on wide-area distributed computing. We believe our products and services can provide significant benefits in millions of locations worldwide.

A common misconception is that increasing or optimizing bandwidth alone can adequately reduce the inefficiencies and performance problems inherent in wide-area distributed computing. Increasing or optimizing bandwidth may allow an
organization to increase the amount of data that can traverse a WAN at a given point in time. However, application performance problems resulting from the distance between locations across a WAN and resulting from network and application protocol
inefficiencies are not addressed by increasing or optimizing bandwidth alone. Inadequate bandwidth is only one of three inter-related causes of these performance problems. We believe that these problems can best be solved by simultaneously
addressing all three inter-related root causes: software application protocol inefficiencies, transport network protocol inefficiencies and insufficient or unavailable bandwidth.

Unlike alternative approaches, our Steelhead products simultaneously address these root causes across a broad range of applications. Our products utilize our
proprietary software to improve the performance of applications and access to data over distance by reducing:



| |  |  | application protocol inefficiencies through our proprietary Application Streamlining techniques;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | network protocol inefficiencies through our proprietary Transport Streamlining techniques; and
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | bandwidth requirements through our proprietary Data Streamlining techniques and data compression.
| | - |  | -------------------------------------------------------------------------------------------------

Our Steelhead products are used at both ends of a WAN connection and are designed to be more easily and transparently integrated into existing networks than
alternative products. Our products address a broad range of widely used software applications, are scalable across networks of all sizes and address the wide-area distributed computing needs of every major industry.

We were founded in May 2002. Prior to the first commercial shipments of our products in May 2004, our activities were primarily focused on research and development
of a comprehensive WAN optimization solution for organizations relying on wide-area distributed computing, development of a customer and partner support program to support our product offerings and the hiring of the personnel needed to sell, market
and support our products and services. Since that time, our products have been sold to more than 5,500 customers worldwide, from large global organizations with hundreds or thousands of locations to smaller organizations. We sell our products and
support directly through our sales force and indirectly through distribution partners, including value-added distributors, value-added resellers (VARs), Systems Integrators and Service Providers. We operate internationally primarily through a number
of wholly owned subsidiaries that are designed primarily to support our sales, marketing and support activities outside the U.S.



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We have achieved broad industry recognition for our innovative technology. For five consecutive years,
InfoWorld has named Riverbed Steelhead appliances as a Product of the Year. For the last two years (2006-2007) and since the inception of the report, Gartner has positioned Riverbed in the Leaders Quadrant in the WAN Optimization
Controller (WOC) Magic Quadrant, which positions vendors in one of four quadrants based on the companies vision and ability to execute on that vision. In December 2008, Riverbed Steelhead appliances were ranked #2 in the 10 most
influential Biztech products of 2008 by ZDNet. Riverbeds WAN optimization solutions have received industry recognition from Forrester Research, IDC, NetworkWorld, The Wall Street Journal, eWeek, Storage Magazine,
Network Computing and Byte & Switch, among others.

In February 2009, we acquired Mazu Networks, Inc. (Mazu), for
approximately $25.0 million in cash, with an additional possible payment of up to $22.0 million in cash to be made based on achievement of certain bookings targets in a defined twelve-month period following the closing. Mazu helps organizations
manage, secure and optimize the availability and performance of global applications. The acquisition allows us to meet enterprise and service provider customer demands by extending our suite of WAN optimization products to include global application
performance, reporting and analytics.

Industry Background

We believe there are over four million remote offices of U.S. based companies alone. We also believe millions of remote computing locations exist for companies based outside the U.S. Many of these locations represent potential sites for our
products.

The WAN optimization market provides global access to data and applications across WANs with local area network (LAN)-like performance.
The WAN optimization market is large and growing. The key drivers of demand in this market are the increasingly geographically distributed nature of organizations and employees, the increasing desirability of consolidation of IT resources to achieve
compelling cost, management and data protection benefits, and the growing business dependence on application performance and real-time access to data.

Increasingly Distributed Organizations and Workforces

Organizations are becoming more geographically distributed, placing operations
closer to customers and partners to improve efficiency and responsiveness. Businesses are becoming more global by expanding into new markets, migrating manufacturing facilities to lower-cost locations and outsourcing certain business processes. In
addition, mergers, acquisitions, partnerships and joint ventures continue to expand the geographic scope of existing enterprises.

Organizations
are Increasingly Dependent on Timely Access to Critical Data and Applications

Application performance and effective access to data are critical
to executing, maintaining and expanding business operations. Employees are increasingly dependent on a wide array of software applications to perform their jobs effectively, such as e-mail, document management, enterprise resource planning and
customer relationship management.



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Benefits of IT Infrastructure Consolidation

As organizations have become more geographically distributed, installing and managing IT infrastructure has become increasingly costly and complex. Accordingly, IT
managers often seek to consolidate IT infrastructure resources into headquarters or centralized datacenter locations, which can provide a number of benefits, including:



| |  |  | reduction in capital costs as IT infrastructure resources (file servers, e-mail servers, web servers, application servers, back-up systems and databases) are consolidated and
shared within an organization;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | reduction in IT support costs as fewer personnel are required to manage more centralized data and applications;
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | more efficient and reliable data back-up and recovery and application and database administration by managing these processes from a central point of control;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | improved data protection as consolidated IT infrastructure resources are less vulnerable to theft, loss and misuse; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | enhanced ability to implement internal controls and comply with other regulatory requirements as centralized data and applications are easier to monitor, store and access.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Despite these benefits, many organizations have foregone or delayed consolidation projects because of performance problems.

Wide-Area Distributed Computing Challenges

Technological advances in computing, networking, semiconductor and storage technologies have improved users ability to access data and use applications rapidly across their LANs and store enormous amounts of information economically.
However, these same applications and storage technologies, which were often designed to operate optimally on LANs, perform slowly across WANs and frequently exhibit the following performance challenges:



| |  |  | delays in accessing, saving and transferring files;
| | - |  | ---------------------------------------------------



| |  |  | slow execution of critical software application functions;
| | - |  | ----------------------------------------------------------



| |  |  | incomplete or inconsistent back-up and recovery of sensitive data; and
| | - |  | ----------------------------------------------------------------------



| |  |  | loss of worker productivity and increased end-user frustration.
| | - |  | ---------------------------------------------------------------

Although many companies have attempted to solve these problems solely by adding bandwidth, we believe these performance problems can best be solved by addressing not only bandwidth challenges but also, and usually more importantly, the
effects of latency and protocol chattiness:



| |  |  | Latency and protocol chattiness  Latency is the amount of time it takes data to travel distances across a WAN. Chattiness refers to the
numerous interactions between clients and servers that are often required by applications or network transport protocols to complete an operation or transfer data. When combined in geographically distributed computing environments, latency and
chattiness can result in dramatically slower performance. For example, a simple request to open a file may require hundreds if not thousands of sequential round-trip interactions that, when aggregated, can result in substantial delays. This problem
arises from two distinct sources:
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Application protocol chattiness  Many business applications were designed for optimal use within LAN environments and employ unique communications procedures that cause high
chattiness, resulting in slow performance for the end-user when transmitted over a WAN; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  | Network protocol chattiness  Transmission Control Protocol (TCP), the underlying transport protocol for most WAN traffic, divides data into relatively small packets that are sent
sequentially across the WAN, and require return acknowledgement from the recipient. These numerous round trips across the WAN can result in slow performance for the end-user.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Bandwidth limitations  Bandwidth is defined as the amount of data that can traverse a network in a given amount of time and is typically measured in megabits per
second (Mbps). While most organizations LANs typically operate at 100 or 1,000 Mbps, their remote office WAN connections typically operate at 2 Mbps or less. This often results in WAN congestion and poor application and data services
performance. In addition, WAN outages limit the effectiveness of workers who are dependent on remote access to data and applications.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Limitations of Alternative Approaches

Historically, organizations have implemented partial solutions in attempting to improve the
performance of wide-area distributed computing, including:

Additional Investment in Bandwidth and IT Infrastructure Resources



| |  |  | Bandwidth Organizations often attempt to improve application performance by making costly investments in more bandwidth. While additional bandwidth may reduce
network congestion, no amount of bandwidth can address performance issues caused by high latency and application and network protocol chattiness; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | IT infrastructure resources  Deploying additional IT infrastructure resources at remote locations can increase selected application and data services
performance. However, this approach is expensive, complex to manage and increases the risks of data inconsistency and compromised security.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Deployment of Point Products

Our competitors have designed products that fail to address all of the root causes of wide-area
distributed computing problems for a broad range of applications. Such products, which we refer to as point products, include most WAN optimization products, which typically offer some combination of compression, TCP optimization and
quality-of-service functions, and can result in a reduction of network congestion and more efficient utilization of bandwidth. However, such WAN optimization products typically do not address application chattiness as comprehensively as we do and
many do not provide for continued access to remote files during WAN failures.

In addition to their limited application, these point products often
involve deployment and operational complexities that cause network disruption, inefficiency, and difficulties scaling to large numbers of locations. They may often require server or client re-configuration, or complex pre-installation configuration
that demands significant amounts of time from IT personnel.

Over time, point product vendors have attempted to incorporate additional functionality
to solve for their limitations. These amalgamations of legacy approaches with additional layers of features often suffer from the same underlying issues as their legacy underpinnings: insufficient performance improvement over a broad spectrum of
data networking traffic, scaling difficulties, and deployment and operational complexity.

Need for a Comprehensive Solution

Alternative approaches have failed to comprehensively address all of the root causes of wide-area distributed computing problems for a broad range of applications,
and offer only limited performance enhancement. Some vendors have attempted to combine capabilities of otherwise more



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limited approaches through partnerships and acquisitions, but the resulting products have been poorly integrated and have failed to improve the performance of a
sufficiently wide array of applications. We believe significant demand exists for an integrated, flexible and comprehensive WAN optimization solution that adequately addresses the root causes of the fundamental performance problems of wide-area
distributed computing.

The Riverbed Solution

We have developed an innovative and comprehensive solution that broadly addresses the inter-related root
causes of poor performance of wide-area distributed computing: latency and protocol chattiness, and bandwidth limitations. By simultaneously addressing these causes, we are able to improve significantly the performance of applications and access to
data across WANs and enable the consolidation of costly IT infrastructure. Our WAN optimization solution consists of the Riverbed Optimization System (RiOS®), our proprietary software that is
embedded on a general purpose hardware computing platform to form our Steelhead appliances. We also embed RiOS in our Steelhead Mobile software designed for use on mobile worker laptop computers or desktop computers in locations with very few
employees.

Through the application of our proprietary technology, our WAN optimization solution simultaneously addresses each of these root causes
of poor WAN performance:



| |  |  | Application protocol chattiness  Our Application Streamlining technology significantly reduces unnecessary protocol chattiness for a broad range of applications
and protocols such as CIFS (Windows file sharing), NFS (UNIX file sharing), MAPI (Microsoft Exchange), Oracle Forms, Lotus Notes, MS-SQL HTTP, SSL and others;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Network protocol chattiness  Our Transport Streamlining technology employs a variety of techniques to significantly improve TCP performance. Our technology
allows more data to be transmitted in each trip, which reduces the number of trips required; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Bandwidth limitations  Our Data Streamlining technology employs sophisticated data mapping and pattern recognition techniques to minimize the amount of redundant
data traversing WAN connections. Our products detect requests for redundant information and send very little more than the data that has actually been modified over the WAN.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

When combined, these key technologies allow us to deliver significant benefits to our customers, including the ability to:



| |  |  | Accelerate performance of applications and access to data over the WAN Our solution enables our customers to recognize dramatic increases in performance of
applications and access to data across a WAN, typically increasing transmission speeds by 5 to 50 times and in some cases by up to 100 times. Benefits include increased employee productivity, more efficient collaboration of globally distributed
workgroups and more consistent rollout and adoption of enterprise applications;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Consolidate geographically distributed IT resources Our solution enables the consolidation of remote office infrastructure, including servers, storage back-up
systems, databases and IT support personnel, while achieving more LAN-like performance. Also, consolidation enhances data security by centralizing IT resources in more secure datacenters;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Reduce the need for WAN bandwidth  Our solution nearly eliminates redundant traffic traversing the WAN and enables more efficient use of existing bandwidth,
reducing the pressure to add bandwidth, which is often expensive or unavailable, as network traffic increases;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Shorten storage back-up and replication time over the WAN Our solution enables back-up and replication of data over the WAN in a fraction of the time previously
allocated to the task. Additional benefits to our solution include reduced IT support needed to execute daily back-up procedures, as well as reduced security concerns related to storing and transporting backed-up data on physical tape media at every
remote computing location; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Improve productivity and reduce frustration for IT managers and end-users  Our solution allows users in sites linked by a WAN to collaborate and share files and
other data without the delays normally caused by WANs. Additional benefits include faster development cycles, better data synchronization, lower error rates and more flexibility with respect to staffing and personnel coordination.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our products are designed to be easily and transparently deployed into our customers networks. Our products are also
designed to be easily managed, scalable across networks of all sizes and to address the wide-area distributed computing needs of every major industry.

The
Riverbed Strategy

Our goal is to establish our solution as the preeminent performance and efficiency standard for organizations relying on
wide-area distributed computing. Key elements of our strategy include:



| |  |  | Maintain and extend our technological advantages We believe that we offer the broadest ability to enable rapid, reliable access to applications and data for our
customers. We intend to enhance our position as a leader and innovator in the WAN optimization market. We also intend to continue to sell new capabilities into our installed base;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Enhance and extend our product line  We plan to introduce new models of our current products as well as enhancements to their capabilities in order to address
our customers size and application requirements. We also plan to introduce new products to extend our market and utilize our technology platform to extend our capabilities;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Increase market awareness To generate increased demand for our products, we will continue promoting our brand and the effectiveness of our comprehensive WAN
optimization solution;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Scale our distribution channels  We intend to leverage and expand our indirect channels to extend our geographic reach and market penetration; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Enhance and extend our support and services capabilities  We plan to enhance and extend our support and services capabilities to continue to support our growing
global customer base.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Products

Our
Steelhead appliances consist of our RiOS proprietary software that is embedded on a general purpose hardware computing platform. Our line of Steelhead appliances addresses the needs of customers ranging from small office deployments to large
headquarters and datacenter locations. The U.S. list prices for our current 13 Steelhead appliance models range from $3,495 to $129,995.

In addition to the functionality described for RiOS, all Steelhead appliances now support the Riverbed
Services Platform (RSP), a virtualized environment within Steelhead appliances upon which 3rdparty applications can be installed. RSP benefits customers by further
enabling branch office IT consolidation; applications or services that require local deployment (for example, print services that must remain functional in the event of a WAN outage) can be deployed on the already installed Steelhead appliance,
which enables the decommissioning of a dedicated print server in the branch.



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In September 2008 we introduced the latest implementation of RSP in conjunction with version 5.5 of RiOS. RSP runs
within the Steelhead appliances, and now supports up to five third party applications or services, including Microsoft Windows Server, print server, DNS/DHCP, security, video and selected other packages. Over time we expect additional products and
services to become available for installation on RSP. The RSP software license costs $995, and requires a memory upgrade which costs $795.

Our
Central Management Console (CMC) is an optional product designed to centrally manage many Steelhead appliances distributed across a WAN, simplifying the tasks of deploying, configuring, monitoring, reporting and upgrading large numbers of Steelhead
appliances (one CMC can manage up to 500 Steelhead appliances). The U.S. list prices of our CMC appliances currently range from $4,995 to $49,995.

Our Interceptor® is a complementary product designed to
enable flexible and scalable deployment of a cluster of Steelhead appliances in complex, high traffic data center environments without requiring complex network reconfiguration, making the deployment of a Riverbed-based solution simpler, faster and
more scalable than alternatives. The U.S. list price of our Interceptor appliance is currently $34,995.

Steelhead Mobile is a software-only version of RiOS designed to run on Windows® laptop or desktop machines. Steelhead Mobile has the same architecture as Steelhead appliances,
with Data, Transport and Application Streamlining. Steelhead Mobile is sold in two components: The Steelhead Mobile Controller (SMC) has a base list price of $12,995 and includes a license for up to thirty (30) concurrent licenses for Steelhead
Mobile software. The SMC is required, as is at least one Steelhead appliance which is typically deployed in the data center. The SMC handles licensing and the distribution of the Steelhead Mobile software packages. Each SMC has the capacity to
manage up to 2,000 concurrent Steelhead Mobile users. Customers may purchase additional concurrent licenses as needed above the default 30 that come with the SMC.

In addition to accelerating the performance of applications across the WAN, Steelhead and CMC products utilize our Management Streamlining technology to simplify deployment, configuration, management, and ongoing maintenance,
thereby lowering the total cost of ownership of our products. Management Streamlining offers the following benefits:



| |  |  | Ease of deployment  Our products are designed to be more easily and seamlessly integrated into networks than alternative approaches with full support for most
existing routing and networking configurations. Steelhead products can automatically detect each other within an organizations WAN and can be automatically configured across WAN links to begin optimizing data without the need to manually set
up complicated appliance-to-appliance network tunnels; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Simplified management Our products simplify remote-site appliance management by enabling remote configuration, management and updating of Steelhead products. In
addition, our products also provide performance reporting capabilities necessary to deliver relevant performance information to centralized IT resources.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Technology

The Riverbed Optimization System (RiOS) is our proprietary software platform that provides the core intelligence for our
Steelhead products. To achieve performance improvements across a broad range of applications, RiOS integrates four key sets of technologies: Data Streamlining, Transport Streamlining, Application Streamlining and Management Streamlining.



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Data Streamlining

Our Data Streamlining technologies address bandwidth limitations in existing networks. Our patented approach can be applied to all data and applications that run over TCP to reduce bandwidth consumption by dramatically reducing the need to
send the same data multiple times over the WAN. Data Streamlining also supports the classification of individual data packets for quality-of-service and route control.

In a non-optimized WAN setting, each time data is requested by a remote user, all of the data must be sent across the WAN, regardless of whether identical data (or an insignificantly modified version of the data) has previously
been sent. In wide-area distributed computing environments where Steelhead products have been deployed, all of the requested data must be sent across the WAN only the first time data is requested by a user, at which time that data is stored by the
Steelhead products on both sides of the network. In subsequent requests, redundant data segments will not be sent regardless of what application is requesting the data or which user is making the request. The detection of repetitive data patterns is
very granular, with a typical segment of data being as small as approximately 100 bytes. This fine level of granularity enables Steelhead products to detect tiny changes in files, e-mails, web pages and other application data, sending only those
changes across the WAN.

Each end-user request for data is sent directly to the intended authoritative application server as opposed to a cache that
typically utilizes a copy of the data. Our Steelhead product intercepts the server response, identifies redundant data patterns and then sends only the new segments across the WAN to the end-user. All of the existing segments are represented by
references which point to those already existing segments stored on the end-user side of the WAN connection. In this way, significantly less traffic needs to be sent to deliver large amounts of data to the end-user. In addition, this approach
eliminates data consistency issues inherent in cache-based approaches.

Transport Streamlining

Transport Streamlining enhances the performance of the TCP protocol by increasing the amount of data carried per TCP round trip, thereby reducing the number of
round trips required to move a given amount of data over the WAN. We accomplish this by both increasing the default TCP payload and by filling the window with references to data rather than actual data.

We also enhance TCP performance by reducing the time associated with creating new TCP connections (especially for small, short-lived transfers), adapting transfer
parameters based on real-time network characteristics and assigning priority for necessary packet resends due to packet loss. A component of Transport Streamlining, High Speed TCP, also addresses the TCP chattiness and latency that is particularly
pronounced in high speed connections (for example OC-12 (622 Mbps)). Another component of transport streamlining, MXTCP, is designed to address private networks with packet loss.

Application Streamlining

Application Streamlining
provides a further mechanism to enhance the performance of specific applications. Many applications were designed for use over a LAN and require hundreds to thousands of interactions between client and server to execute even simple requests, such as
opening a file. By understanding the semantics of particular application protocols, Steelhead products reduce chattiness, collapsing hundreds of client-server interactions into a few round trips over the WAN.

While most important business applications that run over TCP immediately benefit from Data Streamlining and Transport Streamlining, Application Streamlining
enables us to add additional acceleration for specific applications. We have built specific Application Streamlining modules that



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support file, e-mail, web, ERP, and database application protocols (CIFS, MAPI, HTTP, Oracle Forms, SSL, Lotus Notes, NFS and MS-SQL and others). For example we have
also built special modules to address protocol inefficiencies for common storage back-up and replication applications. We believe these applications are especially inefficient in wide-area distributed computing. We have designed our architecture to
enable additional Application Streamlining modules to be incorporated easily over time.

Management Streamlining

Management Streamlining allows for simplified implementation and administration of our Steelhead products. Unlike alternative approaches which usually require
changes to clients, servers, routers and switches or the addition of an overlay network of tunnels, Steelhead products are designed to be transparently installed in existing IT infrastructure with minimal administration. The auto-discovery
capabilities of RiOS allow our Steelhead products to identify automatically all Steelhead products on the WAN, typically without a need to reconfigure any network infrastructure. Our products automatically intercept WAN traffic without any further
configuration requirements to applications, clients, or other network infrastructure, while allowing non-optimized traffic to simply pass through.

Our RiOS software provides IT administrators with simplified management of Steelhead products through Command Line Interface (CLI), Graphical User Interface (GUI) and an optional Central Management Console.

Other key elements of Management Streamlining include touchless configuration options, over-the-wire software upgrades for Steelhead products, singular and grouped
appliance management and customizable reporting analytics.

Customers

Our products have been sold to over 5,500 customers worldwide in every major industry, including manufacturing, finance, technology, government, architecture, engineering and construction, professional services, utilities,
healthcare and pharmaceuticals, media and retail. Our products are deployed in a wide range of organizations, from large global organizations with hundreds or thousands of locations to smaller organizations with few locations. During the years ended
December 31, 2008, 2007 and 2006, no single customer accounted for 10% or more of our consolidated revenue.

Sales and Marketing

We sell our products and support through indirect distribution partners and our field sales force:



| |  |  | Indirect distribution partners  We have over 700 channel partners worldwide, primarily VARs, Service Providers and System Integrators. These partners help market
and sell our products to a broad array of organizations and allow us to leverage our field sales force; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Field sales force  We have a field sales force that is responsible for managing all direct and indirect sales within each of our geographic territories.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------

Our marketing activities include lead generation, advertising, website operations, direct marketing, public relations, technology
conferences and trade shows.

Many companies in our industry experience adverse seasonal fluctuations in customer spending patterns, particularly in
the first and third quarters. We have experienced these seasonal fluctuations in the past and expect that this trend will continue in the future.



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Support and Services

We
offer tiered customer support programs depending upon the service needs of our customers deployments. Support contracts provide customers the rights to receive unspecified software product upgrades and maintenance releases issued when and if
available during the support period. Product support includes internet access to technical content, as well as telephone access to technical support personnel. Support contracts typically have a one-year term. We have support centers in New York,
San Francisco Bay Area, Amsterdam area, London area, Singapore, Sydney and Tokyo, which enable us to respond at all times. As we expand internationally, we plan to continue to hire additional technical support personnel to service our growing
international customer base.

Primary product support for customers of our indirect distribution partners is often provided by the partners
themselves and we provide back-up support.

Our product sales include a warranty on hardware and software. Hardware is typically warranted against
material defects for 12 months. Software is typically warranted to meet published specifications for a period of 90 days.

Research and Development

Continued investment in research and development is critical to our business. To this end, we have assembled a team of engineers with expertise
in various fields, including networking, applications, storage and systems management. We have invested significant time and financial resources into the development of our products. We plan to expand our product offerings and solutions capabilities
in the future and plan to dedicate significant resources to these continued research and development efforts. Further, as we expand internationally and into different sectors, we may incur additional costs to conform our products to comply with
local laws or local product specifications.

Research and development expenses were $58.7 million, $39.7 million, and $19.2 million in 2008, 2007,
and 2006, respectively.

Manufacturing

We outsource
manufacturing of all hardware products. Our manufacturers provide us with limited warranties to cover general product failures, and our larger manufacturing partners provide specific quality control processes and replacement cycle time commitments.
In addition, the lead times associated with certain components are lengthy and make rapid changes in quantity requirements and delivery schedules difficult. Although we outsource manufacturing operations for cost-effective scale and flexibility, we
perform rigorous quality control testing intended to ensure the reliability of Steelhead appliances once deployed. We provide long-term forecasts to our manufacturing partners and we maintain oversight of their supply chain activities.

Shortages in components that we use in our products are possible and our ability to predict the availability of such components may be limited. Some of these
components are available only from single or limited sources of supply. Our ability to timely deliver products to our customers would be materially adversely impacted if we needed to qualify replacements for any of a number of the components used in
our products.

We outsource our logistics functions to third parties. These third parties ship our products on our behalf and perform certain other
shipping and product integration capabilities.



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Competition

The WAN
optimization market is highly competitive and continually evolving. We believe we compete primarily on the basis of offering a comprehensive WAN optimization solution that broadly addresses the root causes of poor performance of wide-area
distributed computing. We believe other principal competitive factors in our market include product performance, ability to deploy easily into existing networks and ability to remotely manage products. We believe that our solution performs better
than competitive products as measured by a broad range of metrics encompassing application performance, compression ratios and data transfer times. Our ability to sustain such a competitive advantage depends on our ability to achieve continuous
technological innovation and adapt to the evolving needs of our customers.

We believe we are currently the only provider of a comprehensive WAN
optimization solution. However, a large number of vendors have made acquisitions to enter the WAN optimization market and continue to invest in this area.

Our primary competitors include Cisco Systems, Juniper Networks, Blue Coat Systems, F5 Networks and Citrix Systems. We also face competition from a large number of smaller private companies and new market entrants.

We believe that we compete favorably in each of the sub-segments of WAN optimization in addition to being the only provider of a comprehensive WAN optimization
solution. As we have a purpose-built architecture, compared to many vendors attempts to combine separate technology elements, we believe we have a significant advantage in performance, ease-of-use, and ability to scale to large numbers of locations
and employees.

Intellectual Property

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

Our worldwide patent portfolio includes twelve patents, including nine U.S. patents, two Republic of India
patents, and one Peoples Republic of China patent. Patents generally have a term of twenty years from their priority date, which is generally either the date they were initially filed or the filing date of the earliest patent from which
priority is claimed. U.S. patent filings are intended to provide the holder with a right to exclude others from making, using, selling or importing in the U.S. the inventions covered by the claims of granted patents. We have U.S. provisional and
non-provisional patent applications pending, as well as counterparts pending in other jurisdictions around the world. We do not know whether any of our pending patent applications will result in the issuance of patents or whether the examination
process will require us to narrow our claims. Our granted patents, and to the extent any future patents are issued, any such future patents may be contested, circumvented or invalidated over the course of our business, and we may not be able to
prevent third parties from infringing these patents. Therefore, the exact effect of having a patent cannot be predicted with certainty.

Our
registered trademarks in the U.S. are Riverbed, Steelhead, Riverbed (stylized), RiOS and Interceptor. Our registered trademarks in Japan are Riverbed, Steelhead, Riverbed (stylized) and Think Fast. Our registered trademarks in the European Community
are Riverbed, Steelhead and Riverbed (stylized). We also have a number of trademark applications pending, in the U.S. as well as in other jurisdictions.



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In addition to the foregoing protections, we generally control access to and use of our proprietary software and
other confidential information through the use of internal and external controls, including contractual protections with employees, contractors, customers and partners, and our software is protected by U.S. and international copyright laws.

We also incorporate third-party software programs into our products pursuant to license agreements. These software programs enable us, for example,
to configure a storage adapter for specific redundant disk setups, initialize and diagnose hardware on certain models, and help manage statistics and reporting. Any disruption in our access to these software programs could result in significant
delays in our product releases and could require substantial effort to locate or develop a replacement program.

Employees

As of December 31, 2008, we had 857 employees in offices in all major geographies. Of these, 404 were engaged in sales and marketing, 240 in research and
development, 110 in support and services, 98 in finance and administration and 5 in manufacturing. None of our U.S. employees are represented by labor unions; however, in certain international subsidiaries workers councils represent our employees.
We consider current employee relations to be good.

Available Information

Our Internet address is www.riverbed.com. There we make available, free of charge, 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, as soon as
reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (SEC). Our SEC reports can be accessed through the investor relations section of our website. The information found on
our website is not part of this or any other report we file with or furnish to the SEC.



|Item 1A. | Risk Factors
|-------- | ------------

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

Risks Related to Our Business and Industry

Our operating results may fluctuate significantly, which makes our future results difficult to predict and could cause our operating results to fall below expectations or our
guidance.

Our quarterly and annual operating results have varied significantly in the past and could vary significantly in the future, which
makes it difficult for us to predict our future operating results. Our operating results may fluctuate due to a variety of factors, many of which are outside of our control, including the changing and recently volatile U.S. and global economic
environment, any of which may cause our stock price to fluctuate. As a result, comparing our operating results on a period-to-period basis may not be meaningful. You should not rely on our past results as an indication of our future performance. In
addition, revenues in any quarter are largely dependent on customer contracts entered into during that quarter. Moreover, a significant portion of our quarterly sales typically occurs during the last month of the quarter, which we believe reflects
customer buying patterns of products similar to



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ours and other products in the technology industry generally. As a result, our quarterly operating results are difficult to predict even in the near term and a delay
in an anticipated sale past the end of a particular quarter may negatively impact our results of operations for that quarter, or in some cases, that year. A delay in the recognition of revenue, even from just one account, may have a significant
negative impact on our results of operations for a given period. If our revenue or operating results fall below the expectations of investors or securities analysts or below any guidance we may provide to the market, as occurred in the quarter ended
March 31, 2008, the price of our common stock could decline substantially. Such a stock price decline could occur, and has occurred in the past, even when we have met our publicly stated revenue and/or earnings guidance.

In addition to other risks listed in this Risk Factors section, factors that may affect our operating results include, but are not limited to:



| |  |  | fluctuations in demand, including due to seasonality, for our products and services. For example, many companies in our industry experience adverse seasonal fluctuations in
customer spending patterns, particularly in the first and third quarters; we have experienced these seasonal fluctuations in the past and expect that this trend will continue in the future;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | fluctuations in sales cycles and prices for our products and services;
| | - |  | ----------------------------------------------------------------------



| |  |  | reductions in customers budgets for information technology purchases and delays in their purchasing cycles;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | general economic conditions in our domestic and international markets;
| | - |  | ----------------------------------------------------------------------



| |  |  | limited visibility into customer spending plans;
| | - |  | ------------------------------------------------



| |  |  | changing market conditions, including current and potential customer consolidation;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | customer concentration;
| | - |  | -----------------------



| |  |  | the timing of recognizing revenue in any given quarter as a result of software revenue recognition rules, including the extent to which sales transactions in a given period
are unrecognizable until a future period or, conversely, the satisfaction of revenue recognition rules in a given period resulting in the recognition of revenue from transactions initiated in prior periods;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the sale of our products in the timeframes we anticipate, including the number and size of orders, and the product mix within any such orders, in each quarter;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to develop, introduce and ship in a timely manner new products and product enhancements that meet customer requirements;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the timing and execution of product transitions or new product introductions, including any related or resulting inventory costs;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | the timing of product releases or upgrades by us or by our competitors;
| | - |  | -----------------------------------------------------------------------



| |  |  | any significant changes in the competitive dynamics of our markets, including new entrants or substantial discounting of products;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to control costs, including our operating expenses and the costs of the components we purchase;
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | any decision to increase or decrease operating expenses in response to changes in the marketplace or perceived marketplace opportunities;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to derive benefits from our investments in sales, marketing, engineering or other activities;
| | - |  | ---------------------------------------------------------------------------------------------------------



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| |  |  | our ability to successfully work with partners on combined solutions. For example, where our product features the Riverbed Services Platform (RSP), we are required to work
closely with our partners in product validation, marketing, selling and support;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | volatility in our stock price, which may lead to higher stock compensation expenses pursuant to Statement of Financial Accounting Standards No. 123(R); and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | unpredictable fluctuations in our effective tax rate due to disqualifying dispositions of stock from the employee stock purchase plan and stock options, changes in the
valuation of our deferred tax assets or liabilities, changes in actual results versus our estimates, or changes in tax laws, regulations, accounting principles, or interpretations thereof.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We face intense competition that could reduce our revenue and adversely affect our financial results.

The market for our products is highly competitive and we expect competition to intensify in the future. Other companies may introduce new products in the same
markets we serve or intend to enter.

This competition could result, and has resulted in the past, in increased pricing pressure, reduced profit
margins, increased sales and marketing expenses and failure to increase, or the loss of, market share, any of which would likely seriously harm our business, operating results or financial condition.

Competitive products may in the future have better performance, more and/or better features, lower prices and broader acceptance than our products. Many of our
current or potential competitors have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical, sales, marketing and other resources than we do. Potential customers may prefer to
purchase from their existing suppliers rather than a new supplier regardless of product performance or features. Currently, we face competition from a number of established companies, including Cisco Systems, Juniper Networks, Blue Coat Systems, F5
Networks and Citrix Systems. We also face competition from a large number of smaller private companies and new market entrants.

We expect increased
competition from our current competitors as well as other established and emerging companies if our market continues to develop and expand. For example, third parties currently selling our products could market products and services that compete
with our products and services. In addition, some of our competitors have made acquisitions or entered into partnerships or other strategic relationships with one another to offer a more comprehensive solution than they individually had offered. We
expect this trend to continue as companies attempt to strengthen or maintain their market positions in an evolving industry and as companies enter into partnerships or are acquired. Many of the companies driving this consolidation trend have
significantly greater financial, technical and other resources than we do and are better positioned to acquire and offer complementary products and technologies. The companies resulting from these possible consolidations may create more compelling
product offerings and be able to offer greater pricing flexibility, making it more difficult for us to compete effectively, including on the basis of price, sales and marketing programs, technology or product functionality. Continued industry
consolidation may adversely impact customers perceptions of the viability of smaller and even medium-sized technology companies and consequently customers willingness to purchase from such companies. These pressures could materially
adversely affect our business, operating results and financial condition.

We also face competitive pressures from other sources. For example,
Microsoft has announced its intention to improve the performance of its software for remote office users. Our products are designed to improve the performance of many applications, including applications that are based on Microsoft protocols.
Accordingly, improvements to Microsoft application protocols may reduce the need for our products, adversely affecting our business, operating results and financial condition. Improvement in other application protocols or in the Transmission Control
Protocol (TCP), the



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underlying transport protocol for most WAN traffic, could have a similar effect. In addition, we market our products, in significant part, on the anticipated cost
savings to be realized by organizations if they are able to avoid the purchase of costly IT infrastructure at remote sites by purchasing our products. To the extent other companies are able to reduce the costs associated with purchasing and
maintaining servers, storage or applications to be operated at remote sites, our business, operating results and financial condition could be adversely affected.

Continued adverse economic conditions or reduced information technology spending may harm our business. In addition, the recent turmoil in credit markets increases our exposure to our customers and partners credit risk, which
could result in reduced revenue or additional write-offs of accounts receivable.

Our business depends on the overall demand for information
technology, and in particular for WAN optimization, and on the economic health and general willingness of our current and prospective customers to make capital commitments. If the conditions in the U.S. and global economic environment remain
uncertain or continue to be volatile, or if they deteriorate further, our business, operating results, and financial condition may be materially adversely affected. In addition, the market we serve is emerging and the purchase of our products
involves material changes to established purchasing patterns and policies. The purchase of our products is often discretionary and may involve a significant commitment of capital and other resources. In addition, our operating expenses are largely
based on anticipated revenue trends and a high percentage of our expenses are, and will continue to be, fixed in the short-term. Uncertainty about future economic conditions makes it difficult to forecast operating results and to make decisions
about future investments. Weak or volatile economic conditions would likely harm our business and operating results in a number of ways, including information technology spending reductions among customers and prospects, longer sales cycles, lower
prices for our products and services and reduced unit sales. A reduction in information technology spending could occur or persist even if economic conditions improve. In addition, the increase in worldwide commodity prices in 2008 has resulted, and
any future increase may result, in higher component prices and increased shipping costs, both of which may negatively impact our financial results.

Many of our customers and channel partners use third parties to finance their purchases of our products. Any freeze, or reduced liquidity, in the credit markets, such as we have recently experienced, may result in customers or channel
partners either delaying or entirely foregoing planned purchases of our products as they are unable to obtain the required financing. This would result in reduced revenues, and our business, operating results and financial condition would be harmed.
In addition, these customers and partners ability to pay for products already purchased may be adversely affected by the credit market turmoil or an associated downturn in their own business, which in turn could harm our business,
operating results and financial condition.

We rely heavily on indirect distribution partners to sell our products. Disruptions to, or our failure to effectively
develop and manage, our distribution channels and the processes and procedures that support them could harm our business.

Our future success is
highly dependent upon establishing and maintaining successful relationships with a variety of indirect distribution partners, including value-added resellers and service providers. A substantial majority of our revenue is derived through indirect
channel sales and we expect indirect channel sales to continue to account for a substantial majority of our total revenue. Accordingly, our revenue depends in large part on the effective performance of these channel partners, and the loss of or
reduction in sales to our channel partners could materially reduce our revenues. By relying on indirect channels, we may have little or no contact with the ultimate users of our products, thereby making it more difficult for us to establish brand
awareness, ensure proper delivery and installation of our products, service ongoing customer requirements and respond to evolving customer



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needs. In addition, we recognize a large portion of our revenue based on a sell-through model using information regarding the end user customers that is provided by
our channel partners. If those channel partners provide us with inaccurate or untimely information, the amount or timing of our revenues could be adversely impacted.

Recruiting and retaining qualified channel partners and training them in our technology and product offerings requires significant time and resources. In order to develop and expand our distribution channel, we must continue to
scale and improve our processes and procedures that support our distribution channel, including investment in systems and training, and those processes and procedures may become increasingly complex and difficult to manage. We have no minimum
purchase commitments with any of our value-added resellers or other indirect distributors, and our contracts with these channel partners do not prohibit them from offering products or services that compete with ours. Our competitors may be effective
in providing incentives to existing and potential channel partners to favor their products, to choose not to partner with us, or to prevent or reduce sales of our products. Our channel partners may choose not to offer our products exclusively or at
all. If we fail to maintain successful relationships with our channel partners, fail to develop new relationships with channel partners in new markets or expand the number of channel partners in existing markets, fail to manage, train or motivate
existing channel partners effectively or if these channel partners are not successful in their sales efforts, sales of our products may decrease and our business, operating results and financial condition would be materially adversely affected.

We expect our gross margins to vary over time and our recent level of product gross margin may not be sustainable. In addition, our product gross margins may
continue to be adversely affected by our recent and future introductions of new products.

Our product gross margins vary from quarter to quarter
and the recent level of gross margins may not be sustainable and may be adversely affected in the future by numerous factors, including but not limited to product or sales channel mix shifts, increased price competition, increases in material or
labor costs, excess product component or obsolescence charges from our contract manufacturers, write-downs for obsolete or excess inventory, increased costs due to changes in component pricing or charges incurred due to component holding periods if
our forecasts do not accurately anticipate product demand, warranty related issues, or our introduction of new products or new product platforms or entry into new markets with different pricing and cost structures.

We recently introduced our 50 series of Steelhead appliances. The introduction of, and planned transition to, a new product line requires us to forecast customer
demand for both legacy and new product lines for a period of time, and to maintain adequate inventory levels to support the sales forecasts for both product lines. If new product line sales exceed our sales forecast, we could possibly experience
stock shortages, which would negatively affect our revenues. If legacy product line sales fall short of our sales forecast, we could have excess inventory. In 2008, we recognized approximately $6.0 million in excess and obsolete inventory charges
related to the new product line introduction. Our inventory level increased in our third fiscal quarter as we balanced the forecast demand for both product lines. If future sales between our legacy and any new product lines differ from our
forecasts, and this results in an excess of legacy products, then additional inventory charges may be required. In addition, if future overall sales are less than forecasted, then additional inventory charges may be required. Any inventory charges
would negatively impact our product gross margins.

We rely on third parties to perform shipping and other logistics functions on our behalf. A failure or
disruption at a logistics partner would harm our business.

Currently, we use third-party logistics partners to perform storage, packaging,
shipment and handling for us, including a logistics service provider that began shipping European orders in the second quarter. Although the logistics services required by us may be readily available from a number



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of providers, it is time consuming and costly to qualify and implement these relationships. If one or more of our logistics partners suffers an interruption in its
business, or experiences delays, disruptions or quality control problems in its operations, or we choose to change or add additional logistics partners, our ability to ship products to our customers would be delayed and our business, operating
results and financial condition would be adversely affected.

We are susceptible to shortages or price fluctuations in our supply chain. Any shortages or price
fluctuations in components used in our products could delay shipment of our products or increase our costs and harm our operating results.

Our
increase in the use of Riverbed-designed content in our hardware platforms has increased our susceptibility to scarcity or delivery delays for custom components within our systems. Shortages in components that we use in our products are possible and
our and our suppliers ability to predict the availability of such components may be limited. Some of these components are available only from limited sources of supply. The unavailability of any of these components would prevent us from
shipping products because each of these components is necessary to the proper functioning of our appliances. In addition, the lead times associated with certain components are lengthy and preclude rapid changes in quantity requirements and delivery
schedules.

Any growth in our business or the economy is likely to create greater pressures on us and our suppliers to project overall component
demand accurately and to establish optimal component inventory levels. In addition, increased demand by third parties for the components we use in our products may lead to decreased availability and higher prices for those components. We carry
limited inventory of our product components, and we rely on suppliers to deliver components in a timely manner based on forecasts we provide. We rely on both purchase orders and long-term contracts with our suppliers, but we may not be able to
secure sufficient components at reasonable prices or of acceptable quality, which would seriously impact our ability to deliver products to our customers and, as a result, adversely impact our revenue.

If we fail to accurately predict our manufacturing requirements, we could incur additional costs or experience manufacturing delays, which would harm our business. We are
dependent on contract manufacturers, and changes to those relationships, expected or unexpected, may result in delays or disruptions that could harm our business.

We depend on independent contract manufacturers to manufacture and assemble our products. We rely on purchase orders or long-term contracts with our contract manufacturers. Some of our contract manufacturers are not obligated
to supply products to us for any specific period, in any specific quantity or at any specific price. Our orders may represent a relatively small percentage of the overall orders received by our contract manufacturers from their customers. As a
result, fulfilling our orders may not be considered a priority by one or more of our contract manufacturers in the event the contract manufacturer is constrained in its ability to fulfill all of its customer obligations in a timely manner. We
provide demand forecasts to our contract manufacturers. If we overestimate our requirements, the contract manufacturers may assess charges or we may have liabilities for excess inventory, each of which could negatively affect our gross margins.
Conversely, because lead times for required materials and components vary significantly and depend on factors such as the specific supplier, contract terms and the demand for each component at a given time, if we underestimate our requirements, the
contract manufacturers may have inadequate materials and components required to produce our products, which could interrupt manufacturing of our products and result in delays in shipments and deferral or loss of revenue.

Although the contract manufacturing services required to manufacture and assemble our products may be readily available from a number of established manufacturers,
it is time consuming and costly to qualify and implement contract manufacturer relationships. Therefore, if one or more of



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our contract manufacturers suffers an interruption in its business, or experiences delays, disruptions or quality control problems in its manufacturing operations, or
we choose to change or add additional contract manufacturers, our ability to ship products to our customers would be delayed and our business, operating results and financial condition would be adversely affected.

If we are unable to protect our intellectual property rights, our competitive position could be harmed or we could be required to incur significant expenses to enforce our
rights.

We depend on our ability to protect our proprietary technology. We rely on trade secret, patent, copyright and trademark laws and
confidentiality agreements with employees and third parties, all of which offer only limited protection. Despite our efforts, the steps we have taken to protect our proprietary rights may not be adequate to preclude misappropriation of our
proprietary information or infringement of our intellectual property rights, and our ability to police such misappropriation or infringement is uncertain, particularly in countries outside of the U.S. Further, with respect to patent rights, we do
not know whether any of our pending patent applications will result in the issuance of patents or whether the examination process will require us to narrow our claims, and even if patents are issued, they may be contested, circumvented or
invalidated over the course of our business. The invalidation of any of our key patents could benefit our competitors by allowing them to more easily design products similar to ours. Moreover, the rights granted under any issued patents may not
provide us with proprietary protection or competitive advantages, and competitors may in any event be able to develop similar or superior technologies to our own now or in the future. Protecting against the unauthorized use of our products,
trademarks and other proprietary rights is expensive, difficult and, in some cases, impossible. Litigation has been necessary in the past and may be necessary in the future to enforce or defend our intellectual property rights, to protect our trade
secrets or to determine the validity and scope of the proprietary rights of others. For example, we recently settled a patent infringement lawsuit with Quantum Corporation where both we and Quantum asserted that the other party infringed a patent or
patents. Intellectual property litigation has resulted, and may in the future result, in substantial costs and diversion of management resources, and may in the future harm our business, operating results and financial condition. Furthermore, many
of our current and potential competitors have the ability to dedicate substantially greater resources to enforce their intellectual property rights than we do. Accordingly, despite our efforts, we may not be able to prevent third parties from
infringing upon or misappropriating our intellectual property.

Claims by others that we infringe their proprietary technology could harm our business.

Our industry is characterized by the existence of a large number of patents and frequent claims and related litigation regarding patent and other
intellectual property rights. In the ordinary course of our business, we are involved in disputes and licensing discussions with others regarding their claimed proprietary rights and we cannot assure you that we will always successfully defend
ourselves against such claims. Third parties have claimed and may in the future claim that our products or technology infringe their proprietary rights. For example, we recently settled a patent infringement lawsuit with Quantum Corporation. We
expect that infringement claims may increase as the number of products and competitors in our market increases and overlaps occur. In addition, as we have gained greater visibility and market exposure as a public company, we face a higher risk of
being the subject of intellectual property infringement claims. Any claim of infringement by a third party, even those without merit, could cause us to incur substantial legal costs defending against the claim, and could distract our management from
our business. Furthermore, we could be subject to a judgment or voluntarily enter into a settlement, either of which could require us to pay substantial damages. A judgment or settlement could also include an injunction or other court order that
could prevent us from offering our products. In addition, we might elect or be required to seek a license for the use of third-party intellectual property, which may not be available on commercially reasonable terms or at all, or if available, the
payments under such license may harm our operating results and financial condition.



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Alternatively, we may be required to develop non-infringing technology, which could require significant effort and expense and may ultimately not be successful. Any of
these events could seriously harm our business, operating results and financial condition. Third parties may also assert infringement claims against our customers and channel partners. Any of these claims would require us to initiate or defend
potentially protracted and costly litigation on their behalf, regardless of the merits of these claims, because we generally indemnify our customers and channel partners from claims of infringement of proprietary rights of third parties. If any of
these claims succeed, or if we voluntarily enter into a settlement, we may be forced to pay damages on behalf of our customers or channel partners, which could have a material adverse effect on our business, operating results and financial
condition.

Our sales cycles can be long and unpredictable, and our sales efforts require considerable time and expense. As a result, our revenue is difficult to
predict and may vary substantially from quarter to quarter.

The timing of our revenue is difficult to predict. Our sales efforts involve
educating our customers about the use and benefit of our products, including their technical capabilities and potential cost savings to an organization. Customers typically undertake a significant evaluation process that has in the past resulted in
a lengthy sales cycle, in some cases over twelve months. Also, as our channel model distribution strategy evolves, utilizing value-added resellers, distributors, systems integrators and service providers, the level of variability in the length of
sales cycle across transactions may increase and make it more difficult to predict the timing of many of our sales transactions. We spend substantial time, effort and money in our sales efforts without any assurance that our efforts will produce any
sales. In addition, product purchases are frequently and increasingly subject to budget constraints, multiple approvals, and unplanned administrative, processing and other delays. Beginning in early 2008, product purchases have been delayed by the
volatile U.S. and global economic environment, which has introduced additional risk into our ability to accurately forecast sales in a particular quarter. If sales expected from a specific customer for a particular quarter are not realized in that
quarter or at all, revenue will be harmed and we may miss our stated guidance for that period.

Our international sales and operations subject us to additional
risks that may harm our operating results.

In the year ended December 31, 2008, we derived approximately 42% of our revenue from customers
outside the U.S. We have personnel in numerous countries worldwide. We expect to continue to add personnel in additional countries. Our international sales and operations subject us to a variety of risks, including:



| |  |  | the difficulty and cost of managing and staffing international offices and the increased travel, infrastructure, legal and other compliance costs associated with multiple
international locations;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | difficulties in enforcing contracts and collecting accounts receivable, and longer payment cycles, especially in emerging markets;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | tariffs and trade barriers and other regulatory or contractual limitations on our ability to sell or develop our products in certain foreign markets;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | increased exposure to foreign currency exchange rate risk; and
| | - |  | --------------------------------------------------------------



| |  |  | reduced protection for intellectual property rights in some countries.
| | - |  | ----------------------------------------------------------------------

Recently, certain foreign currencies have experienced rapid fluctuations in value against the U.S. dollar. Any foreign currency devaluation against the U.S. dollar increases the real cost of our products to our customers and
partners in foreign markets where we sell in U.S. dollars, which has resulted in the past and may result in the future in delayed or cancelled purchases of our products and, as a result, lower revenues. In addition, this increase in cost increases
the risk to us that we will be unable



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to collect amounts owed to us by such customers or partners, which in turn would impact our revenues and could materially adversely impact our business and financial
results. Any devaluation may also lead us to more aggressively discount our prices in foreign markets in order to maintain competitive pricing, which would negatively impact our revenues and gross margins.

International customers may also require that we localize our products. The product development costs for localizing the user interface of our products, both
graphical and textual, could be a material expense to us if the software requires extensive modifications. To date, such changes have not been extensive, and the costs have not been material.

As we continue to expand our business globally, our success will depend, in large part, on our ability to anticipate and effectively manage these and other risks
associated with our international sales and operations. Our failure to manage any of these risks successfully could harm our international operations, reduce our international sales and harm our business, operating results and financial condition.

We are investing in engineering, sales, marketing, services and infrastructure, and these investments may achieve delayed or lower than expected benefits, which
could harm our operating results.

We intend to continue to add personnel and other resources to our engineering, sales, marketing, services and
infrastructure functions as we focus on developing new technologies, growing our market segment, capitalizing on existing or new market opportunities, increasing our market share, and enabling our business operations to meet anticipated demand. We
are likely to recognize the costs associated with these investments earlier than some of the anticipated benefits, and the return on these investments may be lower, or may develop more slowly, than we expect. If we do not achieve the benefits
anticipated from these investments, or if the achievement of these benefits is delayed, our operating results may be adversely affected.

If we lose key personnel
or are unable to attract and retain personnel on a cost-effective basis, our business would be harmed.

Our success is substantially dependent
upon the performance of our senior management and key technical and sales personnel. Our management and employees can terminate their employment at any time, and the loss of the services of one or more of our executive officers or other key
employees could harm our business. Our success also is substantially dependent upon our ability to attract additional personnel for all areas of our organization, particularly in our sales, research and development and customer service departments.
Competition for qualified personnel is intense, and we may not be successful in attracting and retaining such personnel on a timely basis, on competitive terms, or at all. Additionally, fluctuations or a sustained decrease in the price of our stock
could affect our ability to attract and retain key personnel. When our stock price declines, our equity incentive awards may lose retention value, which may negatively affect our ability to attract and retain such key personnel. If we are unable to
attract and retain the necessary technical, sales and other personnel on a cost-effective basis, our business, operating results and financial condition would be adversely affected.

We may not generate positive returns on our research and development investments.

Developing our products is expensive,
and the investment in product development may involve a long payback cycle or may not generate additional revenue at all. In the year ended December 31, 2008, our research and development expenses were $58.7 million, or approximately 18% of our
total revenue. Our future plans include significant investments in research and development and related



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product opportunities. We believe that we must continue to dedicate a significant amount of resources to our research and development efforts to maintain our
competitive position. These investments may take several years to generate positive returns, if ever.

Our ability to sell our products is highly dependent on the
quality of our support and services offerings, and our failure to offer high quality support and services would harm our operating results and reputation.

Once our products are deployed within our customers networks, our customers depend on our support organization to resolve any issues relating to our products. A high level of support is critical for the successful marketing and sale
of our products. If we or our channel partners do not effectively assist our customers in deploying our products, succeed in helping our customers quickly resolve post-deployment issues, and provide effective ongoing support, it would adversely
affect our ability to sell our products to existing customers and would harm our reputation with potential customers. In addition, as we expand our operations internationally, our support organization will face additional challenges, including those
associated with delivering support, training and documentation in languages other than English. As a result, our failure to maintain high quality support and services would harm our operating results and reputation.

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

We have expanded our operations significantly since inception and anticipate that further significant expansion will be required. This future growth, if it occurs, will place significant demands on our management, infrastructure and other
resources. To manage any future growth, we will need to hire, integrate and retain highly skilled and motivated employees. We will also need to continue to improve our financial and management controls, reporting systems and procedures. We have an
enterprise resource planning software system that supports our finance, sales and inventory management processes. If we were to encounter delays or difficulties as a result of this system, including loss of data and decreases in productivity, our
ability to properly run our business could be adversely impacted. If we do not effectively manage our growth, our business would be harmed.

If we do not
successfully anticipate market needs and develop products and product enhancements that meet those needs, or if those products do not gain market acceptance, our business and operating results will be harmed.

We may not be able to anticipate future market needs or be able to develop new products or product enhancements to meet such needs, either on a timely basis or at
all. For example, our failure to address additional application-specific protocols, particularly if our competitors are able to provide such functionality, could harm our business. In addition, our inability to diversify beyond our current product
offerings could adversely affect our business. Any new products or product enhancements that we introduce may not achieve any significant degree of market acceptance or be accepted into our sales channel by our channel partners, which would
adversely affect our business and operating results.

Organizations are increasingly concerned with the security of their data, and to the extent they elect to
encrypt data being transmitted from the point of the end user in a format that were not able to decrypt, rather than only across the WAN, our products will become less effective.

Our products are designed to remove the redundancy associated with repeated data requests over a WAN, either through a private network or a virtual private network
(VPN). The ability of our products to reduce such redundancy depends on our products ability to recognize the data being requested. Our products currently detect and decrypt some forms of encrypted data. Since most



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organizations currently encrypt most of their data transmissions only between sites and not on the LAN, the data is not encrypted when it passes through our products.
For those organizations that elect to encrypt their data transmissions from the end-user to the server in a format that were not able to decrypt, our products will offer limited performance improvement unless we are successful in incorporating
additional functionality into our products that address those encrypted transmissions. Our failure to provide such additional functionality could limit the growth of our business and harm our operating results.

If our products do not interoperate with our customers infrastructure, installations could be delayed or cancelled, which would harm our business.

Our products must interoperate with our customers existing infrastructure, which often have different specifications, utilize multiple protocol standards,
deploy products from multiple vendors, and contain multiple generations of products that have been added over time. If we find errors in the existing software or defects in the hardware used in our customers infrastructure or problematic
network configurations or settings, as we have in the past, we may have to modify our software or hardware so that our products will interoperate with our customers infrastructure. Our products may be unable to provide significant performance
improvements for applications deployed in our customers infrastructure. These issues could cause longer installation times for our products and could cause order cancellations, either of which would adversely affect our business, operating
results and financial condition. In addition, government and other customers may require our products to comply with certain security or other certifications and standards. If our products are late in achieving or fail to achieve compliance with
these certifications and standards, or our competitors achieve compliance with these certifications and standards, we may be disqualified from selling our products to such customers, or at a competitive disadvantage, which would harm our business,
operating results and financial condition.

If functionality similar to that offered by our products is incorporated into existing network infrastructure
products, organizations may decide against adding our products to their network, which would harm our business.

Other providers of network
infrastructure products, including our partners, are offering or announcing functionality aimed at addressing the problems addressed by our products. For example, Cisco Systems incorporates WAN optimization functionality into certain of its router
blades. The inclusion of, or the announcement of intent to include, functionality perceived to be similar to that offered by our products in products that are already generally accepted as necessary components of network architecture or in products
that are sold by more established vendors may have an adverse effect on our ability to market and sell our products. Furthermore, even if the functionality offered by other network infrastructure providers is more limited than our products, a
significant number of customers may elect to accept such limited functionality in lieu of adding appliances from an additional vendor. Many organizations have invested substantial personnel and financial resources to design and operate their
networks and have established deep relationships with other providers of network infrastructure products, which may make them reluctant to add new components to their networks, particularly from new vendors. In addition, an organizations
existing vendors or new vendors with a broad product offering may be able to offer concessions that we are not able to match because we currently offer a focused line of products and have fewer resources than many of our competitors. If
organizations are reluctant to add network infrastructure products from new vendors or otherwise decide to work with their existing vendors, our business, operating results and financial condition will be adversely affected.



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Our products are highly technical and may contain undetected software or hardware errors, which could cause harm to our
reputation and our business.

Our products, including software product upgrades and releases, are highly technical and complex and, when deployed,
are critical to the operation of many networks. Our products have contained and may contain undetected errors, defects or security vulnerabilities. In particular, new products and product platforms may be subject to increased risk of hardware
issues. Some errors in our products may only be discovered after a product has been installed and used by customers. Some of these errors may be attributable to third-party technologies incorporated into our products, which makes us dependent upon
the cooperation and expertise of such third parties for the diagnosis and correction of such errors. The diagnosis and correction of third-party technology errors is particularly difficult where our product features the Riverbed Services Platform
(RSP), because it is not always immediately clear whether a particular error is attributable to a technology incorporated into our product or to the third-party RSP software deployed on our product. In addition, our RSP solutions, because they
involve a third party, are more complex, and the solutions may lead to new technical errors that may prove difficult to diagnose and support. Any delay or mistake in the initial diagnosis of an error will result in a delay in the formulation of an
effective action plan to correct such error. Any errors, defects or security vulnerabilities discovered in our products after commercial release could result in loss of revenue or delay in revenue recognition, loss of customers and increased service
and warranty cost, any of which could harm our reputation, business, operating results and financial condition. Any such errors, defects or security vulnerabilities could also adversely affect the markets perception of our products and
business. In addition, we could face claims for product liability, tort or breach of warranty, including claims relating to changes to our products made by our channel partners. Our contracts with customers contain provisions relating to warranty
disclaimers and liability limitations, which may not be upheld. Defending a lawsuit, regardless of its merit, is costly and may divert managements attention and harm the markets perception of us and our products. In addition, if our
business liability insurance coverage proves inadequate or future coverage is unavailable on acceptable terms or at all, our business, operating results and financial condition could be adversely impacted.

We may engage in future acquisitions that could disrupt our business and cause dilution to our stockholders.

In February 2009, we acquired Mazu Networks, Inc. In the future we may acquire other businesses, products or technologies. Our ability as an organization to
integrate acquisitions is unproven. Any acquisitions that we complete may not ultimately strengthen our competitive position or achieve our goals, or the acquisition may be viewed negatively by customers, financial markets or investors. In addition,
we may encounter difficulties in integrating personnel and operations from the acquired businesses and in retaining and motivating key personnel from these businesses. Acquisitions may disrupt our ongoing operations, divert management from
day-to-day responsibilities and increase our expenses. Acquisitions may reduce our cash available for operations and other uses and could result in an increase in amortization expense related to identifiable assets acquired, potentially dilutive
issuances of equity securities or the incurrence of debt.

We compete in rapidly evolving markets and have a limited operating history, which make it difficult to
predict our future operating results.

We were incorporated in May 2002 and shipped our first Steelhead appliance in May 2004. We have a limited
operating history and offer a focused line of products in an industry characterized by rapid technological change. It is very difficult to forecast our future operating results. You should consider and evaluate our prospects in light of the risks
and uncertainty frequently encountered by companies in rapidly evolving markets characterized by rapid technological change, changing customer needs, increasing competition, evolving industry standards and frequent introductions of new



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products and services. As we encounter rapidly changing customer requirements and increasing competitive pressures, we likely will be required to reposition our
product and service offerings and introduce new products and services. We may not be successful in doing so in a timely and appropriately responsive manner, or at all. Furthermore, many of our target customers have not purchased products similar to
ours and might not have a specific budget for the purchase of our products and services. All of these factors make it difficult to predict our future operating results.

Our use of open source and third-party software could impose limitations on our ability to commercialize our products.

We incorporate
open source software into our products. Although we monitor our use of open source closely, the terms of many open source licenses have not been interpreted by U.S. courts, and there is a risk that such licenses could be construed in a manner that
could impose unanticipated conditions or restrictions on our ability to commercialize our products. In such event, we could be required to seek licenses from third parties in order to continue offering our products, to re-engineer our products or to
discontinue the sale of our products in the event re-engineering cannot be accomplished on a timely basis, any of which could adversely affect our business, operating results and financial condition.

We also incorporate certain third-party technologies, including software programs, into our products and may need to utilize additional third-party technologies in
the future. However, licenses to relevant third-party technology may not continue to be available to us on commercially reasonable terms, or at all. Therefore, we could face delays in product releases until equivalent technology can be identified,
licensed or developed, and integrated into our current products. These delays, if they occur, could materially adversely affect our business, operating results and financial condition. We currently use third-party software programs in our Steelhead
appliances, our Interceptor appliances, our Central Management Console appliances and our Steelhead Mobile software client and controller. For example, in our Steelhead appliances, we use third-party software to configure a storage adapter for
specific redundant disk setups as well as to initialize and diagnose hardware on certain models, and in our Central Management Console and Steelhead Mobile Controller appliances we use third-party software to help manage statistics and reporting.
Each of these software programs is currently available from only one vendor. As a result, any disruption in our access to these software programs could result in significant delays in our product releases and could require substantial effort to
locate or develop a replacement program. If we decide in the future to incorporate into our products any other software program licensed from a third party, and the use of such software program is necessary for the proper operation of our
appliances, then our loss of any such license would similarly adversely affect our ability to release our products in a timely fashion.

We are subject to various
regulations that could subject us to liability or impair our ability to sell our products.

Our products are subject to a variety of government
regulations, including export controls, import controls, environmental laws and required certifications. In particular, our products are subject to U.S. export controls and may be exported outside the U.S. only with the required level of export
license or through an export license exception, because we incorporate encryption technology into our products. In addition, various countries regulate the import of certain encryption technology and have enacted laws that could limit our ability to
distribute our products or could limit our customers ability to implement our products in those countries. Changes in our products or changes in regulations may create delays in the introduction of our products in international markets,
prevent our customers with international operations from deploying our products throughout their global systems or, in some cases, prevent the export or import of our products to certain countries altogether. Any change in regulations, shift in
approach to the enforcement or scope of existing regulations, or change in the



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countries, persons or technologies targeted by such regulations, could result in decreased use of our products by, or in our decreased ability to export or sell our
products to, existing or potential customers with international operations. We must comply with various and increasing environmental regulations, both domestic and international, regarding the manufacturing and disposal of our products. For example,
we must comply with Waste Electrical and Electronic Equipment Directive laws, which are being adopted by certain European Economic Area countries on a country-by-country basis. Failure to comply with these and similar laws on a timely basis, or at
all, could have a material adverse effect on our business, operating results and financial condition. This would also be true if we fail to comply, either on a timely basis or at all, with any U.S. environmental laws regarding the manufacturing or
disposal of our products. Any decreased use of our products or limitation on our ability to export or sell our products would harm our business, operating results and financial condition.

We incur significant costs as a result of operating as a public company, and our management devotes substantial time to new compliance initiatives.

We incur significant legal, accounting and other expenses as a public company, including costs resulting from regulations regarding corporate governance practices
and costs relating to compliance with Section 404 of the Sarbanes-Oxley Act. For example, the listing requirements of the Nasdaq Stock Markets Global Select Market require that we satisfy certain corporate governance requirements relating
to independent directors, audit committees, distribution of annual and interim reports, stockholder meetings, stockholder approvals, solicitation of proxies, conflicts of interest, stockholder voting rights and codes of conduct. Our management and
other personnel devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations have increased our legal and financial compliance costs and will make some activities more time-consuming and costly. For
example, these rules and regulations could make it more difficult for us to attract and retain qualified persons to serve on our Board of Directors, our board committees or as executive officers.

While we believe that we currently have adequate internal control over financial reporting, we are exposed to risks from legislation requiring companies to evaluate those
internal controls.

The Sarbanes-Oxley Act requires that we test our internal control over financial reporting and disclosure controls and
procedures. In particular, for the year ended December 31, 2008, we performed system and process evaluation and testing of our internal control over financial reporting to allow management and our independent registered public accounting firm
to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our compliance with Section 404 requires that we incur substantial expense and expend significant
management time on compliance-related issues. Moreover, if we are not able to comply with the requirements of Section 404 in the future, or if we or our independent registered public accounting firm identify deficiencies in our internal control
over financial reporting that are deemed to be material weaknesses, the market price of our stock may decline and we could be subject to sanctions or investigations by the Nasdaq Stock Markets Global Select Market, the SEC or other regulatory
authorities, which would require significant additional financial and management resources.

We are required to expense equity compensation given to our
employees, which has reduced our reported earnings, will harm our operating results in future periods and may reduce our stock price and our ability to effectively utilize equity compensation to attract and retain employees.

We historically have used stock options, restricted stock units (RSU), and an employee stock purchase plan as a significant component of our employee compensation
program in order to align employees interests with the interests of our stockholders, encourage employee retention, and provide competitive compensation packages. The Financial Accounting Standards Board has adopted changes



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that require companies to record a charge to earnings for employee stock option grants and other equity incentives. We adopted this standard effective January 1,
2006. By causing us to record significantly increased compensation costs, such accounting changes have reduced, and will continue to reduce, our reported earnings, will harm our operating results in future periods, and may require us to reduce the
availability and amount of equity incentives provided to employees, which could make it more difficult for us to attract, retain and motivate key personnel. Moreover, if securities analysts, institutional investors and other investors adopt
financial models that include stock option expense in their primary analysis of our financial results, our stock price could decline as a result of reliance on these models with higher expense calculations.

We may have exposure to greater than anticipated tax liabilities.

Our
future income taxes could be adversely affected by disqualifying dispositions of stock from our employee stock purchase plan and stock options, by earnings being lower than anticipated in jurisdictions where we have lower statutory rates and being
higher than anticipated in jurisdictions where we have higher statutory rates, by changes in the valuation of our deferred tax assets and liabilities, and as a result of changes in tax laws, regulations, accounting principles or interpretations
thereof. In addition, like other companies, we may be subject to examination of our income tax returns by the Internal Revenue Service and other tax authorities. While we regularly assess the likelihood of adverse outcomes from such
examinations and the adequacy of our provision for income taxes, there can be no assurance that such provision is sufficient and that a determination by a tax authority will not have an adverse effect on our results of operations.

If we fail to successfully manage our exposure to the volatility and economic uncertainty in the global financial marketplace, our operating results could be adversely
impacted.

We are exposed to financial risk associated with the global financial markets, including volatility in interest rates and uncertainty
in the credit markets. Our exposure to market rate risk for changes in interest rates relates primarily to our investment portfolio. The primary objective of our investment activities is to preserve principal, maintain adequate liquidity and
portfolio diversification while at the same time maximizing yields without significantly increasing risk. However, the valuation of our investment portfolio is subject to uncertainties that are difficult to predict. Factors that may impact its
valuation include changes to credit ratings of the securities that we hold, interest rate changes, the ongoing strength and quality, and recent instability, of the global credit market, and liquidity. If the carrying value of our investments exceeds
the fair value, and the decline in fair value is deemed to be other-than-temporary, we will be required to write down the value of our investments. Additionally, the current instability and uncertainty in the financial markets could result in the
incurrence of significant realized or impairment losses associated with certain of our investments, which would reduce our net income.

If we need additional
capital in the future, it may not be available to us on favorable terms, or at all.

We have historically relied on outside financing and cash
flow from operations to fund our operations, capital expenditures and expansion. We may require additional capital from equity or debt financing in the future to fund our operations or respond to competitive pressures or strategic opportunities. We
may not be able to secure timely additional financing on favorable terms, or at all. The terms of any additional financing may place limits on our financial and operating flexibility. If we raise additional funds through further issuances of equity,
convertible debt securities or other securities convertible into equity, our existing stockholders could suffer significant dilution in their percentage ownership of our company, and any new securities we issue could have rights, preferences and



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privileges senior to those of holders of our common stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us, if and when we
require it, our ability to grow or support our business and to respond to business challenges could be significantly limited.

Our business is subject to the
risks of earthquakes, fire, floods, pandemics and other natural catastrophic events, and to interruption by manmade problems such as computer viruses or terrorism.

Our main operations, including our primary data centers, are located in the San Francisco Bay Area, a region known for seismic activity. A significant natural disaster, such as an earthquake, fire or a flood, could harm our
business, operating results and financial condition. In addition, our servers are vulnerable to computer viruses, break-ins and similar disruptions from unauthorized tampering with our computer systems. Acts of terrorism or war could also cause
disruptions in our or our customers business or the economy as a whole. To the extent that such disruptions result in delays or cancellations of customer orders or the deployment of our products, our business, operating results and financial
condition would be adversely affected.

Risks Related to Ownership of Our Common Stock

The trading price of our common stock has been volatile and is likely to be volatile in the future.

The trading prices of the securities of technology companies have been highly volatile. Further, our common stock has a limited trading history. Since our initial
public offering in September 2006 through December 31, 2008, our stock price has fluctuated from a low of $7.10 to a high of $52.81. Factors that could affect the trading price of our common stock include, but are not limited to:



| |  |  | variations in our operating results;
| | - |  | ------------------------------------



| |  |  | announcements of technological innovations, new services or service enhancements, strategic alliances or significant agreements by us or by our competitors;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the gain or loss of significant customers;
| | - |  | ------------------------------------------



| |  |  | recruitment or departure of key personnel;
| | - |  | ------------------------------------------



| |  |  | changes in the estimates of our operating results, either by us or by any securities analysts who follow our common stock, or changes in recommendations by any securities
analysts who follow our common stock;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | significant sales or purchases, or announcement of significant sales or purchases, of our common stock by us or our stockholders, including our directors and executive
officers;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | announcements by or about us regarding events or news adverse to our business;
| | - |  | ------------------------------------------------------------------------------



| |  |  | market conditions in our industry, the industries of our customers and the economy as a whole;
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | adoption or modification of regulations, policies, procedures or programs applicable to our business;
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | an announced acquisition of or by a competitor; and
| | - |  | ---------------------------------------------------



| |  |  | an announced acquisition of or by us.
| | - |  | -------------------------------------

If the market for
technology stocks or the stock market in general experiences loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, operating results or financial condition. The trading price of our
common stock might also decline in



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reaction to events that affect other companies in our industry or the stock market generally even if these events do not directly affect us. Each of these factors,
among others, could cause our stock price to decline. Some companies that have had volatile market prices for their securities have had securities class actions filed against them. If a suit were filed against us, regardless of its merits or
outcome, it could result in substantial costs and divert managements attention and resources.

If securities or industry analysts do not publish research or
publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our
common stock will continue to depend in part on the research and reports that securities or industry analysts publish about us or our business. If we do not continue to maintain adequate research coverage or if one or more of the analysts who covers
us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, demand for
our stock could decrease, which could cause our stock price and trading volume to decline.

Insiders have substantial control over us and will be able to
influence corporate matters.

As of December 31, 2008, our directors and executive officers and their affiliates beneficially owned, in the
aggregate, approximately 20.4% of our outstanding common stock. As a result, these stockholders will be able to exercise significant influence over all matters requiring stockholder approval, including the election of directors and approval of
significant corporate transactions, such as a merger or other sale of our company or its assets. This concentration of ownership could limit your ability to influence corporate matters and may have the effect of delaying or preventing a third party
from acquiring control over us.

Anti-takeover provisions in our charter documents and Delaware law could discourage, delay or prevent a change in control of our
company and may affect the trading price of our common stock.

We are a Delaware corporation and the anti-takeover provisions of the Delaware
General Corporation Law may discourage, delay or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder,
even if a change in control would be beneficial to our existing stockholders. In addition, our restated certificate of incorporation and amended and restated bylaws contain provisions that may discourage, delay or prevent a change in our management
or control over us that stockholders may consider favorable.



|Item 1B. | Unresolved Staff Comments
|-------- | -------------------------

None.



|Item 2. | Properties
|------- | ----------

We lease approximately 85,000 square feet of office space
in San Francisco, California pursuant to a lease that expires in 2014. In addition, we lease approximately 46,000 square feet of office space in Sunnyvale, California pursuant to a lease that expires in 2013. We maintain customer service centers in
New York, San Francisco Bay Area, Amsterdam area, London area, Singapore and Tokyo, and sales offices in multiple locations worldwide. We believe that our current facilities are suitable and adequate to meet our current needs, and
we intend to add new facilities or expand existing facilities as necessary.



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|Item 3. | Legal Proceedings
|------- | -----------------

From time to time, we are subject to various legal
proceedings, claims and litigation arising in the ordinary course of business. We do not believe we are party to any currently pending legal proceedings the outcome of which may have a material adverse effect on our financial position, results of
operations or cash flows.

There can be no assurance that existing or future legal proceedings arising in the ordinary course of business or
otherwise will not have a material adverse effect on our financial position, results of operations or cash flows.



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

None.



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Part II



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

Market Information for Common Stock

Our common stock has traded on Nasdaq
under the symbol RVBD since our initial public offering on September 20, 2006, first on the Nasdaq Global Market and, since January 1, 2008, on the Nasdaq Global Select Market. Prior to our initial public offering, there was no
public market for our common stock.

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



|                    |  |      |       |     |   |      
|------------------- |  | ---- | ----- | --- | - | -----
|                    |  | High |       | Low
|First Quarter 2007  |  | $    | 36.25 |     | $ | 25.45
|Second Quarter 2007 |  | $    | 45.89 |     | $ | 26.00
|Third Quarter 2007  |  | $    | 49.44 |     | $ | 36.62
|Fourth Quarter 2007 |  | $    | 52.81 |     | $ | 22.85
|First Quarter 2008  |  | $    | 28.36 |     | $ | 14.86
|Second Quarter 2008 |  | $    | 18.44 |     | $ | 10.84
|Third Quarter 2008  |  | $    | 18.68 |     | $ | 10.40
|Fourth Quarter 2008 |  | $    | 13.51 |     | $ | 7.10 

The last reported sale price for our common stock on the Nasdaq Global Select Market was $10.43 per share on
February 20, 2009.

Dividend Policy

We have never paid any
cash dividends on our common stock. Our board of directors currently intends to retain any future earnings to support operations and to finance the growth and development of our business and does not intend to pay cash dividends on our common stock
for the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors.

Stockholders

As of February 3, 2009, there were 140 registered stockholders of record of our common stock.

Stock Performance Graph

The graph set forth below compares the
cumulative total stockholder return on our common stock between September 21, 2006 (the date of our initial public offering) and December 31, 2008, with the cumulative total return of (i) the Nasdaq Computer Index and (ii) the
Nasdaq Composite Index, over the same period. This graph assumes the investment of $100,000 on September 21, 2006 in our common stock, the Nasdaq Computer Index and the Nasdaq Composite Index, and assumes the reinvestment of dividends, if any.
We have never paid dividends on our common stock and have no present plans to do so. The graph assumes the initial value of our common stock on September 21, 2006 was the closing sales price of $15.30 per share.



32



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The comparisons shown in the graph below are based upon historical data and are not intended to suggest future
performance. This performance graph shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference into any filing of ours under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

LOGO

Recent Sales of Unregistered Securities

None.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table summarizes the stock repurchase activity for the three months ended December 31, 2008 and the approximate dollar value of shares that may
yet be purchased pursuant to our stock repurchase program:



|                                     |  |                                    |  |                            |       |                                                                  |           |                                                                                       |   |           
|------------------------------------ |  | ---------------------------------- |  | -------------------------- | ----- | ---------------------------------------------------------------- | --------- | ------------------------------------------------------------------------------------- | - | ----------
|Period                               |  | Total Numberof SharesPurchased (1) |  | AveragePrice Paidper Share |       | Total Numberof SharesPurchased asPart ofPubliclyAnnouncedProgram |           | MaximumApproximate DollarValue of Sharesthat May Yet bePurchased Underthe Program (2)
|October 1, 2008  October 31, 2008   |  | 190,000                            |  | $                          | 12.38 |                                                                  | 190,000   |                                                                                       | $ | 72,671,000
|November 1, 2008  November 30, 2008 |  | 1,263,200                          |  |                            | 9.71  |                                                                  | 1,263,200 |                                                                                       |   | 60,408,000
|December 1, 2008  December 31, 2008 |  | 1,026,450                          |  |                            | 10.12 |                                                                  | 1,026,450 |                                                                                       |   | 50,024,000
|                                     |  |                                    |  |                            |       |                                                                  |           |                                                                                       |   |           
|Total                                |  | 2,479,650                          |  | $                          | 10.08 |                                                                  | 2,479,650 |                                                                                       | $ | 50,024,000
|                                     |  |                                    |  |                            |       |                                                                  |           |                                                                                       |   |           



|(1) | On April 21, 2008, our Board of Directors authorized a Share Repurchase Program, which authorizes us to repurchase up to $100.0 million of our outstanding common stock during a period
not to exceed 24 months from the Board authorization date.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | During the fourth quarter of 2008, we repurchased 2,479,650 shares of common stock under this Program for an aggregate purchase price of approximately $25.0 million, or an average of $10.08
per share. These shares were purchased in open market transactions. The timing and amounts of these purchases were based on market conditions and other factors including price, regulatory requirements and capital availability. The share repurchases
were financed by available cash balances and cash from operations.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|Item 6. | Selected Financial Data
|------- | -----------------------

The following selected consolidated financial
data should be read in conjunction with our audited consolidated financial statements and related notes thereto and with Managements Discussion and Analysis of Financial Condition and Results of Operations, which are included in this Annual
Report on Form 10-K. The consolidated statement of operations data for the years ended December 31, 2008, 2007 and 2006, and the selected consolidated balance sheet data as of December 31, 2008 and 2007 are derived from, and are qualified
by reference to, the audited consolidated financial statements included in this Annual Report on Form 10-K. The consolidated statement of operations data for the years ended December 31, 2005 and 2004, and the consolidated balance sheet data as
of December 31, 2006, 2005 and 2004 are derived from audited consolidated financial statements, which are not included in this Annual Report on Form 10-K.



|                                                                        |  |                         |         |   |      |   |         |  |   |         |   |  |      |         |   |  |   |        |  
|----------------------------------------------------------------------- |  | ----------------------- | ------- | - | ---- | - | ------- |  | - | ------- | - |  | ---- | ------- | - |  | - | ------ | -
|                                                                        |  | Year Ended December 31, |        
|(in thousands, except per share amounts)                                |  | 2008                    |         |   | 2007 |   | 2006    |  |   | 2005    |   |  | 2004 |        
|Consolidated Statement of Operations Data:                              |  |                         |         |   |      |   |         |  |   |         |   |  |      |         |   |  |   |        |  
|Revenue:                                                                |  |                         |         |   |      |   |         |  |   |         |   |  |      |         |   |  |   |        |  
|Product                                                                 |  | $                       | 252,929 |   |      | $ | 196,622 |  | $ | 77,298  |   |  | $    | 20,448  |   |  | $ | 2,413  |  
|Support and services                                                    |  |                         | 80,420  |   |      |   | 39,784  |  |   | 12,909  |   |  |      | 2,493   |   |  |   | 149    |  
|                                                                        |  |                         |         |   |      |   |         |  |   |         |   |  |      |         |   |  |   |        |  
|Total revenue                                                           |  |                         | 333,349 |   |      |   | 236,406 |  |   | 90,207  |   |  |      | 22,941  |   |  |   | 2,562  |  
|                                                                        |  |                         |         |   |      |   |         |  |   |         |   |  |      |         |   |  |   |        |  
|Cost of revenue:                                                        |  |                         |         |   |      |   |         |  |   |         |   |  |      |         |   |  |   |        |  
|Cost of product                                                         |  |                         | 60,439  |   |      |   | 51,068  |  |   | 25,174  |   |  |      | 6,933   |   |  |   | 838    |  
|Cost of support and services                                            |  |                         | 28,175  |   |      |   | 14,856  |  |   | 4,978   |   |  |      | 1,661   |   |  |   | 685    |  
|                                                                        |  |                         |         |   |      |   |         |  |   |         |   |  |      |         |   |  |   |        |  
|Total cost of revenue (1)                                               |  |                         | 88,614  |   |      |   | 65,924  |  |   | 30,152  |   |  |      | 8,594   |   |  |   | 1,523  |  
|                                                                        |  |                         |         |   |      |   |         |  |   |         |   |  |      |         |   |  |   |        |  
|Gross profit                                                            |  |                         | 244,735 |   |      |   | 170,482 |  |   | 60,055  |   |  |      | 14,347  |   |  |   | 1,039  |  
|                                                                        |  |                         |         |   |      |   |         |  |   |         |   |  |      |         |   |  |   |        |  
|Operating expenses                                                      |  |                         |         |   |      |   |         |  |   |         |   |  |      |         |   |  |   |        |  
|Sales and marketing (1)                                                 |  |                         | 140,653 |   |      |   | 95,652  |  |   | 48,080  |   |  |      | 19,722  |   |  |   | 5,586  |  
|Research and development (1)                                            |  |                         | 58,658  |   |      |   | 39,696  |  |   | 19,215  |   |  |      | 8,108   |   |  |   | 4,266  |  
|General and administrative (1)                                          |  |                         | 38,669  |   |      |   | 24,834  |  |   | 9,294   |   |  |      | 3,531   |   |  |   | 1,033  |  
|Other charges (2)                                                       |  |                         | 11,000  |   |      |   |        |  |   |        |   |  |      |        |   |  |   |       |  
|                                                                        |  |                         |         |   |      |   |         |  |   |         |   |  |      |         |   |  |   |        |  
|Total operating expenses                                                |  |                         | 248,980 |   |      |   | 160,182 |  |   | 76,589  |   |  |      | 31,361  |   |  |   | 10,885 |  
|                                                                        |  |                         |         |   |      |   |         |  |   |         |   |  |      |         |   |  |   |        |  
|Operating income (loss)                                                 |  |                         | (4,245  | ) |      |   | 10,300  |  |   | (16,534 | ) |  |      | (17,014 | ) |  |   | (9,846 | )
|                                                                        |  |                         |         |   |      |   |         |  |   |         |   |  |      |         |   |  |   |        |  
|Total other income (expense), net                                       |  |                         | 6,514   |   |      |   | 9,733   |  |   | 992     |   |  |      | (77     | ) |  |   | 24     |  
|                                                                        |  |                         |         |   |      |   |         |  |   |         |   |  |      |         |   |  |   |        |  
|Income (loss) before income taxes                                       |  |                         | 2,269   |   |      |   | 20,033  |  |   | (15,542 | ) |  |      | (17,091 | ) |  |   | (9,822 | )
|Provision (benefit) for income taxes                                    |  |                         | (8,332  | ) |      |   | 5,235   |  |   | 303     |   |  |      | 55      |   |  |   | 5      |  
|                                                                        |  |                         |         |   |      |   |         |  |   |         |   |  |      |         |   |  |   |        |  
|Income (loss) before cumulative change in accounting principle          |  |                         | 10,601  |   |      |   | 14,798  |  |   | (15,845 | ) |  |      | (17,146 | ) |  |   | (9,827 | )
|Cumulative effect of change in accounting principle                     |  |                         |        |   |      |   |        |  |   |        |   |  |      | 280     |   |  |   |       |  
|                                                                        |  |                         |         |   |      |   |         |  |   |         |   |  |      |         |   |  |   |        |  
|Net income (loss)                                                       |  | $                       | 10,601  |   |      | $ | 14,798  |  | $ | (15,845 | ) |  | $    | (17,426 | ) |  | $ | (9,827 | )
|                                                                        |  |                         |         |   |      |   |         |  |   |         |   |  |      |         |   |  |   |        |  
|Net income (loss) per share:                                            |  |                         |         |   |      |   |         |  |   |         |   |  |      |         |   |  |   |        |  
|Basic                                                                   |  | $                       | 0.15    |   |      | $ | 0.22    |  | $ | (0.59   | ) |  | $    | (1.85   | ) |  | $ | (1.71  | )
|                                                                        |  |                         |         |   |      |   |         |  |   |         |   |  |      |         |   |  |   |        |  
|Diluted                                                                 |  | $                       | 0.14    |   |      | $ | 0.20    |  | $ | (0.59   | ) |  | $    | (1.85   | ) |  | $ | (1.71  | )
|                                                                        |  |                         |         |   |      |   |         |  |   |         |   |  |      |         |   |  |   |        |  
|Shares used in computing basic and diluted net income (loss) per share: |  |                         |         |   |      |   |         |  |   |         |   |  |      |         |   |  |   |        |  
|Basic                                                                   |  |                         | 70,757  |   |      |   | 68,020  |  |   | 26,977  |   |  |      | 9,401   |   |  |   | 5,760  |  
|                                                                        |  |                         |         |   |      |   |         |  |   |         |   |  |      |         |   |  |   |        |  
|Diluted                                                                 |  |                         | 73,267  |   |      |   | 73,244  |  |   | 26,977  |   |  |      | 9,401   |   |  |   | 5,760  |  
|                                                                        |  |                         |         |   |      |   |         |  |   |         |   |  |      |         |   |  |   |        |  



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|(1) | Includes stock-based compensation as follows:
|--- | ---------------------------------------------



|                               |  |      |        |      |   |        |  |      |       |      |   |       |  |   |   
|------------------------------ |  | ---- | ------ | ---- | - | ------ |  | ---- | ----- | ---- | - | ----- |  | - | --
|(in thousands)                 |  | 2008 |        | 2007 |   | 2006   |  | 2005 |       | 2004
|Cost of product                |  | $    | 182    |      | $ | 101    |  | $    |      |      | $ |      |  | $ |  
|Cost of support and services   |  |      | 4,487  |      |   | 2,576  |  |      | 520   |      |   | 40    |  |   | 1 
|Sales and marketing            |  |      | 23,583 |      |   | 15,160 |  |      | 4,636 |      |   | 482   |  |   | 78
|Research and development       |  |      | 13,003 |      |   | 8,593  |  |      | 2,541 |      |   | 397   |  |   | 12
|General and administrative     |  |      | 9,153  |      |   | 5,371  |  |      | 1,521 |      |   | 368   |  |   | 1 
|                               |  |      |        |      |   |        |  |      |       |      |   |       |  |   |   
|Total stock-based compensation |  | $    | 50,408 |      | $ | 31,801 |  | $    | 9,218 |      | $ | 1,287 |  | $ | 92
|                               |  |      |        |      |   |        |  |      |       |      |   |       |  |   |   



|(2) | Settlement of Quantum litigation
|--- | --------------------------------



|                                                     |  |                    |         |      |   |         |  |      |         |  |      |         |   |  |   |         |  
|---------------------------------------------------- |  | ------------------ | ------- | ---- | - | ------- |  | ---- | ------- |  | ---- | ------- | - |  | - | ------- | -
|                                                     | 
|                                                     |  | As of December 31, |        
|(in thousands)                                       |  | 2008               |         | 2007 |   | 2006    |  | 2005 |         |  | 2004 |        
|Consolidated Balance Sheet Data                      |  |                    |         |      |   |         |  |      |         |  |      |         |   |  |   |         |  
|Cash and cash equivalents, and Marketable securities |  | $                  | 267,776 |      | $ | 246,082 |  | $    | 109,329 |  | $    | 10,410  |   |  | $ | 23,380  |  
|Working capital                                      |  |                    | 248,187 |      |   | 241,135 |  |      | 101,319 |  |      | 6,411   |   |  |   | 23,382  |  
|Total assets                                         |  |                    | 398,517 |      |   | 337,602 |  |      | 150,769 |  |      | 23,644  |   |  |   | 26,838  |  
|Current and long-term debt                           |  |                    |        |      |   |        |  |      |        |  |      | 2,461   |   |  |   | 1,374   |  
|Convertible preferred stock                          |  |                    |        |      |   |        |  |      |        |  |      | 36,385  |   |  |   | 36,469  |  
|Common stock and additional paid-in-capital          |  |                    | 316,847 |      |   | 295,487 |  |      | 162,033 |  |      | 10,130  |   |  |   | 612     |  
|Stockholders equity (deficit)                       |  |                    | 293,829 |      |   | 259,718 |  |      | 108,980 |  |      | (29,911 | ) |  |   | (13,931 | )



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|Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Annual Report
on Form 10-K. The information in this Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Such statements are based upon current
expectations that involve risks and uncertainties. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. For example, words such as may, will,
should, estimates, predicts, potential, continue, strategy, believes, anticipates, plans, expects, intends and
similar expressions are intended to identify forward-looking statements. Our actual results and the timing of certain events may differ significantly from the results discussed in the forward-looking statements. Factors that might cause or
contribute to such a discrepancy include, but are not limited to, those discussed elsewhere in this Annual Report on Form 10-K in the section titled Risk Factors and the risks discussed in our other SEC filings. We undertake no
obligation to publicly release any revisions to the forward-looking statements after the date of this Annual Report on Form 10-K.

Overview

We were founded in May 2002 by experienced industry leaders with a vision to improve the performance of wide-area distributed computing. Having significant
experience in caching technology, our executive management team understood that existing approaches failed to address adequately all of the root causes of this poor performance. We determined that these performance problems could be best solved by
simultaneously addressing inefficiencies in software applications and wide area networks (WANs) as well as insufficient or unavailable bandwidth. This innovative approach served as the foundation of the development of our products. We began
commercial shipments of our products in May 2004 and have since sold our products to over 5,500 customers worldwide. We now offer several product lines including Steelhead appliances, Central Management Console, Interceptor and Steelhead Mobile.

We are headquartered in San Francisco, California. Our personnel are located throughout the U.S. and in over twenty countries worldwide. We expect
to continue to add personnel in the U.S. and internationally to provide additional geographic sales, research and development, general and administrative and technical support coverage.

Company Strategy

Our goal is to establish our solution as the preeminent performance and efficiency standard for
organizations relying on wide-area distributed computing. Key elements of our strategy include:

Maintain and extend our technological advantages

We believe that we offer the broadest ability to enable rapid, reliable access to applications and data for our customers. We intend to enhance our position as a
leader and innovator in the WAN optimization market. We also intend to continue to sell new capabilities into our installed base. Continuing investments in research and development are critical to maintaining our technological advantage.

Enhance and extend our product line

We plan to introduce new models
of our current products as well as enhancements to their capabilities in order to address our customers size and application requirements. We also plan to introduce new products to extend our market and utilize our technology platform to
extend our capabilities.



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In August 2007, we began selling our Steelhead® Mobile product line, which includes a software client version of our Steelhead appliances, which delivers LAN-like application performance to any employee laptop, whether on the road, working from home
or connected wirelessly in the office.

In February 2008, we announced the introduction of the Riverbed Services Platform (RSP), which enables the
delivery of virtualized edge services without the need to deploy additional physical servers at remote or branch offices. RSP allows customers to deploy services from an array of vendors on Steelhead appliances in a self-contained partition to
minimize the hardware infrastructure footprint at the branch office.

In August 2008, we introduced the 50 series models of our Steelhead appliances.
The 50 series models represent the next generation of our Steelhead appliances.

In February 2009, we acquired Mazu Networks, Inc. Mazu helps
organizations manage, secure and optimize the availability and performance of global applications. The acquisition allows us to meet enterprise and service provider customer demands by extending our suite of WAN optimization products to include
global application performance, reporting and analytics.

Increase market awareness

To generate increased demand for our products, we will continue promoting our brand and the effectiveness of our comprehensive WAN optimization solution.

Scale our distribution channels

We intend to leverage and
expand our indirect channels to extend our geographic reach and market penetration. We sell our products directly through our sales force and indirectly through resellers. We derived 92% of our revenue through indirect channels in 2008. We expect
revenue from resellers to continue to constitute a substantial majority of our future revenue. During 2008, we added 300 new reseller partners, 4 large systems integrators and 16 managed service providers. Also in 2008, we expanded our direct sales
force presence in 4 new countries.

Enhance and extend our support and services capabilities

We plan to enhance and extend our support and services capabilities to continue to support our growing global customer base. In 2008, we increased our sales focus
on service contract renewals on our existing customer base, we developed and distributed training programs directed at our partners, and expanded our professional service offering.

Major Trends Affecting Our Financial Results

Company outlook

We believe that our current value proposition, which enables customers to improve the performance of their applications and access to their data across WANs, while
also offering the ability to simplify IT infrastructure and realize significant capital and operating cost savings, should allow us to continue to grow our business. Our product revenue growth rate will depend significantly on continued growth in
the wide-area data services (WDS), market and our ability to continue to attract new customers in that market and generate additional sales from existing customers. Our growth in support and services revenue is dependent upon increasing the number
of products under support contracts, which is dependent on both growing our installed base of customers and renewing existing support contracts. Our future profitability and rate of growth will be directly affected by the continued acceptance of our
products in the marketplace, as well as the timing and size of orders, product mix,



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average selling prices and costs of our products and general economic conditions. Our ability to achieve profitability in the future will also be affected by the
extent to which we must incur additional expenses to expand our sales, support, marketing, development, and general and administrative capabilities to grow our business. The largest component of our expenses is personnel costs. Personnel costs
consist of salaries, benefits and incentive compensation for our employees, including commissions for sales personnel and stock-based compensation.

Macroeconomic
environment

During 2008 the domestic and international economic environment turned sharply negative, with most developed countries, including the
U.S., falling into economic recessions. Credit markets and bank lending contracted suddenly in the third quarter of 2008 making credit generally harder to obtain for most businesses and consumers. Commodity prices declined sharply in the second half
of 2008 as demand for commodities decreased. This resulted in consumer spending being reduced sharply in the second half of 2008. This macroeconomic environment caused the growth trend in corporate spending on IT infrastructure to slow in 2008 and
this trend is forecasted to continue or slow down further in the first half of 2009.

Revenue

Our revenue has grown rapidly since we began shipping products in May 2004, increasing from $2.6 million in 2004 to $333.3 million in 2008. Revenue grew by 41%
in 2008 to $333.3 million from $236.4 million in 2007. We believe that our revenue growth in 2008, when the global macroeconomic environment negatively impacted many businesses, is a positive sign that our products have a significant value
proposition to our customers and that the WAN optimization market is still expanding despite the challenging macroeconomic environment.

Costs and Expenses

Operating expenses consist of sales and marketing, research and development and general and administrative expenses. Personnel-related costs,
including stock-based compensation, are the most significant component of each of these expense categories. As of December 31, 2008 we had 857 employees, an increase of 38% from the 623 employees at December 31, 2007. The increase in
employees is the most significant driver behind the increase in costs and operating expenses in 2008. The increase in employees was required to support our increased revenue. The timing of additional hires has and could materially affect our
operating expenses, both in absolute dollars and as a percentage of revenue, in any particular period.

Stock-based compensation expense was $50.4
million, $31.8 million, and $9.2 million in the years ended December 31, 2008, 2007, and 2006, respectively. We expect to continue to incur significant stock-based compensation expense and anticipate further growth in stock-based
compensation expense.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (GAAP). These accounting principles require us to make certain estimates and judgments that can affect the reported amounts
of assets and liabilities as of the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the periods presented. We believe that the estimates and judgments upon which we rely are reasonable
based upon information available to us at the time that these estimates and judgments are made. To the extent there are material differences between these estimates and actual results, our consolidated financial statements could be adversely
affected.



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The accounting policies that reflect our more significant estimates, judgments and assumptions and which we believe
are the most critical to aid in fully understanding and evaluating our reported financial results include the following: revenue recognition, stock-based compensation, accounting for income taxes, inventory valuation and allowances for doubtful
accounts. Our critical accounting policies have been discussed with the Audit Committee of the Board of Directors.

Revenue Recognition

Our software is integrated on appliance hardware and is essential to the functionality of the product. As a result, we account for revenue in
accordance with Statement of Position (SOP) 97-2, Software Revenue Recognition, as amended by SOP 98-9, Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain Transactions, for all transactions
involving the sale of software. We recognize product revenue when all of the following have occurred: (1) we have entered into a legally binding arrangement with a customer; (2) delivery has occurred, which is when product title transfers
to the customer; (3) customer payment is deemed fixed or determinable and free of contingencies and significant uncertainties; and (4) collection is probable.

Product revenue consists of revenue from sales of our appliances and software licenses. Product sales include a perpetual license to our software. Product revenue is generally recognized upon transfer of title at shipment,
assuming all other revenue recognition criteria are met. Shipping charges billed to customers are included in product revenue and the related shipping costs are included in cost of product revenue. Product revenue on sales to channel partners is
recorded once we have received persuasive evidence of an end-user and all other revenue recognition criteria have been met.

Substantially all of our
product sales have been sold in combination with support services, which consist of software updates and support. Software updates provide customers with rights to unspecified software product upgrades and to maintenance releases and patches
released during the term of the support period. Support includes access to technical support personnel and content via the internet and telephone. Support services also include an extended warranty for the repair or replacement of defective
hardware. Revenue for support services is recognized on a straight-line basis over the service contract term, which is typically one year.

We use
the residual method to recognize revenue when a product agreement includes one or more elements to be delivered at a future date and vendor specific objective evidence (VSOE), of the fair value of all undelivered elements exists. Through
December 31, 2008, in virtually all of our contracts, the only element that remained undelivered at the time of delivery of the product was support services. Under the residual method, the fair value of the undelivered elements is deferred and
the remaining portion of the contract fee is recognized as product revenue. If evidence of the fair value of one or more undelivered elements does not exist, all revenue is generally deferred and recognized when delivery of those elements occurs or
when fair value can be established. When the undelivered element for which we do not have a fair value is support services, revenue for the entire arrangement is bundled and recognized ratably over the support period. VSOE of fair value for elements
of an arrangement is based upon the normal pricing and discounting practices for those services when sold separately, and VSOE for support services is measured by the renewal rate offered to the customer.

Our fees are typically considered to be fixed or determinable at the inception of an arrangement, generally based on specific products and quantities to be
delivered. Substantially all of our contracts do not include rights of return or acceptance provisions. To the extent that our agreements contain such terms, we recognize revenue once the acceptance provisions or right of return lapses. Payment
terms to customers generally range from net 30 to 60 days. In the event payment terms are provided that differ from our standard business practices, the fees are deemed to not be fixed or determinable and revenue is recognized when the payments
become due, provided the remaining criteria for revenue



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recognition have been met. Deferred product revenue as of December 31, 2008 and 2007, was approximately $5.0 million and $4.4 million, respectively.

We assess the ability to collect from our customers based on a number of factors, including creditworthiness of the customer and past transaction history with
the customer. If the customer is not deemed creditworthy, we defer all revenue from the arrangement until payment is received and all other revenue recognition criteria have been met.

Stock-Based Compensation

Prior to January 1, 2006,
we accounted for employee stock options using the intrinsic value method in accordance with Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and Financial Accounting Standards Board
Interpretation (FIN) 44, Accounting for Certain Transactions Involving Stock Compensation, an Interpretation of APB No. 25, and had adopted the disclosure only provisions of Statement of Financial Accounting Standards (SFAS)
No. 123, Accounting for Stock-Based Compensation,and SFAS No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure.

In accordance with APB 25, stock-based compensation expense, which is a non-cash charge, resulted from stock option grants at exercise prices that, for financial reporting purposes, were deemed to be below the estimated fair
value of the underlying common stock on the date of grant. As of December 31, 2005, deferred stock-based compensation relative to these options was approximately $9.9 million, which is being amortized on a straight-line basis over the service
period, which generally corresponds to the vesting period. During the years ended December 31, 2008, 2007, and 2006, we amortized $2.0 million, $2.3 million and $2.4 million, respectively, of deferred compensation expense, net of reversals for
terminations, related to these options.

Effective January 1, 2006, we adopted the fair value recognition provisions of SFAS No. 123(R),
Share-Based Payment, using the prospective transition method, which requires us to apply the provisions of SFAS No. 123(R) to new awards granted, and to awards modified, repurchased or cancelled, after the effective date. New awards
granted include stock options, RSUs, and stock purchased under our Employee Stock Purchase Plan (the Purchase Plan). Under this method, stock-based compensation expense recognized beginning January 1, 2006 is based on a combination
of the following: (a) the grant-date fair value of stock option, RSU and employee stock purchase plan awards granted or modified after January 1, 2006; and (b) the amortization of deferred stock-based compensation related to stock
option awards granted prior to January 1, 2006, which was calculated using the intrinsic value method as previously permitted under APB 25.

Under SFAS No. 123(R), we estimated the fair value of stock options granted using the Black-Scholes option-pricing formula and a single option award approach. This model utilizes the estimated fair value of common stock and requires
that, at the date of grant, we use the expected term of the option, the expected volatility of the price of our common stock, risk free interest rates and expected dividend yield of our common stock. This fair value is then amortized on a
straight-line basis over the requisite service periods of the awards, which is generally four years.

On September 20, 2006, the effective date
of the registration statement relating to our initial public offering (IPO), we implemented the Purchase Plan, which has a two year offering period and two purchases per year. The fair value of shares granted under the Purchase Plan is amortized
over the two year offering period. Under the Purchase Plan, employees may purchase shares of common stock through payroll deductions at a price per share that is 85% of the lesser of the fair market value of our common stock as of the beginning of
an applicable offering period or the applicable purchase date, with purchases generally every six months.



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In the year ended December 31, 2008, we granted 856,700 RSUs. The fair value of RSUs is based on the closing
market price of our common stock on the date of grant and the related compensation expense, net of estimated forfeitures, is amortized on a straight-line basis over the service period of four years.

The fair value of options granted and Purchase Plan shares was estimated at the date of grant using the following assumptions:



|                                      |  |                         |  |             |  |            
|------------------------------------- |  | ----------------------- |  | ----------- |  | -----------
|                                      |  | Year ended December 31,
|                                      |  | 2008                    |  | 2007        |  | 2006       
|Employee Stock Options (1)            |  |                         |  |             |  |            
|Expected life in years                |  | 4.5                     |  | 4.5 - 6.0   |  | 4.5 - 6.1  
|Risk-free interest rate               |  | 2.5% - 3.1%             |  | 3.4% - 4.9% |  | 4.6% - 5.1%
|Volatility                            |  | 50% - 51%               |  | 51% - 62%   |  | 62% - 81%  
|Weighted average fair value of grants |  | $6.84                   |  | $17.54      |  | $6.07      
|                                      |  |                         | 
|Purchase Plan                         |  |                         |  |             |  |            
|Expected life in years                |  | 0.5 - 2.0               |  | 0.5 - 2.0   |  | 0.5 - 2.0  
|Risk-free interest rate               |  | 1.3% - 2.4%             |  | 4.0% - 5.0% |  | 4.8% - 5.1%
|Volatility                            |  | 47% - 71%               |  | 38% - 46%   |  | 42% - 47%  
|Weighted average fair value of grants |  | $5.09                   |  | $11.36      |  | $15.20     



|(1) | Assumptions used in 2008 exclude the assumptions used related to the modification accounting associated with the Tender Offer.
|--- | ------------------------------------------------------------------------------------------------------------------------------

The expected term represents the period that stock-based awards are expected to be outstanding. For the years ended December 31, 2008, 2007 and 2006, we have
elected to use the simplified method of determining the expected term as permitted by SEC Staff Accounting Bulletin 107 and 110 due to our lack of sufficient historical exercise data. The computation of expected volatility for the years ended
December 31, 2008, 2007, and 2006 is based on the historical volatility of comparable companies from a representative peer group selected based on industry and market capitalization data. As required by SFAS No. 123(R), management
estimated expected forfeitures and is recognizing compensation costs only for those equity awards expected to vest. The estimated forfeiture rates for the years ended December 31, 2008, 2007, and 2006 was 7%, 6%, and 2%, respectively.

During 2008, we filed a Tender Offer Statement on Schedule TO with the SEC pursuant to which we extended an offer to non-section 16 reporting
employees to exchange up to an aggregate of 5,511,495 options to purchase shares of our common stock, whether vested or unvested. Options granted prior to May 1, 2008 with an exercise price greater than 120% of the closing market price on
April 30, 2008 were eligible to be tendered pursuant to the offer. The closing market price on April 30, 2008 was $13.67. In accordance with the Tender Offer (the TO), the number of new options issued was based on an exchange
ratio of 0.85 new shares for each share exchanged based on the number of options tendered. A total of 5,246,325 options were tendered and cancelled, and a total of 4,459,392 options were granted on May 30, 2008 at $17.95 per share. The new
options retain the vesting schedule of the options exchanged. The TO is subject to modification accounting pursuant to SFAS No. 123(R) whereby the total compensation cost measured at the date of modification is the portion of the grant-date
fair value of the original award for which the requisite service is expected to be rendered (or has already been rendered) at that date plus the incremental cost resulting from the modification. The incremental cost resulting from the
modification is measured as the excess of the fair value of the modified award over the fair value of the original award immediately before its terms are modified. The incremental fair value of $5.5 million for the new awards was computed using
an expected life of 2.5 years to 3.6 years, a risk-free interest rate of 2.4% to 2.6% and a volatility of 48% to 49%. The $407,000 incremental fair value of the vested awards was recognized as compensation



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expense on the modification date in 2008. The $5.1 million incremental fair value of the unvested awards is being amortized over the remaining service period.

As of December 31, 2008, the total compensation cost related to stock options granted under SFAS No. 123(R) but not yet recognized was
approximately $90.0 million, net of estimated forfeitures of $16.3 million. This cost will be amortized on a straight-line basis over the remaining vesting period. Amortization in the years ended December 31, 2008, 2007 and 2006, was $36.9
million, $18.9, and $4.3 million, respectively.

As of December 31, 2008, total unrecognized compensation cost related to nonvested RSUs granted
under SFAS No. 123(R) to employees and directors but not yet recognized was approximately $8.5 million, net of estimated forfeitures of $1.8 million. This cost will be recognized over the remaining weighted-average period of
3.4 years. Amortization in the year ended December 31, 2008 was $1.9 million and zero in the years ended December 31, 2007 and 2006, respectively.

As of December 31, 2008, there was $10.0 million, net of estimated forfeitures, left to be amortized under our Purchase Plan, which will be amortized over the remaining vesting period, which is 19 months. Amortization in
the years ended December 31, 2008, 2007 and 2006 was $9.6 million, $10.6 million and $2.5 million, respectively.

Accounting for Income Taxes

We use the asset and liability method of accounting for income taxes in accordance with FASB Statement No. 109, Accounting for Income
Taxes(SFAS No. 109). Under this method, income tax expense or benefit is recognized for the amount of taxes payable or refundable for the current year and for deferred tax liabilities and assets for the future tax consequences of events
that have been recognized in our consolidated financial statements or tax returns. The measurement of current and deferred tax assets and liabilities are based on provisions of currently enacted tax laws. The effects of future changes in tax laws or
rates are not contemplated.

As part of the process of preparing our consolidated financial statements, we are required to estimate our income tax
expense and tax contingencies in each of the tax jurisdictions in which we operate. This process involves estimating current income tax expense together with assessing temporary differences in the treatment of items for tax purposes versus financial
accounting purposes that may create net deferred tax assets and liabilities. We rely on management estimates and assumptions in preparing our income tax provision.

In the year ended December 31, 2007 and prior years, in accordance with SFAS No.109, we recorded a full valuation allowance to reduce our deferred tax assets to the amount we believe is more likely than not to be realized.
In assessing the need for a valuation allowance, we have considered our historical levels of income, expectations of future taxable income and on going tax planning strategies. A full valuation allowance against our deferred tax assets was recorded
because of the uncertainty of the realization of our deferred tax assets, which is primarily dependent upon future taxable income.

In the year ended
December 31, 2008, management reevaluated the need for a full valuation allowance on our deferred tax assets as a result of cumulative profits generated in the most recent three year period as well as other positive evidence. As a result of
this evaluation, we concluded that it is more likely than not that we will realize sufficient earnings to utilize a significant portion of our deferred tax assets. Accordingly, we reduced the valuation allowance against our domestic deferred tax
assets and recorded a tax benefit of $11.7 million in 2008. This benefit was partially offset by a provision for income taxes of $3.4 million for 2008 related to federal, foreign and state income taxes. We continue to maintain a valuation allowance
on certain foreign deferred tax assets.



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To the extent we conclude that future taxable income and ongoing tax planning strategies warrant the release of all
or a portion of the remaining valuation allowance, which totaled $764,000 as of December 31, 2008, a further reduction to the valuation allowance would result in additional income tax benefit in such period.

We are subject to periodic audits by the Internal Revenue Service and other taxing authorities. These audits may challenge certain tax positions we have taken,
such as the timing and amount of deductions and allocation of taxable income to the various tax jurisdictions. Income tax contingencies are accounted for in accordance with FASB Interpretation No. 48, Accounting for Uncertainty in Income
Taxes (FIN 48), and may require significant management judgment in estimating final outcomes. Actual results could materially differ from these estimates and could significantly affect the effective tax rate and cash flows in future years. As of
December 31, 2008, we have $1.6 million recorded for such contingencies and have recognized a decrease in our deferred tax asset of $594,000. We have elected to record interest and penalties recognized in accordance with FIN 48 in the financial
statements as income taxes.

Inventory Valuation

Inventory consists of hardware and related component parts and is stated at the lower of cost (on a first-in, first-out basis) or market. A portion of our inventory relates to evaluation units located at customer locations, as some of our
customers test our equipment prior to purchasing. Inventory that is obsolete or in excess of our forecasted demand is written down to its estimated realizable value based on historical usage, expected demand, and with respect to evaluation units,
the historical conversion rate and age of the units. Inherent in our estimates of market value in determining inventory valuation are estimates related to economic trends, future demand for our products, the timing of new product introductions and
technological obsolescence of our products. Inventory write-downs are reflected as an increase to the cost of product and amounted to approximately $6.0 million, $1.1 million and $1.5 million in the years ended December 31, 2008, 2007 and 2006,
respectively. The increase in inventory obsolescence write-downs was related to legacy inventory and resulted from the launch of the new 50 series, which is expected to replace the older legacy models.

Allowances for Doubtful Accounts

We make judgments as to
our ability to collect outstanding receivables and provide allowances for the applicable portion of receivables when collection becomes doubtful. Provisions are made based upon a specific review of all significant outstanding receivables. For those
receivables not specifically reviewed, provisions are provided at differing rates, based upon the age of the receivable. In determining these percentages, we analyze our historical collection experience and current economic trends. If the historical
data we use to calculate the allowance for doubtful accounts does not reflect the future ability to collect outstanding receivables, additional provisions for doubtful accounts may be needed and the future results of operations could be materially
affected. The allowance for doubtful accounts was $770,000 and $734,000 at December 31, 2008 and 2007, respectively.



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Results of Operations

Revenue

We derive our revenue from sales of our appliances and software licenses and from support and services. Product revenue
primarily consists of revenue from sales of our Steelhead products and is typically recognized upon shipment. Support and services revenue includes unspecified software license updates and product support. Support revenue is recognized ratably over
the contractual period, which is typically one year. Service revenue includes professional services and training, which to date has not been significant, and is recognized as the services are performed.



|                                |  |                         |         |      |   |         |  |   |       
|------------------------------- |  | ----------------------- | ------- | ---- | - | ------- |  | - | ------
|                                |  | Year ended December 31,
|(dollars in thousands)          |  | 2008                    |         | 2007 |   | 2006   
|Total Revenue                   |  | $                       | 333,349 |      | $ | 236,406 |  | $ | 90,207
|Total Revenue by Type:          |  |                         |         |      |   |         |  |   |       
|Product                         |  | $                       | 252,929 |      | $ | 196,622 |  | $ | 77,298
|Support and services            |  | $                       | 80,420  |      | $ | 39,784  |  | $ | 12,909
|% Revenue by Type:              |  |                         |         |      |   |         |  |   |       
|Product                         |  |                         | 76%     |      |   | 83%     |  |   | 86%   
|Support and services            |  |                         | 24%     |      |   | 17%     |  |   | 14%   
|Total Revenue by Geography:     |  |                         |         |      |   |         |  |   |       
|United States                   |  | $                       | 193,190 |      | $ | 148,171 |  | $ | 65,675
|Europe, Middle East and Africa  |  | $                       | 87,446  |      | $ | 49,571  |  | $ | 11,949
|Rest of the World               |  | $                       | 52,713  |      | $ | 38,664  |  | $ | 12,583
|% Revenue by Geography:         |  |                         |         |      |   |         |  |   |       
|United States                   |  |                         | 58%     |      |   | 63%     |  |   | 73%   
|Europe, Middle East and Africa  |  |                         | 26%     |      |   | 21%     |  |   | 13%   
|Rest of the World               |  |                         | 16%     |      |   | 16%     |  |   | 14%   
|Total Revenue by Sales Channel: |  |                         |         |      |   |         |  |   |       
|Direct                          |  | $                       | 27,703  |      | $ | 26,046  |  | $ | 22,177
|Indirect                        |  | $                       | 305,646 |      | $ | 210,360 |  | $ | 68,030
|% Revenue by Sales Channel:     |  |                         |         |      |   |         |  |   |       
|Direct                          |  |                         | 8%      |      |   | 11%     |  |   | 25%   
|Indirect                        |  |                         | 92%     |      |   | 89%     |  |   | 75%   

2008 Compared to 2007:Product revenue increased in 2008 due primarily to an
increase in unit volume from increasing sales to existing customers and the addition of new customers. As of December 31, 2008, our products had been sold to over 5,500 customers, compared to approximately 3,500 as of December 31, 2007. We
believe the market for our products has grown due to increased market awareness of wide-area data services and distributed organizations, which increases dependence on timely access to data and applications.

Substantially all of our customers purchase support when they purchase our products. The increase in support and services revenue on an absolute basis and as a
percentage of total revenues is a result of increased product and first year support sales combined with the renewal of support contracts by existing customers. As our customer base grows, we expect the proportion of revenue generated from support
and services to increase.

In the year ended December 31, 2008, we derived 92% of our revenue from indirect channels compared to 89% in the year
ended December 31, 2007. We expect indirect channel revenue to continue to be a significant portion of our revenue.

We generated 42% of our
revenue in the year ended December 31, 2008 from international locations, compared to 37% in the year ended December 31, 2007. We continue to expand into international locations and introduce our products in new markets and expect
international revenue to increase in dollar amount over time.



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2007 Compared to 2006:Product revenue increased in 2007 due primarily to an increase
in new customers and additional purchases by existing customers. As of December 31, 2007, our products had been sold to over 3,500 customers, compared to approximately 1,600 as of December 31, 2006.

The increase in support and services revenue on an absolute basis and as a percentage of total revenues is a result of increased product and first year support
sales combined with the renewal of support contracts by existing customers.

In the year ended December 31, 2007, we derived 89% of our revenue
from indirect channels compared to 75% in the year ended December 31, 2006. This increase in indirect channel revenue is due to our increased focus on expanding our indirect channel sales.

We generated 37% of our revenue in the year ended December 31, 2007 from international locations, compared to 27% in the year ended December 31, 2006.

Cost of Revenue and Gross Margin

Cost of
product revenue consists of the costs of the appliance hardware, manufacturing, shipping and logistics costs and expenses for inventory obsolescence and warranty obligations. We utilize third parties to assist in the design of and to manufacture our
appliance hardware, embed our proprietary software and perform shipping logistics. Cost of support and service revenue consists of personnel costs of technical support and professional services personnel, spare parts and logistics services. As we
expand internationally and into other sectors, we may incur additional costs to conform our products to comply with local laws or local product specifications. In addition, as we expand internationally, we will continue to hire additional technical
support personnel to support our growing international customer base.

Our gross margin has been and will continue to be affected by a variety of
factors, including the mix and average selling prices of our products, new product introductions and enhancements, the cost of our appliance hardware, expenses for inventory obsolescence and warranty obligations, cost of support and service
personnel, and the mix of distribution channels through which our products are sold.



|                                      |  |                         |         |      |   |         |  |   |       
|------------------------------------- |  | ----------------------- | ------- | ---- | - | ------- |  | - | ------
|                                      |  | Year ended December 31,
|(dollars in thousands)                |  | 2008                    |         | 2007 |   | 2006   
|Revenue:                              |  |                         |         |      |   |         |  |   |       
|Product                               |  | $                       | 252,929 |      | $ | 196,622 |  | $ | 77,298
|Support and services                  |  |                         | 80,420  |      |   | 39,784  |  |   | 12,909
|                                      |  |                         |         |      |   |         |  |   |       
|Total revenue                         |  |                         | 333,349 |      |   | 236,406 |  |   | 90,207
|                                      |  |                         |         |      |   |         |  |   |       
|Cost of revenue:                      |  |                         |         |      |   |         |  |   |       
|Cost of product                       |  |                         | 60,439  |      |   | 51,068  |  |   | 25,174
|Cost of support and services          |  |                         | 28,175  |      |   | 14,856  |  |   | 4,978 
|                                      |  |                         |         |      |   |         |  |   |       
|Total cost of revenue                 |  |                         | 88,614  |      |   | 65,924  |  |   | 30,152
|                                      |  |                         |         |      |   |         |  |   |       
|Gross profit                          |  | $                       | 244,735 |      | $ | 170,482 |  | $ | 60,055
|                                      |  |                         |         |      |   |         |  |   |       
|Gross margin for product              |  |                         | 76%     |      |   | 74%     |  |   | 67%   
|Gross margin for support and services |  |                         | 65%     |      |   | 63%     |  |   | 61%   
|Total gross margin                    |  |                         | 73%     |      |   | 72%     |  |   | 67%   

2008 Compared to 2007:The increase in cost of product revenue was due
primarily to increased unit volume associated with higher revenue. Cost of product revenue in the year ended December 31, 2008 also includes $6.0 million of a write-down of inventory on hand in excess of



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forecasted demand compared to inventory obsolescence costs in the year ended December 30, 2007 of $1.1 million. The increase in the write-down of inventory is
related to the write down of legacy inventory as we transition to the 50 series Steelhead appliances. Cost of support and services revenue increased as we added more technical support headcount domestically and abroad to support our growing customer
base. Technical support and services headcount was 110 employees as of December 31, 2008 compared to 69 employees as of December 31, 2007.

Gross margins increased to 73% in the year ended December 31, 2008 from 72% in the year ended December 31, 2007 primarily due to higher margins on product revenue primarily as a result of lower unit product costs as well as a
favorable product mix partially offset by the write-down of inventory. Gross margins for support and services increased to 65% as a result of revenues increasing at a higher rate than support and services costs. This increase was slightly offset by
a decrease in support margins of approximately 2% as a result of increased stock-based compensation, which was $4.5 million in the year ended December 31, 2008, compared to $2.6 million in the year ended December 31, 2007.

2007 Compared to 2006:    The increase in cost of product revenue was due primarily to increased hardware costs associated with
higher revenue. Cost of support and services revenue increased as we added more technical support headcount domestically and abroad to support our growing customer base. Technical support and services headcount was 69 employees as of
December 31, 2007 compared to 33 employees as of December 31, 2006.

Gross margins increased to 72% in the year ended December 31,
2007 from 67% in the year ended December 31, 2006 primarily due to higher margins on product revenue as a result of lower unit product costs and decreases in inventory valuation and warranty provisions as a percentage of product revenue.

Sales and Marketing Expenses

Sales and
marketing expenses represent the largest component of our operating expenses and include personnel costs, sales commissions, marketing programs and facilities costs. Marketing programs are intended to generate revenue from new and existing
customers, and are expensed as incurred. We plan to continue to make investments in sales and marketing with the intent to add new customers and increase penetration within our existing customer base by increasing the number of sales personnel
worldwide, expanding our domestic and international sales and marketing activities, increasing channel penetration, building brand awareness and sponsoring additional marketing events. We expect future sales and marketing expenses to continue to
increase and continue to be our most significant operating expense. Generally, sales personnel are not immediately productive and sales and marketing expenses do not immediately result in increased revenue. Hiring additional sales personnel reduces
short-term operating margins until the sales personnel become productive and generate revenue. Accordingly, the timing of sales personnel hiring and the rate at which they become productive will affect our future performance.



|                             |  |                         |         |      |   |        |  |   |       
|---------------------------- |  | ----------------------- | ------- | ---- | - | ------ |  | - | ------
|                             |  | Year ended December 31,
|(dollars in thousands)       |  | 2008                    |         | 2007 |   | 2006  
|Sales and marketing expenses |  | $                       | 140,653 |      | $ | 95,652 |  | $ | 48,080
|Percent of total revenue     |  |                         | 42%     |      |   | 40%    |  |   | 53%   

2008 Compared to 2007:The increase in sales and marketing expenses was
primarily due to an increase in the number of sales and marketing employees, as sales and marketing headcount grew to 404 employees as of December 31, 2008 from 285 employees as of December 31, 2007. The increase in employees resulted in
higher salary expense and employee related benefits. Additionally,



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commission expense increased in the year ended December 31, 2008 as compared to the year ended December 31, 2007 due to increased revenue and personnel.
Salaries and related benefits, bonuses and commissions accounted for $24.4 million, marketing related activities accounted for $2.8 million, facilities and information technology expenses accounted for $3.2 million and travel and entertainment
expenses accounted for $3.3 million of the $45.0 million increase in sales and marketing expenses. Stock-based compensation, which was $23.6 million in the year ended December 31, 2008 compared to $15.2 million in the year ended
December 31, 2007, accounted for approximately $8.4 million of the increase in sales and marketing expenses.

2007 Compared to
2006:The increase in sales and marketing expenses was primarily due to an increase in the number of sales and marketing employees, as sales and marketing headcount grew to 285 employees as of December 31, 2007 from
151 employees as of December 31, 2006. The increase in employees resulted in higher salary expense, employee related benefits and fees for recruitment of new employees. Additionally, commission expense increased in the year ended
December 31, 2007 as compared to the year ended December 31, 2006 due to the substantial increase in revenue. Salaries, bonuses and commissions accounted for $18.5 million, marketing related activities accounted for $5.3 million,
facilities and information technology expenses attributable to sales and marketing accounted for $4.8 million, and travel and entertainment expenses accounted for $3.5 million of the $47.6 million increase in sales and marketing expenses.
Stock-based compensation, which was $15.2 million in the year ended December 31, 2007 compared to $4.6 million in the year ended December 31, 2006, accounted for approximately $10.6 million of the increase in sales and marketing expenses.

Research and Development Expenses

Research and development expenses primarily include personnel costs and facilities costs. We expense research and development expenses as incurred. We are devoting substantial resources to the continued development of additional
functionality for existing products and the development of new products. We intend to continue to invest significantly in our research and development efforts because we believe they are essential to maintaining our competitive position. Investments
in research and development personnel costs are expected to increase in dollar amount.



|                                  |  |                         |        |      |   |        |  |   |       
|--------------------------------- |  | ----------------------- | ------ | ---- | - | ------ |  | - | ------
|                                  |  | Year ended December 31,
|(dollars in thousands)            |  | 2008                    |        | 2007 |   | 2006  
|Research and development expenses |  | $                       | 58,658 |      | $ | 39,696 |  | $ | 19,215
|Percent of total revenue          |  |                         | 18%    |      |   | 17%    |  |   | 21%   

2008 Compared to 2007:    Research and development expenses increased in the year
ended December 31, 2008 compared to the year ended December 31, 2007 due to an increase in personnel and facility-related costs as a result of research and development headcount increasing to 240 employees as of December 31, 2008 from
181 employees as of December 31, 2007. Salaries, bonuses and related benefits accounted for $9.0 million and facilities and related costs accounted for $2.3 million of the $19.0 million increase in research and development expenses. Stock-based
compensation, which was $13.0 million in the year ended December 31, 2008 compared to $8.6 million in the year ended December 31, 2007, accounted for $4.4 million of the increase in research and development expenses. We plan to continue to
invest in research and development as we develop new products and make further enhancements to existing models.

2007 Compared to
2006:    Research and development expenses increased in the year ended December 31, 2007 compared to the year ended December 31, 2006 due to an increase in personnel and facility-related costs as a result of
research and development headcount increasing to 181 employees as of December 31, 2007 from 109 employees as of December 31, 2006. Salaries and



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bonuses accounted for $6.2 million, facilities and information technology expenses accounted for $4.7 million and professional services account for $1.0 million of the
$20.5 million increase in research and development expenses. Stock-based compensation, which was $8.6 million in the year ended December 31, 2007 compared to $2.5 million in the year ended December 31, 2006, accounted for $6.1 million of
the increase in research and development expenses.

General and Administrative Expenses

General and administrative expenses consist primarily of compensation for personnel and facilities costs related to our executive, finance, human resources,
information technology and legal organizations, and fees for professional services. Professional services include outside legal, audit and information technology consulting costs.



|                                    |  |                         |        |      |   |        |  |   |      
|----------------------------------- |  | ----------------------- | ------ | ---- | - | ------ |  | - | -----
|                                    |  | Year ended December 31,
|(dollars in thousands)              |  | 2008                    |        | 2007 |   | 2006  
|General and administrative expenses |  | $                       | 38,669 |      | $ | 24,834 |  | $ | 9,294
|Percent of total revenue            |  |                         | 12%    |      |   | 11%    |  |   | 10%  

2008 Compared to 2007:    The increase in general and administrative expenses for
the year ended December 31, 2008 compared to the year ended December 31, 2007 is due to an increase in personnel costs, primarily as a result of headcount increasing to 98 employees as of December 31, 2008 from 83 employees as of
December 31, 2007, and an increase in professional services fees. Salaries, bonuses and related benefits accounted for $3.2 million and professional service fees accounted for approximately $5.0 million of the $13.8 million increase in
general and administrative expenses. Professional service fees increased primarily due to increased intellectual property (IP) related legal fees associated with IP litigation. Legal fees associated with the IP litigation were $4.1 million in the
year ended December 31, 2008 compared to zero in the year ended December 31, 2007. Legal fees are expected to decrease now that the IP litigation is resolved. Stock-based compensation, which was $9.2 million in the year ended
December 31, 2008 compared to $5.4 million in the year ended December 31, 2007, accounted for approximately $3.8 million of the increase in general and administrative expenses.

2007 Compared to 2006:    The increase in general and administrative expenses for the year ended December 31, 2007 compared to the
year ended December 31, 2006 is due to an increase in personnel costs, primarily as a result of headcount increasing to 83 employees as of December 31, 2007 from 32 employees as of December 31, 2006, and an increase in professional
services fees. Salaries and bonuses accounted for $2.7 million and professional service fees accounted for approximately $6.1 million of the $15.5 million increase in general and administrative expenses. Professional service fees increased due
to increased Sarbanes-Oxley compliance fees, contract labor, information technology consulting fees and audit and tax advisory fees. Stock-based compensation, which was $5.4 million in the year ended December 31, 2007 compared to $1.5 million
in the year ended December 31, 2006, accounted for approximately $3.9 million of the increase in general and administrative expenses.

Other
charges

During the year ended December 31, 2008, we entered into a mutual release and settlement agreement (the Settlement
Agreement) with Quantum Corporation (Quantum) and certain affiliates of Quantum, pursuant to which we jointly executed and filed dismissals of patent infringement actions brought in the United States District Court for
the Northern District of California. Pursuant to the terms of the Settlement Agreement, we paid Quantum a lump sum of $11.0 million, and entered into a perpetual covenant not to sue each other or certain other parties related to the patents in
question and



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certain patents related to data de-duplication as well as a three-year covenant not to file any patent infringement lawsuits against each other or certain other
parties. In addition, we released each other from any and all claims, demands, losses, liabilities and causes of action relating to any infringement of any patent based on acts occurring prior to the date of the Settlement Agreement. Based on the
terms of the Settlement Agreement we recorded operating expense of $11.0 million during 2008. No such expenses existed in 2007.

Other Income
(Expense), Net

Other income (expense), net consists primarily of interest income on our cash and marketable securities, interest expense, and
foreign currency exchange losses. Cash has historically been invested in highly liquid investments such as time deposits held at major banks, commercial paper, U.S. government agency discount notes, money market mutual funds and other money market
securities with maturities at the date of purchase of 90 days or less.



|                        |  |                         |       |   |      |   |        |      |  |   |       |  
|----------------------- |  | ----------------------- | ----- | - | ---- | - | ------ | ---- |  | - | ----- | -
|                        |  | Year ended December 31, |      
|(dollars in thousands)  |  | 2008                    |       |   | 2007 |   |        | 2006 | 
|Interest income         |  | $                       | 6,806 |   |      | $ | 10,068 |      |  | $ | 2,096 |  
|Interest expense        |  |                         |      |   |      |   |       |      |  |   | (247  | )
|Other                   |  |                         | (292  | ) |      |   | (335   | )    |  |   | (857  | )
|                        |  |                         |       |   |      |   |        |      |  |   |       |  
|Total other income, net |  | $                       | 6,514 |   |      | $ | 9,733  |      |  | $ | 992   |  
|                        |  |                         |       |   |      |   |        |      |  |   |       |  

2008 Compared to 2007:    Other income (expense), net, decreased in the year
ended December 31, 2008 due to decreased interest income on cash and marketable securities balances as a result of declining interest rates. Weighted average interest rates applicable to our cash and marketable securities balances decreased to
2.6% in the year ended December 31, 2008 compared to 5.0% in the year ended December 31, 2007. Other expense in the year ended December 31, 2008 and 2007 consists primarily of foreign currency losses.

2007 Compared to 2006:    Other income (expense), net, increased in the year ended December 31, 2007 primarily due to interest
income on higher cash and marketable securities balances. We did not have interest expense in 2007, as we paid off the balance of our credit facility on October 2, 2006. Other expense decreased due to recording our preferred stock warrants to
fair value in 2006 and no such adjustment was required in 2007. In the year ended December 31, 2006 we recognized a $644,000 charge to record our preferred stock warrants at fair value. Subsequent to our IPO, we were no longer required to
record the warrants to fair value. Other expense in the years ended December 31, 2007 consists primarily of foreign currency losses.

Provision (Benefit) for Income Taxes

The provision (benefit) for income taxes was ($8.3) million, $5.2 million and $303,000 for the
years ended December 31, 2008, 2007 and 2006, respectively. Our income tax provision (benefit) consists of federal, foreign, and state income taxes. Our effective tax rate was (367%), 26% and (2%) for the year ended December 31, 2008,
2007 and 2006, respectively.

The decrease in the effective tax rate for 2008 as compared to 2007 was primarily the result of the reduction in income
tax expense of $11.7 million due to the reduction of valuation allowances during the fourth quarter of 2008 against our domestic deferred tax assets. This benefit was partially offset by a provision for income taxes of $3.4 million in 2008 related
to federal, foreign and state income taxes.



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Our effective tax rate differs from the federal statutory rate due to state taxes, significant permanent
differences and the change in our valuation allowances on our net deferred tax assets. Significant permanent differences arise from the portion of stock-based compensation expense that is not expected to generate a tax deduction, such as stock
compensation expense on grants to foreign employees, our purchase plan and incentive stock options, offset by the actual tax benefits in the current periods from disqualifying dispositions of those shares.

In the year ended December 31, 2007 and in prior years, in accordance with SFAS No. 109, we recorded a full valuation allowance against our deferred tax
assets because of the uncertainty of the realization of the deferred tax assets. Realization of our deferred tax assets is dependent primarily upon future taxable income. In assessing the need for a valuation allowance, we have considered our
historical levels of income, expectations of future taxable income and on-going tax planning strategies.

In the year ended December 31, 2008,
management reevaluated the need for a full valuation allowance on its deferred tax assets as a result of cumulative profits generated in the most recent three year period as well as other positive evidence. As a result of this evaluation, we
concluded that it is more likely than not that we will realize sufficient earnings to utilize a significant portion of our deferred tax assets. Accordingly, we reversed the valuation allowance against our domestic deferred tax assets.

We continue to maintain a valuation allowance on certain foreign deferred tax assets. To the extent we conclude that future taxable income and ongoing tax planning
strategies warrant the release of all or a portion of the remaining valuation allowance, which totaled $764,000 as of December 31, 2008, a reduction in the valuation allowance would result in additional income tax benefit in such period.

Our effective tax rate in 2008 has fluctuated significantly on a quarterly basis. The effective tax rate can be affected by our stock-based
compensation expense, changes in the valuation of our deferred tax assets, changes in actual results versus our estimates, or changes in tax laws, regulations, accounting principles, or interpretations thereof. In October 2008, the federal research
and development tax credit was reinstated. The impact of the credit on our effective tax rate is reflected in the tax rate for the year ended December 31, 2008.

We are subject to potential income tax audits on open tax years by any taxing jurisdiction which we operate in. The taxing authorities of the most significant jurisdictions are the United States Internal Revenue Service,
California Franchise Tax Board and HM Revenue and Customs in the United Kingdom (UK). We do not anticipate any material adjustments to our tax provisions relating to previously filed tax returns. The statute of limitations for federal, state, and UK
tax purposes are generally three, four, and three years respectively; however, we continue to carryover tax attributes prior to these periods for federal and state purposes, which would still be open for examination by the respective tax
authorities. Accordingly, all years since our inception are open to tax examinations for federal and state purposes. Our UK tax returns from 2005 to the present are open for examination.



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Quarterly Results of Operations

The following table sets forth our unaudited quarterly consolidated statement of operations data for each of the eight quarters ended December 31, 2008. In managements opinion, the data has been prepared on the same basis as the
audited consolidated financial statements included in this Annual Report on Form 10-K, and reflects all necessary adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of this data. The results of historical
periods are not necessarily indicative of the results of operations for a full year or any future period.



|                                                   |         |                            |         |         |      |   |         |   |  |         |        |   |         |   |         |   |         |   |         |  |   |        |  |   |        |  |   |       
|-------------------------------------------------- | ------- | -------------------------- | ------- | ------- | ---- | - | ------- | - |  | ------- | ------ | - | ------- | - | ------- | - | ------- | - | ------- |  | - | ------ |  | - | ------ |  | - | ------
|                                                   |         | For the three months ended
|(in thousands, except per share data)              |         | 2008                       |         |         | 2007
|                                                   | Dec. 31 |                            |         | Sep. 30 |      |   | Jun. 30 |   |  | Mar. 31 |        |   | Dec. 31 |   | Sep. 30 |   | Jun. 30 |   | Mar. 31
|Revenue:                                           |         |                            |         |         |      |   |         |   |  |         |        |   |         |   |         |   |         |   |         |  |   |        |  |   |        |  |   |       
|Product                                            |         | $                          | 67,355  |         |      | $ | 65,238  |   |  | $       | 62,607 |   |         | $ | 57,729  |   |         | $ | 63,287  |  | $ | 52,508 |  | $ | 45,188 |  | $ | 35,639
|Support and services                               |         |                            | 24,873  |         |      |   | 21,309  |   |  |         | 18,985 |   |         |   | 15,253  |   |         |   | 13,023  |  |   | 10,802 |  |   | 8,814  |  |   | 7,145 
|                                                   |         |                            |         |         |      |   |         |   |  |         |        |   |         |   |         |   |         |   |         |  |   |        |  |   |        |  |   |       
|Total revenue                                      |         |                            | 92,228  |         |      |   | 86,547  |   |  |         | 81,592 |   |         |   | 72,982  |   |         |   | 76,310  |  |   | 63,310 |  |   | 54,002 |  |   | 42,784
|                                                   |         |                            |         |         |      |   |         |   |  |         |        |   |         |   |         |   |         |   |         |  |   |        |  |   |        |  |   |       
|Cost of revenue:                                   |         |                            |         |         |      |   |         |   |  |         |        |   |         |   |         |   |         |   |         |  |   |        |  |   |        |  |   |       
|Cost of product                                    |         |                            | 15,286  |         |      |   | 16,653  |   |  |         | 14,564 |   |         |   | 13,936  |   |         |   | 14,015  |  |   | 14,029 |  |   | 12,856 |  |   | 10,168
|Cost of support and services                       |         |                            | 8,024   |         |      |   | 7,174   |   |  |         | 6,967  |   |         |   | 6,010   |   |         |   | 4,857   |  |   | 4,111  |  |   | 3,502  |  |   | 2,386 
|                                                   |         |                            |         |         |      |   |         |   |  |         |        |   |         |   |         |   |         |   |         |  |   |        |  |   |        |  |   |       
|Total cost of revenue                              |         |                            | 23,310  |         |      |   | 23,827  |   |  |         | 21,531 |   |         |   | 19,946  |   |         |   | 18,872  |  |   | 18,140 |  |   | 16,358 |  |   | 12,554
|                                                   |         |                            |         |         |      |   |         |   |  |         |        |   |         |   |         |   |         |   |         |  |   |        |  |   |        |  |   |       
|Gross profit                                       |         |                            | 68,918  |         |      |   | 62,720  |   |  |         | 60,061 |   |         |   | 53,036  |   |         |   | 57,438  |  |   | 45,170 |  |   | 37,644 |  |   | 30,230
|Operating expenses                                 |         |                            | 63,785  |         |      |   | 70,856  |   |  |         | 60,151 |   |         |   | 54,188  |   |         |   | 52,949  |  |   | 43,206 |  |   | 35,440 |  |   | 28,587
|                                                   |         |                            |         |         |      |   |         |   |  |         |        |   |         |   |         |   |         |   |         |  |   |        |  |   |        |  |   |       
|Operating income (loss)                            |         |                            | 5,133   |         |      |   | (8,136  | ) |  |         | (90    | ) |         |   | (1,152  | ) |         |   | 4,489   |  |   | 1,964  |  |   | 2,204  |  |   | 1,643 
|Other income (expense), net                        |         |                            | 1,455   |         |      |   | 1,287   |   |  |         | 1,472  |   |         |   | 2,300   |   |         |   | 2,705   |  |   | 2,754  |  |   | 2,555  |  |   | 1,719 
|                                                   |         |                            |         |         |      |   |         |   |  |         |        |   |         |   |         |   |         |   |         |  |   |        |  |   |        |  |   |       
|Income (loss) before provision for income taxes    |         |                            | 6,588   |         |      |   | (6,849  | ) |  |         | 1,382  |   |         |   | 1,148   |   |         |   | 7,194   |  |   | 4,718  |  |   | 4,759  |  |   | 3,362 
|                                                   |         |                            |         |         |      |   |         |   |  |         |        |   |         |   |         |   |         |   |         |  |   |        |  |   |        |  |   |       
|Provision (benefit) for income taxes               |         |                            | (16,667 | )       |      |   | 5,574   |   |  |         | 2,251  |   |         |   | 510     |   |         |   | 2,367   |  |   | 1,950  |  |   | 815    |  |   | 103   
|                                                   |         |                            |         |         |      |   |         |   |  |         |        |   |         |   |         |   |         |   |         |  |   |        |  |   |        |  |   |       
|Net income (loss)                                  |         | $                          | 23,255  |         |      | $ | (12,423 | ) |  | $       | (869   | ) |         | $ | 638     |   |         | $ | 4,827   |  | $ | 2,768  |  | $ | 3,944  |  | $ | 3,259 
|                                                   |         |                            |         |         |      |   |         |   |  |         |        |   |         |   |         |   |         |   |         |  |   |        |  |   |        |  |   |       
|Net income (loss) per share basic                  |         | $                          | 0.33    |         |      | $ | (0.17   | ) |  | $       | (0.01  | ) |         | $ | 0.01    |   |         | $ | 0.07    |  | $ | 0.04   |  | $ | 0.06   |  | $ | 0.05  
|                                                   |         |                            |         |         |      |   |         |   |  |         |        |   |         |   |         |   |         |   |         |  |   |        |  |   |        |  |   |       
|Net income (loss) per share diluted                |         | $                          | 0.33    |         |      | $ | (0.17   | ) |  | $       | (0.01  | ) |         | $ | 0.01    |   |         | $ | 0.07    |  | $ | 0.04   |  | $ | 0.05   |  | $ | 0.05  
|                                                   |         |                            |         |         |      |   |         |   |  |         |        |   |         |   |         |   |         |   |         |  |   |        |  |   |        |  |   |       
|Stock-based compensation expense included in above |         | $                          | 12,251  |         |      | $ | 13,031  |   |  | $       | 13,918 |   |         | $ | 11,208  |   |         | $ | 9,622   |  | $ | 9,363  |  | $ | 7,440  |  | $ | 5,376 
|                                                   |         |                            |         |         |      |   |         |   |  |         |        |   |         |   |         |   |         |   |         |  |   |        |  |   |        |  |   |       

Our operating results may fluctuate due to a variety of factors, many of which are outside of our control.
As a result, comparing our operating results on a period-to-period basis may not be meaningful. You should not rely on our past results as an indication of our future performance. In addition, a significant portion of our quarterly sales typically
occurs during the last month of the quarter, which we believe reflects customer buying patterns of products similar to ours and other products in the technology industry generally. As a result, our quarterly operating results are difficult to
predict even in the near term.

Commencing with the first shipment of our products in the second quarter of 2004, revenue has increased sequentially
in all but one quarter, due to increases in the number of products sold to new and existing customers and international expansion. Cost of revenue has increased sequentially each quarter in absolute dollars; however, has decreased over time as a
percentage of revenue. The increase in gross margins is primarily due to higher margins on product revenue as a result of lower unit product costs. Excluding the impact of the Quantum settlement of $11.0 million in the third quarter of 2008,
operating expenses increased sequentially in all quarters, as we continued to add headcount and related costs to accommodate our growing business.



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Liquidity and Capital Resources



|                                                |  |                         |          |   |      |   |         |      |  |   |         |  
|----------------------------------------------- |  | ----------------------- | -------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                |  | As of December 31,      |         
|(in thousands)                                  |  | 2008                    |          |   | 2007 |   |         | 2006 | 
|Working capital                                 |  | $                       | 248,187  |   |      | $ | 241,135 |      |  | $ | 101,319 |  
|Cash and cash equivalents                       |  |                         | 95,378   |   |      |   | 162,979 |      |  |   | 105,330 |  
|Marketable securities                           |  |                         | 172,398  |   |      |   | 83,103  |      |  |   | 3,999   |  
|                                                | 
|                                                |  | Year ended December 31, |         
|(in thousands)                                  |  | 2008                    |          |   | 2007 |   |         | 2006 | 
|Cash provided by operating activities           |  | $                       | 71,446   |   |      | $ | 48,168  |      |  | $ | 297     |  
|Cash used in investing activities               |  |                         | (105,055 | ) |      |   | (90,927 | )    |  |   | (10,509 | )
|Cash provided by (used in) financing activities |  |                         | (33,518  | ) |      |   | 100,323 |      |  |   | 105,090 |  

Cash and Cash Equivalents

Cash and cash equivalents consist of money market mutual funds, government sponsored enterprise obligations, treasury bills, commercial paper and other money market
securities with remaining maturities at date of purchase of 90 days or less.

Marketable securities consist of government sponsored enterprise
obligations, treasury bills and corporate bonds and notes. We adopted SFAS No. 157 in the year ended December 31, 2008. The fair value of marketable securities is determined in accordance with SFAS No. 157, which defines the fair
value as the exit price in the principal market in which we would transact. The fair value of our marketable securities has not materially fluctuated from historical cost. The accumulated unrealized gains, net of tax, on marketable securities
recognized in accumulated other comprehensive income (loss) in our stockholders equity is approximately $289,000. The recent volatility in the credit markets has increased the risk of material fluctuations in the fair value of marketable
securities.

Cash and cash equivalents, and marketable securities increased by $21.7 million to $267.8 million in the year ended December 31,
2008.

Pursuant to certain lease agreements and as security for our merchant services agreement with our financial institution, we are required to
maintain cash reserves, classified as restricted cash. Current restricted cash totaled $55,000 at December 31, 2008 and $142,000 at December 31, 2007, and long-term restricted cash totaled $3.5 million at December 31, 2008 and 2007.
Long-term restricted cash is included in other assets in the consolidated balance sheets and consists primarily of funds held as collateral for letters of credit for the security deposit on the leases of our corporate headquarters and is restricted
until the end of the lease terms on August 30, 2010 and July 31, 2014.

Since the fourth quarter of 2004, we have expanded our operations
internationally. Our sales contracts are principally denominated in U.S. dollars and therefore changes in foreign exchange rates have not materially affected our cash flows from operations. As we fund our international operations, our cash and cash
equivalents are affected by changes in exchange rates. To date, the foreign currency effect on our cash and cash equivalents has not been material.

Cash Flows from Operating Activities

Our largest source of operating cash flows is cash collections from our customers. Our primary
uses of cash from operating activities are for personnel related expenditures, product costs, outside services, and rent payments. Our cash flows from operating activities will continue to be affected principally by the extent to which we grow our
revenue and spend on hiring personnel in order to grow our business.



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Cash provided by operating activities was $71.4 million in the year ended December 31, 2008 compared to $48.2
million in the year ended December 31, 2007 primarily due to increased profitability after excluding the effects of non-cash stock-based compensation expense and depreciation and amortization.

Cash Flows from Investing Activities

Cash flows used in
investing activities primarily relate to investments in marketable securities and capital expenditures to support our growth.

Cash used in investing
activities increased in the year ended December 31, 2008 compared to the year ended December 31, 2007 primarily due to additional purchases of marketable securities and additional capital expenditures.

Cash Flows from Financing Activities

Cash flows from
financing activities in the year ended December 31, 2008 consisted of repurchases of common stock and proceeds and tax benefits received from the exercise of stock options and stock purchases under our Purchase Plan.

On April 21, 2008, our Board of Directors authorized a Share Repurchase Program, which authorizes us to repurchase up to $100.0 million of our outstanding
common stock during a period not to exceed 24 months from the Board authorization date. The Program does not require us to purchase a minimum number of shares, and may be suspended, modified or discontinued at any time. During 2008, we repurchased
4,027,706 shares of common stock under this Program for an aggregate purchase price of approximately $50.0 million, or an average of $12.41 per share. The timing and amounts of these repurchases were based on market conditions and other factors
including price, regulatory requirements and capital availability. The share repurchases were financed by available cash balances and cash from operations.

We believe that our net proceeds from operations, together with our cash balance at December 31, 2008, will be sufficient to fund our projected operating requirements for at least the next 12 months. Our future capital requirements
will depend on many factors, including our rate of revenue growth, the expansion of our sales and marketing activities, the timing and extent of expansion into new territories, the timing of introductions of new products and enhancements to existing
products, and the continuing market acceptance of our products. In February 2009, we acquired Mazu Networks, Inc. for approximately $25.0 million of cash which was paid for from our existing cash balance. In the future, we may enter into other
arrangements for potential investments in, or acquisitions of, complementary businesses, services or technologies, which could require us to seek additional equity or debt financing. Additional funds may not be available on terms favorable to us or
at all.

Contractual Obligations

The following is a
summary of our contractual obligations as of December 31, 2008:



|                              |  |                          |        |      |   |        |  |      |       |      |   |       |  |            |       |  |   |       |  |   |      
|----------------------------- |  | ------------------------ | ------ | ---- | - | ------ |  | ---- | ----- | ---- | - | ----- |  | ---------- | ----- |  | - | ----- |  | - | -----
|                              |  | Year ending December 31,
|                              |  | Total                    |        | 2009 |   | 2010   |  | 2011 |       | 2012 |   | 2013  |  | Thereafter
|                              |  | (in thousands)          
|Contractual Obligations       |  |                          |        |      |   |        |  |      |       |      |   |       |  |            |       |  |   |       |  |   |      
|Operating leases              |  | $                        | 29,488 |      | $ | 5,721  |  | $    | 5,576 |      | $ | 6,453 |  | $          | 5,361 |  | $ | 4,099 |  | $ | 2,278
|Purchase obligations (1)      |  |                          | 13,265 |      |   | 12,034 |  |      | 1,200 |      |   | 31    |  |            |      |  |   |      |  |   |     
|                              |  |                          |        |      |   |        |  |      |       |      |   |       |  |            |       |  |   |       |  |   |      
|Total contractual obligations |  | $                        | 42,753 |      | $ | 17,755 |  | $    | 6,776 |      | $ | 6,484 |  | $          | 5,361 |  | $ | 4,099 |  | $ | 2,278
|                              |  |                          |        |      |   |        |  |      |       |      |   |       |  |            |       |  |   |       |  |   |      



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|(1) | Represents amounts associated with agreements that are enforceable, legally binding and specify terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price
provisions; and the approximate timing of payment. Obligations under contracts that we can cancel without a significant penalty are not included in the table above.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Off-Balance Sheet Arrangements

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, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow
or limited purposes, nor did we have any undisclosed material transactions or commitments involving related persons or entities.

Other

At December 31, 2008 and 2007, we did not have commercial commitments under lines of credit, standby repurchase obligations or other such debt arrangements.

Recent Accounting Pronouncements

See Note 16 of
Notes to Consolidated Financial Statements for recent accounting pronouncements that could have an effect on us.



|Item 7A. | Quantitative and Qualitative Disclosures about Market Risk
|-------- | ----------------------------------------------------------

Foreign
Currency Risk

Our sales contracts are principally denominated in U.S. dollars and therefore our revenue and receivables are not subject to
significant foreign currency risk. We do incur certain operating expenses in currencies other than the U.S. dollar and therefore are subject to volatility in cash flows due to fluctuations in foreign currency exchange rates, particularly changes in
the British pound, Euro, Australian dollar and Singapore dollar. To date, we have not entered into any hedging contracts since exchange rate fluctuations have had minimal impact on our operating results and cash flows. We sell predominantly in U.S.
dollars, and the recent increase in value of the U.S. dollar relative to most other major currencies may negatively affect our sales as any foreign currency devaluation against the U.S. dollar would increase the real cost of our products to our
customers and partners in foreign markets where we sell in U.S. dollars. In addition, sales would be negatively affected if we chose to more heavily discount our product price in foreign markets to maintain competitive pricing.

Interest Rate Sensitivity

We had unrestricted cash and
cash equivalents totaling $95.4 million and $163.0 million at December 31, 2008 and December 31, 2007, respectively. The unrestricted cash and cash equivalents are held for working capital purposes. We do not enter into investments for
trading or speculative purposes. Cash and cash equivalents include highly liquid investments with a maturity of ninety days or less at the time of purchase. Cash equivalents consist primarily of money market mutual funds, government sponsored
enterprise obligations, treasury bills, and other money market securities. Due to the high investment quality and short duration of these investments, we do not believe that we have any material exposure to changes in the fair market value as a
result of changes in interest rates. Declines in interest rates, however, will reduce future investment income. The recent volatility in the credit markets has caused a macro shift in investments into highly liquid short-term investments such
as U.S. Treasury bills. This has caused a significant decline in short-term interest rates, which we expect will reduce future investment income. In addition, the volatility in the credit markets increases the risk of write-downs of investments to
fair market value.



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##### Table of Contents

|Item 8. | Financial Statements and Supplementary Data
|------- | -------------------------------------------

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

The following financial statements are filed as part of this Annual
Report on Form 10-K



|                                                                                          |  |         
|----------------------------------------------------------------------------------------- |  | --------
|                                                                                          |  | Page No.
|Reports of Ernst & Young LLP, Independent Registered Public Accounting Firm               |  | 56      
|Consolidated Balance Sheets                                                               |  | 58      
|Consolidated Statements of Operations                                                     |  | 59      
|Consolidated Statements of Convertible Preferred Stock and Stockholders Equity (Deficit) |  | 60      
|Consolidated Statements of Cash Flows                                                     |  | 63      
|Notes to Consolidated Financial Statements                                                |  | 64      



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##### Table of Contents

REPORT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Board of
Directors and Stockholders

Riverbed Technology, Inc.

We have audited the accompanying consolidated balance sheets of Riverbed Technology, Inc. as of December 31, 2008 and 2007, and the related consolidated statements of operations, preferred stock and stockholders
equity (deficit) and cash flows for each of the three years in the period ended December 31, 2008. Our audits also included the financial statement schedule listed in the index at Item 15(b). These financial statements and schedule
are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Riverbed
Technology, Inc. at December 31, 2008 and 2007, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2008, in conformity with U.S. generally accepted accounting
principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects, the information set forth therein.

As discussed in Note 1 to the consolidated financial statements, under the heading Income Taxes, the Company adopted Financial Accounting Standards Board (FASB)
Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109,effective January 1, 2007.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Riverbed Technology, Inc.s
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 and our report dated
February 20, 2009 expressed an unqualified opinion thereon.

/s/    ERNST & YOUNG LLP

San Francisco, California

February 20, 2009



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REPORT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Board of
Directors and Stockholders

Riverbed Technology, Inc.

We have audited Riverbed Technology Inc.s 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 (the COSO criteria). Riverbed Technology, Inc.s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of
internal control over financial reporting which is contained in Part I, Item 9A of this Annual Report on From 10-K under the heading Managements Report on Internal Control Over Financial Reporting. Our responsibility is to
express an opinion on the Companys internal control over financial reporting based on our audit.

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

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

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

In our opinion, Riverbed Technology, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008
based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the consolidated balance sheets of Riverbed Technology, Inc. as of December 31, 2008 and 2007, and the related consolidated statements of operations, preferred stock and stockholders equity (deficit) and cash flows for each of
the three years in the period ended December 31, 2008 and our report dated February 20, 2009 expressed an unqualified opinion thereon.

/s/    Ernst & Young LLP

San Francisco, California

February 20, 2009



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RIVERBED TECHNOLOGY, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands)



|                                                                                                                                                                                           |  |                    |         |   |      |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------ | ------- | - | ---- | - | ------- | -
|                                                                                                                                                                                           |  | As of December 31, |        
|                                                                                                                                                                                           |  | 2008               |         |   | 2007 |  
|ASSETS                                                                                                                                                                                     |  |                    |         |   |      |   |         |  
|Current assets:                                                                                                                                                                            |  |                    |         |   |      |   |         |  
|Cash and cash equivalents                                                                                                                                                                  |  | $                  | 95,378  |   |      | $ | 162,979 |  
|Marketable securities                                                                                                                                                                      |  |                    | 172,398 |   |      |   | 83,103  |  
|Trade receivables, net of allowances of $770 and $734 as of December 31, 2008 and 2007, respectively                                                                                       |  |                    | 46,839  |   |      |   | 50,072  |  
|Inventory                                                                                                                                                                                  |  |                    | 10,637  |   |      |   | 9,413   |  
|Prepaid expenses and other current assets                                                                                                                                                  |  |                    | 6,713   |   |      |   | 6,409   |  
|Deferred tax asset                                                                                                                                                                         |  |                    | 6,185   |   |      |   |        |  
|                                                                                                                                                                                           |  |                    |         |   |      |   |         |  
|Total current assets                                                                                                                                                                       |  |                    | 338,150 |   |      |   | 311,976 |  
|                                                                                                                                                                                           |  |                    |         |   |      |   |         |  
|Fixed assets, net                                                                                                                                                                          |  |                    | 21,993  |   |      |   | 18,826  |  
|Deferred tax asset, non-current                                                                                                                                                            |  |                    | 27,033  |   |      |   |        |  
|Other long-term assets                                                                                                                                                                     |  |                    | 11,341  |   |      |   | 6,800   |  
|                                                                                                                                                                                           |  |                    |         |   |      |   |         |  
|Total assets                                                                                                                                                                               |  | $                  | 398,517 |   |      | $ | 337,602 |  
|                                                                                                                                                                                           |  |                    |         |   |      |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                       |  |                    |         |   |      |   |         |  
|Current liabilities:                                                                                                                                                                       |  |                    |         |   |      |   |         |  
|Accounts payable                                                                                                                                                                           |  | $                  | 18,290  |   |      | $ | 20,325  |  
|Accrued compensation and benefits                                                                                                                                                          |  |                    | 13,137  |   |      |   | 14,290  |  
|Other accrued liabilities                                                                                                                                                                  |  |                    | 13,342  |   |      |   | 9,381   |  
|Deferred revenue                                                                                                                                                                           |  |                    | 45,194  |   |      |   | 26,845  |  
|                                                                                                                                                                                           |  |                    |         |   |      |   |         |  
|Total current liabilities                                                                                                                                                                  |  |                    | 89,963  |   |      |   | 70,841  |  
|                                                                                                                                                                                           |  |                    |         |   |      |   |         |  
|Deferred revenue, non-current                                                                                                                                                              |  |                    | 12,967  |   |      |   | 6,634   |  
|Other long-term liabilities                                                                                                                                                                |  |                    | 1,758   |   |      |   | 409     |  
|                                                                                                                                                                                           |  |                    |         |   |      |   |         |  
|Total long-term liabilities                                                                                                                                                                |  |                    | 14,725  |   |      |   | 7,043   |  
|                                                                                                                                                                                           |  |                    |         |   |      |   |         |  
|Commitments and contingencies                                                                                                                                                              |  |                    |         |   |      |   |         |  
|Stockholders equity:                                                                                                                                                                      |  |                    |         |   |      |   |         |  
|Preferred stock, $0.0001 par value  30,000 shares authorized, no shares outstanding                                                                                                       |  |                    |        |   |      |   |        |  
|Common stock and additional paid-in-capital; $0.0001 par value  600,000 shares authorized; 69,145 and 71,332 shares issued and outstanding as of
December 31, 2008 and 2007, respectively |  |                    | 316,847 |   |      |   | 295,487 |  
|Deferred stock-based compensation                                                                                                                                                          |  |                    | (965    | ) |      |   | (3,287  | )
|Accumulated deficit                                                                                                                                                                        |  |                    | (21,934 | ) |      |   | (32,535 | )
|Accumulated other comprehensive income (loss)                                                                                                                                              |  |                    | (119    | ) |      |   | 53      |  
|                                                                                                                                                                                           |  |                    |         |   |      |   |         |  
|Total stockholders equity                                                                                                                                                                 |  |                    | 293,829 |   |      |   | 259,718 |  
|                                                                                                                                                                                           |  |                    |         |   |      |   |         |  
|Total liabilities and stockholders equity                                                                                                                                                 |  | $                  | 398,517 |   |      | $ | 337,602 |  
|                                                                                                                                                                                           |  |                    |         |   |      |   |         |  

See Notes to Consolidated Financial Statements



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RIVERBED TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)



|                                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|------------------------------------------------------------ |  | ----------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                             |  | Year ended December 31, |        
|                                                             |  | 2008                    |         |   | 2007 |   |         | 2006 | 
|Revenue:                                                     |  |                         |         |   |      |   |         |      |  |   |         |  
|Product                                                      |  | $                       | 252,929 |   |      | $ | 196,622 |      |  | $ | 77,298  |  
|Support and services                                         |  |                         | 80,420  |   |      |   | 39,784  |      |  |   | 12,909  |  
|                                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|Total revenue                                                |  |                         | 333,349 |   |      |   | 236,406 |      |  |   | 90,207  |  
|                                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|Cost of revenue:                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|Cost of product                                              |  |                         | 60,439  |   |      |   | 51,068  |      |  |   | 25,174  |  
|Cost of support and services                                 |  |                         | 28,175  |   |      |   | 14,856  |      |  |   | 4,978   |  
|                                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|Total cost of revenue                                        |  |                         | 88,614  |   |      |   | 65,924  |      |  |   | 30,152  |  
|                                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|Gross profit                                                 |  |                         | 244,735 |   |      |   | 170,482 |      |  |   | 60,055  |  
|                                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|Operating expenses:                                          |  |                         |         |   |      |   |         |      |  |   |         |  
|Sales and marketing                                          |  |                         | 140,653 |   |      |   | 95,652  |      |  |   | 48,080  |  
|Research and development                                     |  |                         | 58,658  |   |      |   | 39,696  |      |  |   | 19,215  |  
|General and administrative                                   |  |                         | 38,669  |   |      |   | 24,834  |      |  |   | 9,294   |  
|Other charges                                                |  |                         | 11,000  |   |      |   |        |      |  |   |        |  
|                                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|Total operating expenses                                     |  |                         | 248,980 |   |      |   | 160,182 |      |  |   | 76,589  |  
|                                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|Operating income (loss)                                      |  |                         | (4,245  | ) |      |   | 10,300  |      |  |   | (16,534 | )
|                                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|Other income (expense)                                       |  |                         |         |   |      |   |         |      |  |   |         |  
|Interest income                                              |  |                         | 6,806   |   |      |   | 10,068  |      |  |   | 2,096   |  
|Interest expense                                             |  |                         |        |   |      |   |        |      |  |   | (247    | )
|Other expense, net                                           |  |                         | (292    | ) |      |   | (335    | )    |  |   | (857    | )
|                                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|Total other income (expense)                                 |  |                         | 6,514   |   |      |   | 9,733   |      |  |   | 992     |  
|                                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|Income (loss) before provision for income taxes              |  |                         | 2,269   |   |      |   | 20,033  |      |  |   | (15,542 | )
|Provision (benefit) for income taxes                         |  |                         | (8,332  | ) |      |   | 5,235   |      |  |   | 303     |  
|                                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|Net income (loss)                                            |  | $                       | 10,601  |   |      | $ | 14,798  |      |  | $ | (15,845 | )
|                                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|Net income (loss) per common share:                          |  |                         |         |   |      |   |         |      |  |   |         |  
|Basic                                                        |  | $                       | 0.15    |   |      | $ | 0.22    |      |  | $ | (0.59   | )
|                                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|Diluted                                                      |  | $                       | 0.14    |   |      | $ | 0.20    |      |  | $ | (0.59   | )
|                                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|Shares used in computing net income (loss) per common share: |  |                         |         |   |      |   |         |      |  |   |         |  
|Basic                                                        |  |                         | 70,757  |   |      |   | 68,020  |      |  |   | 26,977  |  
|                                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|Diluted                                                      |  |                         | 73,267  |   |      |   | 73,244  |      |  |   | 26,977  |  
|                                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|Stock-based compensation expense included in above:          |  |                         |         |   |      |   |         |      |  |   |         |  
|Cost of product                                              |  | $                       | 182     |   |      | $ | 101     |      |  | $ |        |  
|Cost of support and services                                 |  |                         | 4,487   |   |      |   | 2,576   |      |  |   | 520     |  
|Sales and marketing                                          |  |                         | 23,583  |   |      |   | 15,160  |      |  |   | 4,636   |  
|Research and development                                     |  |                         | 13,003  |   |      |   | 8,593   |      |  |   | 2,541   |  
|General and administrative                                   |  |                         | 9,153   |   |      |   | 5,371   |      |  |   | 1,521   |  
|                                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|Total stock-based compensation expense                       |  | $                       | 50,408  |   |      | $ | 31,801  |      |  | $ | 9,218   |  
|                                                             |  |                         |         |   |      |   |         |      |  |   |         |  

See Notes to Consolidated Financial Statements



59



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RIVERBED TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS EQUITY (DEFICIT)

For the Years Ended December 31, 2008, 2007 and 2006

(in thousands)



|                                                                           |  |                            |   |  |        |         |                                           |  |  |                                 |        |   |                    |   |         |                                            |  |   |        |   |  |   |         |   |  |   |     |   |  |   |         |  
|-------------------------------------------------------------------------- |  | -------------------------- | - |  | ------ | ------- | ----------------------------------------- |  |  | ------------------------------- | ------ | - | ------------------ | - | ------- | ------------------------------------------ |  | - | ------ | - |  | - | ------- | - |  | - | --- | - |  | - | ------- | -
|                                                                           |  | ConvertiblePreferred Stock |   |  |        |         | Common Stockand AdditionalPaid-in-Capital |  |  | DeferredStock-BasedCompensation |        |   | AccumulatedDeficit |   |         | AccumulatedOtherComprehensiveIncome (Loss) |  |   | Total  |  
|                                                                           |  | Shares                     |   |  | Amount |         |                                           |  |  | Shares                          |        |   | Amount             |   |         |                                            |  |   |        |   |  |   |         |   |  |  
|Balance at December 31, 2005                                               |  | 35,704                     |   |  | $      | 36,385  |                                           |  |  |                                 | 16,721 |   |                    | $ | 10,130  |                                            |  | $ | (8,495 | ) |  | $ | (31,488 | ) |  | $ | (58 | ) |  | $ | (29,911 | )
|Issuance of Series D preferred stock for cash net of issuance costs of $85 |  | 3,738                      |   |  |        | 19,915  |                                           |  |  |                                 |       |   |                    |   |        |                                            |  |   |       |   |  |   |        |   |  |   |    |   |  |   |        |  
|Preferred stock converted to common at IPO                                 |  | (39,442                    | ) |  |        | (56,300 | )                                         |  |  |                                 | 39,442 |   |                    |   | 56,300  |                                            |  |   |       |   |  |   |        |   |  |   |    |   |  |   | 56,300  |  
|Proceeds from IPO, net of expenses                                         |  |                           |   |  |        |        |                                           |  |  |                                 | 9,990  |   |                    |   | 87,496  |                                            |  |   |       |   |  |   |        |   |  |   |    |   |  |   | 87,496  |  
|Stock options exercised                                                    |  |                           |   |  |        |        |                                           |  |  |                                 | 254    |   |                    |   | 213     |                                            |  |   |       |   |  |   |        |   |  |   |    |   |  |   | 213     |  
|Stock options repurchased                                                  |  |                           |   |  |        |        |                                           |  |  |                                 | (325   | ) |                    |   | (34     | )                                          |  |   |       |   |  |   |        |   |  |   |    |   |  |   | (34     | )
|Reclassification of options exercised but not vested                       |  |                           |   |  |        |        |                                           |  |  |                                 |       |   |                    |   | 263     |                                            |  |   |       |   |  |   |        |   |  |   |    |   |  |   | 263     |  
|Reclassification of warrant liability upon IPO                             |  |                           |   |  |        |        |                                           |  |  |                                 |       |   |                    |   | 1,238   |                                            |  |   |       |   |  |   |        |   |  |   |    |   |  |   | 1,238   |  
|Warrant exercise                                                           |  |                           |   |  |        |        |                                           |  |  |                                 | 98     |   |                    |   |        |                                            |  |   |       |   |  |   |        |   |  |   |    |   |  |   |        |  
|Amortization of deferred stock-based compensation                          |  |                           |   |  |        |        |                                           |  |  |                                 |       |   |                    |   | (389    | )                                          |  |   | 2,791  |   |  |   |        |   |  |   |    |   |  |   | 2,402   |  
|Stock-based compensation                                                   |  |                           |   |  |        |        |                                           |  |  |                                 |       |   |                    |   | 6,816   |                                            |  |   |       |   |  |   |        |   |  |   |    |   |  |   | 6,816   |  
|Comprehensive loss:                                                        |  |                            |   |  |        |         |                                           |  |  |                                 |        |   |                    |   |         |                                            |  |   |        |   |  |   |         |   |  |   |     |   |  |   |         |  
|Currency translation adjustments                                           |  |                           |   |  |        |        |                                           |  |  |                                 |       |   |                    |   |        |                                            |  |   |       |   |  |   |        |   |  |   | 42  |   |  |   | 42      |  
|Net loss                                                                   |  |                           |   |  |        |        |                                           |  |  |                                 |       |   |                    |   |        |                                            |  |   |       |   |  |   | (15,845 | ) |  |   |    |   |  |   | (15,845 | )
|                                                                           |  |                            |   |  |        |         |                                           |  |  |                                 |        |   |                    |   |         |                                            |  |   |        |   |  |   |         |   |  |   |     |   |  |   |         |  
|Comprehensive loss                                                         |  |                           |   |  |        |        |                                           |  |  |                                 |       |   |                    |   |        |                                            |  |   |       |   |  |   |        |   |  |   |    |   |  |   | (15,803 | )
|                                                                           |  |                            |   |  |        |         |                                           |  |  |                                 |        |   |                    |   |         |                                            |  |   |        |   |  |   |         |   |  |   |     |   |  |   |         |  
|Balance at December 31, 2006                                               |  |                           |   |  | $      |        |                                           |  |  |                                 | 66,180 |   |                    | $ | 162,033 |                                            |  | $ | (5,704 | ) |  | $ | (47,333 | ) |  | $ | (16 | ) |  | $ | 108,980 |  
|                                                                           |  |                            |   |  |        |         |                                           |  |  |                                 |        |   |                    |   |         |                                            |  |   |        |   |  |   |         |   |  |   |     |   |  |   |         |  

See Notes to Consolidated Financial Statements



60



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RIVERBED TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS EQUITY (DEFICIT)

For the Years Ended
December 31, 2008, 2007 and 2006  (Continued)

(in thousands)



|                                                        |  |                            |  |        |   |                                           |  |        |                                 |        |   |                    |   |  |                                            |        |   |       |   |         |   |  |   |     |   |  |   |         |  
|------------------------------------------------------- |  | -------------------------- |  | ------ | - | ----------------------------------------- |  | ------ | ------------------------------- | ------ | - | ------------------ | - |  | ------------------------------------------ | ------ | - | ----- | - | ------- | - |  | - | --- | - |  | - | ------- | -
|                                                        |  | ConvertiblePreferred Stock |  |        |   | Common Stockand AdditionalPaid-in-Capital |  |        | DeferredStock-BasedCompensation |        |   | AccumulatedDeficit |   |  | AccumulatedOtherComprehensiveIncome (Loss) |        |   | Total |  
|                                                        |  | Shares                     |  | Amount |   |                                           |  | Shares |                                 | Amount |   |                    |   |  |                                            |        |   |       |   |         |   |  |  
|Proceeds from follow-on stock offering, net of expenses |  |                           |  | $      |  |                                           |  |        | 2,855                           |        | $ | 87,681             |   |  | $                                          |       |   |       | $ |        |   |  | $ |    |   |  | $ | 87,681  |  
|Stock issued under the Purchase Plan                    |  |                           |  |        |  |                                           |  |        | 734                             |        |   | 6,733              |   |  |                                            |       |   |       |   |        |   |  |   |    |   |  |   | 6,733   |  
|Stock options exercised                                 |  |                           |  |        |  |                                           |  |        | 1,531                           |        |   | 5,059              |   |  |                                            |       |   |       |   |        |   |  |   |    |   |  |   | 5,059   |  
|Reclassification of options exercised but not vested    |  |                           |  |        |  |                                           |  |        |                                |        |   | 313                |   |  |                                            |       |   |       |   |        |   |  |   |    |   |  |   | 313     |  
|Warrant exercise                                        |  |                           |  |        |  |                                           |  |        | 32                              |        |   |                   |   |  |                                            |       |   |       |   |        |   |  |   |    |   |  |   |        |  
|Tax benefit from employee stock plans                   |  |                           |  |        |  |                                           |  |        |                                |        |   | 4,284              |   |  |                                            |       |   |       |   |        |   |  |   |    |   |  |   | 4,284   |  
|Amortization of deferred stock-based compensation       |  |                           |  |        |  |                                           |  |        |                                |        |   | (146               | ) |  |                                            | 2,417  |   |       |   |        |   |  |   |    |   |  |   | 2,271   |  
|Stock-based compensation                                |  |                           |  |        |  |                                           |  |        |                                |        |   | 29,530             |   |  |                                            |       |   |       |   |        |   |  |   |    |   |  |   | 29,530  |  
|Comprehensive income:                                   |  |                            |  |        |   |                                           |  |        |                                 |        |   |                    |   |  |                                            |        |   |       |   |         |   |  |   |     |   |  |   |         |  
|Currency translation adjustments                        |  |                           |  |        |  |                                           |  |        |                                |        |   |                   |   |  |                                            |       |   |       |   |        |   |  |   | 84  |   |  |   | 84      |  
|Unrealized loss on marketable securities                |  |                            |  |        |   |                                           |  |        |                                 |        |   |                    |   |  |                                            |        |   |       |   |         |   |  |   | (15 | ) |  |   | (15     | )
|Net income                                              |  |                           |  |        |  |                                           |  |        |                                |        |   |                   |   |  |                                            |       |   |       |   | 14,798  |   |  |   |    |   |  |   | 14,798  |  
|                                                        |  |                            |  |        |   |                                           |  |        |                                 |        |   |                    |   |  |                                            |        |   |       |   |         |   |  |   |     |   |  |   |         |  
|Comprehensive income                                    |  |                           |  |        |  |                                           |  |        |                                |        |   |                   |   |  |                                            |       |   |       |   |        |   |  |   |    |   |  |   | 14,867  |  
|                                                        |  |                            |  |        |   |                                           |  |        |                                 |        |   |                    |   |  |                                            |        |   |       |   |         |   |  |   |     |   |  |   |         |  
|Balance at December 31, 2007                            |  |                           |  | $      |  |                                           |  |        | 71,332                          |        | $ | 295,487            |   |  | $                                          | (3,287 | ) |       | $ | (32,535 | ) |  | $ | 53  |   |  | $ | 259,718 |  
|                                                        |  |                            |  |        |   |                                           |  |        |                                 |        |   |                    |   |  |                                            |        |   |       |   |         |   |  |   |     |   |  |   |         |  

See Notes to Consolidated Financial Statements



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RIVERBED TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS EQUITY (DEFICIT)

For the Years Ended
December 31, 2008, 2007 and 2006  (Continued)

(in thousands)



|                                                     |  |                            |  |        |   |                                           |  |        |                                 |   |        |                    |         |   |                                            |   |       |       |  |   |         |   |  |   |      |   |  |   |         |  
|---------------------------------------------------- |  | -------------------------- |  | ------ | - | ----------------------------------------- |  | ------ | ------------------------------- | - | ------ | ------------------ | ------- | - | ------------------------------------------ | - | ----- | ----- |  | - | ------- | - |  | - | ---- | - |  | - | ------- | -
|                                                     |  | ConvertiblePreferred Stock |  |        |   | Common Stockand AdditionalPaid-in-Capital |  |        | DeferredStock-BasedCompensation |   |        | AccumulatedDeficit |         |   | AccumulatedOtherComprehensiveIncome (Loss) |   |       | Total | 
|                                                     |  | Shares                     |  | Amount |   |                                           |  | Shares |                                 |   | Amount |                    |         |   |                                            |   |       |       |  |   |         |   |  |  
|Repurchase of common stock                           |  |                           |  | $      |  |                                           |  |        | (4,028                          | ) |        | $                  | (49,992 | ) |                                            | $ |      |       |  | $ |        |   |  | $ |     |   |  | $ | (49,992 | )
|Stock issued under the Purchase Plan                 |  |                           |  |        |  |                                           |  |        | 910                             |   |        |                    | 8,599   |   |                                            |   |      |       |  |   |        |   |  |   |     |   |  |   | 8,599   |  
|Stock options exercised                              |  |                           |  |        |  |                                           |  |        | 973                             |   |        |                    | 2,993   |   |                                            |   |      |       |  |   |        |   |  |   |     |   |  |   | 2,993   |  
|Stock options repurchased                            |  |                           |  |        |  |                                           |  |        | (42                             | ) |        |                    | (27     | ) |                                            |   |      |       |  |   |        |   |  |   |     |   |  |   | (27     | )
|Reclassification of options exercised but not vested |  |                           |  |        |  |                                           |  |        |                                |   |        |                    | 250     |   |                                            |   |      |       |  |   |        |   |  |   |     |   |  |   | 250     |  
|Tax benefit from employee stock plans                |  |                           |  |        |  |                                           |  |        |                                |   |        |                    | 11,451  |   |                                            |   |      |       |  |   |        |   |  |   |     |   |  |   | 11,451  |  
|Amortization of deferred stock-based compensation    |  |                           |  |        |  |                                           |  |        |                                |   |        |                    | (364    | ) |                                            |   | 2,322 |       |  |   |        |   |  |   |     |   |  |   | 1,958   |  
|Stock-based compensation                             |  |                           |  |        |  |                                           |  |        |                                |   |        |                    | 48,450  |   |                                            |   |      |       |  |   |        |   |  |   |     |   |  |   | 48,450  |  
|Comprehensive income:                                |  |                            |  |        |   |                                           |  |        |                                 |   |        |                    |         |   |                                            |   |       |       |  |   |         |   |  |   |      |   |  |   |         |  
|Currency translation adjustments                     |  |                           |  |        |  |                                           |  |        |                                |   |        |                    |        |   |                                            |   |      |       |  |   |        |   |  |   | (476 | ) |  |   | (476    | )
|Unrealized gain on marketable securities, net of tax |  |                            |  |        |   |                                           |  |        |                                 |   |        |                    |         |   |                                            |   |       |       |  |   |         |   |  |   | 304  |   |  |   | 304     |  
|Net income                                           |  |                           |  |        |  |                                           |  |        |                                |   |        |                    |        |   |                                            |   |      |       |  |   | 10,601  |   |  |   |     |   |  |   | 10,601  |  
|                                                     |  |                            |  |        |   |                                           |  |        |                                 |   |        |                    |         |   |                                            |   |       |       |  |   |         |   |  |   |      |   |  |   |         |  
|Comprehensive income                                 |  |                           |  |        |  |                                           |  |        |                                |   |        |                    |        |   |                                            |   |      |       |  |   |        |   |  |   |     |   |  |   | 10,429  |  
|                                                     |  |                            |  |        |   |                                           |  |        |                                 |   |        |                    |         |   |                                            |   |       |       |  |   |         |   |  |   |      |   |  |   |         |  
|Balance at December 31, 2008                         |  |                           |  | $      |  |                                           |  |        | 69,145                          |   |        | $                  | 316,847 |   |                                            | $ | (965  | )     |  | $ | (21,934 | ) |  | $ | (119 | ) |  | $ | 293,829 |  
|                                                     |  |                            |  |        |   |                                           |  |        |                                 |   |        |                    |         |   |                                            |   |       |       |  |   |         |   |  |   |      |   |  |   |         |  

See Notes to Consolidated Financial Statements



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RIVERBED TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)



|                                                                                         |  |                         |          |   |      |   |          |      |  |   |         |  
|---------------------------------------------------------------------------------------- |  | ----------------------- | -------- | - | ---- | - | -------- | ---- |  | - | ------- | -
|                                                                                         |  | Year ended December 31, |         
|                                                                                         |  | 2008                    |          |   | 2007 |   |          | 2006 | 
|Operating Activities:                                                                    |  |                         |          |   |      |   |          |      |  |   |         |  
|Net income (loss)                                                                        |  | $                       | 10,601   |   |      | $ | 14,798   |      |  | $ | (15,845 | )
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |  |                         |          |   |      |   |          |      |  |   |         |  
|Depreciation and amortization                                                            |  |                         | 10,506   |   |      |   | 5,052    |      |  |   | 2,037   |  
|Stock-based compensation                                                                 |  |                         | 50,408   |   |      |   | 31,801   |      |  |   | 9,218   |  
|Revaluation and amortization of warrants                                                 |  |                         |         |   |      |   |         |      |  |   | 683     |  
|Deferred taxes                                                                           |  |                         | (32,619  | ) |      |   |         |      |  |   |        |  
|Excess tax benefit from employee stock plans                                             |  |                         | (4,909   | ) |      |   | (850     | )    |  |   |        |  
|Changes in operating assets and liabilities:                                             |  |                         |          |   |      |   |          |      |  |   |         |  
|Trade receivables                                                                        |  |                         | 1,926    |   |      |   | (32,265  | )    |  |   | (12,792 | )
|Inventory                                                                                |  |                         | (6,040   | ) |      |   | (5,160   | )    |  |   | (5,186  | )
|Prepaid expenses and other assets                                                        |  |                         | (190     | ) |      |   | (1,614   | )    |  |   | (3,887  | )
|Accounts payable and other current liabilities                                           |  |                         | 4,878    |   |      |   | 16,893   |      |  |   | 12,362  |  
|Income taxes payable                                                                     |  |                         | 11,499   |   |      |   | 4,597    |      |  |   | 224     |  
|Deferred revenue                                                                         |  |                         | 25,386   |   |      |   | 14,916   |      |  |   | 13,483  |  
|                                                                                         |  |                         |          |   |      |   |          |      |  |   |         |  
|Net cash provided by operating activities                                                |  |                         | 71,446   |   |      |   | 48,168   |      |  |   | 297     |  
|                                                                                         |  |                         |          |   |      |   |          |      |  |   |         |  
|Investing Activities:                                                                    |  |                         |          |   |      |   |          |      |  |   |         |  
|Capital expenditures                                                                     |  |                         | (12,406  | ) |      |   | (9,708   | )    |  |   | (5,110  | )
|Purchase of available for sale securities                                                |  |                         | (424,864 | ) |      |   | (129,099 | )    |  |   | (3,999  | )
|Proceeds from sales of available for sale securities                                     |  |                         | 161,517  |   |      |   | 39,000   |      |  |   |        |  
|Proceeds from maturities of available for sale securities                                |  |                         | 174,538  |   |      |   | 10,980   |      |  |   |        |  
|Increase in other assets                                                                 |  |                         | (3,840   | ) |      |   | (2,100   | )    |  |   | (1,400  | )
|                                                                                         |  |                         |          |   |      |   |          |      |  |   |         |  
|Net cash used in investing activities                                                    |  |                         | (105,055 | ) |      |   | (90,927  | )    |  |   | (10,509 | )
|                                                                                         |  |                         |          |   |      |   |          |      |  |   |         |  
|Financing Activities:                                                                    |  |                         |          |   |      |   |          |      |  |   |         |  
|Proceeds from issuance of convertible preferred stock, net of issuance costs             |  |                         |         |   |      |   |         |      |  |   | 19,915  |  
|Proceeds from public offerings, net of expenses                                          |  |                         |         |   |      |   | 87,681   |      |  |   | 87,496  |  
|Proceeds from issuance of common stock under employee stock plans, net of repurchases    |  |                         | 11,565   |   |      |   | 11,792   |      |  |   | 179     |  
|Payments for repurchases of common stock                                                 |  |                         | (49,992  | ) |      |   |         |      |  |   | (2,500  | )
|Excess tax benefit from employee stock plans                                             |  |                         | 4,909    |   |      |   | 850      |      |  |   |        |  
|                                                                                         |  |                         |          |   |      |   |          |      |  |   |         |  
|Net cash provided by (used in) financing activities                                      |  |                         | (33,518  | ) |      |   | 100,323  |      |  |   | 105,090 |  
|                                                                                         |  |                         |          |   |      |   |          |      |  |   |         |  
|Effect of exchange rate changes on cash and cash equivalents                             |  |                         | (474     | ) |      |   | 85       |      |  |   | 42      |  
|                                                                                         |  |                         |          |   |      |   |          |      |  |   |         |  
|Net increase (decrease) in cash and cash equivalents                                     |  |                         | (67,601  | ) |      |   | 57,649   |      |  |   | 94,920  |  
|Cash and cash equivalents at beginning of period                                         |  |                         | 162,979  |   |      |   | 105,330  |      |  |   | 10,410  |  
|                                                                                         |  |                         |          |   |      |   |          |      |  |   |         |  
|Cash and cash equivalents at end of period                                               |  | $                       | 95,378   |   |      | $ | 162,979  |      |  | $ | 105,330 |  
|                                                                                         |  |                         |          |   |      |   |          |      |  |   |         |  
|Supplemental schedule of cash flow data:                                                 |  |                         |          |   |      |   |          |      |  |   |         |  
|Cash paid for interest                                                                   |  | $                       | 6        |   |      | $ |         |      |  | $ | 206     |  
|Cash paid for income taxes                                                               |  |                         | 11,994   |   |      |   | 464      |      |  |   | 79      |  

See Notes to Consolidated Financial Statements



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RIVERBED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    ORGANIZATION AND SIGNIFICANT ACCOUNTING
POLICIES

Organization

Riverbed Technology, Inc. was
founded on May 23, 2002 and has developed a comprehensive solution to the fundamental problems of wide-area distributed computing. Our products enable our customers simply and efficiently to improve the performance of their applications and
access to their data over wide area networks (WANs).

Public Offerings

In September 2006, we completed our initial public offering (IPO) of common stock in which we sold and issued 9,990,321 shares of our common stock, including 1,290,321 shares sold by us pursuant to the underwriters
exercise of their over-allotment option, at an issue price of $9.75 per share. We raised a total of $97.4 million in gross proceeds from the IPO, or approximately $87.5 million in net proceeds after deducting underwriting discounts and commissions
of $6.8 million and other offering costs of $3.1 million. Upon the closing of the IPO, all shares of convertible preferred stock outstanding automatically converted into 39,441,439 shares of common stock.

In February 2007, we completed a follow-on public offering of common stock in which we sold and issued 2,854,671 shares of our common stock, including 250,000
shares sold by us pursuant to the underwriters partial exercise of their over-allotment option, at an issue price of $32.50 per share. As a result of the offering, we raised a total of $92.8 million in gross proceeds, or approximately $87.7
million in net proceeds after deducting underwriting discounts and commissions of $4.2 million and other offering costs of $0.9 million.

Significant Accounting
Policies

Basis of Financial Statements

The
consolidated financial statements include our accounts and the accounts of our wholly owned subsidiaries. Intercompany transactions and balances have been eliminated.

Reclassifications

Certain reclassifications have been made to prior year amounts to conform to the current year presentation.

Use of Estimates

Our consolidated financial
statements are prepared in accordance with U.S. generally accepted accounting principles (GAAP). These accounting principles require us to make certain estimates and judgments that can affect the reported amounts of assets and liabilities as of the
date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Significant estimates and assumptions made by management include the determination of the fair value of stock awards
issued, the allowance for doubtful accounts, inventory valuation and the accounting for income taxes, including the determination of the timing of the release of our valuation allowance related to our deferred tax asset balances. We believe that the
estimates and judgments upon which we rely are reasonable based upon information available to us at the time that these estimates and judgments are made. To the extent there are material differences between these estimates and actual results, our
consolidated financial statements will be affected.



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RIVERBED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



Revenue Recognition

Our software is integrated on appliance hardware and is essential to the functionality of the product. As
a result, we account for revenue in accordance with Statement of Position (SOP) 97-2, Software Revenue Recognition, as amended by SOP 98-9, Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain
Transactions, for all transactions involving the sale of software. We recognize product revenue when all of the following have occurred: (1) we have entered into a legally binding arrangement with a customer; (2) delivery has occurred,
which is when product title transfers to the customer; (3) customer payment is deemed fixed or determinable and free of contingencies and significant uncertainties; and (4) collection is probable.

Product revenue consists of revenue from sales of our appliances and software licenses. Product sales include a perpetual license to our software. Product revenue
is generally recognized upon transfer of title at shipment, assuming all other revenue recognition criteria are met. Shipping charges billed to customers are included in product revenue and the related shipping costs are included in cost of product
revenue. Product revenue on sales to channel partners is recorded once we have received persuasive evidence of an end-user and all other revenue recognition criteria have been met.

Substantially all of our product sales have been sold in combination with support services, which consist of software updates and support. Software updates provide
customers with rights to unspecified software product upgrades and to maintenance releases and patches released during the term of the support period. Support includes access to technical support personnel and content via the internet and telephone.
Support services also include an extended warranty for the repair or replacement of defective hardware. Revenue for support services is recognized on a straight-line basis over the service contract term, which is typically one year.

We use the residual method to recognize revenue when a product agreement includes one or more elements to be delivered at a future date and vendor specific
objective evidence (VSOE), of the fair value of all undelivered elements exists. Through December 31, 2008, in virtually all of our contracts, the only element that remained undelivered at the time of delivery of the product was support
services. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the contract fee is recognized as product revenue. If evidence of the fair value of one or more undelivered elements does not
exist, all revenue is generally deferred and recognized when delivery of those elements occurs or when fair value can be established. When the undelivered element for which we do not have a fair value is support, revenue for the entire arrangement
is bundled and recognized ratably over the support period. VSOE of fair value for elements of an arrangement is based upon the normal pricing and discounting practices for those services when sold separately, and VSOE for support services is
measured by the renewal rate offered to the customer.

Our fees are typically considered to be fixed or determinable at the inception of an
arrangement, generally based on specific products and quantities to be delivered. Substantially all of our contracts do not include rights of return or acceptance provisions. To the extent that our agreements contain such terms, we recognize revenue
once the acceptance provisions or right of return lapses. Payment terms to customers generally range from net 30 to 60 days. In the event payment terms are provided that differ from our standard business practices, the fees are deemed to not be
fixed or determinable and revenue is recognized when the payments become due, provided the remaining criteria for revenue recognition have been met.



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RIVERBED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



We assess the ability to collect from our customers based on a number of factors, including creditworthiness of the customer and past transaction history with the customer. If the customer is not deemed creditworthy, we defer
all revenue from the arrangement until payment is received and all other revenue recognition criteria have been met.

Stock-Based Compensation

Prior to January 1, 2006, we accounted for employee stock options using the intrinsic value method in accordance with Accounting
Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and Financial Accounting Standards Board Interpretation (FIN) 44, Accounting for Certain Transactions Involving Stock Compensation, an
Interpretation of APB No. 25, and had adopted the disclosure only provisions of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation,and SFAS No. 148, Accounting for
Stock-Based Compensation  Transition and Disclosure.

In accordance with APB 25, stock-based compensation expense, which is a non-cash
charge, resulted from stock option grants at exercise prices that, for financial reporting purposes, were deemed to be below the estimated fair value of the underlying common stock on the date of grant. As of December 31, 2005, deferred
stock-based compensation relative to these options was approximately $9.9 million, which is being amortized on a straight-line basis over the service period, which generally corresponds to the vesting period. As of December 31, 2008, total
compensation cost related to stock options granted under APB 25 but not yet recognized was approximately $965,000. During the years ended December 31, 2008, 2007 and 2006, we amortized $2.0 million, $2.3 million and $2.4 million, respectively,
of deferred compensation expense, net of reversals for terminations, related to these options.

Effective January 1, 2006, we adopted the fair
value recognition provisions of SFAS No. 123(R), Share-Based Payment, using the prospective transition method, which requires us to apply the provisions of SFAS No. 123(R) to new awards granted, and to awards modified, repurchased
or cancelled, after the effective date. New awards granted include stock options, restricted stock units (RSUs), and stock purchased under our Employee Stock Purchase Plan (the Purchase Plan). Under this method, stock-based compensation
expense recognized beginning January 1, 2006 is based on a combination of the following: (a) the grant-date fair value of stock option, RSU and employee stock purchase plan awards granted or modified after January 1, 2006; and
(b) the amortization of deferred stock-based compensation related to stock option awards granted prior to January 1, 2006, which was calculated using the intrinsic value method as previously permitted under APB 25.

Under SFAS No. 123(R), we estimated the fair value of stock options granted using the Black-Scholes option-pricing formula and a single option award approach.
This model utilizes the estimated fair value of common stock and requires that, at the date of grant, we use the expected term of the option, the expected volatility of the price of our common stock, risk free interest rates and expected dividend
yield of our common stock. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally four years.

On September 20, 2006, the effective date of the registration statement relating to our IPO, we implemented the Purchase Plan, which has a two year offering period and two purchases per year. The fair value of shares
granted under the Purchase Plan is amortized over the two year offering period. Under the Purchase Plan, employees may purchase shares of common stock through payroll



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RIVERBED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



deductions at a price per share that is 85% of the lesser of the fair market value of our common stock as of the beginning of an applicable offering period or the
applicable purchase date, with purchases generally every six months.

In the year ended December 31, 2008, we granted 856,700 RSUs. The fair
value of RSUs is based on the closing market price of our common stock on the date of grant and the related compensation expense, net of estimated forfeitures, is amortized on a straight-line basis over the service period of four years.

The fair value of options granted and Purchase Plan shares was estimated at the date of grant using the following assumptions:



|                                      |  |                         |  |             |  |            
|------------------------------------- |  | ----------------------- |  | ----------- |  | -----------
|                                      |  | Year ended December 31,
|                                      |  | 2008                    |  | 2007        |  | 2006       
|Employee Stock Options (1)            |  |                         |  |             |  |            
|Expected life in years                |  | 4.5                     |  | 4.5  6.0   |  | 4.5  6.1  
|Risk-free interest rate               |  | 2.5%  3.1%             |  | 3.4%  4.9% |  | 4.6%  5.1%
|Volatility                            |  | 50%  51%               |  | 51%  62%   |  | 62%  81%  
|Weighted average fair value of grants |  | $6.84                   |  | $17.54      |  | $6.07      
|Purchase Plan                         |  |                         |  |             |  |            
|Expected life in years                |  | 0.5  2.0               |  | 0.5  2.0   |  | 0.5  2.0  
|Risk-free interest rate               |  | 1.3%  2.4%             |  | 4.0%  5.0% |  | 4.8%  5.1%
|Volatility                            |  | 47%  71%               |  | 38%  46%   |  | 42%  47%  
|Weighted average fair value of grants |  | $5.09                   |  | $11.36      |  | $15.20     



|(1) | Assumptions used in 2008 exclude the assumptions used related to the modification accounting associated with the Tender Offer.
|--- | ------------------------------------------------------------------------------------------------------------------------------

The expected term represents the period that stock-based awards are expected to be outstanding. For the years ended December 31, 2008, 2007 and 2006, we have
elected to use the simplified method of determining the expected term of stock options as permitted by Securities and Exchange Commission (SEC) Staff Accounting Bulletin 107 and 110 due to our lack of sufficient historical exercise data. The
computation of expected volatility for the year ended December 31, 2008 is based on the historical volatility of comparable companies from a representative peer group selected based on industry, financial and market capitalization data. As
required by SFAS No. 123(R), management estimated expected forfeitures and is recognizing compensation costs only for those equity awards expected to vest.

During 2008, we filed a Tender Offer Statement on Schedule TO with the SEC pursuant to which we extended an offer to non-section 16 reporting employees to exchange up to an aggregate of 5,511,495 options to purchase shares of
our common stock, whether vested or unvested. Options granted prior to May 1, 2008 with an exercise price greater than 120% of the closing market price on April 30, 2008 were eligible to be tendered pursuant to the offer. The closing
market price on April 30, 2008 was $13.67. In accordance with the Tender Offer (the TO), the number of new options issued was based on an exchange ratio of 0.85 new shares for each share exchanged based on the number of options
tendered. A total of 5,246,325 options were tendered and cancelled, and a total of 4,459,392 options were granted on May 30, 2008 at $17.95 per share. The new options retain the vesting schedule of the options exchanged. The TO is subject to
modification accounting pursuant to SFAS No. 123(R) whereby the total compensation cost measured at the date of modification is the



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portion of the grant-date fair value of the original award for which the requisite service is expected to be rendered (or has already been rendered) at that date plus
the incremental cost resulting from the modification. The incremental cost resulting from the modification is measured as the excess of the fair value of the modified award over the fair value of the original award immediately before its terms
are modified. The incremental fair value of $5.5 million for the new awards was computed using an expected life of 2.5 years to 3.6 years, a risk-free interest rate of 2.4% to 2.6% and a volatility of 48% to 49%. The $407,000 incremental
fair value of the vested awards was recognized as compensation expense on the modification date in 2008. The $5.1 million incremental fair value of the unvested awards is being amortized over the remaining service period.

As of December 31, 2008, total compensation cost related to stock options granted under SFAS No. 123(R) to employees and directors but not yet recognized
was approximately $90.0 million, net of estimated forfeitures of $16.3 million. This cost will be recognized on a straight-line basis over the remaining weighted-average period of 2.7 years. Amortization in the years ended
December 31, 2008, 2007 and 2006 was $36.9 million, $18.9 million and $4.3 million, respectively.

As of December 31, 2008, total
unrecognized compensation cost related to nonvested RSUs granted under SFAS No. 123(R) to employees and directors but not yet recognized was approximately $8.5 million, net of estimated forfeitures of $1.8 million. This cost will be
recognized over the remaining weighted-average period of 3.4 years. Amortization in the year ended December 31, 2008 was $1.9 million and zero in the years ended December 31, 2007 and 2006, respectively.

As of December 31, 2008, there was $10.0 million, net of estimated forfeitures, left to be amortized under our Purchase Plan, which will be amortized over the
remaining Purchase Plan offering period, which is 19 months. Amortization in the years ended December 31, 2008, 2007 and 2006 was $9.6 million, $10.6 million and $2.5 million, respectively.

In accordance with SFAS No. 123(R), we have presented the cash-related tax benefits resulting from tax deductions in excess of the compensation cost
recognized for those options as financing cash flows for the years ended December 31, 2008 and 2007. Tax benefits presented as financing cash flows for the years ended December 31, 2008, 2007 and 2006 were $4.9 million, $850,000 and zero,
respectively. Tax benefits related to stock option exercises for options granted before the adoption of SFAS No. 123(R) are presented as operating cash flows.

Accounting for Income Taxes

We use the asset and liability method of accounting for income taxes in accordance with SFAS
No. 109, Accounting for Income Taxes. Under this method, income tax expenses or benefits are recognized for the amount of taxes payable or refundable for the current year and for deferred tax liabilities and assets for the expected tax
consequences of temporary differences between the tax bases of assets and liabilities for financial reporting purposes and amounts recognized for income tax purposes. The measurement of current and deferred tax assets and liabilities are based on
provisions of currently enacted tax laws. The effects of future changes in tax laws or rates are not contemplated.

As part of the process of
preparing our consolidated financial statements, we are required to estimate our income tax expense and tax contingencies in each of the tax jurisdictions in which we operate. This process involves estimating current income tax expense together with
assessing temporary differences in the treatment of items for tax purposes versus financial accounting purposes that may create net deferred tax assets and liabilities. We rely on management estimates and assumptions in preparing our income tax
provision.



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In the year ended December 31, 2007 and in prior years, in accordance with SFAS No. 109, we recorded a full valuation allowance because of the uncertainty of the realization of the deferred tax assets. In assessing
the need for a valuation allowance, we considered our historical levels of income, expectations of future taxable income and on going tax planning strategies.

As of December 31, 2008, management reevaluated the need for a full valuation allowance on its deferred tax assets as a result of cumulative profits generated in the most recent three year period as well as other positive
evidence. As a result of this evaluation, we concluded that it is more likely than not that we will generate sufficient taxable income to realize a significant portion of our deferred tax assets. Accordingly, we reversed the valuation allowance
against our domestic deferred tax assets and recorded a tax benefit of $11.7 million in 2008. This benefit was partially offset by a provision for income taxes of $3.4 million for 2008 related to federal, state and foreign taxes. We continue to
maintain a valuation allowance on certain foreign deferred tax assets.

To the extent we conclude that future taxable income and ongoing tax planning
strategies warrant the reversal of all or a portion of the remaining valuation allowance, which totaled $764,000 as of December 31, 2008, a reduction to the valuation allowance would result in additional income tax benefit in such period.

We are subject to periodic audits by the Internal Revenue Service and other taxing authorities. These audits may challenge certain tax positions we
have taken, such as the timing and amount of deductions and allocation of taxable income to the various tax jurisdictions. Income tax contingencies are accounted for in accordance with FASB Interpretation No. 48, Accounting for Uncertainty
in Income Taxes (FIN 48), and may require significant management judgment in estimating final outcomes. Actual results could differ materially from these estimates and could significantly affect the effective tax rate and cash flows in future
years. As of December 31, 2008, we have $1.6 million recorded for such contingencies and have recognized a decrease in our deferred tax asset of $594,000. We have elected to record interest and penalties recognized in accordance with FIN 48 in
the financial statements as a component of income taxes.

Inventory Valuation

Inventory consists of hardware and related component parts and is stated at the lower of cost (on a first-in, first-out basis) or market. A portion of our inventory
relates to evaluation units located at customer locations, as some of our customers test our equipment prior to purchasing. Inventory that is obsolete or in excess of our forecasted demand is written down to its estimated realizable value based on
historical usage, expected demand, and with respect to evaluation units, the historical conversion rate and age of the unit. Inherent in our estimates of market value in determining inventory valuation are estimates related to economic trends,
future demand for our products, the timing of new product introductions and technological obsolescence of our products. Inventory write-downs are reflected as an increase to the cost of product and amounted to approximately $6.0 million, $1.1
million and $1.5 million for the years ended December 31, 2008, 2007 and 2006, respectively.

Allowances for Doubtful Accounts

We make judgments as to our ability to collect outstanding receivables and provide allowances for the portion of trade receivables when collection becomes doubtful.
Provisions are made based upon a specific review of all significant outstanding receivables. For those receivables not specifically



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reviewed, provisions are provided at differing rates, based upon the age of the receivable. In determining these rates, we analyze our historical collection experience
and current economic trends. The allowance for doubtful accounts was $770,000 and $734,000 at December 31, 2008 and 2007, respectively.

Software
Development Costs

We account for costs incurred for computer software purchased or developed for internal use in accordance with Statement of
position 98-1 (SOP 98-1), Accounting for the Cost of Computer Software Developed or Obtained for Internal Use.SOP 98-1 requires companies to capitalize qualifying computer software costs, which are incurred during the application development
stage, and amortize them over the softwares estimated useful life.

We capitalized $3.5 million, $2.1 million and $1.3 million in internal use
software during the years ended December 31, 2008, 2007 and 2006, respectively. Amortization expense related to these assets totaled $1.1 million, $343,000 and $43,000 during the years ended December 31, 2008, 2007 and 2006, respectively.

Warranty Reserve

Upon shipment of products to our
customers, we provide for the estimated cost to repair or replace products that may be returned under warranty. Our warranty period is typically 12 months from the date of shipment to the end-user customer for hardware and 90 days for software.
For existing products, the reserve is estimated based on actual historical experience. For new products, the warranty reserve is based on historical experience of similar products until such time as sufficient historical data has been collected for
the new product. Our warranty liability was approximately $1.2 million and $1.1 million at December 31, 2008 and 2007, respectively.

The
following is a summary of the warranty reserve activity for the three years ended December 31, 2008:



|                                     |  |                         |        |   |      |   |        |      |  |   |       |  
|------------------------------------ |  | ----------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ----- | -
|                                     |  | Year ended December 31, |       
|(in thousands)                       |  | 2008                    |        |   | 2007 |   |        | 2006 | 
|Beginning balance                    |  | $                       | 1,089  |   |      | $ | 735    |      |  | $ | 138   |  
|Additions charged to operations      |  |                         | 1,745  |   |      |   | 2,120  |      |  |   | 1,226 |  
|Warranty costs provided to customers |  |                         | (1,629 | ) |      |   | (1,766 | )    |  |   | (629  | )
|                                     |  |                         |        |   |      |   |        |      |  |   |       |  
|Ending balance                       |  | $                       | 1,205  |   |      | $ | 1,089  |      |  | $ | 735   |  
|                                     |  |                         |        |   |      |   |        |      |  |   |       |  

Cash and Cash Equivalents

We consider all highly liquid investments purchased with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents are stated at cost, which approximates fair value.

Marketable Securities

We determine the appropriate
classification of investments in marketable securities at the time of purchase in accordance with SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, and reevaluate such determination at each balance sheet
date. The fair value of our



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marketable securities is determined in accordance with SFAS No. 157, Fair Value Measurements,which we adopted in 2008. SFAS No. 157 defines fair
value as the exit price in the principal market in which we would transact. Securities, which are classified as available for sale at December 31, 2008, 2007 and 2006, are carried at fair value, with the unrealized gains and losses, net of tax,
reported as a separate component of stockholders equity. Unrealized gains and losses to date have not been material. Realized gains and losses and declines in value judged by us to be other-than-temporary on securities available for sale are
included as a component of interest income (expense). The cost of securities sold is based on the specific-identification method. Interest on securities classified as available for sale is included as a component of interest income.

Deferred Inventory Costs

When our products have been delivered,
but the product revenue associated with the arrangement has been deferred as a result of not meeting the revenue recognition criteria in SOP 97-2, we also defer the related inventory costs for the delivered items in accordance with Accounting
Research Bulletin 43, Restatement and Revision of Accounting Research Bulletins. Deferred inventory costs amounted to approximately $2.2 million and $2.3 million at December 31, 2008 and 2007, respectively, and are included in prepaid
expenses and other current assets in the consolidated balance sheets.

Service Inventory

We hold service inventory that is used to repair or replace defective hardware reported by our customers who purchase support services. We classify service
inventory as other long term assets. At December 31, 2008 and 2007 our service inventory balance was $5.9 million and $2.5 million, respectively. In the years ended December 31, 2008 and 2007, we recognized $2.0 million and
$711,000, respectively, to cost of support and services relating to service inventory.

Concentrations of Risk

Financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash, cash equivalents, marketable securities, and trade
receivables. Investment policies have been implemented that limit investments to investment grade securities and the average portfolio maturity is less than six months. The risk with respect to trade receivables is mitigated by credit evaluations we
perform on our customers and by the diversification of our customer base. No customer represented more than 10% of our revenue for the years ended December 31, 2008, 2007 or 2006.

We outsource the production of our inventory to third-party manufacturers. We rely on purchase orders or long-term contracts with our contract manufacturers. At
December 31, 2008, we had no long-term contractual commitment with any manufacturer; however, we did have a 90 day commitment totaling $10.8 million.

Foreign Currency Translation

While the majority of our revenue contracts are denominated in U.S. dollars, we incur certain
operating expenses in various foreign currencies. The functional currency of our foreign operations is the local countrys currency. Consequently, expenses of operations outside the U.S. are translated into U.S. dollars using average exchange
rates for the period reported while assets and liabilities of operations outside the U.S. are translated into U.S. dollars using end of period exchange rates. Foreign currency translation adjustments not affecting net income are included in
stockholders equity



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as a component of accumulated other comprehensive income (loss) in the accompanying consolidated balance sheets. The revaluation effect of foreign currency
fluctuations on intercompany balances is recorded to foreign currency gain (loss) and included in other income (expense) in the accompanying consolidated statements of operations. Foreign currency losses included in other income (expense) for the
years ended December 31, 2008, 2007 and 2006, were $253,000, $349,000 and $219,000, respectively.

Comprehensive Income (Loss)

Comprehensive income (loss) consists of other comprehensive income (loss) and net income (loss). Other comprehensive income includes certain changes in equity that
are excluded from net loss. Specifically, cumulative foreign currency translation adjustments and unrealized gains (losses), net of tax, on marketable securities are included in accumulated other comprehensive income (loss). Comprehensive income
(loss) has been reflected in the consolidated statements of convertible preferred stock and stockholders equity (deficit).

Accumulated other
comprehensive income (loss) was ($119,000) and $53,000 at December 31, 2008 and 2007, respectively, resulting primarily from foreign currency translation adjustments.

Impairment of Long-Lived Assets

We review long-lived assets and identifiable intangible assets for impairment whenever events
or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. We assess these assets for impairment based on estimated undiscounted future cash flows from these assets. If the carrying value of the assets
exceeds the estimated future undiscounted cash flows, a loss is recorded for the excess of the assets carrying value over the fair value. To date we have not recognized any impairment loss for long-lived assets.

Advertising

Advertising costs are expensed as incurred. Adverting
expenses were $1.2 million, $2.4 million and $295,000 for the years ended December 31, 2008, 2007 and 2006, respectively.

Research and Development

All costs to develop our products are expensed as incurred.

2.    NET INCOME (LOSS) PER COMMON SHARE

Basic net income (loss) per common share is computed by dividing net
income (loss) by the weighted average number of vested common shares outstanding during the period. Diluted net income (loss) per common share is computed by giving effect to all potential dilutive common shares, including options, common stock
subject to repurchase, warrants and convertible preferred stock.



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The following table sets forth the computation of income (loss) per share:



|                                                     |  |                         |        |      |   |        |  |   |         |  
|---------------------------------------------------- |  | ----------------------- | ------ | ---- | - | ------ |  | - | ------- | -
|                                                     |  | Year ended December 31, |       
|(in thousands, except per share data)                |  | 2008                    |        | 2007 |   | 2006   | 
|Net income (loss)                                    |  | $                       | 10,601 |      | $ | 14,798 |  | $ | (15,845 | )
|                                                     |  |                         |        |      |   |        |  |   |         |  
|Weighted average common shares outstanding  basic   |  |                         | 70,757 |      |   | 68,020 |  |   | 26,977  |  
|Dilutive effect of employee stock plans              |  |                         | 2,510  |      |   | 5,224  |  |   |        |  
|                                                     |  |                         |        |      |   |        |  |   |         |  
|Weighted average common shares outstanding  diluted |  |                         | 73,267 |      |   | 73,244 |  |   | 26,977  |  
|                                                     |  |                         |        |      |   |        |  |   |         |  
|Basic net income (loss) per share                    |  | $                       | 0.15   |      | $ | 0.22   |  | $ | (0.59   | )
|                                                     |  |                         |        |      |   |        |  |   |         |  
|Diluted net income (loss) per share                  |  | $                       | 0.14   |      | $ | 0.20   |  | $ | (0.59   | )
|                                                     |  |                         |        |      |   |        |  |   |         |  

The following weighted average outstanding options and RSUs were excluded from the computation of diluted
net income (loss) per common share for the periods presented because including them would have had an anti-dilutive effect:



|                                                                                          |  |                         |  |       |  |       
|----------------------------------------------------------------------------------------- |  | ----------------------- |  | ----- |  | ------
|                                                                                          |  | Year ended December 31,
|(in thousands)                                                                            |  | 2008                    |  | 2007  |  | 2006  
|Stock options and awards outstanding:                                                     |  |                         |  |       |  |       
|In-the-money awards                                                                       |  |                        |  |      |  | 35,728
|Out-of-the-money awards                                                                   |  | 8,642                   |  | 3,440 |  | 157   
|                                                                                          |  |                         |  |       |  |       
|Total potential shares of common stock excluded from the computation of earning per share |  | 8,642                   |  | 3,440 |  | 35,885
|                                                                                          |  |                         |  |       |  |       

Stock options outstanding with an exercise price lower than our average stock price for the periods
presented, RSUs, and Plan Shares (In-the-money awards) that would otherwise have a dilutive effect under the treasury stock method, are excluded from the calculations of the diluted loss per share in periods with a loss since the effect
in such periods would have been anti-dilutive.

Stock options outstanding with an exercise price higher than our average stock price for the periods
presented, (Out-of-the-money awards) are excluded from the calculations of the diluted net income (loss) per share since the effect would have been anti-dilutive under the treasury stock method.

3.    CASH, CASH EQUIVALENTS AND MARKETABLE SECURITIES

Cash,
Cash Equivalents and Marketable Securities

Cash and cash equivalents consist primarily of highly liquid investments in money market mutual
funds, government sponsored enterprise obligations, treasury bills, commercial paper and other money market securities with remaining maturities at date of purchase of 90 days or less. The carrying value of cash and cash equivalents at
December 31, 2008 and 2007 was approximately $95.4 million and $163.0 million, and the weighted average interest rates were 2.6% and 5.0%, respectively. The carrying value approximates fair value at December 31, 2008 and 2007.

Marketable securities, which are classified as available for sale at December 31, 2008, are carried at fair value, with the unrealized gains and losses,
net of tax, reported as a separate component of stockholders equity. Marketable securities consist of U.S. government sponsored enterprise obligations, treasury bills and corporate bonds and notes. As of December 31, 2008, the fair



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value of our marketable securities is determined in accordance with SFAS No. 157, which defines fair value as the exit price in the principal market in which we
would transact. Under SFAS No. 157, level 1 instruments are valued based on quoted market prices in active markets and include treasury bills and money market funds. Level 2 instruments are valued based on quoted prices in markets
that are not active, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency and include corporate bonds and notes and government sponsored enterprise obligations. Level 3 instruments are valued based
on unobservable inputs that are supported by little or no market activity and reflect our own assumptions in measuring fair value. We have no level 3 instruments.

As of December 31, 2008, the fair value measurements of our cash and cash equivalents, and marketable securities consisted of the following:



|                                                 |  |       |         |         |   |         |  |   |       
|------------------------------------------------ |  | ----- | ------- | ------- | - | ------- |  | - | ------
|(in thousands)                                   |  | Total |         | Level 1 |   | Level 2
|Corporate bonds and notes                        |  | $     | 16,783  |         | $ |        |  | $ | 16,783
|Money market funds                               |  |       | 73,877  |         |   | 73,877  |  |   |      
|Cash                                             |  |       | 4,718   |         |   |        |  |   |      
|                                                 |  |       |         |         |   |         |  |   |       
|Total Cash and cash equivalents                  |  | $     | 95,378  |         |   |         |  |   |       
|                                                 |  |       |         |         |   |         |  |   |       
|Corporate bonds and notes                        |  | $     | 33,487  |         | $ |        |  | $ | 33,487
|U.S. government backed securities                |  |       | 69,829  |         |   | 69,829  |  |   |      
|U.S. government-sponsored enterprise obligations |  |       | 69,082  |         |   |        |  |   | 69,082
|                                                 |  |       |         |         |   |         |  |   |       
|Total Marketable securities                      |  | $     | 172,398 |         |   |         |  |   |       
|                                                 |  |       |         |         |   |         |  |   |       

As of December 31, 2008 and 2007, the marketable securities are recorded at amortized cost which
approximates fair market value. All investments mature in one year or less.



|                                                 |  |            |         |                 |   |                  |  |   |     |  
|------------------------------------------------ |  | ---------- | ------- | --------------- | - | ---------------- |  | - | --- | -
|(in thousands)                                   |  | Fair Value |         | UnrealizedGains |   | UnrealizedLosses | 
|Corporate bonds and notes                        |  | $          | 12,467  |                 | $ | 5                |  | $ |    |  
|Corporate bonds and notes                        |  |            | 16,730  |                 |   |                 |  |   | (23 | )
|U.S. government-sponsored enterprise obligations |  |            | 35,910  |                 |   | 13               |  |   |    |  
|U.S. government-sponsored enterprise obligations |  |            | 17,996  |                 |   |                 |  |   | (10 | )
|                                                 |  |            |         |                 |   |                  |  |   |     |  
|Total marketable securities at December 31, 2007 |  | $          | 83,103  |                 | $ | 18               |  | $ | (33 | )
|                                                 |  |            |         |                 |   |                  |  |   |     |  
|Corporate bonds and notes                        |  | $          | 33,488  |                 | $ | 39               |  | $ |    |  
|U.S. government-sponsored enterprise obligations |  |            | 52,815  |                 |   | 203              |  |   |    |  
|U.S. government-sponsored enterprise obligations |  |            | 16,267  |                 |   |                 |  |   | (28 | )
|U.S. government backed securities                |  |            | 65,839  |                 |   | 259              |  |   |    |  
|U.S. government backed securities                |  |            | 3,989   |                 |   |                 |  |   | (1  | )
|                                                 |  |            |         |                 |   |                  |  |   |     |  
|Total marketable securities at December 31, 2008 |  | $          | 172,398 |                 | $ | 501              |  | $ | (29 | )
|                                                 |  |            |         |                 |   |                  |  |   |     |  

Proceeds from the sales of available-for-sale securities were $161.5 million, $39.0 million and zero in the
years ended December 31, 2008, 2007 and 2006, respectively. Gross realized gains or losses recorded on those sales during 2008, 2007 and 2006, were insignificant. Net unrealized holding gains and (losses), net of tax, on available- for-sale
securities in the amount of $304,000, and ($15,000) and zero as of December 31, 2008, 2007 and 2006, respectively, have been included in accumulated other comprehensive income (loss).



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We evaluate investments with unrealized losses to determine if the losses are other than temporary. The gross unrealized losses were primarily due to changes in interest rates. We have determined that the gross unrealized
losses at December 31, 2008 are temporary. In making this determination, we considered the financial condition and near-term prospects of the issuers, the magnitude of the losses compared to the investments cost, the length of time the
investments have been in an unrealized loss position and our intent and ability to hold the investment to maturity. Investments with unrealized losses have been in an unrealized loss position for less than a year.

Restricted Cash

Pursuant to certain lease agreements and as
security for our merchant services agreement with our financial institution, we are required to maintain cash reserves, classified as restricted cash. Current restricted cash totaled $55,000 and $142,000 at December 31, 2008 and 2007,
respectively. Long-term restricted cash totaled $3.5 million at December 31, 2008 and 2007. Long-term restricted cash is included in Other assets in the consolidated balance sheets and consists primarily of funds held as collateral for letters
of credit for the security deposit on the leases of our corporate headquarters. The long-term restricted cash is restricted until the end of the lease terms on August 30, 2010 and July 31, 2014.

4.    INVENTORY

Inventories consist primarily of
hardware and related component parts and evaluation units located at customer locations, and are stated at the lower of cost (on a first-in, first-out basis) or market. Inventory is comprised of the following:



|                 |  |              |        |      |   |      
|---------------- |  | ------------ | ------ | ---- | - | -----
|                 |  | December 31,
|(in thousands)   |  | 2008         |        | 2007
|Raw materials    |  | $            | 544    |      | $ | 513  
|Finished goods   |  |              | 7,545  |      |   | 4,086
|Evaluation Units |  |              | 2,548  |      |   | 4,814
|                 |  |              |        |      |   |      
|Total            |  | $            | 10,637 |      | $ | 9,413
|                 |  |              |        |      |   |      

5.    FIXED ASSETS

Fixed assets are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets, which is typically two to five years. Leasehold improvements are amortized
using the straight-line method over the shorter of the lease term or estimated useful life of the asset. Repair and maintenance costs are expensed as incurred.



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Fixed assets consisted of the following:



|                                          |  |                      |      |              |         |      |  |   |        |  
|----------------------------------------- |  | -------------------- | ---- | ------------ | ------- | ---- |  | - | ------ | -
|                                          |  | EstimatedUsefulLives |      | December 31, |        
|(in thousands)                            |  |                      | 2008 |              |         | 2007 | 
|Computer hardware and equipment           |  | 3 years              |      | $            | 15,641  |      |  | $ | 10,191 |  
|Leasehold improvements                    |  | 2-5 years            |      |              | 9,432   |      |  |   | 8,039  |  
|Furniture and fixtures                    |  | 3 years              |      |              | 4,332   |      |  |   | 3,796  |  
|Software                                  |  | 2-5 years            |      |              | 7,057   |      |  |   | 3,552  |  
|                                          |  |                      |      |              |         |      |  |   |        |  
|Total fixed assets                        |  |                      |      |              | 36,462  |      |  |   | 25,578 |  
|Accumulated depreciation and amortization |  |                      |      |              | (14,469 | )    |  |   | (6,752 | )
|                                          |  |                      |      |              |         |      |  |   |        |  
|Fixed assets, net                         |  |                      |      | $            | 21,993  |      |  | $ | 18,826 |  
|                                          |  |                      |      |              |         |      |  |   |        |  

Depreciation expense was $7.9 million, $4.2 million and $1.8 million for the years ended December 31,
2008, 2007 and 2006, respectively.

6.    OTHER ACCRUED LIABILITIES

Other accrued liabilities consisted of the following:



|                                |  |              |        |      |   |      
|------------------------------- |  | ------------ | ------ | ---- | - | -----
|                                |  | December 31,
|(in thousands)                  |  | 2008         |        | 2007
|Deferred rent liability         |  | $            | 4,783  |      | $ | 3,059
|Other accrued liabilities       |  |              | 8,559  |      |   | 6,322
|                                |  |              |        |      |   |      
|Total other accrued liabilities |  | $            | 13,342 |      | $ | 9,381
|                                |  |              |        |      |   |      

7.    DEFERRED REVENUE

Deferred revenue consisted of the following:



|                              |  |              |        |      |   |       
|----------------------------- |  | ------------ | ------ | ---- | - | ------
|                              |  | December 31,
|(in thousands)                |  | 2008         |        | 2007
|Product                       |  | $            | 4,987  |      | $ | 4,406 
|Support and services          |  |              | 53,174 |      |   | 29,073
|                              |  |              |        |      |   |       
|Total deferred revenue        |  | $            | 58,161 |      | $ | 33,479
|                              |  |              |        |      |   |       
|Reported as:                  |  |              |        |      |   |       
|Deferred revenue, current     |  | $            | 45,194 |      | $ | 26,845
|Deferred revenue, non-current |  |              | 12,967 |      |   | 6,634 
|                              |  |              |        |      |   |       
|Total deferred revenue        |  | $            | 58,161 |      | $ | 33,479
|                              |  |              |        |      |   |       

Deferred product revenue relates to arrangements where not all revenue recognition criteria have been met.
Deferred support revenue represents customer payments made in advance for support contracts. Support contracts are typically billed on a per annum basis in advance and revenue is recognized ratably over the support period. Deferred revenue,
non-current consists of customer payments made in advance for support contracts with terms of more than 12 months.



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RIVERBED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



8.    GUARANTEES

Our agreements with customers, as well as our reseller agreements, generally include certain
provisions for indemnifying customers and resellers and their affiliated parties against liabilities if our products infringe a third partys intellectual property rights. To date, we have not incurred any material costs as a result of such
indemnifications and have not accrued any liabilities related to such obligations in our consolidated financial statements.

As permitted or required
under Delaware law and to the maximum extent allowable under that law, we have certain obligations to indemnify our officers, directors and certain key employees for certain events or occurrences while the officer, director or employee is or was
serving at our request in such capacity. These indemnification obligations are valid as long as the director, officer or employee acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The maximum potential amount of future payments we could be required to make under these indemnification obligations is
unlimited; however, we have a director and officer insurance policy that mitigates our exposure and enables us to recover a portion of any future amounts paid.

9.    LEASE COMMITMENTS

We lease our facilities under non-cancelable operating lease agreements. Future minimum
commitments for these operating leases in place as of December 31, 2008 with a remaining non-cancelable lease term in excess of one year are as follows:



|               |  |                  |       
|-------------- |  | ---------------- | ------
|(in thousands) |  | December 31,2008
|2009           |  | $                | 5,721 
|2010           |  |                  | 5,576 
|2011           |  |                  | 6,453 
|2012           |  |                  | 5,361 
|2013           |  |                  | 4,099 
|Thereafter     |  |                  | 2,278 
|               |  |                  |       
|Total          |  | $                | 29,488
|               |  |                  |       

The terms of certain lease agreements provide for rental payments on a graduated basis. We recognize rent
expense on the straight-line basis over the lease period and have accrued for rent expense incurred but not paid. Rent expense under operating leases was $7.1 million, $5.3 million and $2.1 million for the years ended December 31, 2008, 2007
and 2006, respectively.

On September 26, 2006, we entered into an Agreement of Sublease (Sublease) for new corporate headquarters, and on
March 21, 2007 entered into another lease agreement to expand our corporate headquarters as well as extend the term of the existing Sublease mentioned above. The terms of the leases are from February 1, 2007 and March 31, 2007,
respectively, to July 31, 2014, with two five year renewal options. The aggregate minimum lease commitment for the combined leases is $19.1 million and is included in the table above. We have entered into two letters of credit totaling $3.0
million to serve as security deposits for the leases, which is included in other assets in the consolidated balance sheet.



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RIVERBED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



On July 3, 2007, we entered into a lease agreement for office space in Sunnyvale, California. The term of the lease is for five years and seven months, with two five year renewal options, commencing on January 1,
2008. The aggregate minimum lease commitment is $4.0 million and is reflected in the table above. On July 2, 2007, we entered into a letter of credit in the amount of $500,000 to serve as the security deposit for the lease.

10.    COMMON STOCK

In July 2002, our board of
directors adopted the 2002 Stock Plan (the 2002 Plan). In September 2006, all shares of common stock available for grant under the 2002 Plan transferred to the 2006 Equity Incentive Plan (the 2006 Plan).

In April and May 2006, our board of directors approved the 2006 Plan, the Purchase Plan and the 2006 Director Stock Option Plan, which became effective upon our
IPO.

The Plans provide for automatic replenishments as follows:



| |  |  | 2006 Plan  increased on January 1 of each year for five years, beginning in 2007, by a number equal to the lesser of (i) 4,000,000 shares or (ii) 5% of
the shares of common stock outstanding at that time or (iii) the number of shares determined by the Board.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 2006 Employee Stock Purchase Plan  increased on January 1 of each year by a number of shares equal to the lesser of (i) 750,000 shares or (ii) 1% of the
shares of common stock outstanding at that time or (iii) the number of shares determined by the Board.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 2006 Director Option Plan  increased on January 1 of each year by 250,000 shares.
| | - |  | ----------------------------------------------------------------------------------

Options issued under our stock option plans are generally for periods not to exceed 10 years and are issued with an exercise price equal to the market value of our
common stock on the date of grant, as determined by the last sale price of such stock on the Nasdaq Global Select Market. Options typically vest either 25% of the shares one year after the options vesting commencement date and the remainder
ratably on a monthly basis over the following three years, or ratably on a monthly basis over four years. Options granted under the 2002 Plan prior to May 31, 2006 have a maximum term of ten years, and options granted under the 2002 Plan on or
after May 31, 2006 have a maximum term of seven years. Options granted under the 2006 Plan have a maximum term of seven years. Options granted under the 2006 Director Option Plan prior to March 4, 2008 have a maximum term of ten years, and
options granted beginning March 4, 2008 have a maximum term of seven years.

Options granted under the 2002 Plan to the employees in the U.S.
prior to March 28, 2006 were immediately exercisable. For options granted beginning March 28, 2006, optionees may only exercise vested shares. Any unvested stock issued upon early exercise under the 2002 Plan is subject to repurchase by
us. Grants made pursuant to the 2006 Plan do not provide for the early exercise of options. At December 31, 2008 and 2007, there were 273,000 and 1,088,000 shares, respectively, subject to repurchase under all common stock repurchase
agreements. The cash received from the sale of these shares is initially recorded as a liability and is subsequently reclassified to common stock as the shares vest. At December 31, 2008 and 2007, there was $96,000 and $346,000, respectively,
recorded in accrued liabilities and other long-term liabilities related to the issuance of these shares.

In the year ended December 31, 2008,
we awarded 856,700 RSUs to employees. The RSUs, which upon vesting entitle the holder to one share of common stock for each RSU, vest over four years. The fair value of the RSUs is based on our stock price on the date of grant, and compensation
expense, net of estimated forfeitures, is recognized on a straight-line basis over the vesting period.



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RIVERBED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



The following table summarizes information about nonvested stock awards as of December 31, 2008:



|                                         |  |                  |   |  |                                      |      
|---------------------------------------- |  | ---------------- | - |  | ------------------------------------ | -----
|(in thousands, except per share amounts) |  | Number of Shares |   |  | WeightedAverage Grant DateFair Value
|Balance, December 31, 2007               |  |                 |   |  | $                                    |     
|Granted                                  |  | 857              |   |  | $                                    | 14.38
|Vested                                   |  |                 |   |  | $                                    |     
|Canceled                                 |  | (26              | ) |  | $                                    | 14.38
|                                         |  |                  |   |  |                                      |      
|Balance, December 31, 2008               |  | 831              |   |  | $                                    | 14.38
|                                         |  |                  |   |  |                                      |      

As of December 31, 2008, 1,175,852 shares were available for grant under the 2006 Plan and the 2006
Director Option Plan.

The Purchase Plan became effective on the effective date of the registration statement relating to our IPO. Under the Purchase
Plan, employees may purchase shares of common stock through payroll deductions at a price per share that is 85% of the lesser of the fair market value of our common stock as of the beginning of an applicable offering period or the applicable
purchase date. Offering periods are generally 24 months with purchases generally every six months. Employees payroll deductions may not exceed 15% of their compensation. Employees may purchase up to 2,000 shares per purchase period provided
that the value of the shares purchased in any calendar year does not exceed IRS limitations. As of December 31, 2008, 1,230,856 shares were available under the Purchase Plan.

On April 21, 2008, our Board of Directors authorized a Share Repurchase Program (the Program), which authorizes us to repurchase and retire up to
$100.0 million of our outstanding common stock during a period not to exceed 24 months from the Board authorization date. The Program does not require us to purchase a minimum number of shares, and may be suspended, modified or discontinued at any
time. For the year ended December 31, 2008, we repurchased 4,027,706 shares of common stock under this Program on the open market for an aggregate purchase price of approximately $50.0 million, or an average of $12.41 per share. The timing
and amounts of these purchases were based on market conditions and other factors including price, regulatory requirements and capital availability. The share repurchases were financed by available cash balances and cash from operations.

The following table summarizes information about stock options activity under all stock option plans:



|                                         |  |                    |   |  |                              |       |                                                    |      |                          |   |        
|---------------------------------------- |  | ------------------ | - |  | ---------------------------- | ----- | -------------------------------------------------- | ---- | ------------------------ | - | -------
|(in thousands, except per share amounts) |  | OptionsOutstanding |   |  | WeightedAverageExercisePrice |       | WeightedAverageRemainingContractualTerm (in years) |      | AggregateIntrinsic Value
|Balance, December 31, 2007               |  | 10,835             |   |  | $                            | 21.36 |                                                    | 6.54 |                          | $ | 105,213
|Granted                                  |  | 9,440              |   |  | $                            | 16.58 |                                                    |      |                          |   |        
|Exercised                                |  | (972               | ) |  | $                            | 3.08  |                                                    |      |                          |   |        
|Canceled or expired                      |  | (6,018             | ) |  | $                            | 31.59 |                                                    |      |                          |   |        
|                                         |  |                    |   |  |                              |       |                                                    |      |                          |   |        
|Balance, December 31, 2008               |  | 13,285             |   |  | $                            | 14.67 |                                                    | 5.49 |                          | $ | 23,174 
|                                         |  |                    |   |  |                              |       |                                                    |      |                          |   |        
|Exercisable                              |  | 4,581              |   |  | $                            | 12.48 |                                                    | 5.32 |                          | $ | 15,746 
|                                         |  |                    |   |  |                              |       |                                                    |      |                          |   |        
|Vested and expected to vest              |  | 12,453             |   |  | $                            | 14.59 |                                                    | 5.48 |                          | $ | 22,660 
|                                         |  |                    |   |  |                              |       |                                                    |      |                          |   |        



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RIVERBED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



The range of exercise prices for options outstanding at December 31, 2008 was $0.05 to $42.78.



|                        |  |                     |  |                                           |  |                               |       |                   |       |                               |   |      
|----------------------- |  | ------------------- |  | ----------------------------------------- |  | ----------------------------- | ----- | ----------------- | ----- | ----------------------------- | - | -----
|                        |  | Options Outstanding |  | Options Exercisable                      
|Range of Exercise Price |  | NumberOutstanding   |  | Weighted AverageRemainingContractual Life |  | WeightedAverageExercise Price |       | NumberExercisable |       | WeightedAverageExercise Price
|                        |  |                     |  | (in years)                                |  |                               |       |                   |       |                              
|$0.05    $1.75         |  | 771                 |  | 6.50                                      |  | $                             | 1.07  |                   | 771   |                               | $ | 1.07 
|$1.76    $12.42        |  | 3,224               |  | 5.50                                      |  | $                             | 6.73  |                   | 1,424 |                               | $ | 5.92 
|$12.43  $15.65         |  | 3,142               |  | 6.30                                      |  | $                             | 14.37 |                   | 407   |                               | $ | 14.38
|$15.66  $17.95         |  | 4,831               |  | 4.55                                      |  | $                             | 17.80 |                   | 1,507 |                               | $ | 17.90
|$17.96  $42.78         |  | 1,317               |  | 5.81                                      |  | $                             | 31.33 |                   | 472   |                               | $ | 31.93
|                        |  |                     |  |                                           |  |                               |       |                   |       |                               |   |      
|$0.05    $42.78        |  | 13,285              |  | 5.49                                      |  | $                             | 14.67 |                   | 4,581 |                               | $ | 12.48
|                        |  |                     |  |                                           |  |                               |       |                   |       |                               |   |      

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying
stock option awards and the closing price of our common stock at December 31, 2008. During the years ended December 31, 2008, 2007 and 2006, the aggregate intrinsic value of stock option awards exercised was $13.7 million, $50.0 million
and $1.5 million, respectively, determined at the date of option exercise.

The weighted average grant-date fair value of options granted for the
years ended December 31, 2008, 2007 and 2006 was $6.84, $17.54 and $6.07, respectively.

The weighted average grant-date fair value of RSUs
granted in the year ended December 31, 2008 was $14.38. No RSUs were granted for the years ended December 31, 2007 and 2006. No RSUs granted in the year ended December 31, 2008 have vested.

11.    INCOME TAXES

A geographical breakdown of
income before provision for income taxes is shown in the following table:



|               |  |                         |        |   |      |   |        |      |  |   |         |  
|-------------- |  | ----------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------- | -
|               |  | Year ended December 31, |       
|(in thousands) |  | 2008                    |        |   | 2007 |   |        | 2006 | 
|Domestic       |  | $                       | 8,022  |   |      | $ | 23,340 |      |  | $ | (16,362 | )
|Foreign        |  |                         | (5,753 | ) |      |   | (3,307 | )    |  |   | 820     |  
|               |  |                         |        |   |      |   |        |      |  |   |         |  
|Total          |  | $                       | 2,269  |   |      | $ | 20,033 |      |  | $ | (15,542 | )
|               |  |                         |        |   |      |   |        |      |  |   |         |  



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RIVERBED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



The provision (benefit) for income tax expense consists of the following:



|                          |  |                         |         |   |      |   |       |  |   |    
|------------------------- |  | ----------------------- | ------- | - | ---- | - | ----- |  | - | ---
|                          |  | Year ended December 31,
|(in thousands)            |  | 2008                    |         |   | 2007 |   | 2006 
|Current:                  |  |                         |         |   |      |   |       |  |   |    
|Federal                   |  | $                       | 20,399  |   |      | $ | 4,177 |  | $ |   
|State                     |  |                         | 2,972   |   |      |   | 768   |  |   |   
|Foreign                   |  |                         | 916     |   |      |   | 290   |  |   | 303
|                          |  |                         |         |   |      |   |       |  |   |    
|Total Current             |  | $                       | 24,287  |   |      | $ | 5,235 |  | $ | 303
|                          |  |                         |         |   |      |   |       |  |   |    
|Deferred:                 |  |                         |         |   |      |   |       |  |   |    
|Federal                   |  | $                       | (27,338 | ) |      | $ |      |  | $ |   
|State                     |  |                         | (5,281  | ) |      |   |      |  |   |   
|Foreign                   |  |                         |        |   |      |   |      |  |   |   
|                          |  |                         |         |   |      |   |       |  |   |    
|Total Deferred            |  | $                       | (32,619 | ) |      | $ |      |  | $ |   
|                          |  |                         |         |   |      |   |       |  |   |    
|Total Provision (Benefit) |  | $                       | (8,332  | ) |      | $ | 5,235 |  | $ | 303
|                          |  |                         |         |   |      |   |       |  |   |    

Our effective tax rate was (367%), 26% and (2%) for the years ended December 31, 2008, 2007 and
2006, respectively. We have not provided U.S. taxes for our foreign earnings because such earnings are intended to be indefinitely reinvested outside the U.S.

The difference between the provision (benefit) for income taxes and the amount computed by applying the federal statutory income tax rate to income (loss) before taxes is as follows:



|                                                        |  |                         |        |   |      |   |        |      |  |   |        |  
|------------------------------------------------------- |  | ----------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                                        |  | Year ended December 31, |       
|(in thousands)                                          |  | 2008                    |        |   | 2007 |   |        | 2006 | 
|Expected provision (benefit) at federal statutory rate* |  | $                       | 793    |   |      | $ | 7,011  |      |  | $ | (5,284 | )
|State taxes, net of federal benefit                     |  |                         | (3,353 | ) |      |   | 521    |      |  |   | (928   | )
|Change in federal valuation allowance                   |  |                         | (8,661 | ) |      |   | (5,054 | )    |  |   | 3,751  |  
|Research and development tax credits                    |  |                         | (1,012 | ) |      |   | (1,534 | )    |  |   | (830   | )
|Foreign rate differential                               |  |                         | 2,890  |   |      |   | 1,449  |      |  |   | 24     |  
|Stock-based compensation expense                        |  |                         | 2,510  |   |      |   | 2,705  |      |  |   | 3,134  |  
|Manufacturing deduction                                 |  |                         | (898   | ) |      |   |       |      |  |   |       |  
|Non-deductible expenses                                 |  |                         | 274    |   |      |   | 137    |      |  |   | 327    |  
|Other (net)                                             |  |                         | (875   | ) |      |   |       |      |  |   | 109    |  
|                                                        |  |                         |        |   |      |   |        |      |  |   |        |  
|Total                                                   |  | $                       | (8,332 | ) |      | $ | 5,235  |      |  | $ | 303    |  
|                                                        |  |                         |        |   |      |   |        |      |  |   |        |  



*35% for 2008 and 2007, 34% for 2006.



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RIVERBED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



The components of the current and deferred tax assets and liabilities consist of the following:



|                                       |  |              |        |   |      |   |        |  
|-------------------------------------- |  | ------------ | ------ | - | ---- | - | ------ | -
|                                       |  | December 31, |       
|(in thousands)                         |  | 2008         |        |   | 2007 |  
|Current deferred tax assets:           |  |              |        |   |      |   |        |  
|Other accrued liabilities and reserves |  | $            | 5,093  |   |      | $ | 1,297  |  
|Deferred revenue                       |  |              |       |   |      |   | 231    |  
|Deferred compensation                  |  |              | 1,092  |   |      |   | 719    |  
|Valuation allowance                    |  |              |       |   |      |   | (2,247 | )
|                                       |  |              |        |   |      |   |        |  
|Total current deferred tax assets      |  | $            | 6,185  |   |      | $ |       |  
|                                       |  |              |        |   |      |   |        |  
|Non-current deferred tax assets:       |  |              |        |   |      |   |        |  
|Deferred compensation                  |  | $            | 17,733 |   |      | $ | 5,121  |  
|Intangibles                            |  |              | 5,217  |   |      |   | 274    |  
|Deferred revenue                       |  |              | 3,230  |   |      |   |       |  
|Credit carryforwards                   |  |              | 2,215  |   |      |   | 2,016  |  
|Other accrued liabilities and reserves |  |              | 1,767  |   |      |   | 1,615  |  
|Net operating losses                   |  |              |       |   |      |   | 185    |  
|Depreciation and amortization          |  |              | (2,365 | ) |      |   | 584    |  
|Valuation allowance                    |  |              | (764   | ) |      |   | (9,795 | )
|                                       |  |              |        |   |      |   |        |  
|Total non-current deferred tax assets  |  | $            | 27,033 |   |      | $ |       |  
|                                       |  |              |        |   |      |   |        |  

As of December 31, 2008, we had net operating loss carryforwards for state and foreign income tax
purposes of $20.2 million and $3.9 million, respectively. We also had state research and development tax credit carryforwards of approximately $4.0 million. If not utilized, the state net operating loss will expire between 2013 and 2016. The state
tax credit carryforwards and foreign net operating loss carryforwards do not expire.

We track the portion of our federal and state net operating
loss carryforwards attributable to stock option benefits in a separate memo account pursuant to SFAS No. 123(R). Therefore, these amounts are not included in gross or net deferred tax assets. Pursuant to SFAS No. 123(R), footnote 82, the
benefit of these net operating loss and tax credit carryforwards will only be recorded to equity when they reduce cash taxes payable. We elected to use the with-and-without approach for utilizing the tax benefits of stock option
exercises under SFAS No. 123(R). These benefits would result in a credit to additional paid-in-capital when they reduce income taxes payable. In 2008, we recognized a reduction in taxes payable for the tax benefit of stock option exercises of
$11.5 million.

Uncertain Income Tax Positions

Effective January 1, 2007, we adopted FIN 48. A reconciliation of the beginning and ending amount of the consolidated liability for unrecognized income tax benefits during the year is as follows:



|                                                     |  |      |       |      |   |    
|---------------------------------------------------- |  | ---- | ----- | ---- | - | ---
|(in thousands)                                       |  | 2008 |       | 2007
|Beginning Balance                                    |  | $    | 298   |      | $ |   
|Additions for tax positions of prior years           |  |      | 1,766 |      |   | 298
|Additions for tax positions related to current years |  |      | 516   |      |   |   
|Reductions for tax positions of prior year           |  |      |      |      |   |   
|Settlements                                          |  |      |      |      |   |   
|                                                     |  |      |       |      |   |    
|Ending Balance                                       |  | $    | 2,580 |      | $ | 298
|                                                     |  |      |       |      |   |    



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RIVERBED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



Included in the unrecognized tax benefits of $2.6 million at December 31, 2008 was approximately $1.8 million of tax benefits that, if recognized, would reduce our annual effective tax rate. We did not accrue for any
interest and penalty associated with the uncertain tax position due to our prior net operating losses. Over the next 12 months, we expect our unrecognized tax benefits to be reduced by $820,000, upon receiving approval for a change in tax method of
accounting, of which no part will reduce our annual effective tax rate. The statute of limitations for U.S. federal, state, and United Kingdom (UK) tax purposes are generally three, four, and three years respectively; however, we continue to
carryover tax attributes prior to these periods for federal and state purposes, which would still be open for examination by the respective tax authorities. Accordingly, all years since our inception are open to tax examinations for federal and
state purposes. Our UK tax returns from 2005 to the present remain open for examination.

12.    SEGMENT INFORMATION

SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, establishes standards for reporting information about operating
segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate
resources and in assessing performance. Our chief operating decision maker is our Chief Executive Officer. Our Chief Executive Officer reviews financial information presented on a consolidated basis, accompanied by information about revenue by
geographic region for purposes of allocating resources and evaluating financial performance. We have one business activity and there are no segment managers who are held accountable for operations, operating results and plans for levels or
components below the consolidated unit level. Accordingly, we are considered to be in a single reporting segment and operating unit structure.

Long-lived assets outside of the U.S. represented $1.4 million and $1.2 million for the years ended December 31, 2008 and 2007, respectively. Revenue by geography is based on the billing address of the customer. The following table
sets forth revenue by geographic area:

Revenue



|                               |  |                                 |         |      |   |         |  |   |       
|------------------------------ |  | ------------------------------- | ------- | ---- | - | ------- |  | - | ------
|                               |  | For the year ended December 31,
|(in thousands)                 |  | 2008                            |         | 2007 |   | 2006   
|United States                  |  | $                               | 193,190 |      | $ | 148,171 |  | $ | 65,675
|Europe, Middle East and Africa |  |                                 | 87,446  |      |   | 49,571  |  |   | 11,949
|Rest of the World              |  |                                 | 52,713  |      |   | 38,664  |  |   | 12,583
|                               |  |                                 |         |      |   |         |  |   |       
|Total revenue                  |  | $                               | 333,349 |      | $ | 236,406 |  | $ | 90,207
|                               |  |                                 |         |      |   |         |  |   |       

13.    EMPLOYEE BENEFIT PLAN

We have a 401(k) plan covering all eligible employees. We are not required to contribute to the plan and have made no contributions through December 31, 2008.

14.    LEGAL MATTERS

During the year
ended December 31, 2008, we entered into a mutual release and settlement agreement (the Settlement Agreement) with Quantum Corporation (Quantum) and certain affiliates of Quantum, pursuant to which we
jointly executed and filed dismissals of patent infringement actions



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RIVERBED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



brought in the United States District Court for the Northern District of California. Pursuant to the terms of the Settlement Agreement, we paid Quantum a lump sum of
$11.0 million, and entered into a perpetual covenant not to sue each other or certain other parties related to the patents in question and certain patents related to data de-duplication as well as a three-year covenant not to file any patent
infringement lawsuits against each other or certain other parties. In addition, we released each other from any and all claims, demands, losses, liabilities and causes of action relating to any infringement of any patent based on acts occurring
prior to the date of the Settlement Agreement. Based on the terms of the Settlement Agreement we recorded operating expense of $11.0 million during 2008, which was recorded as Other charges in our consolidated statements of operations.

From time to time, we are involved in various legal proceedings, claims and litigation arising in the ordinary course of business. There are no currently
pending legal proceedings at December 31, 2008 that, in the opinion of management, might have a material adverse effect on our financial position, results of operations or cash flows.

15.    RELATED PARTIES

No significant related party
transactions occurred in the year ended December 31, 2008.

16.    NEW ACCOUNTING PRONOUNCEMENTS

In December 2007, the Financial Accounting Standards Board (FASB) issued Statement No. 141 (revised 2007), Business Combinations(SFAS No.141(R)). SFAS
No. 141(R) will significantly change the accounting for business combinations. Under SFAS No. 141(R), an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the
acquisition-date fair value with limited exceptions. It also amends the accounting treatment for certain specific items including acquisition costs and non controlling minority interests and includes a substantial number of new disclosure
requirements. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is in the fiscal year beginning after December 15, 2008.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair
value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. For financial assets and liabilities, SFAS No. 157 was effective for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. See Note 2Cash, Cash Equivalents, and Marketable Securities for further discussion. In February 2008, the FASB issued Staff Position (FSP) No. 157-2 which delays the
effective date of SFAS No. 157 one year for all nonfinancial assets and nonfinancial liabilities, except those recognized or disclosed at fair value in the financial statements on a recurring basis. FSP 157-2 is effective for us beginning
January 1, 2009.

Those assets and liabilities measured at fair value under SFAS No. 157 in Q1 2008 did not have a material impact on our
consolidated financial statements. In accordance with FSP 157-2, we will measure the remaining assets and liabilities beginning Q1 2009. We do not expect the adoption of SFAS No. 157, as amended by FSP 157-2, will have a material impact on our
consolidated financial statements.

In April 2008, the FASB issued FSP No. 142-3, Determination of the Useful Life of Intangible Assets.
FSP No. 142-3 amends the factors that should be considered in developing renewal or



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RIVERBED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, Goodwill and Other Intangible
Assets. FSP No. 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008. Early adoption is prohibited. We do not expect the adoption of FSP No. 142-3 will have a material impact on our
consolidated financial statements.

17.    SUBSEQUENT EVENTS

On January 20, 2009, we entered into an Agreement of Merger with Maple Acquisition Sub, Inc., our wholly owned subsidiary (Merger Sub), Mazu Networks, Inc. (Mazu), and an agent for the stockholders
of Mazu, pursuant to which, upon the terms and subject to the conditions set forth therein: (a) Merger Sub will merge with and into Mazu (the Merger), with Mazu continuing as the surviving corporation and as a wholly-owned
subsidiary of Riverbed; and (b) we will: (i) acquire all of the outstanding securities of Mazu; (ii) made payments totaling approximately $25.0 million in cash promptly following the closing; and (iii) will potentially make
payments totaling up to $22.0 million in cash based on achievement of certain bookings targets for the one-year period from April 1, 2009 through March 31, 2010. The closing of the Merger occurred on February 19, 2009.

Mazu helps organizations manage, secure and optimize the availability and performance of global applications. The acquisition allows us to meet enterprise and
service provider customer demands by extending our suite of WAN optimization products to include global application performance, reporting and analytics.

On February 18, 2009, our Board of Directors adopted the Riverbed Technology, Inc. 2009 Inducement Equity Incentive Plan (the Inducement Plan), and reserved 1,500,000 shares of common stock for future issuance thereunder. The
objective of the Inducement Plan is to provide incentives to attract, retain and motivate eligible persons whose potential contributions are important to promote our long-term success and the creation of stockholder value. The Inducement Plan is
intended to comply with NASDAQ Rule 4350(i)(1)(A)(iv), which governs granting certain awards as a material inducement to an individual entering into employment with us. The Inducement Plan will be used to grant options to Mazu employees that are
joining Riverbed following the closing of the Merger, and may be used for new hire equity grants should our Board or Compensation Committee of the Board determine to do so in the future.



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|Item 9. | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
|------- | ------------------------------------------------------------------------------------

There have been no disagreements with accountants on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures required to be reported under this item.



|Item 9A. | Controls and Procedures
|-------- | -----------------------

Evaluation of Disclosure Controls and Procedures

We evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2008, the end of the
period covered by this Annual Report on Form 10-K. This controls evaluation was done under the supervision and with the participation of our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO) as defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Disclosure controls and procedures are designed to provide reasonable assurance that
information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified in
the Securities and Exchange Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed such that information is accumulated and communicated to our management, including the
CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Based upon the controls evaluation, our CEO and CFO have
concluded that as of December 31, 2008, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported
within the time periods specified by the Securities and Exchange Commission and to ensure that material information relating to us and our consolidated subsidiaries is made known to management, including the CEO and CFO.

Managements Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our management, with the participation of our
principal executive officer and principal financial officer, has evaluated the effectiveness of our internal control over financial reporting as of December 31, 2008. In making this assessment, management used the framework set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment, using those criteria, our management concluded that, as of December 31, 2008, our internal control
over financial reporting was effective. The attestation report concerning the effectiveness of our internal control over financial reporting as of December 31, 2008, issued by Ernst & Young, LLP, Independent Registered Public
Accounting Firm, appears in Part II, Item 8 of the Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the fourth quarter of 2008 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting means 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.



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Inherent Limitations of Internal Controls

Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent or detect all error and all fraud. A control system, no
matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a
simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part
upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of
changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.



|Item 9B. | Other Information
|-------- | -----------------

None.



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Part III



|Item 10. | Directors, Executive Officers and Corporate Governance
|-------- | ------------------------------------------------------

The information
required by this item is incorporated by reference to Riverbeds Proxy Statement for its 2009 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2008.



|Item 11. | Executive Compensation
|-------- | ----------------------

The information required by this item is
incorporated by reference to Riverbeds Proxy Statement for its 2009 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2008.



|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 Riverbeds Proxy Statement for its 2009 Annual Meeting of Stockholders to be filed with
the SEC within 120 days after the end of the fiscal year ended December 31, 2008.



|Item 13. | Certain Relationships and Related Transactions, and Director Independence
|-------- | -------------------------------------------------------------------------

The information required by this item is incorporated by reference to Riverbeds Proxy Statement for its 2009 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended
December 31, 2008.



|Item 14. | Principal Accountant Fees and Services
|-------- | --------------------------------------

The information required by
this item is incorporated by reference to Riverbeds Proxy Statement for its 2009 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2008.



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Part IV



|Item 15. | Exhibits and Financial Statement Schedules
|-------- | ------------------------------------------

(a) Financial Statements

The financial statements filed as part of this report are listed on the index to financial statements on page     .

(b) Financial Statement Schedules

The
following financial statement schedule is filed as a part of this Annual Report on Form 10-K

Schedule II  Valuation and Qualifying Accounts

SCHEDULE II

Valuation and Qualifying
Accounts



|                                |  |                         |     |   |      |   |      |      |  |   |     |  
|------------------------------- |  | ----------------------- | --- | - | ---- | - | ---- | ---- |  | - | --- | -
|                                |  | Year ended December 31, |    
|(in thousands)                  |  | 2008                    |     |   | 2007 |   |      | 2006 | 
|Trade Receivable Allowance      |  |                         |     |   |      |   |      |      |  |   |     |  
|Beginning balance               |  | $                       | 734 |   |      | $ | 472  |      |  | $ | 90  |  
|Additions charged to operations |  |                         | 95  |   |      |   | 461  |      |  |   | 474 |  
|Write-offs                      |  |                         | (59 | ) |      |   | (199 | )    |  |   | (92 | )
|                                |  |                         |     |   |      |   |      |      |  |   |     |  
|Ending balance                  |  | $                       | 770 |   |      | $ | 734  |      |  | $ | 472 |  
|                                |  |                         |     |   |      |   |      |      |  |   |     |  

All other schedules are omitted because they are not required or the required information is shown in the
financial statements or notes thereto.

(c) Exhibits

The following exhibits are incorporated by reference or filed herewith.



|            |  |                                                                                                                                                                                                                                                                
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                    
|            | 
|3.1         |  | Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 of Registrant's Form S-1 Registration No.
333-133437).                                                                                                                         
|            | 
|3.2         |  | Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 of Registrant's Current Report on Form 8-K filed with the SEC on December 18,
2008).                                                                                                     
|            | 
|4.1         |  | Reference is made to Exhibits 3.1 and 3.2.                                                                                                                                                                                                                     
|            | 
|4.2         |  | Form of Common Stock certificate (incorporated by reference to Exhibit 4.2 of Registrant's Form S-1 Registration No.
333-133437).                                                                                                                              
|            | 
|4.3         |  | Amended and Restated Investors Rights Agreement, dated February 10, 2006, by and among the Registrant and the investors listed on the signature
pages thereto (incorporated by reference to Exhibit 4.3 of Registrants Form S-1 Registration No. 333-133437).
|            | 
|10.1        |  | Form of Indemnification Agreement between the Registrant and each of its directors, executive officers and certain key employees (incorporated by
reference to Exhibit 10.1 of Registrants Form S-1 Registration No. 333-133437).                             



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|            |  |                                                                                                                                                                                                                                                                                       
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                           
|            | 
|10.2        |  | Riverbed Technology, Inc. 2002 Stock Plan (incorporated by reference to Exhibit 10.2 of Registrants Form S-1 Registration No. 333-133437).
*                                                                                                                                         
|            | 
|10.3        |  | Form of 2002 Stock Plan Stock Option Agreement (incorporated by reference to Exhibit 10.3 of Registrants Form S-1 Registration No.
333-133437). *                                                                                                                                    
|            | 
|10.4        |  | Form of 2002 Stock Plan Stock Option Agreement (Officers and Key Employees) (incorporated by reference to Exhibit 10.4 of Registrants Form
S-1 Registration No. 333-133437). *                                                                                                       
|            | 
|10.5        |  | Form of 2002 Stock Plan Stock Option Agreement (Installment Vesting) (incorporated by reference to Exhibit 10.34 of Registrants Form S-1
Registration No. 333-133437). *                                                                                                             
|            | 
|10.6        |  | Form of 2002 Stock Plan Stock Option Agreement (Officers and Key Employees) (Installment Vesting) (incorporated by reference to Exhibit 10.35 of
Registrants Form S-1 Registration No. 333-133437). *                                                                                
|            | 
|10.7        |  | 2006 Equity Incentive Plan and form of agreement thereunder (incorporated by reference to Exhibit 10.5 of Registrants Form S-1
Registration No. 333-133437). *                                                                                                                       
|            | 
|10.8        |  | Form of 2006 Equity Incentive Plan Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 of Registrants Current Report on
Form 8-K filed with the SEC on May 7, 2008).*                                                                                         
|            | 
|10.9        |  | Form of 2006 Equity Incentive Plan Notice of Stock Option Grant and Stock Option Agreement (incorporated by reference to Exhibit 10.42 of
Registrants Quarterly Report on Form 10-Q, Registration No. 001-33023, filed with the SEC on July 30, 2007). *                             
|            | 
|10.10       |  | 2006 Director Option Plan and forms of agreements thereunder (incorporated by reference to Exhibit 10.6 of Registrants Form S-1
Registration No. 333-133437). *                                                                                                                      
|            | 
|10.11       |  | Amendment No. 1 to 2006 Director Option Plan, dated March 4, 2008. *                                                                                                                                                                                                                  
|            | 
|10.12       |  | Form of 2006 Director Option Plan Notice of Stock Option Grant (incorporated by reference to Exhibit 10.45 of Registrants Quarterly Report on
Form 10-Q, Registration No. 001-33023, filed with the SEC on October 25, 2007). *                                                      
|            | 
|10.13       |  | 2006 Employee Stock Purchase Plan, as amended on April 11, 2007. *                                                                                                                                                                                                                    
|            | 
|10.14       |  | Riverbed Technology, Inc. Management Bonus Plan (incorporated by reference to Exhibit 10.43 of Registrants Quarterly Report on
Form 10-Q, Registration No. 001-33023, filed with the SEC on July 30, 2007).*                                                                         
|            | 
|10.15       |  | Management Bonus Plan, as amended December 15, 2008.*                                                                                                                                                                                                                                 
|            | 
|10.16       |  | Amended and Restated Change in Control Severance Agreement, dated as of December 19, 2008, with Jerry M. Kennelly. *                                                                                                                                                                  
|            | 
|10.17       |  | Amended and Restated Change in Control Severance Agreement, dated as of December 19, 2008, with Randy S. Gottfried. *                                                                                                                                                                 
|            | 
|10.18       |  | Offer Letter with David M. Peranich, dated July 7, 2006 (incorporated by reference to Exhibit 10.39 of Registrants Form S-1 Registration
No. 333-133437). *                                                                                                                          
|            | 
|10.19       |  | Agreement of Sublease dated September 26, 2006 between PricewaterhouseCoopers LLP and the Registrant (incorporated by reference to
Exhibit 10.1 of Registrants Current Report on Form 8-K filed on October 2, 2006).                                                                 
|            | 
|10.20       |  | Lease agreement for 199 Fremont Street dated March 21, 2007 between GLL Fremont Street Partners, Inc. and the Registrant (incorporated by reference
to Exhibit 10.22 of Registrant's Annual Report on Form 10-K, Registration No. 001-33023, filed with the SEC on February 15, 2008).



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|            |  |                                                                                                                                                                                                                                                     
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                         
|            | 
|10.21       |  | Lease agreement dated June 28, 2007 between W2005 RPS Realty, L.L.C. and the Registrant (incorporated by reference to Exhibit 10.44 of
Registrants Quarterly Report on Form 10-Q, Registration No. 001-33023, filed with the SEC on July 30, 2007).
|            | 
|14.1        |  | Code of Business Conduct, as adopted on April 12, 2006.                                                                                                                                                                                             
|            | 
|14.2        |  | Code of Ethics for Chief Executive Officer and Senior Financial Officers, as adopted on April 12, 2006.                                                                                                                                             
|            | 
|21.1        |  | List of subsidiaries.                                                                                                                                                                                                                               
|            | 
|23.1        |  | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.                                                                                                                                                                        
|            | 
|31.1        |  | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.                                                                                                                                                     
|            | 
|31.2        |  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.                                                                                                                                                     
|            | 
|32.1        |  | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.                                                                                                                         

The certification attached as Exhibit 32.1 that accompanies this Annual Report on Form 10-K is not deemed
filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Riverbed Technology, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date
of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.



|* | Management contract or compensatory plan or arrangement.
|- | --------------------------------------------------------



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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, on February 23, 2009.



RIVERBED TECHNOLOGY, INC.By:

/S/    JERRY M. KENNELLYJerry M. Kennelly, President and Chief Executive
OfficerRIVERBED TECHNOLOGY, INC.By:

/S/    RANDY S. GOTTFRIEDRandy S. Gottfried, Chief Financial Officer


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



|                                                     |  |                                                                              |  |                  
|---------------------------------------------------- |  | ---------------------------------------------------------------------------- |  | -----------------
|Signature                                            |  | Title                                                                        |  | Date             
|                                                     |  |                                                                             
|/s/    JERRY M. KENNELLY
Jerry M. Kennelly           |  | President, Chief Executive Officer and Chairman(Principal Executive Officer) |  | February 23, 2009
|                                                     |  |                                                                             
|/s/    RANDY S. GOTTFRIED
Randy S. Gottfried         |  | Chief Financial Officer(Principal Financial and Accounting Officer)          |  | February 23, 2009
|                                                     |  |                                                                             
|/s/    STEVEN MCCANNE Steven McCanne                 |  | Director                                                                     |  | February 23, 2009
|                                                     |  |                                                                             
|/s/    MARK A. FLOYD Mark A. Floyd                   |  | Director                                                                     |  | February 23, 2009
|                                                     |  |                                                                             
|/s/    MICHAEL R. KOUREY
Michael R. Kourey           |  | Director                                                                     |  | February 23, 2009
|                                                     |  |                                                                             
|/s/    STANLEY J.
MERESMAN Stanley J. Meresman       |  | Director                                                                     |  | February 23, 2009
|                                                     |  |                                                                             
|/s/    CHRISTOPHER J.
SCHAEPE Christopher J. Schaepe |  | Director                                                                     |  | February 23, 2009
|                                                     |  |                                                                             
|/s/    JAMES R. SWARTZ
James R. Swartz               |  | Director                                                                     |  | February 23, 2009



92