Use these links to rapidly review the documentTable of Contents ITEM 8. Financial Statements and Supplementary Data



Table of Contents



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

FORM 10-K

(Mark one)ý

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

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
from                                to


Commission file number 000-52014

TECHWELL, INC.(Exact name of Registrant as specified in its charter)

Delaware(State or other jurisdiction of incorporation
or organization)

77-0451738(I.R.S Employer Identification No.)408 E. Plumeria Drive San Jose, California(Address of principal executive offices)

95134(Zip Code)


Registrant's telephone number, including area code:(408) 435-3888Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Name of each exchange on which registeredCommon Stock, par value $0.001 per share

The NASDAQ Stock Market LLC


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

(Title of class)None


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

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

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. ý Yes    o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such
files) o Yes    o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter)
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. ý

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 definition of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated filer o

Accelerated filer ý

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

Smaller Reporting Company o


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

The aggregate market value of the registrant's common stock held by non-affiliates of the registrant, based upon the closing price of a share of the
registrant's common stock on June 30, 2009 as reported by the NASDAQ Global Market on that date, was $134,229,739.

Number
of shares of the registrant's common stock outstanding as of February 28, 2010: 22,133,012, at $0.001 par value.

DOCUMENTS INCORPORATED BY REFERENCE

Items 10 (as to directors, audit committee financial expert and Section 16(a) Beneficial Ownership
Reporting Compliance), 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K incorporate by reference information from the Registrant's proxy statement to be filed
with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2009 in connection with the solicitation of proxies for the Registrant's 2010 Annual
Meeting of Stockholders.



---





Table of Contents



Table of Contents



PART IItem 1.

Business

3Overview

3Industry Background

4Our Strengths

4Our Growth Strategy

6Products

6Technology

8Customers

9Sales and Marketing

10Backlog

10Research and Development

10Intellectual Property

11Manufacturing

11Competition

12Employees

13Available Information

13Executive Officers and Other Key Employees

13Item 1A.

Risk Factors

14Item 1B.

Unresolved Staff Comments

28Item 2.

Properties

28Item 3.

Legal Proceedings

28Item 4.

Reserved

28PART IIItem 5.

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

29Item 6.

Selected Financial Data

30Item 7.

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

32Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

43Item 8.

Financial Statements and Supplementary Data

44Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

74Item 9A.

Controls and Procedures

74Item 9B.

Other Information

78PART IIIItem 10.

Directors, Executive Officers of the Registrant and Corporate Governance

78Item 11.

Executive Compensation

78Item 12.

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

78Item 13.

Certain Relationships, Related Transactions and Director Independence

78Item 14.

Principal Accountant Fees and Services

78PART IVItem 15.

Exhibits and Financial Statement Schedules

78Signatures

82


2

---





Table of Contents

This Annual Report on Form 10-K contains forward-looking statements that involve risks and uncertainties. These
statements relate to future periods, future events or our future operating or financial plans or performance. These statements can often be identified by the use of forward-looking terminology such as
"expects," "believes," "intends," "anticipates," "estimates," "plans," "may," or "will," or the negative of these terms, and other similar expressions. These forward-looking statements include
statements as to the source of our revenue, our ability to generate revenue, our ability to sustain our growth rate and profitability, expected growth in our target markets and application-specific
products, our expectation regarding the increase in certain expenses, our cash needs, our capital requirements, our market risk sensitivity, our business and product strategies, our anticipated tax
rate, industry trends and our anticipation that developments in our technologies and new products will increase our target market share.

These forward-looking statements reflect our current views with respect to future events, are based on assumptions and are subject to risks and uncertainties.
These risks and uncertainties could cause actual results to differ materially from those projected and include, but are not limited to, fluctuations in our revenue and operating results, our ability
to sustain profitability, the demand for our products in our target markets, our ability to compete, our dependence on key and highly skilled personnel, the ability to develop new products and to
enhance our existing products, the continued seasonality of our business due to our target markets and location of our customers, our ability to integrate businesses that we may acquire, our ability
to estimate and predict customer demand, economic volatility in either domestic or foreign markets, the impact of any change in United States federal income tax laws and the loss of any beneficial tax
treatment that we currently enjoy, our reliance on independent foundries and subcontractors for the manufacture, assembly and testing of our products, the length of our sales cycle and reliance on
distributors, our ability to protect our intellectual property, the cyclical nature of the semiconductor industry, our ability to raise capital, the potential volatility of our stock, the outcome of
future litigation and the other risks set
forth under Item 1A. "Risk Factors." Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by federal securities laws,
we undertake no obligation to update any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

In this report all references to "Techwell," "we," "us" or "our" mean Techwell, Inc.

Techwell is our registered trademark. We also refer to trademarks of other corporations and organizations in this
Form 10-K.

PART I

ITEM 1.    Business

Overview

We are a fabless semiconductor company that designs, markets and sells mixed signal integrated circuits for two primary markets,
security surveillance and automotive infotainment. We design application-specific products for these markets that enable the conversion of analog video signals to digital form and perform advanced
digital video processing to facilitate the display, storage and transport of video content. We believe this application-specific product strategy allows us to better address varying customer
requirements and fully leverage our technology capabilities within our two core markets. Our semiconductors are based on our proprietary architecture and mixed signal technologies that we believe
provide high video quality under a wide range of signal conditions, enable high levels of integration and are cost-effective.

3

---



Table of Contents

Industry Background

Growth in Video Applications Based on Digital Technology

Video applications based on digital technology are experiencing rapid growth in the security surveillance and automotive infotainment
markets. This growth is largely attributable to significant improvements in the user experience, including enhanced video quality, increased functionality and reduced form factors as well as the lower
cost of such systems.

The
security surveillance market is comprised of systems that receive video from multiple surveillance cameras. Security surveillance systems are increasingly incorporating digital
technologies that provide advanced functionalities such as video motion detection, hard disk drive storage, intelligent video content analysis and remote monitoring over the Internet. In addition, a
heightened focus on security and declining system prices are driving increased demand for security surveillance systems.

Applications
such as navigation, DVD entertainment, enhanced driver information systems and backup cameras are causing the proliferation of in-car LCD displays in the
automotive infotainment market. These displays are capable of displaying video and graphics signals from a variety of sources, including navigation systems, DVDs, game consoles, TV tuners and cameras.
In addition to being incorporated into new automobiles by manufacturers, these systems are also increasingly being purchased by consumers in the aftermarket.

The Complexity of Video

To display, store and transport video content, digital video applications receive analog video signals based on multiple standards from
a variety of sources. For example, a security surveillance system receives analog video signals from multiple surveillance cameras for storage on a hard disk drive, display on a TV or PC monitor or
transport over the Internet. In addition, an in-car LCD display typically receives analog signals from navigation systems, DVDs, game consoles, TV tuners and cameras.

Video
sources such as security surveillance cameras, DVD players, and game consoles generate video signals that conform to popular analog video standards such as composite,
S-video, component and Syndicate of Radio and Television Manufacturers, or SCART. However, these sources may generate video signals that are off-specification or weak, both of
which deteriorate video quality. Off-specification signals are signals that have been generated with slight variations to specifications under a particular standard. Weak signals are
signals that conform to specifications but result in high levels of noise. Digital video applications must support these standard analog video signals, even if they are off-specification
or weak, without sacrificing video quality.

Opportunity for Mixed Signal Video Semiconductors

Mixed signal video semiconductors are critical components of digital video applications and enable the conversion of standard analog
video signals to digital form, even if they are off-specification or weak. In addition, these semiconductors incorporate advanced digital video processing to improve video quality and
provide enhanced functionality. Designing these semiconductors requires an extensive knowledge of TV broadcast and popular analog video standards as well as significant digital video processing
expertise and advanced analog design capability. We believe that semiconductor companies that possess the combination of these capabilities will benefit most from the growth in digital video
applications.

Our Strengths

Since our inception, we have internally developed the combination of technologies, expertise and capabilities necessary for the
conversion and processing of video signals. We do not depend on third-

4

---



Table of Contents

parties
for any material technology, expertise or capability. We believe we have the following technology strengths:

Advanced Analog Design Capability.As a result of our advanced analog design capability, we have developed multiple technologies that
enable analog
video signals to be processed digitally. One of the key analog technologies we have developed internally is our high performance, cost-effective and low power analog front-end
that conditions and converts analog video signals into a digital format. The multiple core functions performed within our analog front-end are anti-aliasing filtering,
automatic gain control signal clamping and analog to digital conversion. Other key analog technologies we have developed internally are phase lock loops, high frequency and sigma delta analog to
digital converters, video and audio digital to analog converters and low voltage differential signaling.

Advanced Digital Video Processing Technology.We have a proprietary video decoding architecture for decoding analog video. This
architecture allows
us to cost-effectively implement two dimension, or 2D, and three dimension, or 3D, comb filtering, color demodulating and sync processing, which are the key technologies required for high
performance video decoding. Comb filtering enables improved video quality, while sync processing enables support of weak and off-specification signals. In addition, we have developed a
number of digital technologies targeted at specific applications in the security surveillance and automotive infotainment markets. For example, we have developed deinterlacing, scaling and image
enhancement algorithms, which are important technologies for displaying video signals in in-car LCD display and advanced TV applications. Similarly, we have developed multiplexing, motion
detection, multiple picture-in-picture and motion JPEG compression technologies for security surveillance systems.

Expertise in TV Broadcast and Popular Analog Video Standards.Our focus on video has enabled us to develop expertise in analog TV
broadcast and
popular analog video signals, including off-specification and weak signals that are difficult to support. As a result, we have the extensive knowledge base required to perform the analog,
mixed signal and digital processing necessary for the display, storage and transport of video signals. This is particularly important because no standards body exists to determine and qualify products
developed to meet analog video standards.

Integrated Analog and Digital Technologies in a Standard CMOS Process.We integrate our advanced digital technologies with our analog
technologies on
a single semiconductor using a standard complementary metal-oxide semiconductor, or CMOS, process. We believe this provides us with performance, cost and power advantages over other processes such as
bipolar.

We
believe that the combination of the technology strengths listed above allows us to provide our customers with significant benefits, including:

High Performance.We enable our customers to achieve high video quality by limiting artifacts such as cross-color, crawling or dangling
dots and
stair-stepping or jagging that are commonly found when processing analog video signals. Our technology also enables our customers' products to support multiple standard signals, even if
off-specification or weak, without sacrificing video quality. The result is high video quality under a wide range of signal conditions.

High Levels of Integration.We integrate our analog conversion and digital processing technologies into a single semiconductor. For
example, in the
security surveillance market, we integrate multiple video decoders and a system controller into a single highly integrated semiconductor, allowing for increased functionality and enabling our
customers to reduce system-level costs significantly. Similarly, in the automotive infotainment market, we integrate a video decoder, display processor and a timing controller into a single
semiconductor, also enabling our customers to reduce system-level costs.

5

---



Table of Contents

Cost-effectiveness.Our proprietary video decoding architecture and our standard CMOS
process design expertise allow us to reduce the number of transistors required to design semiconductors cost-effectively.

Our Growth Strategy

Our objective is to be the leading provider of high performance, cost-effective mixed signal semiconductors to the security
surveillance and automotive infotainment markets. To achieve this objective, we expect to continue to pursue the following strategies:

Target Multiple High Growth Digital Video Applications.We address a number of digital video applications in the security surveillance
and automotive
infotainment markets that provide us with multiple high growth opportunities. Our products are incorporated into numerous security surveillance applications, including embedded digital video
recorders, or DVRs, networked video recorders, or NVRs, and multiplexers. Our products are also incorporated into numerous automotive infotainment applications such as rear seat entertainment, front
console navigation and rear view mirror displays.

Develop Additional Application-Specific Products.We provide our customers with application-specific products designed specifically to
address the
requirements of the specific market we target. These application-specific products integrate our video decoder with our advanced digital processing technologies and target the security surveillance
and automotive infotainment markets. We believe that our application-specific product strategy allows us to better address varying customer requirements and fully leverage our technology capabilities.
We plan to maintain and expand upon this product strategy in the future.

Develop New Technologies.We plan to continue to develop additional technologies to address evolving customer requirements. For example,
 we have
expanded our research and development efforts and are developing H.264 encoding and decoding technologies, which are important functions for storing, displaying and networking video. Consistent with
our product strategy, we intend to incorporate these H.264 encoding and decoding technologies into our application-specific products in the future.

We
have also developed a new technology that will enable full high definition display using the existing coaxial infrastructure that currently enables standard definition display. We are
now in the process of
productizing the technology for use by customers supplying DVR and camera components to the security surveillance market.

Expand Customer Relationships.Our mixed signal semiconductors are used by over 100 companies in the security surveillance and
automotive
infotainment markets. We sell our semiconductors through sales and customer support personnel and sales and marketing offices in the United States, Japan, South Korea, Taiwan and China. We intend to
continue to expand our sales, marketing and technical support capabilities to pursue additional design wins with our existing customers and to develop relationships with new customers in our target
markets.

Products

We design, market and sell mixed signal semiconductor products that enable the conversion of analog video signals to digital form and
perform advanced digital video processing to facilitate the display, storage and transport of video content. Historically, we classified our initial products as general purpose products in that they
serviced multiple markets. In the process of supplying products to these markets, we developed specific knowledge regarding the requirements for certain markets. We then concentrated our development
efforts on video applications within a limited number of target markets. Today, our application-specific products include products specifically designed for security surveillance systems and
automotive infotainment displays. We intend to continue to develop new generations of products for each of these application-specific product lines. To a lesser extent, we continue to design,

6

---



Table of Contents

market
and sell general purpose video decoders for applications in consumer products. Accordingly, we classify our products in three primary lines: security surveillance, automotive infotainment and
consumer.

Security Surveillance.Our security surveillance products integrate important functions required to display, store and transport analog
video signals
from security surveillance cameras. For example, we integrate multiple video decoders into a single semiconductor. As a result, this semiconductor is able to receive and decode analog video signals
from multiple cameras into a standard digital format. In addition, we integrate a multiplexer, a key technology required to combine multiple video signals into a single video signal, and a display
processor, a key technology required to display multiple video channels. In December 2008, we introduced a new security surveillance product which includes a 16 channel multiplexer and supports
the display of multiple standard definition and high definition video sources.
We currently sell our security surveillance products to customers for use in numerous applications including DVRs, PC-based DVRs, NVRs and multiplexers.

Automotive Infotainment.Our automotive infotainment display products integrate important functions required to display popular analog
video, high
definition video and PC graphics signals on a LCD display. These key functions include a video decoder, deinterlacer and scaler. In addition, our newer generation LCD display products integrate a
timing controller to interface directly with certain types of LCD displays and image enhancement functionality to improve overall video quality. In January 2008, we announced the introduction of five
new LCD display processors designed for the automotive end market. These new products are designed to offer our customers a comprehensive set of capabilities including advanced image processing, an
integrated programmable timing controller and multiple analog and digital video inputs.

Consumer.Our consumer video decoder products are high performance mixed signal semiconductors that decode analog TV broadcast signals,
including
NTSC, PAL and SECAM, and popular analog video signals, including composite, S-Video, component and SCART, into a standard digital format. Our video decoder products integrate proprietary
sync processing, color demodulating and digital 2D and 3D comb filtering, which are the key technologies required for high performance video decoding. We offer a broad range of video decoder products
at various price points and with varying features.

7

---



Table of Contents

The
following table summarizes the features and diverse applications of our primary product lines:

Product Line

Key Features

Target ApplicationsSecurity Surveillance

Integrates four NTSC and PAL video decoders
Incorporates motion detection, scaling and/or audio analog to digital
converters Integrates a multiplexer and a MJPEG video
CODEC

Embedded DVR, PC based DVR, NVR and multiplexerAutomotive Infotainment

Integrates NTSC, PAL, SECAM video decoder, deinterlacer,
scaler, timing controller and image enhancement Supports
composite, component, S-video and SCART video formats Incorporates image enhancement and analog and digital timing controller

In-car LCD display, including front console, rear seat and rear view mirror displaysConsumer

Supports NTSC, PAL and SECAM analog TV broadcast
formats Supports composite, component, S-video and SCART video
formats Incorporates either 2D or 3D comb filter and either 9
or 10 bit analog to digital converterAvailable with 100mW to 800mW power consumption

Advanced TV, DVD recorder, multifunction LCD monitor, camcorders and PC peripherals including TV tuner cards and USB TV boxes


Our
other products include early generation mixed signal semiconductors for digital video applications and a PCI video decoder product, which is a video decoder that utilizes peripheral
component interconnect, or PCI, technology for personal computer applications.

Technology

We have several core competencies that enable us to design important analog, mixed signal and digital technologies that can be
implemented across our application-specific product lines. Over the last ten years, we have internally developed the combination of technologies, expertise and capabilities necessary for the
conversion and processing of video signals. We do not depend on third-parties for any material technology, expertise or capability.

We
have developed a proprietary high performance and cost-effective video decoder technology that receives and converts various analog video signals, including TV broadcast,
composite video, S-video, component and SCART, into a standard digital format. Our video decoder uses both analog and digital circuitry. Our video decoder uses our high performance,
cost-effective and low power analog front-end for signal conditioning and sampling the analog signal into digital format. It uses our advanced digital processing circuitry,
including a 2D and 3D comb filter, a color demodulator and a sync processor for deciphering the raw digital stream into the four principal components: luminance,

8

---



Table of Contents

U, V
and synchronization. These are important technologies required for high performance video decoding. Comb filtering is a technique for separating TV broadcast and composite video signals
into luminance and modulated chrominance. Our advanced comb filter provides separation resulting in high-resolution image with minimal visible artifacts such as cross color and crawling or
dangling dots. Our color demodulator converts the modulated chrominance signals based on NTSC, PAL and SECAM standards and sub-standards into baseband U and V components. Our sync
processor extracts the vertical and horizontal synchronization information from the video stream, which is required for the display device to reconstruct the original video content. Both our advanced
color demodulator and our advanced sync processor are critical to our decoder's ability to support off-specification and weak signals.

We
have expertise in analog TV broadcast and popular analog video standards. These standards typically define video signal characteristics such as line period, field rate, signal
amplitude, chrominance modulation scheme and frequency, among others. Notwithstanding the existence of standards, terrestrial TV stations and video applications such as TVs, VCRs, DVD players, game
consoles, camcorders and security cameras sometimes generate signals that are off-specification due to their mechanical nature or other characteristics. In addition, these video sources
sometimes contain noise from interference, additional modulation/de-modulation processing or RF transmission. These variations in signal standards and signal strength create significant
challenges for original equipment manufacturers, or OEMs, and, in turn, semiconductor companies. To deal with these challenges, we believe these semiconductor companies require expertise in analog TV
broadcast and popular analog video standards to assure manufacturers that their products can support these signals, even if they are off-specification or weak.

We
design semiconductors that receive an analog signal, convert the analog signal to a digital signal represented by ones and zeroes and then use digital circuitry to process the signal.
Using digital circuitry to process analog video signals allows us to achieve high performance video, integrate more functionality and reduce costs. As a result, we combine analog functionality on the
same semiconductor substrate with digital functionality. Digital circuits perform high speed switching between logic states that generate transients known as electromagnetic interference as well as
electrical noise on the substrate and on the power bus. By contrast, analog circuits are extremely sensitive to noise. There are significant design and development challenges involved in mixing noisy
digital circuits with noise-sensitive analog circuits on the same semiconductor substrate. Our design engineers are skilled at solving these problems to achieve high quality video performance on a
mixed signal semiconductor.

We
have also developed a technology that will enable full high definition display using the existing coaxial infrastructure that currently enables standard definition display. We are now
in the process of productizing the technology for use by customers supplying DVR and camera components to the security surveillance market.

Customers

We principally sell our products to distributors who, in turn, sell to OEMs, original design manufacturers, or ODMs, contract
manufacturers and design houses. In addition, we sell our products, though to a lesser extent, directly to OEMs and ODMs. ODMs typically design and manufacture electronic products
to sell to OEMs. In 2009, 2008 and 2007, our largest customers have been distributors, who typically support multiple OEMs and ODMS. In 2009, 2008 and 2007, our largest customer was
Lacewood International Corporation, or Lacewood, our largest distributor in China, who accounted for 35%, 34% and 22% of our revenue, respectively. Our agreements to sell our products through
distribution channels generally provide for a non-exclusive right to sell, and to promote and develop a market for our products in a specified geographic area. These agreements generally
may be terminated by either party on 30 days notice and do not require price protection. Our direct sales to OEMs and ODMs are accomplished through purchase orders.

9

---





Table of Contents

Substantially all of our sales are to customers in Asia, which sales accounted for approximately 97%, 98% and 98% of our revenue in 2009, 2008 and 2007,
respectively. The table below indicates the percentage of total revenue by geographic location for the periods indicated:

Year Ended
December 31,2009

2008

2007China


54
%

37
%

26
%South Korea


21


27


29Taiwan


16


29


40Japan


6


5


3Other


3


2


2Total revenue


100
%

100
%

100
%


Sales and Marketing

We sell our products worldwide through multiple channels, utilizing our direct sales force and applications engineering staff and our
network of domestic and international independent distributors as well as OEMs and ODMs who are supported by our independent sales representatives. Each of these sales channels is
supported by our customer service and marketing organizations. We have marketing and customer support personnel in the United States as well as China, Japan, South Korea and Taiwan. We intend to
expand our sales and support capabilities and our network of independent distributors and sales representatives in key regions domestically and internationally.

Our
sales cycle typically ranges from six to 24 months. We work directly with system designers to create demand for our semiconductors by providing them with application-specific
product information for their system design, engineering and procurement groups. We actively engage these groups during their design processes to introduce them to our semiconductors. We endeavor to
design our products to meet anticipated, increasingly complex and specific design requirements, but which will also support widespread demand for the products and future enhancements to them. If
successful, this process culminates in a system designer deciding to use our products in their system, which we refer to as a design win. Once our product is accepted and designed into an application,
the system designer is likely to continue to use the same or enhanced versions of our product across a number of their models, which tends to extend the life cycles of our product. If we fail to
achieve an initial design win, we may lose the opportunity for sales to a customer for a number of its products and for a lengthy period of time.

Backlog

Our sales are made primarily pursuant to standard individual purchase orders. Our backlog consists of orders that we have received from
customers that have not yet shipped. Historically, management has not used backlog as an indicator of future business. As our order lead times may vary and as industry practice allows customers to
reschedule or cancel orders on relatively short notice, we believe that backlog is not necessarily a good indicator of future sales. In addition, a substantial portion of our quarterly revenue
typically depends on orders booked and shipped in that quarter.

Research and Development

Our research and development efforts are focused on the development of new technologies for our application-specific product lines. As
of December 31 2009, we had 114 persons engaged in research and development. Our research and development expense was $19.6 million, $17.1 million and $12.3 million in
2009, 2008 and 2007, respectively.

10

---



Table of Contents

Intellectual Property

We seek to protect our proprietary technology, documentation and other written materials primarily under trade secret and copyright
laws. We also typically require employees and consultants with access to our proprietary information to execute confidentiality agreements. The steps taken by us to protect our proprietary information
may not be adequate to prevent misappropriation of our technology.

Although
we rely primarily on trade secret laws and contractual restrictions to protect the technology in the semiconductors we currently design and market, our success and ability to
compete in the future may also depend to a significant degree upon obtaining and enforcing patent protection for our video decoding architecture and other mixed signal technologies. As of
December 31, 2009, we had two issued patents and eleven patent applications pending in the United States and seven patent applications pending in foreign jurisdictions. These patents and patent
applications cover aspects of the technology in the semiconductors we currently design and market, including a patent for our video decoding architecture. Our issued patents have expiration dates
ranging from January 9, 2029 to November 11, 2029. Patents that we currently own do not cover all of the semiconductors that we presently design and market. Our present and future
patents may provide only limited protection for our technology and may not be sufficient to provide competitive advantages to us. For example, competitors could be successful in challenging any issued
patents or, alternatively, could develop similar or more advantageous technologies on their own or design around our patents.

The
laws of other countries in which we market our semiconductors, such as some countries in the Asia/Pacific region, may offer little or no protection for our proprietary technologies.
Reverse engineering, unauthorized copying or other misappropriation of our proprietary technologies could enable third-parties to benefit from our technologies without paying us for doing so. Any
inability to protect our proprietary rights could harm our ability to compete, generate revenue and grow our business.

We
may be required to resort to litigation to enforce our intellectual property rights. We may also be subject to legal proceedings and claims relating to our intellectual property in
the ordinary course of our business. Intellectual property litigation is expensive and time-consuming and could divert management's attention away from running our business. This
litigation could also require us to pay substantial damages to the party claiming infringement, stop selling products or using technology that contains the allegedly infringing intellectual property,
develop non-infringing technology or enter into royalty or license arrangements.

Manufacturing

We do not own or operate a semiconductor fabrication, packaging or testing facility. We depend on third-party vendors to manufacture,
package and test our products. By outsourcing manufacturing, we are able to avoid the cost associated with owning and operating our own manufacturing facility. This allows us to focus our efforts on
the design and marketing of our products.

Semiconductor Fabrication.We currently outsource our semiconductor manufacturing primarily to Taiwan Semiconductor Manufacturing
Company, or TSMC.
We work closely with TSMC to forecast on a monthly basis our manufacturing capacity requirements. Our semiconductors are currently fabricated in several advanced, sub-micron manufacturing
processes. Because finer manufacturing processes lead to enhanced performance, smaller silicon chip size and lower power requirements, we continually evaluate the benefits and feasibility of migrating
to smaller geometry process technologies in order to reduce cost and improve performance. Our products are manufactured using CMOS process technology. The processes we select permit us to engage
independent silicon foundries to fabricate our integrated circuits. By subcontracting our manufacturing requirements, we can focus our resources on design and test applications where we believe we
have greater competitive advantages. This strategy

11

---



Table of Contents

also
eliminates the high cost of owning and operating semiconductor wafer fabrication facilities. Nevertheless, because we do not have a formal, long-term pricing agreement with TSMC, our
wafer costs and services are subject to sudden price fluctuations based on the cyclical demand for semiconductors. Our engineers work closely with TSMC to increase yields, lower
manufacturing costs and improve quality. Our operations and quality engineering teams closely manage the interface between manufacturing and design engineering. As a result, we are responsible for the
complete functional and parametric performance testing of our devices, including quality. We employ an operations and quality organization to work very closely with our semiconductor wafer
manufacturers. We also arrange with our foundries to have online work-in-process control.

Assembly and Test.Our products are shipped from our semiconductor manufacturers to third-party sort, assembly and test facilities
where they are
assembled into finished semiconductors and tested. We outsource all packaging and testing of our products to assembly and test subcontractors, primarily to Advanced Semiconductor
Engineering, Inc., or ASE, in Taiwan. Our products are designed to use low cost, standard packages and be tested with widely available test equipment. We have also qualified and retained
additional vendors to assemble and test our semiconductors.

Quality Assurance.We focus on product reliability from the initial stage of the design cycle through each specific design process,
including layout
and production test design. We prequalify each assembly and foundry subcontractor. This prequalification process consists of a series of industry standard environmental product stress tests, as well
as an audit and analysis of the subcontractor's quality system and manufacturing capability. We also participate in quality and reliability monitoring through each stage of the production cycle by
reviewing electrical and parametric data from our wafer foundry and assembly subcontractors. We closely monitor wafer foundry production to ensure consistent overall quality, reliability and
yield levels.

All
of our principal independent foundries and package assembly facilities are currently ISO 9001 certified.

Competition

The market in which we operate is extremely competitive, and is characterized by rapid technological change, continuously evolving
customer requirements and declining average selling prices. We may not be able to compete successfully against current or potential competitors. We compete with numerous domestic and international
semiconductor manufacturers and designers, including NXP, Inc. (formerly Philips Semiconductors), Texas Instruments Inc., MStar Semiconductor Inc., Conexant Systems Inc.
and Nextchip Company Ltd. Most of our current and potential competitors have longer operating histories, significantly greater resources and name recognition and a larger base of customers than
we do. This may allow them to respond more quickly than us to new or emerging technologies or changes in customer requirements. Some of our
competitors currently offer product features or technologies that we do not currently offer but intend to sell in the future. We must, therefore, compete against competitors that have more experience
in developing and selling products and technologies that we do not currently offer but intend to offer in the future. Some of our competitors also use smaller geometry process technologies in their
products, which can result in better manufacturing yields and decreased costs. In addition, these competitors may have greater credibility with our existing and potential customers. Many of our
current and potential customers have their own internally developed semiconductor solutions, and may choose not to purchase products from third-party suppliers like us. Increased competition could
harm our business, by, for example, increasing pressure on our profit margins or causing us to lose customers. In addition, delivery of products with defects or reliability, quality or compatibility
problems may damage our reputation and competitive position.

12

---



Table of Contents

Our
ability to compete successfully depends on a number of factors, including:



We
believe we currently compete favorably with respect to these factors in the aggregate. However, we cannot assure you that our semiconductor products will continue to compete favorably
or that we will be successful in the face of increasing competition from new products and enhancements introduced by existing competitors or new companies entering our market.

Employees

As of December 31, 2009, we employed 206 full-time employees, including 114 in research and development, 56 in
sales, marketing and support, 19 in operations and 17 in general and administration. We have never had a work stoppage and none of our employees is represented by a labor organization or under any
collective bargaining arrangements. We consider our employee relations to be good.

Available Information

We were incorporated in California in 1997 and reincorporated in Delaware in 2006. The mailing address of our headquarters is 408 E.
Plumeria Drive, San Jose, California 95134, and our telephone number at that location is (408) 435-3888. Our website is www.techwellinc.com. Through a link on the Investor Relations
section of our website, we make available the following filings as soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission, or
SEC: our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. All such filings are available free of charge.

Executive Officers and Other Key Employees

The following table shows information about our executive officers and other key employees as of February 28, 2010:

Name

Age

PositionFumihiro Kozato

50

President, Chief Executive Officer and DirectorMark Voll

55

Vice President of Finance and Administration and Chief Financial OfficerDr. Feng Kuo

52

Senior Vice President and Chief Technical OfficerDong Wook (David) Nam

42

Vice President of Sales and MarketingJoe Kamei

53

Vice President of Operations


Fumihiro Kozatofounded Techwell in 1997 and has served as our president and chief executive officer since inception. From 1995 to 1996,
Mr. Kozato was president of Sigmax Technologies, Inc., a CD-ROM controller chip development company. From 1991 to 1995, Mr. Kozato was the business control manager for
Ricoh Co., Ltd, a global manufacturer of office automation equipment. Mr. Kozato holds a B.S. in mathematics from the University of California, Santa Barbara.

13

---



Table of Contents

Mark Vollhas served as our vice president of finance and administration and chief financial officer since November 2005. From December
2004 to July 2005, Mr. Voll served as the interim chief executive officer of Monolithic System Technology, Inc., a semiconductor intellectual property licensing company. From June 2002
to November 2005, Mr. Voll served as chief financial officer at Monolithic System Technology, Inc. From June 2000 to June 2002, Mr. Voll served as the chief financial officer for
Axis
Systems, Inc., a developer of semiconductor verification tools. Mr. Voll holds a B.S. in accounting from Providence College.

Dr. Feng Kuohas served as our vice president of engineering from 1998 to 2000, our chief technical officer since 2000 and our
senior vice president and chief technical officer since 2009. From 1994 to 1996, Dr. Kuo was the vice president of engineering of Sigmax Technologies, Inc., a CD-ROM
controller chip development company. From 1991 to 1994, Dr. Kuo was a design manager at S-MOS systems, a Seiko Epson Corporation affiliated company responsible for semiconductor
development and silicon foundry service. Dr. Kuo holds a B.S. in electrical engineering from National Taiwan University and an M.S. and Ph.D. from Stony Brook University of New York.

Dong Wook (David) Namhas served as our vice president of sales and marketing since July 2005. From October 2002 to June 2005,
Mr. Nam served as our director of sales and from January 2001 to February 2002, he served as our field applications engineer manager. From January 1994 to January 2001, Mr. Nam was a
technical applications and marketing engineer at Samsung Electronics Co., Ltd., a large consumer electronics company. Mr. Nam holds a B.S. in electrical engineering from KyungPook
National University in South Korea.

Joe Kameihas served as our vice president of operations since July 2007 and our director of operations from May 2000 to June 2006. From
1998 to 2000, Mr. Kamei was a manager at Kanematsu USA Inc., a Japanese general trading company. From 1991 to 1998, Mr. Kamei was an engineering manager at
Ricoh Co., Ltd., a global manufacturer of office automation equipment. Mr. Kamei holds a B.S. of precise machinery engineering from Tokyo University.

ITEM 1A.    Risk Factors

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

Risks Related to Our Business

Fluctuations in our revenue and operating results on a quarterly basis could cause the market price of our common stock to decline.

Our revenue and operating results are difficult to predict, have in the past fluctuated, and may in the future fluctuate from quarter
to quarter. It is possible that our operating results in some quarters will be below market expectations. This would likely cause the market price of our common stock to decline. Our quarterly
operating results are affected by a number of factors, including:



14

---



Table of Contents



We
base our planned operating expenses in part on our expectations of future revenue, and a significant portion of our expenses is relatively fixed in the short-term. We have
limited historical financial data from which to predict future sales for our products. As a result, it is difficult for us to forecast our future revenue and budget our operating expenses accordingly.
If revenue for a particular quarter is lower than we expect, we likely will be unable to proportionately reduce our operating expenses for that quarter, which would harm our operating results for that
quarter.

We may not sustain or increase profitability in the future, which may cause the market price of our common stock to decline.

To sustain or increase profitability, we will need to generate and sustain substantially higher revenue while maintaining reasonable
cost and expense levels. We currently expect to increase expense levels in each of the next several quarters to support increased research and development efforts. These expenditures may not result in
increased revenue or customer growth. Because many of our expenses are fixed in the short-term, or are incurred in advance of anticipated sales, we may not be able to decrease our expenses
in a timely manner to offset any shortfall of sales. We also believe our future effective tax rate will be at or near the current statutory tax rate, which is higher than our average historical annual
effective tax rate. This will harm our future financial results and negatively impact our profitability. We may not be able to sustain or increase profitability on a quarterly or an annual basis. This
may, in turn, cause the price of our common stock to decline.

The demand for our products is affected by general economic conditions, which could impact our business.

The United States and international economies are currently experiencing a period of economic downturn. The timing of sustained
economic recovery, if any, is uncertain. In addition, terrorist acts and similar events, turmoil in the Middle East or war in general, could contribute to a slowdown of the market demand for our
products. If the economy continues to slow down as a result of the recent economic, political and social turmoil, or if there are further terrorist attacks in the United States or elsewhere, we may
experience decreases in the demand for our products, which may harm our operating results. Our business has been adversely affected by the current economic downturn. Demand for our products has
suffered as customers delay purchasing decisions or change or reduce their discretionary spending.

Fluctuations in demand for our products may harm our financial results and are difficult to forecast.

Current uncertainty in global economic conditions pose a risk to the overall economy as consumers and businesses may delay or postpone
purchases in response to tighter credit and negative financial

15

---



Table of Contents

news,
which could negatively affect demand for our products. Consequently, demand could be different from our expectations due to many factors including:



If the growth of demand for digital video applications for the security surveillance and automotive infotainment markets does not continue, our ability to increase our
revenue could suffer.

Our ability to increase our revenue will depend on increased demand for digital video applications in the security surveillance and
automotive infotainment markets. In 2009, 70% of our revenue was derived from the sale of our products designed for the security surveillance market. If our products sold into this market decline or
do not increase, or if demand slows in this
market generally, our operating results would suffer. In addition, we have increased our focus on the automotive infotainment market and devoted substantial resources to the development of products
for digital video applications that address this market. If we are not successful in selling our products into this market, or if the automotive infotainment industry in general continues to
experience weak demand, we may not recover the costs associated with our efforts in this area and our operating results could suffer.

The
growth of our target markets is uncertain and will depend in particular upon:



Our success depends on our ability to develop and introduce new products, which we may not be able to do in a timely manner, as product development in smaller wafer
fabrication geometries becomes more complex and costly.

The development of new products is highly complex, and we have experienced some delays in bringing new products to the market in the
past. As our products integrate new, more advanced functions, they become more complex and increasingly difficult to design. In addition, in our effort to decrease cost, we intend to design new
products in smaller fabrication geometries, some of which we may have no prior experience of success. In the past, we have experienced some difficulties in shifting to smaller geometry process
technologies.

Completing
these projects is extremely challenging, time-consuming and expensive, and we can give no assurance that we will succeed or succeed in a timely and
cost-effective manner. Product development delays may result from unanticipated engineering complexities, changing market or competitive product requirements or specifications,
difficulties in overcoming resource limitations, the inability to license third-party technology or other factors. If we are unable to develop products successfully, in a timely and
cost-effective manner, our business, financial condition and results of operations could suffer.

16

---



Table of Contents

The average selling prices of our semiconductor products may be subject to rapid price declines, which could harm our revenue and gross profits.

The semiconductor products we develop and sell may be subject to rapid declines in average selling prices. From time to time, we have
had to reduce our prices significantly to meet customer requirements, and we may be required to reduce our prices in the future. This would cause our gross margins to decline which in turn may
negatively impact our operating results. Our financial results will suffer if we are unable to offset any reductions in our average selling prices by increasing our sales volumes, reducing our costs
or developing new or enhanced products on a timely basis with higher selling prices or gross margins.

We face intense competition and may not be able to compete effectively, which could reduce our market share and decrease our revenue and profitability.

The markets in which we operate are extremely competitive and are characterized by rapid technological change, continuous evolving
customer requirements and declining average selling prices. We may not be able to compete successfully against current or potential competitors. If we do not compete successfully, our market share and
revenue may decline. We compete with large semiconductor manufacturers and designers, and our current and potential competitors have longer operating histories, significantly greater resources and
name recognition and a larger base of customers than we do. This may allow them to respond more quickly than we can to new or emerging technologies or changes in customer requirements. In addition,
these competitors may have greater credibility with our existing and potential customers. Many of our current and potential customers have their own internally developed semiconductor solutions and
may choose not to purchase products from third-party suppliers like us.

We depend on key and highly skilled personnel to operate our business, and if we are unable to retain our current personnel and hire additional personnel, our ability to
develop and market our products could be harmed.

We believe our future success will depend in large part upon our ability to attract and retain highly skilled managerial, engineering
and sales and marketing personnel. The loss of any key employees or the inability to attract or retain qualified personnel could delay the development and introduction of, and harm our ability to
sell, our products and harm the market's perception of us. We believe that our future success is highly dependent on the contributions of Fumihiro Kozato, our president and chief executive officer,
and Dr. Feng Kuo, our senior vice president and chief technical officer. We do not have long-term employment contracts with these or any other key personnel, and their knowledge of
our business and industry would be extremely difficult to replace.

If we fail to develop new products and enhance our existing products in order to react to rapid technological change and market demands, our business will suffer.

We must develop new products and enhance our existing products with improved technologies to meet rapidly evolving customer
requirements. We need to design products for customers who continually require higher performance and functionality at lower costs. We must, therefore, continue to cost-effectively add
features that enhance performance and functionality to our products. The development process for these advancements is lengthy and requires us to accurately anticipate market trends. Our failure to
accurately anticipate market trends in a timely manner will harm the market acceptance of our products and the sales of our products.

Developing
and enhancing these products is uncertain and can be time-consuming, costly and complex. There is a risk that these developments and enhancements will be late,
fail to meet customer or market specifications or not be competitive with products from our competitors that offer

17

---



Table of Contents

comparable
or superior performance and functionality. Any new products or product enhancements may not be accepted in new or existing markets. Our business will suffer if we fail to develop and
introduce new products or product enhancements on a cost-effective basis.

If we fail to achieve initial design wins for our products, we may lose the opportunity for sales for a significant period of time to customers and be unable to recoup our
investments in our products.

We expend considerable resources in order to achieve design wins for our products, especially our new products and product
enhancements. Once a customer designs a semiconductor into a product, it is likely to continue to use the same semiconductor or enhanced versions of that semiconductor from the same supplier across a
number of similar and successor products for a lengthy period of time due to the significant costs associated with qualifying a new supplier and potentially redesigning the product to incorporate a
different semiconductor. If we fail to achieve an initial design win in a customer's qualification process, we may lose the opportunity for significant sales to that customer for a number of its
products and for a lengthy period of time. This may cause us to be unable to recoup our investments in our products, which would harm our business.

If we fail to develop, in a timely manner, or at all, technologies that address the demands of a shift from analog video signals to digital video signals, our operating
results could suffer.

Our semiconductors are principally designed to decode analog video signals into digital images. On June 12, 2009, transmission
of broadcast TV signals were no longer permitted in analog and all broadcast signals must be in a digital format. Current forecasts project that many other electronic products and applications will
similarly transition to digital transmission. We are developing mixed signal and digital technologies to decode digital signals. However, transmission of digital video involves a combination of
emerging technologies. The complexities of these technologies and the variability in implementations between manufacturers may cause our development of semiconductors to be costly and
time-consuming. We may never obtain the benefits of our investment in developing these technologies. The complexities of digital broadcast technologies may also cause some of the
semiconductors we are developing to ultimately work incorrectly for reasons that may be either related or unrelated to our products, or not be interoperable with other key products. Delays or
difficulties in integrating our semiconductors into digital broadcast products or the failure of products incorporating digital video to achieve broad market acceptance could have an adverse effect on
our business.

Our business is subject to seasonality, which is likely to cause our revenue to fluctuate.

Our business is subject to seasonality as a result of the location of our customers. We sell a significant number of our semiconductors
to customers located in Asia, primarily to customers located in regions who observe the Lunar New Year holiday, also referred to as Chinese New Year. Typically, our foreign offices and those of our
customers are closed for a week or more during the extended holiday period. In 2009, 91% of our revenue was attributable to customers located in regions that observe the Lunar New Year holiday. As a
result, we typically experience fluctuations in
our first calendar quarter due in part to a slowing of business activity around the period of the Lunar New Year holiday.

We manufacture our products based on our estimates of customer demand, and if our estimates are incorrect our financial results could be negatively impacted.

Our sales are made on the basis of purchase orders rather than long-term purchase commitments. In addition, our customers
may cancel purchase orders or defer the shipments of our products. We manufacture our products according to our estimates of customer demand. This process requires us to make multiple demand forecast
assumptions, each of which may introduce error into our estimates. If we overestimate customer demand, we may manufacture products that we may not be able to sell. As a result, we would have excess
inventory, which would increase our losses. Conversely, if we underestimate customer demand or if sufficient manufacturing capacity were unavailable, we would forego revenue opportunities, lose market
share and damage our customer relationships.

18

---





Table of Contents

We do not expect to sustain the growth rate of our recent revenue.

Our revenue increased 109% in 2005 from 2004 and 49% in 2006 from 2005. We do not expect to achieve similar growth rates in future
periods. For example, our revenue increased 11% in 2007 from 2006 and 13% in 2008 compared to 2007 and decreased 7% in the 2009 compared to 2008. You should not rely on the results of any prior
quarterly or annual periods as an indication of our future operating performance. If we are unable to maintain adequate revenue growth, our stock price may decline and we may not have adequate
financial resources to execute our business objectives.

We may pursue acquisitions or investments in complementary technologies and businesses, which could harm our operating results and may disrupt our business.

We have pursued and may continue to pursue acquisitions of, or investments in, complementary technologies and businesses. For example,
we acquired substantially all of the assets of a development stage company in October 2009. Acquisitions present a number of potential risks and challenges that could, if not successfully addressed,
disrupt our business operations, increase our operating costs and reduce the value to us of the acquired company. Even if we are
successful, we may not be able to integrate the acquired businesses, products or technologies into our existing business and products. Furthermore, potential acquisitions and investments, whether or
not consummated, may divert management's attention and require considerable cash outlays at the expense of existing operations. In addition, to complete future acquisitions, we may issue equity
securities, incur debt, assume contingent liabilities or have amortization expenses and write-downs of acquired assets, which could adversely affect our profitability.

Changes in our tax rates will affect our future results.

Our future effective tax rates will be favorably or unfavorably affected by the absolute amount and future geographic distribution of
our pre-tax income, our ability to take advantage of the available tax planning strategies and the availability of tax credits. In addition, we are subject to the examination of our income
tax returns by the Internal Revenue Service and other tax authorities. The outcomes of these examinations, when and if they occur, could harm our financial condition.

We may not be able to manage our future growth effectively, and we may need to incur significant expenditures to address the additional operational and control requirements
of our growth.

We have experienced a period of significant growth and expansion, which has placed, and any future expansion will continue to place, a
significant strain on management, personnel, systems and financial resources. We have hired additional employees to support an increase in research and development as well as increase our sales and
marketing efforts, which resulted in increasing our headcount from 96 employees as of December 31, 2006 to 206 employees as of December 31, 2009. To manage our growth successfully, we
believe we must effectively:



19

---



Table of Contents

Our
efforts may require substantial managerial and financial resources and may increase our operating costs even though these efforts may not be successful. If we are unable to manage
our growth effectively, we may not be able to take advantage of market opportunities, develop new products, satisfy customer requirements, execute our business plan or respond to competitive
pressures.

We may experience unforeseen delays, expenses or lower than expected product yields for our semiconductors manufactured by our third-party vendors, which could increase our
costs and prevent us from recognizing the benefits of new technologies we develop.

We occasionally have experienced delays in completing the development and introduction of new products and product enhancements, and we
could experience delays in the future that may render our new or enhanced products, when introduced, obsolete and unmarketable. In addition, it is often difficult for semiconductor foundries to
achieve satisfactory product yields. Product yields depend on both our product design and the manufacturing process technology unique to the semiconductor foundry. Since low yields may result from
either design or process difficulties, identifying yield problems can only occur well into the production cycle after a product that can be physically analyzed and tested exists. Poor yields from our
foundry could cause us to sell our products at lower gross margins and therefore harm our financial results.

Defects in our products could increase our costs, cause customer claims and delay our product shipments.

Although we test our products, they are complex and may contain defects and errors. In the past, we have encountered defects and errors
in our products. Delivery of products with defects or reliability, quality or compatibility problems may damage our reputation and our ability to retain existing customers and attract new customers.
In addition, product defects and errors could result in additional development costs, diversion of technical resources, delayed product shipments, increased product returns and product liability
claims against us, which may not be fully covered by insurance. Any of these could harm our business.

We rely on a limited number of independent subcontractors for the manufacture, assembly and testing of our semiconductors, and the failure of any of these third-party
vendors to deliver products or otherwise perform as requested could damage our relationships with our customers, decrease our sales and limit our growth.

We do not have our own manufacturing or assembly facilities and have very limited in-house testing facilities. Therefore,
we must rely on third-party vendors to manufacture, assemble and test the products we design. We currently rely on Taiwan Semiconductor Manufacturing Company, or TSMC, to produce the majority of our
semiconductors. We rely on Advanced Semiconductor Engineering, Inc., or ASE, to assemble, package and test many of our products. If these vendors do not provide us with high-quality
products, services and production and test capacity in a timely manner, or if one or more of these vendors terminates its relationship with us, we may be unable to obtain satisfactory replacements to
fulfill customer orders on a timely basis, our relationships with our customers could suffer and our sales could decrease. Other significant risks associated with relying on these third-party vendors
include:



20

---



Table of Contents



We
currently do not have long-term supply contracts with any of our third-party vendors. Therefore, they are not obligated to perform services or supply products to us for
any specific period, in any specific quantities or at any specific price, except as may be provided in a particular purchase order. Neither TSMC nor ASE has provided contractual assurances to us that
adequate capacity will be available for us to meet future demand for our products. These third-party vendors may allocate capacity to the production of other companies' products while reducing
deliveries to us on short notice. In particular, other customers that are larger and better financed than we are or that have long-term agreements with TSMC or ASE may cause either or both
of them to reallocate capacity to those customers, decreasing the capacity available to us.

We plan to retain additional foundries to manufacture our semiconductors, which could disrupt our current manufacturing process and negatively impact our sales volumes and
revenue.

We are a fabless semiconductor company which relies on third-party manufacturers or foundries to manufacture our semiconductors. We are
reliant on these foundries for the manufacture of our products as well as providing services to assist us in getting our products into production. As a result of the complexity in manufacturing our
semiconductors, it is difficult to determine if a new foundry will be able to successfully produce our products. We may not be able to enter into a relationship with a new foundry that produces
satisfactory yields on a cost-effective basis. If we need another foundry because of increased demand, or the inability to obtain timely and adequate deliveries from our current provider,
we might not be able to cost-effectively and quickly retain other vendors to satisfy our requirements. Any failure to successfully integrate a new foundry could negatively impact our sales
volumes and revenue.

Our business depends on customers, suppliers and operations in Asia, and as a result we are subject to regulatory, operational, financial and political risks, which could
adversely affect our financial results.

The percentage of our revenue attributable to sales to customers in Asia was 97%, 98% and 98% in 2009, 2008 and 2007, respectively. We
expect that revenue from customers in Asia will continue to account for substantially all of our revenue. All our sales currently are denominated in U.S. dollars. As a result, an increase in
the value of the U.S. dollar relative to foreign currencies could make our products less competitive in international markets.

Currently,
we maintain international sales offices in Asia, and we rely on a network of third-party sales representatives to sell our products internationally. We have offices in China,
Japan, Taiwan and South Korea, which serve various aspects of our business. Moreover, we have in the past relied on, and expect to continue to rely on, suppliers, manufacturers and
subcontractors primarily located in Taiwan. Accordingly, we are subject to several risks and challenges, any of which could harm our business and financial results. These risks and challenges
include:



21

---



Table of Contents



Our sales cycle can be lengthy, which could result in uncertainty and delays in generating revenue.

Because our products are based on constantly evolving technologies, we have experienced a lengthy sales cycle for some of our
semiconductors, particularly those designed for digital video applications in the automotive infotainment market. Our sales cycle typically ranges from six to 24 months. We may experience a
delay between the time we increase expenditures for research and development, sales and marketing efforts and inventory to the time we generate revenue, if any, from these expenditures. In addition,
because we do not have long-term commitments from our customers, we must repeat our sales process on a continual basis even for current customers looking to purchase a new product. As a
result, our business could be harmed if a customer reduces or delays its orders, chooses not to release products incorporating our semiconductors or elects not to purchase a new product or product
enhancements from us.

We primarily sell our products through a limited number of distributors, and if our relationships with one or more of those distributors were to terminate, our operating
results may be harmed.

We market and distribute our products primarily through a limited number of distributors, most of which are located in Asia. This
distribution channel has been characterized by rapid change and consolidations. Distributors have accounted for a significant portion of our revenue in the past. Sales to our distributors represented
72%, 79% and 77% of our revenue in 2009, 2008 and 2007, respectively. In 2009, one of our distributors, Lacewood International Corporation, accounted for 35% of our revenue. We do not have any
long-term contractual commitments with our distributors.

Our
operating results and financial condition could be significantly disrupted by the loss of one or more of our current distributors and sales representatives, volume pricing discounts,
order cancellations, delays in shipment by one of our major distributors or sales representatives or the failure of our distributors or sales representatives to successfully sell our products.

We face risks associated with doing business in China.

We derived 54%, 37% and 26% of our revenue in 2009, 2008 and 2007, respectively, from customers located in China and significantly
increased our operations in China in October 2009 by hiring 40 employees in Chengdu, China in connection with our purchase of substantially all of the assets of a development stage company. As
a result, the economic, political, legal and social conditions in China could have a material adverse effect on our business, results of operations and financial condition. In recent years, the
Chinese economy has experienced periods of rapid expansion and high rates of inflation. These factors have led to the adoption by the Chinese government, from time to time, of various corrective
measures designed to restrict the availability of credit or regulate growth and contain inflation. While inflation has been more moderate since 1995, high inflation may in the future cause the Chinese
government to impose controls on credit or prices, or to take other action, which could inhibit economic activity in China, and thereby harm the market for our products. In addition, the legal system
in China has inherent uncertainties that may limit the legal protections available in the event of any claims or disputes that we have with third parties, including our ability to protect the
intellectual property we develop in China or elsewhere. As China's legal system is still evolving, the interpretation of many laws, regulations and rules is not always uniform and enforcement of these
laws,

22

---



Table of Contents

regulations
and rules involve uncertainties, which may limit the remedies available in the event of any claims or disputes with third parties. In addition, any litigation in China may be protracted
and result in substantial costs and diversion of resources and management attention. Some of the other risks related to doing business in China include:



As
a result of our growing operations in China, these risks could have a material adverse effect on our business, results of operations and financial condition.

We rely primarily upon copyright and trade secret laws and contractual restrictions to protect our proprietary rights and if these rights are not sufficiently protected, our
ability to compete and generate revenue could suffer.

We seek to protect our proprietary design processes, documentation and other written materials primarily under trade secret and
copyright laws. We also typically require employees and consultants with access to our proprietary information to execute confidentiality agreements. The steps taken by us to protect our proprietary
information may not be adequate to prevent misappropriation of our technology. In addition, our proprietary rights may not be adequately protected because:



Reverse
engineering, unauthorized copying or other misappropriation of our proprietary technologies could enable third-parties to benefit from our technologies without compensating us
for doing so. For example, if the foundry that manufactures our semiconductors loses control of our intellectual property, it would be more difficult for us to take remedial measures since it is
located in Taiwan, which does not have the same protection for intellectual property as is provided in the United States. Any inability to adequately protect our proprietary rights could harm our
ability to compete, generate revenue and grow our business.

We may not obtain sufficient patent protection on the technology embodied in the semiconductors we currently manufacture and market, which could harm our competitive
position and increase our expenses.

Our success and future revenue growth will depend, in part, on our ability to protect our intellectual property. We primarily rely on
patent, copyright, trademark and trade secret laws, as well as nondisclosure agreements and other methods, to protect our proprietary technologies and processes. Despite our efforts to protect our
proprietary technologies and processes, it is possible that competitors or other unauthorized third parties may obtain, copy, use or disclose our technologies and processes.

Although
we rely primarily on trade secret laws and contractual restrictions to protect the technology in the semiconductors we currently manufacture and market, our success and ability
to compete in the future may also depend to a significant degree upon obtaining patent protection for our proprietary technology. As of December 31, 2009, we had two issued patents in the
United States and

23

---



Table of Contents

eleven
patent applications pending in the United States and seven applications pending in foreign jurisdictions. These patents and patent applications do not cover all of the semiconductors that we
presently manufacture and market. We cannot assure you that any additional patents will be issued. Even if a new patent is issued, the claims allowed may not be sufficiently broad to protect our
technology. In addition, any of our existing or future patents may be challenged, invalidated or circumvented. As such, any rights granted under these patents may not provide us with meaningful
protection. We may not be able to obtain foreign patents or file pending applications corresponding to our U.S. patents and patent applications. Even if foreign patents are granted, effective
enforcement in foreign countries may not be available. If our patents do not adequately protect our technology, our competitors may be able to offer products similar to ours. Our competitors may also
be able to develop similar technology independently or design around our patents. Our present and future patents may provide only limited protection for our technology and may not be sufficient to
provide us with competitive advantages.

We
generally enter into confidentiality agreements with our employees, consultants and strategic partners. We also try to control access to and distribution of our technologies,
documentation and other proprietary information. Despite these efforts, internal or external parties may attempt to copy, disclose, obtain or use our products, services or technology without our
authorization. Also, current or former employees may seek employment with our business partners, customers or competitors, and we cannot assure you that the confidential nature of our proprietary
information will be maintained in the course of such future employment. Additionally, current, departing or former employees or third parties could attempt to penetrate our computer systems and
networks to misappropriate our proprietary information and technology or interrupt our business. Because the techniques used by computer hackers and others to access or sabotage networks change
frequently and generally are not recognized until launched against a target, we may be unable to anticipate, counter or ameliorate these techniques. As a result, our technologies and processes may be
misappropriated, particularly in countries where laws may not protect our proprietary rights as fully as in the United States.

We
cannot assure you that our efforts to prevent the misappropriation or infringement of our intellectual property or the intellectual property of our customers will succeed. Identifying
unauthorized use of our products and technologies is difficult and time consuming. We have in the past been engaged in litigation to enforce or defend our intellectual property rights, protect our
trade secrets, or determine the validity and scope of the proprietary rights of others, including our customers. It is possible that the advent of or developments in such litigation may adversely
affect our relationships and agreements with certain customers that are either involved in such litigation or also have business relationships with the party with whom we are engaged in litigation.
Such litigation (and the settlement thereof) is very expensive and time consuming. Additionally, any litigation can divert the attention of management and other key employees from the operation of the
business, which could negatively impact our business and results of operations.

Intellectual property litigation, which is common in our industry, could be costly, harm our reputation, limit our ability to sell our products and divert the attention of
management and technical personnel.

Our industry is characterized by frequent litigation regarding patent and other intellectual property rights. For example, during 2005
and 2006, we were a party to an administrative proceeding in front of the intellectual property tribunal in South Korea in which another party unsuccessfully sought a determination that our TW2824 and
TW2834 products infringed a South Korean patent allegedly held by that party. We have certain indemnification obligations to customers under our contract development projects with respect to any
infringement of third-party patents and intellectual property rights by our products. If a lawsuit were to be filed against us in connection with claims of infringement, our business would
be harmed.

24

---



Table of Contents

Questions
of infringement in the digital video applications market involve highly technical and subjective analyses. Litigation may be necessary in the future to enforce any patents we
may receive and other intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement or
invalidity, and we may not prevail in any future litigation. Litigation, whether or not determined in our favor or settled, could be costly, could harm our reputation, could cause our customers to use
our competitors' products and could divert the efforts and attention of management and technical personnel from normal business operations. In addition, adverse determinations in litigation could
result in the loss of our proprietary rights, subject us to significant liabilities, require us to seek licenses from third-parties or prevent us from licensing our technology or selling our products,
any of which could seriously harm our business.

Our headquarters are located in the State of California and our third-party manufacturing, assembly and testing vendors have facilities in the State of Washington and in
Taiwan, areas subject to significant earthquake risks. Any disruption to our or their operations resulting from earthquakes or other natural disasters could cause significant delays in the production
or shipment of our product.

TSMC, which manufactures substantially all of our semiconductors, has facilities in the State of Washington and in Taiwan. Our assembly
and testing vendors' facilities are primarily located in Taiwan. In addition, our headquarters are located in Northern California. The risk of an earthquake or extreme weather in the Pacific Rim
region or an earthquake in Northern California or Washington State is significant due to the proximity of major earthquake fault lines. In September 1999, a major earthquake in Taiwan affected the
facilities of TSMC and ASE, our primary assembly vendor, as well as other providers of foundry, packaging and test services. In March 2002 and June 2003, additional earthquakes occurred in Taiwan. In
2005, several typhoons also disrupted the operations of TSMC and ASE. As a result of these natural disasters, these contractors suffered power outages and disruptions that impaired their production
capacity. The occurrence of earthquakes or other natural disasters could result in the disruption of our foundry or assembly and test capacity. We may not be able to obtain alternate capacity on
favorable terms, if at all, which could harm our operating results.

Management may apply our cash, cash equivalents and short-term and long-term investments to uses that do not increase our market value or improve our
operating results.

We intend to use our cash, cash equivalents and short-term and long-term investments for general corporate
purposes, including working capital and capital expenditures. We may also use a portion of our cash, cash equivalents and short-term and long-term investments to acquire or
invest in complementary technologies, businesses or other assets. We have not reserved or allocated our cash, cash equivalents and short-term and long-term investments for any
specific purpose, and we cannot state with certainty how management will use our cash, cash equivalents and short-term and long-term investments. Accordingly, management has
considerable discretion in applying our cash, cash equivalents and short-term and long-term investments and may use our cash, cash equivalents and short-term and
long-term investments for purposes that do not result in any increase in our results of operations or market value. Until the cash, cash equivalents and short-term and
long-term investments are used, they may be placed in investments that do not produce income or lose value.

Risks Related to Our Industry

Due to the cyclical nature of the semiconductor industry, our operating results may fluctuate significantly, which could adversely affect the market price of our common
stock.

The semiconductor industry is highly cyclical and subject to rapid change and evolving industry standards and, from time to time, has
experienced significant downturns. These downturns are characterized by decreases in product demand, excess customer inventory and accelerated erosion of prices. These factors have caused and could
cause substantial fluctuations in our revenue and in our

25

---



Table of Contents

operating
results. Any downturns in the semiconductor industry may be severe and prolonged, and any failure of this industry to fully recover from downturns could harm our business. The semiconductor
industry also periodically experiences increased demand and production capacity constraints, which may affect our ability to ship products. Accordingly, our operating results have varied and may vary
significantly as a result of the general conditions in the semiconductor industry, which could cause our stock price to decline.

Risks Related to Our Common Stock

Our stock price has been volatile and you may not be able to resell shares of our common stock at or above the price you paid, or at all.

The trading price of our common stock has experienced wide fluctuations due to the factors discussed in this risk factors section and
elsewhere in this Annual Report on Form 10-K. For example, in 2009, the closing price of our stock ranged from a low of $5.16 on March 5, 2009 to a high of $13.49 on
December 29, 2009. In addition, the stock market in general has, and The NASDAQ Global Market and technology companies in particular have,
experienced extreme price and volume fluctuations. These trading prices and valuations may not be sustainable. These broad market and industry factors may decrease the market price of our common
stock, regardless of our actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a company's securities, securities class
action litigation has often been instituted against companies that experienced such volatility. This litigation, if instituted against us, regardless of its outcome, could result in substantial costs
and a diversion of management's attention and resources.

If securities or industry analysts do not publish research or reports about our business, or if they change their recommendations regarding our stock adversely, our stock
price and trading volume could decline.

The trading market for our common stock is influenced by the research and reports that industry or securities analysts publish about us
or our business. If one or more of the analysts who cover us downgrade our stock, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to
regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

Our ability to raise capital in the future may be limited and our failure to raise capital when needed could prevent us from executing our growth strategy.

We believe that our existing cash and cash equivalents and short-term and long-term investments will be
sufficient to meet our anticipated cash needs for at least the next 12 months. The timing and amount of our working capital and capital expenditure requirements may vary significantly depending
on numerous factors, including:



If
our capital resources are insufficient to satisfy our liquidity requirements, we may seek to sell additional equity securities or debt securities or obtain debt financing. The sale of
additional equity securities or convertible debt securities would result in additional dilution to our stockholders. Additional debt would result in increased expenses and could result in covenants
that would restrict our operations. We have not made arrangements to obtain additional financing and there is no assurance that financing, if required, will be available in amounts or on terms
acceptable to us, if at all.

26

---



Table of Contents

Substantial future sales of our common stock in the public market could cause our stock price to fall.

Additional sales of our common stock in the public market, or the perception that these sales could occur, could cause the market price
of our common stock to decline. As of December 31, 2009, we had 22.0 million shares of common stock outstanding. A substantial portion of these shares of common stock are entitled to
rights to cause us to register the sale of those shares under the Securities Act. Registration of these shares under the Securities Act would result in these shares, other than shares purchased by our
affiliates, becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration.

Failure to maintain effective internal controls over financial reporting may cause us to delay filing our periodic reports with the SEC, affect our Nasdaq listing, and
adversely affect our stock price.

The SEC, as directed by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring public companies to include a
report of management on internal control over financial reporting in their annual reports on Form 10-K. Our management is responsible for maintaining internal control over financial
reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with
GAAP. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2009 and identified a material weakness. Please see Item 9A. Controls
and Procedures. Although we review our internal control over financial
reporting in order to ensure compliance with the Section 404 requirements, our failure to maintain adequate internal controls over financial reporting could result in an adverse reaction in the
financial marketplace due to a loss of investor confidence in the reliability of our financial statements, which ultimately could negatively impact our stock price.

Our corporate actions are substantially controlled by officers, directors, principal stockholders and affiliated entities.

Our directors, executive officers and affiliated entities beneficially own a significant percentage of our outstanding common stock.
These stockholders, if they acted together, could exert substantial control over matters requiring approval by our stockholders, including electing directors and approving mergers or other business
combination transactions. This concentration of ownership may also discourage, delay or prevent a change in control of our company, which could deprive our stockholders of an opportunity to receive a
premium for their stock as part of a sale of our company and might reduce our stock price. These actions may be taken even if they are opposed by our other stockholders.

Certain provisions of Delaware law, our corporate charter and bylaws and our shareholder rights plan contain anti-takeover provisions that could delay or
discourage takeover attempts that stockholders may consider favorable.

Provisions in our certificate of incorporation, as amended and restated, may have the effect of delaying or preventing a change of
control or changes in our management. These provisions include the following:



27

---



Table of Contents



In
addition, our stockholder rights plan would cause substantial dilution to any person or group who attempts to acquire a significant interest in us without advance approval from our
board of directors.

While
these provisions and our stockholder rights plan have the effect of encouraging persons seeking to acquire control of our company to negotiate with our board of directors, the
provisions could enable the board of directors to hinder or frustrate a transaction that some, or a majority, of the stockholders
might believe to be in their best interests and, in that case, may prevent or discourage attempts to remove and replace incumbent directors.

Because
we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law. These provisions may prohibit or restrict large
stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us.

These
provisions in our certificate of incorporation and bylaws, stockholder rights plan and under Delaware law could discourage potential takeover attempts and could reduce the price
that investors might be willing to pay for shares of our common stock in the future and result in our market price being lower than it would without these provisions.

ITEM 1B.    Unresolved Staff Comments

None.

ITEM 2.    Properties

Our corporate headquarters and primary research and development and operations facilities occupy approximately 27,900 square feet in
San Jose, California under leases that expire in December 2011. We also lease properties in Illinois, Japan, Taiwan, South Korea and China. We do not own any manufacturing facilities, and we contract
and license to third-parties the production and distribution of our semiconductors. We believe our space is adequate for our current needs and that suitable additional or substitute space will be
available to accommodate expansion of our operations, if necessary.

For
additional information regarding obligations under operating leases, see our consolidated financial statements and related notes included elsewhere in this report.

ITEM 3.    Legal Proceedings

We are currently not a party to any material legal proceedings. We may from time to time become involved in litigation relating to
claims arising from our ordinary course of business. These claims, even if not meritorious, could result in the expenditure of significant financial and managerial resources.

ITEM 4.    Reserved

28

---





Table of Contents

PART II

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

Market Information for Common Stock

The information required by this item regarding equity compensation plans is set forth under the caption Equity Compensation Plan
Information in our 2010 Proxy Statement and is incorporated herein by reference.

Our
common stock began trading on the NASDAQ Global Market on June 21, 2006 under the symbol "TWLL". The following table sets forth for the periods indicated the
high and low closing sale prices of our common stock, as reported by the NASDAQ Global Market.

Low

HighYear ended December 31, 2008:First Quarter

$
9.11

$
10.85Second Quarter

$
10.50

$
14.17Third Quarter

$
9.17

$
12.44Fourth Quarter

$
5.01

$
9.86Year ended December 31, 2009:First Quarter

$
5.16

$
7.18Second Quarter

$
6.05

$
8.89Third Quarter

$
8.03

$
11.09Fourth Quarter

$
9.42

$
13.49


Holders of Record

As of December 31, 2009, there were approximately 31 stockholders of record.

Dividend Policy

To date, we have not declared or paid cash dividends on our common stock. We currently intend to retain any future earnings and
currently do not expect to pay any dividends in the foreseeable future.

Securities Authorized for Issuance Under Equity Compensation Plans

Information regarding the securities authorized for issuance under our equity compensation plans can be found under Item 12 of
Part III of this Report.

Sales of Unregistered Securities and Purchases of Equity Securities

During 2009, we did not sell any equity securities that were not registered under the Securities Act nor did we repurchase any of our
equity securities.

Stock Performance Graph

This performance graph shall not be deemed "filed" for purpose of Section 18 of the Securities Exchange Act of 1934, as amended,
or incorporated by reference into any
filing of Techwell under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

The
following graph shows a comparison from June 21, 2006 (the date our common stock commenced trading on the NASDAQ Global Market) through December 31, 2009 of the
cumulative

29

---



Table of Contents

total
return for our common stock, the NASDAQ Composite Index, and the NASDAQ Semiconductor Index. Such returns are based on historical results and are not intended to suggest future performance. Data
for the NASDAQ Composite Index and the NASDAQ Semiconductor Index assume reinvestment of dividends. We have never paid dividends on our common stock and have no present plans to do so.

COMPARISON OF 42 MONTH CUMULATIVE TOTAL RETURN*

Among
Techwell, Inc, The NASDAQ Composite Index
And Nasdaq Semiconductor Index

GRAPHIC

---

ITEM 6.    Selected Financial Data

The following selected consolidated financial data should be read together with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included in Item 7 and our consolidated financial statements and related notes included elsewhere in this report. The selected consolidated balance sheet
data at December 31, 2009 and 2008 and the selected consolidated statements of operations data for each year ended December 31, 2009, 2008 and 2007 have been derived from our audited
consolidated financial statements that are included elsewhere in this report. The selected consolidated balance sheet data at December 31, 2007, 2006 and 2005 and the selected consolidated
statements of operations data for each year ended December 31, 2006 and 2005 have been

30

---



Table of Contents

derived
from our audited consolidated financial statements not included in this report. Historical results are not necessarily indicative of the results to be expected in the future.

Year Ended December 31,2009

2008

2007

2006

2005(in thousands, except per share amounts)Consolidated Statement of OperationsRevenue

$
63,174

$
67,636

$
59,887

$
53,712

$
36,051Cost of revenue(1)


24,665


25,647


24,200


22,977


17,304Gross profit


38,509


41,989


35,687


30,735


18,747Operating expenses:Research and development(1)


19,603


17,104


12,277


9,183


8,684Selling, general and administrative(1)


14,916


14,656


12,287


8,702


5,730Total operating expenses


34,519


31,760


24,564


17,885


14,414Income from operations


3,990


10,229


11,123


12,850


4,333Interest income


1,373


2,282


3,089


1,670


368Income before income taxes


5,363


12,511


14,212


14,520


4,701Income tax provision (benefit)


1,867


4,724


(518
)

1,298


160Net income

$
3,496

$
7,787

$
14,730

$
13,222

$
4,541Net income per share:Basic

$
0.16

$
0.37

$
0.71

$
1.04

$
1.14Diluted

$
0.16

$
0.35

$
0.68

$
0.64

$
0.25Weighted average shares used in computing net income per share:Basic


21,545


21,112


20,772


12,772


3,993Diluted


22,318


22,067


21,818


20,538


18,434


(1)Amounts
include stock-based compensation as follows:


Year Ended December 31,2009

2008

2007

2006

2005(in thousands)Cost and Expenses:Cost of revenue

$
483

$
492

$
297

$
117

$
31Research and development


3,939


3,339


1,830


1,100


427Selling, general and administrative


3,269


3,506


2,423


1,050


442




Year Ended December 31,2009

2008

2007

2006

2005(in thousands)Consolidated Balance Sheet Data:Cash and cash equivalents

$
6,404

$
44,485

$
27,177

$
13,201

$
15,982Short and long-term investments


88,060


36,932


41,223


41,327


804Working capital


59,540


67,047


65,374


51,473


21,152Total assets


115,427


97,364


83,737


63,993


25,644Redeemable convertible preferred stock














40,777Total stockholders' equity (deficit)


103,817


92,904


78,065


57,146


(19,210
)


31

---



Table of Contents

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

The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated
financial statements and the related notes included elsewhere this Annual Report on Form 10-K.

Overview

We are a fabless semiconductor company that designs, markets and sells mixed signal integrated circuits for two primary markets:
security surveillance and automotive infotainment. We design application-specific products for our two primary markets that enable the conversion of analog video signals to digital form and perform
advanced digital video processing to
facilitate the display, storage and transport of video content. We believe this application specific product strategy allows us to better address varying customer requirements, fully leverage our
technology capabilities and achieve greater share within our two core markets. To a lesser extent, we market and sell video decoders to the consumer market. Our semiconductors are based on our
proprietary architecture and mixed signal technologies that we believe provide high video quality under a wide range of signal conditions, enable high levels of integration and are
cost-effective.

Our
business has experienced significant growth primarily as a result of our ability to develop new products, obtain design wins and convert these design wins into revenue. We generated
revenue from the sale of over 25 different products in 2009.

We
have three principal semiconductor product lines: security surveillance products, automotive infotainment products and consumer products. Our security surveillance products integrate
important functions required to display, store and transport analog video signals from security surveillance cameras. For example, we integrate multiple video decoders into a single semiconductor. As
a result, this semiconductor is able to receive and decode analog video signals from multiple cameras into a standard digital format. In addition, we integrate a multiplexor, a key technology required
to combine multiple video signals into a single video signal, and a display processor, a key technology required to display multiple video channels. In 2007, we introduced our first integrated
security surveillance product, which integrated four video decoders and a system controller and a multiplexor on a single semiconductor. In December 2008, we introduced a new security surveillance
product which includes a 16 channel multiplexer and supports the display of multiple standard definition and high definition video sources. We currently sell our security surveillance products to
customers for the following applications: embedded digital video recorders, or DVRs, PC-based DVRs, networked video recorders, or NVRs, and multiplexors.

Our
automotive infotainment products integrate important functions required to display popular analog video, high definition video and PC graphics signals on a LCD display. These key
functions include a video decoder, deinterlacer and scaler. In addition, our newer generation automotive infotainment products integrate a timing controller to interface directly with certain types of
LCD displays and image enhancement functionality to improve overall video quality. In January 2008, we announced the introduction of five new LCD display processors designed for the automotive end
market. These new products are designed to provide advanced image processing, an integrated programmable timing controller and multiple analog and digital video inputs.

Our
consumer products are high performance mixed signal semiconductors that decode analog broadcast and video signals, including NTSC, PAL and SECAM, and popular analog video signals,
including composite, S-Video, component and SCART, into a standard digital format. Our consumer products integrate proprietary sync processing, color demodulating and digital 2D and 3D
comb filtering, which are the key technologies required for high performance video decoding. We offer a broad range of consumer products at various price points and with varying features. We have
developed our video decoder products for applications within the consumer markets such as advanced TV,

32

---



Table of Contents

multifunction
LCD monitor, DVD recorder and camcorders. In the future, however, we intend to focus our development efforts specifically on applications for the security surveillance and automotive
infotainment markets and as a result, we anticipate our consumer revenue will decline over the next several quarters.

Our
other products include early generation mixed signal semiconductors for digital video applications and PCI video decoder products, which are video decoders that utilize peripheral
component interconnect, or PCI, technology for personal computer applications.

We
currently expect to increase our expense levels in the future to support increased research and development efforts in order to bring new products to our primary markets. These
expenditures may not result in increased revenue or profitability in the future. In addition, our ability to increase our revenue will depend on increased demand for digital video applications in the
security surveillance and automotive infotainment markets. Although we believe our two primary markets will experience growth in the next few years, actual growth of these markets is uncertain. In
addition, the timing of orders by and shipments to our customers, as well as general trends in our two primary markets, can cause our revenue growth to be inconsistent.

We
undertake significant product development efforts well in advance of a product's release, and in advance of receiving purchase orders from our customers. Our product development
efforts, which are focused on developing new designs with broad demand and potential for future derivative products, typically take from six to 24 months until production begins, depending on
the product's complexity. If we secure a design win, the system designer is likely to continue to use the same or enhanced versions of our product across a number of their models, which tends to
extend the life cycles of our products. Conversely, if a competitor secures the design win, it may be difficult for us to sell into the customer's application for an extended period. Our sales cycle
typically ranges from six to 24 months. Due to the length of our product development and sales cycle, the majority of our revenue for any period is generally weighted toward products introduced
for sale, meaning products for which we commenced placing orders with our manufacturing subcontractors, in the prior one or two years. As a result, our present revenue is not necessarily
representative of future sales because our future sales are likely to be comprised of a different mix of products, some of which are now in the development stage.

As
a fabless semiconductor company, we outsource all of our manufacturing, assembly and test functions to third-party vendors primarily located in Taiwan. This business model enables us
to reduce our capital expenditures and fixed costs, while focusing our engineering and design resources on our core strength, the design of mixed signal semiconductors for digital video applications.

We
sell our products to distributors that fulfill third-party orders for our products. We also sell directly, using independent sales representatives, to original equipment
manufacturers, or OEMs, and to original design manufacturers, or ODMs. In 2009, we derived 72% of our revenue from products sold to distributors and 28% from products sold to OEMs or
ODMs. In 2008, we derived 79% of our revenue from products sold to distributors and 21% from products sold to OEMs or ODMs. In 2007, we derived 77% of our revenue from products
sold to distributors and 23% from products sold to OEMs or ODMs. Our gross margins have not historically been significantly different between sales to distributors and sales to
OEMs or ODMs through orders procured by independent sales representatives. However, our operating profit on sales through orders procured by independent sales representatives can be less
due to the payment of commissions to sales representatives which we record as sales and marketing expense.

We
received an aggregate of 69%, 79% and 78% of our revenue from our ten largest customers in 2009, 2008 and 2007, respectively. Lacewood International Corporation, a distributor,
accounted for 35%, 34% and 22% of our revenue in 2009, 2008 and 2007 respectively.

33

---



Table of Contents

We
derive substantially all of our revenue from sales to foreign customers, particularly in Asia, which sales accounted for 97%, 98% and 98% of our revenue in 2009, 2008 and 2007,
respectively. The table below indicates the percentage of total revenue by geographic location for the periods indicated:

Year Ended
December 31,2009

2008

2007China


54
%

37
%

26
%South Korea


21


27


29Taiwan


16


29


40Japan


6


5


3Other


3


2


2Total revenue


100
%

100
%

100
%


We
received 54%, 37% and 26% of our revenue from China in 2009, 2008 and 2007, respectively. The percentage increase between 2009, 2008 and 2007 was primarily due to an increase in
revenue from our security surveillance customers in China who are benefitting from the relative strength in the Chinese
domestic economy. We received 16%, 29% and 40% of our revenue from Taiwan in 2009, 2008 and 2007, respectively. The decrease was primarily due to a decline in revenue from consumer markets, whose
products were primarily sold to customers in Taiwan.

We
believe that a substantial majority of our revenue will continue to come from customers located in Asia, where most of the electronic devices that use our semiconductors are
manufactured. As a result of this regional customer concentration, we may be subject to environmental, economic, cultural and political events as well as other developments that impact our customers
in Asia. All of our sales currently are denominated in U.S. dollars. Therefore, an increase in the value of the U.S. dollar relative to foreign currencies could make our products less competitive in
international markets. Substantially all of our cost of revenue and a majority of our operating expenses are also denominated in U.S. dollars. As a result, we believe that our overall exposure to
foreign exchange risk is low.

On
October 9, 2009, we acquired substantially all of the assets of a development stage company with operations based in China. The purchase price for the acquisition was
$3.2 million, less assumed liabilities of approximately $0.7 million. We paid the purchase price in cash and agreed to make restricted stock awards, which will vest over four years, to
employees in connection with their new employment with us. The new employees are focused on developing video solutions for the security surveillance market. As part of the purchase agreement, we
extended employment offers to approximately 40 employees, substantially all of whom are research and development personnel.

As
of December 31, 2009, we had three international subsidiaries, one in Japan and two in China. We also have two international branches, one in South Korea and one in Taiwan. As
of December 31, 2009, 102 of our 206 employees were located in our international subsidiaries and branch offices. Our China and Japan subsidiaries are involved in both product development and
technical marketing support. Our Taiwan and Korea branches primarily provide technical marketing support.

It
is difficult for us to forecast the demand for our products, in part because of the highly complex supply chain between us and the end markets that incorporate our products. Demand
for new features changes rapidly. Distributors and ODMs add an additional layer of complexity. We must, therefore, forecast demand not only from our direct customers, but also from other
participants in this multi-level distribution channel. Because of our lengthy product development cycle, it is critical for us to anticipate changes in demand for our various product features and the
applications they serve, to allow sufficient time for product design. Our failure to accurately forecast demand can lead to product shortages that can impede production by our customers and harm our
relationship with these customers. Conversely,

34

---



Table of Contents

our
failure to forecast declining demand or shifts in product mix can result in excess or obsolete inventory.

Generally,
the average selling price of our products will decline over the life of the product. Our experience to date is that the decline has not had a material effect on our gross
margins, as price reductions have been mitigated by lower per unit costs associated with both high unit volume and the transition of our products to smaller process geometries.

We
expect our revenue to be lower in the first calendar quarter of each year. The most significant factor for this decline is because most of our semiconductors are sold to customers
located in Asia, primarily to customers located in regions who observe the Lunar New Year holiday. Typically, our customers' offices are closed for a week or more during the extended holiday period,
which negatively impacts our business during the first calendar quarter of the year. As a result of seasonality associated with our customer concentration in Asia, we expect our revenue to be lower in
the first calendar quarter of each year.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements,
which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and
judgments that affect the reported amount of assets, liabilities, revenue and expenses and related disclosure of contingent assets and liabilities. We evaluate our estimates on an on-going
basis, including those related to inventory valuations, valuation of investments, income taxes and stock-based compensation. We base our estimates on historical experience and on various other
assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making the judgments we make about the carrying values of assets and liabilities that are
not readily apparent from other sources. Because these estimates can vary depending on the situation, actual results may differ from the estimates.

We
believe the following critical accounting policies affect our more significant judgments used in the preparation of our consolidated financial statements.

Revenue Recognition.We recognize revenue when all of the following criterias are met: (i) persuasive evidence of an arrangement
exists,
(ii) delivery has occurred, (iii) the price to the customer is fixed or determinable, and (iv) collection of the resulting receivable is reasonably assured. We do not allow for
price protection or stock rotation rights with any of our distributors. If we change our practice and allow stock rotation or price protection in the future, we would have to evaluate the consequences
on the timing of our revenue recognition, which could lead to the deferral of the revenue subject to such uncertainties unless reasonable estimates of returns or price reductions can be made at the
time of shipment.

Fair Value Measurements.Effective January 1, 2008, we adopted the authoritative guidance for fair value measurements and the fair
value
option for financial assets and financial liabilities. The guidance defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements required
under other accounting guidance. The guidance clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants and also requires that a fair value measurement reflect the assumptions market participants would use in pricing an asset or liability based on the best
information available. Assumptions include the risks inherent in a particular valuation technique (such as a pricing model) and/or the risks inherent in the inputs to the model. These assumptions are
volatile and subject to change as the underlying sources of these assumptions and market conditions change. Refer to Note 2 to our consolidated financial statements for the fair value hierarchy
and inputs to valuation techniques and fair value measurements of financial assets carried at fair value.

35

---





Table of Contents

Inventory Valuation.We write down the carrying value of our inventory to net realizable value for estimated obsolescence or
unmarketable inventory
in an amount equal to the difference between the cost of inventory and its estimated realizable value based upon assumptions about future demand and market conditions. We evaluate inventory for excess
and obsolescence and write-down units that are unlikely to be sold based upon a six month demand forecast. This evaluation may take into account matters including expected demand,
anticipated sales price, product obsolescence and other factors. If actual future demand for our products is less than currently forecasted, additional inventory write-downs may be required. Once
inventory costs are written down, such revised costs are maintained until the product is sold or scrapped. If a unit that has been written down is subsequently sold, the cost associated with the
revenue from this unit is reduced to the extent of the write-down, resulting in an increase in gross profit.

Purchased Intangible Assets.We evaluate intangible assets for impairment when we believe indicators of impairment exist. The value of
our intangible
assets could be impacted by future adverse changes such as: (i) any future declines in our operating results, (ii) a further significant slowdown in the worldwide economy or the
semiconductor industry, (iii) any failure to meet the performance projections included in our forecasts of future operating results or (iv) the abandonment of any of our acquired
in-process research and development projects.

Effective
January 1, 2009, in-process research and development, or IPR&D, acquired are capitalized. The amounts and useful lives assigned to intangible assets acquired
impact the amount and timing of future amortization thereof. IPR&D is considered an indefinite lived asset and will not begin amortization until completed or disposed. Until such events IPR&D is
required to be tested annually for impairment by comparing the fair value to the carrying value. Developed technology is amortized using a method that reflects the pattern in which the economic
benefit is consumed or otherwise used up or, if that pattern cannot be reliably determined, using a straight-line amortization method. When necessary, reviews of developed technology are
performed to determine whether the carrying value of an asset is impaired based on comparisons to undiscounted expected future cash flows. If this comparison indicates that there is impairment, the
impaired asset is written down to fair value, which is typically calculated using discounted expected future cash flows utilizing an appropriate discount rate. Impairment is based on the excess of the
carrying amount over the fair value of those assets.

Deferred Taxes and Uncertain Tax Positions.We utilize the asset and liability method of accounting for income taxes, under which
deferred taxes are
determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis
differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized.

Income
tax positions must meet a more-likely-than-not recognition threshold to be recognized. Income tax positions that previously failed to meet the
more-likely-than-not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions
that no longer meet the more-likely-than-not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met.
The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits within the consolidated statements of operations as income tax expense.

We
assess the recoverability of our deferred tax assets. To assess the likelihood that the deferred tax assets will be recovered from future taxable income, we considered both positive
evidence that indicates a valuation allowance is not needed and negative evidence that indicates a valuation allowance is needed. As of December 31, 2009, we believe that our predictable strong
earnings provide ample evidence that no valuation allowance is required at this time as it is more likely than not the deferred tax assets will be realized in the future.

36

---



Table of Contents

Management
believes it is more likely than not that forecasted income, including income that may be generated as a result of certain tax planning strategies, together with the tax
effects of the deferred tax liabilities, will be sufficient to fully recover the remaining deferred tax assets. In the event that we determine all or part of the net deferred tax assets are not
realizable in the future, we will make an adjustment to the valuation allowance that would be charged to earnings in the period such determination is made. In addition, the calculation of tax
liabilities involves significant judgment in estimating the impact of uncertainties. Resolution of these uncertainties in a manner inconsistent with management's expectations could have a material
impact on our financial condition and operating results.

Significant
judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. Although we believe we have adequately reserved for our
uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different. We adjust these reserves in light of changing facts and circumstances, such as the
closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the provision
for income taxes in the period in which such determination is made. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate, as
well as the related net interest.

We
file income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions. We are currently under examination by the Internal Revenue Service for the tax
years 2007 and 2008. Management believes that it has adequately provided for any adjustments that may result from this examination, however, the outcome of tax audits cannot be predicted with
certainty. Should any issues addressed in these tax audits be resolved in a manner not consistent with management's expectations, we will be required to adjust our provision for income tax in the
period such resolution occurs.

Stock-Based Compensation.All share-based awards, including grants of stock options and restricted stock units, are required to be
recognized in our
financial statements based upon their respective grant date fair values. The fair value of each employee stock option is estimated on the date of grant using an option pricing model that meets certain
requirements. We currently use the Black-Scholes option pricing model to estimate the fair value of our stock options. Although we utilize the Black-Scholes model, which meets established
requirements, the fair values generated by the model may not be indicative of the actual fair values of our equity awards as it does not consider certain factors important to those awards to
employees, such as continued employment and periodic vesting requirements as well as limited transferability. The determination of the fair value of share-based payment awards utilizing the
Black-Scholes model is affected by our stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends.

In
2009, 2008 and 2007, stock-based compensation expense includes compensation costs related to estimated fair values of stock options and awards granted after January 1, 2006 and
compensation costs related to awards outstanding at January 1, 2006, such as unvested stock options, that were recognized based on the intrinsic values.

For
options granted after January 1, 2006, we use the straight-line method for expense attribution. For options granted prior to January 1, 2006, we use the
multiple grant approach for expense attribution, which results in substantially higher amounts of amortization in earlier years as opposed to the straight-line method, which results in
equal amortization over the vesting period of the options.

The
fair value of options granted after January 1, 2006 is estimated on the grant date using the Black-Scholes option valuation model. For 2009 and 2008, the expected term
assumption calculation was based on historical data as adjusted for any changes in future expectations. For 2007, we used the simplified calculation of expected term. For 2009 and 2008, we relied
exclusively on historical volatility for the expected volatility assumption calculation since we do not have any publicly traded options. For 2007, volatility was based on an average of the historical
volatilities of the common stock of several

37

---



Table of Contents

entities
with characteristics similar to us since our stock had been actively trading for only a short period of time. The risk-free rate is based on the U.S. Treasury yield curve in
effect at the time of grant for periods corresponding with the expected term of the option and the estimated forfeiture rate is based on historical pre-vest cancellation experience.

The
following assumptions were used to value stock options granted in the periods presented:

Year Ended December 31,2009

2008

2007Expected term (years)


4.34


4.28


6.08Risk-free interest rate


1.52.0%


1.82.9%


4.64.8%Expected volatility


53.054.0%


51.064.0%


65.170.6%Expected dividend











Stock-based
compensation expense for restricted stock awards is determined using the fair value of our stock on the date of the grant and is recognized on a straight-line
basis over the service period.

Stock-based
compensation expense is allocated among cost of revenue, research and development expenses and selling, general and administrative expenses, respectively, based upon the
employee's job function. We expect to continue to recognize substantial amounts of stock-based compensation expense relating to our employee stock options and awards in future periods.

We
evaluate the assumptions used to value stock awards on a quarterly basis. If factors change and we employ different assumptions, stock-based compensation expense may differ
significantly from what we
have recorded in the past. If there are any modifications or cancellations of the underlying unvested securities, we may be required to accelerate, increase or cancel any remaining unearned
stock-based compensation expense.

Results of Operations

The following table is derived from our selected consolidated financial data and sets forth our historical operating results as a
percentage of revenue:

Year Ended December 31,2009

2008

2007Revenue


100.0
%

100.0
%

100.0
%Cost of revenue*


39.0


37.9


40.4Gross profit


61.0


62.1


59.6Operating expenses:Research and development*


31.1


25.3


20.5Selling, general and administrative*


23.6


21.7


20.5Total operating expenses


54.7


47.0


41.0Income from operations


6.3


15.1


18.6Interest income


2.2


3.4


5.2Income before income taxes


8.5


18.5


23.8Income tax provision (benefit)


3.0


7.0


(0.9
)Net income


5.5
%

11.5
%

24.7
%


*Percentages
include stock-based compensation


38

---



Table of Contents

The
following table indicates the percentage of stock-based compensation attributed to each item as a percentage of revenue:

Year Ended December 31,2009

2008

2007Cost of revenue


0.8
%

0.7
%

0.5
%Research and development


6.2


4.9


3.1Selling, general and administrative


5.2


5.2


4.1


The
following table sets forth our revenue by our principal product lines (dollar amounts, in thousands):

Year Ended December 31,2009

2008

2007Amount

% of
Revenue

Amount

% of
Revenue

Amount

% of
RevenueSecurity surveillance

$
44,512


70.4
%
$
52,683


77.9
%
$
40,571


67.8
%Automotive infotainment


12,431


19.7


7,059


10.4


6,015


10.0Consumer


6,188


9.8


7,636


11.3


12,344


20.6Other(1)


43


0.1


258


0.4


957


1.6Total revenue

$
63,174


100.0
%
$
67,636


100.0
%
$
59,887


100.0
%


(1)Consists
of contract development projects, early generation mixed signal semiconductors for digital video applications and PCI video decoder products.


Comparisons of the Year Ended December 31, 2009, 2008 and 2007

Revenue.Our revenue consist of sales of our mixed signal integrated circuits for digital video
applications. We have three principal product lines: security surveillance, automotive infotainment and consumer. All of our sales are denominated in U.S. dollars.

Revenue
was $63.2 million in 2009 and $67.6 million in 2008, a decrease of 7% due to a general decrease in demand for our security surveillance and consumer products
primarily as a result of the global economic downturn, partially offset by an increase in demand for our automotive infotainment products. However, total revenue in the last two quarters of 2009 were
$40.8 million, an increase of 16% when compared to the same period a year ago. Revenue from our automotive infotainment products increased $5.4 million, or 76%, in 2009 compared to 2008
due primarily to previously awarded design wins with customers increasingly moving into volume production.

Revenue
was $67.6 million in 2008 and $59.9 million in 2007, an increase of 13%. Revenue from our security surveillance products was $52.7 million, an increase of
approximately $12.1 million, or 30%, in 2008 compared to 2007, primarily as a result of an increase in sales of our integrated four-in-one security surveillance
products. Revenue from our automotive infotainment products was $7.1 million, an increase of $1.0 million, or 17%, in 2008 compared to 2007 primarily due to an increase in demand for
vehicles with an in-car LCD displays that utilize our products. Revenue from our consumer products was $7.6 million, a decrease of $4.7 million, or 38%, in 2008 compared to
2007 primarily due to a decrease in demand for our general purpose video decoders. Other revenue decreased to $0.3 million in 2008 compared to $1.0 million in 2007 due primarily to
decreased sales of our PCI video decoder products.

Gross Profit and Gross Margin.Gross profit is the difference between revenue and cost of revenue, and gross margin represents gross
profit as a
percentage of revenue. Costs of revenue, also

39

---



Table of Contents

known
as costs of goods sold, consists primarily of the cost of processed silicon wafers, costs associated with assembly, test and shipping of our production semiconductors, cost of personnel and
related expenses associated with supporting our outsourced manufacturing activities and write-downs for excess and obsolete inventory.

Gross
profit was $38.5 million, $42.0 million and $35.7 million in 2009, 2008 and 2007, respectively.

Gross
margin was 61%, 62% and 60% in 2009, 2008 and 2007, respectively. The decrease in gross margin between 2009 and 2008 is due to production variances and changes in product mix. The
increase in gross margin between 2008 and 2007 was primarily due to reduced unit materials and production costs partially attributable to increased volume purchases and the increasing transition of
our products to lower process geometries.

We
incurred stock-based compensation included in cost of revenue associated with outsourced manufacturing support and quality assurance personnel of $0.5 million,
$0.5 million and $0.3 million in 2009, 2008 and 2007, respectively.

Research and Development Expenses.Research and development expenses consist primarily of compensation and associated costs of employees
engaged in
research and development, contractor costs, tape-out costs, development testing and evaluation costs, occupancy costs and depreciation expense. Before releasing new products, we incur
charges for mask sets, prototype wafers and mask set revisions, which we refer to as tape-out costs. Tape-out costs cause our research and development expenses to fluctuate
because they are not incurred uniformly every quarter. We incurred $2.7 million, $2.5 million and $2.2 million of tape-out expenses in 2009, 2008 and 2007,
respectively. We expect our research and development costs to increase in absolute dollars in the future as we increase our investment in developing new products and headcount to support our
development efforts.

Research
and development expenses were $19.6 million, or 31% of revenue, in 2009, $17.1 million, or 25% of revenue, in 2008 and $12.3 million, or 21% of revenue, in
2007. The increase in research and development expenses from 2008 to 2009 of $2.4 million and from 2007 to 2008 of $4.8 million was primarily attributable to increased
compensation-related expenses, reflecting both increases in stock-based compensation and in headcount to support the development of new products and technologies.

We
incurred stock-based compensation expense associated with research and development personnel of $3.9 million, $3.3 million and $1.8 million in 2009, 2008 and
2007, respectively. These increases in stock-based compensation expenses were a result of an increase in personnel in research and development.

Selling, General and Administrative Expenses.Selling, general and administrative expenses consist primarily of compensation and
associated costs for
marketing, selling and administrative personnel, sales commissions to independent sales representatives, public relations, promotional and other marketing expenses, insurance and fees paid for
professional services, travel, depreciation expenses and occupancy costs. Costs associated with audit and tax services, corporate governance and compliance and financial reporting are also included in
selling, general and administrative expenses. We expect selling, general and administrative expenses to remain relatively constant in absolute dollars for 2010.

Selling,
general and administrative expenses were $14.9 million, or 24% of revenue, in 2009, $14.7 million, or 22% of revenue, in 2008 and $12.3 million, or 21% of
revenue, in 2007. The increase in selling, general and administrative expenses in 2008 over 2007 was attributable to increases of $1.7 million in compensation-related expenses primarily
associated with stock-based compensation and
$0.5 million of non-compensation related expenses associated with the expansion of our foreign offices.

We
incurred stock-based compensation expense associated with selling, general and administrative personnel of $3.3 million, $3.5 million and $2.4 million in 2009,
2008 and 2007, respectively. The increase in stock-based compensation from 2007 to 2008 was primarily a result of granting restricted

40

---



Table of Contents

stock
to employees instead of options. The fair value of the options are typically lower then restricted stock awards because options are valued based on an option pricing model, whereas stock awards
are valued based on the stock price on the date of grant.

Interest Income.Interest income was $1.4 million, $2.3 million and $3.1 million in 2009, 2008 2007, respectively. These
decreases were primarily due to lower rates of return on our cash equivalents and investments partially offset by higher cash equivalents and investment balances.

Provision for Income Taxes.Our provision for income taxes was $1.9 million and $4.7 million in 2009 and 2008, respectively. A
benefit
from income taxes of $0.5 million was recorded in 2007. Our effective tax rate was 35%, 38% and (4)% in 2009, 2008 and 2007, respectively. The effective tax rate for 2009 and 2008 differed from
the statutory federal income tax rate primarily due to stock-based compensation, research and development credits and state income taxes. The effective tax rate for 2007 differed from the statutory
federal income tax rate because we recognized a tax benefit from the release of our valuation allowance on our deferred tax assets of approximately $5.5 million. We expect our effective rate in
2010 to remain consistent with 2009. However, our future effective income tax rate will be subject to many variables, including the absolute amount and future geographic distribution of our
pre-tax income and our ability to take advantage of tax planning strategies that may be available to us.

Liquidity and Capital Resources

Since our inception, we have financed our growth primarily with proceeds from the issuance of preferred stock and common stock and cash
flow generated by our operations. Our cash and cash equivalents and short-term and long-term investments were $94.5 million as December 31, 2009.

Net cash from operating activities

Net cash provided by operating activities was $16.1 million for 2009. The net cash provided by operating activities was
primarily due to our net income of $3.5 million, non-cash charges for stock-based compensation of $7.7 million, an increase in accounts payable of $3.3 million due to
timing of purchases and related payments, an increase in accrued liabilities of $3.0 million due to increases in accrued expenses, primarily for income taxes and a decrease in accounts
receivable of $1.1 million due to timing of customer collections. These were partially offset by an increase in inventory of $3.2 million due to increased purchases in response to
increased customer demand.

Net
cash provided by operating activities was $15.3 million for 2008. The cash provided by our operating activities was primarily due to our net income of $7.8 million and
non-cash charges for stock-based compensation of $7.3 million.

Net
cash provided by operating activities was $14.4 million for 2007. The cash provided by our operating activities was primarily due to our net income of $14.7 million and
non-cash charges for stock-based compensation of $4.5 million. These were partially offset by a $5.4 million increase in deferred income taxes, which was a
non-cash charge resulting from the release of a valuation allowance.

Net cash from investing activities

Net cash used in investing activities was $53.5 million for 2009 due to the purchases of our investments of $82.7 million
and cash used in our acquisition of a development stage company of $2.3 million, partially offset by maturities of our investments of $31.9 million.

Net
cash provided by investing activities was $2.7 million for 2008 reflecting maturities of short-term investments of $72.2 million offset by purchases of
short and long-term investments of $68.9 million.

41

---



Table of Contents

Net
cash used in investing activities was $1.1 million for 2007 reflecting purchases of short and long-term investments of $93.7 million and purchases of
capital equipment of $1.3 million offset by maturities of short-term investments of $93.8 million.

Net cash from financing activities

Net cash used in financing activities was $0.8 million for 2009 due to repurchases of common stock upon release of restricted
stock awards of $1.2 million offset by proceeds from the exercise of stock options of $0.4 million.

Net
cash used in financing activities was $0.7 million for 2008 and primarily consisted of repurchases of common stock upon release of restricted stock awards of
$1.2 million offset by proceeds from the exercise of stock options of $0.5 million.

Net
cash provided by financing activities was $0.7 million for 2007 reflecting proceeds from the exercise of stock options.

As
of December 31, 2009, we held $6.3 million of investments with an auction reset feature, which are referred to as auction rate securities, or ARS, whose underlying
assets are generally student loans which are substantially backed by the federal government. In February and March of 2008, auctions failed for our ARS, and there is no assurance that successful
auctions of any ARS in our investment portfolio will occur in the future. An auction failure means that the parties wishing to sell securities could not. All of our ARS were rated AAA at the time of
purchase, and continue to be rated AAA, the highest rating, by a rating agency.

During
the fourth quarter of 2008, we entered into an agreement with one of our investment providers, which currently holds all of our ARS and from whom we had purchased the ARS, to
sell, at our discretion, at par value all of the ARS we currently hold back to the investment provider at anytime starting in June 2010. Absent this agreement, our ability to liquidate our ARS
investment and fully recover the carrying value of our investment in the near term may be limited or not exist. We have classified these ARS investments as short-term investments because
our sale of the ARS back to the investment provider is expected to occur in June 2010. We are continuing to evaluate the
credit quality, classification and valuation of our ARS, but based on our expected operating cash flows, and our other sources of cash, we do not anticipate the potential near term lack of liquidity
on these investments will affect our ability to execute our current business plan.

We
believe our existing cash and cash equivalents and short-term and long-term investments, as well as cash expected to be generated from operating activities
will be sufficient to meet our anticipated cash needs for at least the next 12 months. Our long-term future capital requirements will depend on many factors, including our level of
revenue, the timing and extent of spending to support our product development efforts, the expansion of sales and marketing activities, the timing of our introductions of new products, the costs to
ensure access to adequate manufacturing capacity and the continuing market acceptance of our products. We could be required, or could elect, to seek additional funding through public or private equity
or debt financing and additional funds may not be available on terms acceptable to us or at all.

Off-Balance Sheet Arrangements

As of December 31, 2009, we had no off-balance sheet arrangements as defined in Item 303(a)(4) of the
Securities and Exchange Commission's Regulation S-K.

42

---



Table of Contents

Contractual Obligations

The following table identifies our commitments to settle contractual obligations as of December 31, 2009 (in thousands):

Payments Due by PeriodTotal

Less than
1 Year

13 Years

45 YearsOperating lease obligations

$
1,551

$
563

$
924

$
64Purchase commitments


3,013


3,013





Total commitments

$
4,564

$
3,576

$
924

$
64


Recent Accounting Pronouncements

For a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on our
consolidated financial statements, refer to Note 1 to our consolidated financial statements.

ITEM 7A.    Quantitative and Qualitative Disclosures About Market Risk

The primary objectives of our investment activities are to preserve principal, provide liquidity and maximize income without
significantly increasing the risk. Some of the securities we invest in are subject to market risk. This means that a change in prevailing interest rates may cause the principal amount of the
investment to fluctuate. To minimize this risk, we maintain our portfolio of cash equivalents, short and long-term investments in demand accounts, money market funds, commercial paper,
corporate bonds, U.S. government agency securities and ARS which are investment grade securities with a maximum dollar weighted maturity of two years or less. The risk associated with fluctuating
interest rates is limited to our investment portfolio, and we believe that a 10% change in interest rates would not have a significant impact on our interest income.

As
of December 31, 2009, we held $6.3 million of investments with an auction reset feature (ARS), whose underlying assets are generally student loans which are
substantially backed by the federal government. In February and March of 2008, auctions failed for our ARS. An auction failure means that the parties wishing to sell securities could not. All of our
ARS were rated AAA at the time of purchase and are still rated AAA as of December 31, 2009, the highest rating, by a rating agency. During the fourth quarter of 2008, we entered into an
agreement with one of our investment providers, which currently holds all of our ARS and from whom we had purchased the ARS, to sell, at our discretion, at par value the ARS we currently hold back to
the investment provider at anytime starting in June 2010. We have classified our ARS investment as a short-term investment on the consolidated balance sheet because the sale of the ARS
back to our investment provider is expected to occur in June 2010. Refer to Note 2 to our consolidated financial statements for additional discussions regarding our ARS and related put option.

To
date, our international customer agreements have been denominated solely in U.S. dollars, and accordingly, we have not been exposed to foreign currency exchange rate
fluctuations from customer agreements, and do not currently engage in foreign currency hedging transactions. However, the functional currency of our foreign operations is the U.S. dollar and
our local accounts are maintained in the local currency, and thus we are subject to foreign currency exchange rate fluctuations associated with remeasurement to U.S. dollars. Such fluctuations
have not been significant historically, and we believe that a 10% change in exchange rates would not have a significant impact on our operating expenses.

43

---





Table of Contents

ITEM 8.    Financial Statements and Supplementary Data

Index
to Consolidated Financial Statements



PageReport of Independent Registered Public Accounting Firm

45Consolidated Balance Sheets

46Consolidated Statements of Operations

47Consolidated Statements of Stockholders' Equity and Comprehensive
Income

48Consolidated Statements of Cash Flows

49Notes to Consolidated Financial Statements

50Supplementary Financial Data

73


44

---





Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and Stockholders of
Techwell, Inc.
San Jose, California

We
have audited the accompanying consolidated balance sheets of Techwell Inc. and subsidiaries (the "Company") as of December 31, 2009 and 2008, and the related
consolidated statements of operations, stockholders' equity and comprehensive income, and cash flows for each of the three years in the period ended December 31, 2009. These consolidated
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

In
our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Techwell, Inc. and subsidiaries as of
December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009, in conformity with accounting
principles generally accepted in the United States of America.

We
have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of
December 31, 2009, based on the criteria established inInternal ControlIntegrated Frameworkissued by the Committee of Sponsoring
Organizations of the Treadway Commission and our report dated March 23, 2010 expressed an adverse opinion on the Company's internal control over financial reporting because of a material
weakness.

/s/
DELOITTE & TOUCHE LLP

San
Jose, California
March 23, 2010

45

---





Table of Contents

TECHWELL, INC.        CONSOLIDATED BALANCE SHEETS        (in thousands, except par value amount)

December 31,2009

2008ASSETSCurrent assets:Cash and cash equivalents

$
6,404

$
44,485Short-term investments.


53,093


17,582Accounts receivable


926


1,985Inventory


7,937


4,780Deferred income tax assets


652


1,353Prepaid expenses and other current assets


2,066


1,200Total current assets


71,078


71,385Property and equipment, net


1,033


1,290Long-term investments.


34,967


19,350Deferred income tax assets


4,796


4,031Purchased intangibles, net


2,996


Other assets


557


1,308TOTAL ASSETS

$
115,427

$
97,364LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilities:Accounts payable

$
5,529

$
2,221Accrued liabilities


6,009


2,117Total current liabilities


11,538


4,338Other non-current liabilities


72


122Total liabilities


11,610


4,460Commitments and contingencies (see Note 8)Stockholders' equity:Preferred stock, $0.001 par value; 10,000 shares authorized and no shares issued and outstanding





Common stock, $0.001 par value; 250,000 shares authorized; 21,958 shares and 21,347 shares issued and outstanding at December 31, 2009 and 2008,
respectively


22


21Additional paid-in capital


87,594


80,240Deferred stock-based compensation





(19
)Retained earnings


15,989


12,493Accumulated other comprehensive income


212


169Total stockholders' equity


103,817


92,904TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$
115,427

$
97,364


See
accompanying notes.

46

---





Table of Contents

TECHWELL, INC.        CONSOLIDATED STATEMENTS OF OPERATIONS        (in thousands, except per share amounts)

Year Ended December 31,2009

2008

2007Revenue

$
63,174

$
67,636

$
59,887Cost of revenue


24,665


25,647


24,200Gross profit


38,509


41,989


35,687Operating expenses:Research and development


19,603


17,104


12,277Selling, general and administrative


14,916


14,656


12,287Total operating expenses


34,519


31,760


24,564Income from operations


3,990


10,229


11,123Interest income


1,373


2,282


3,089Income before income taxes


5,363


12,511


14,212Income tax provision (benefit)


1,867


4,724


(518
)Net income

$
3,496

$
7,787

$
14,730Net income per share:Basic

$
0.16

$
0.37

$
0.71Diluted

$
0.16

$
0.35

$
0.68Weighted average shares used in computing net income per share:Basic


21,545


21,112


20,772Diluted


22,318


22,067


21,818


See
accompanying notes.

47

---





Table of Contents

TECHWELL, INC.    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME    (in thousands)

Common Stock





Retained
Earnings
(Accumulated
Deficit)

Accumulated
Other
Comprehensive
Income (Loss)Deferred
Stock-Based
Compensation

Total
Stockholders'
Equity

Comprehensive
IncomeShares

Amount

APICBALANCESDecember 31, 2006


20,528


21


67,734


(546
)

(10,024
)

(39
)

57,146Net income














14,730





14,730


14,730Unrealized gains on investments

















83


83


83Comprehensive income






















$
14,813Issuance of common stock upon exercise of stock options and releases of restricted stock awards


369





711











711Tax effect from issuance of restricted stock awards


(5
)




(53
)










(53
)Amortization of deferred stock-based compensation, net of forfeitures








(84
)

386








302Shares, net of cancellations, issued to consultant under stock award


(3
)
















Stock-based compensation








4,246











4,246Tax benefits from stock-based compensation








900











900BALANCESDecember 31, 2007


20,889


21


73,454


(160
)

4,706


44


78,065Net income














7,787





7,787


7,787Unrealized gains on investments

















125


125


125Comprehensive income






















$
7,912Issuance of common stock upon exercise of stock options and releases of restricted stock awards


576





457











457Tax effect from issuance of restricted stock awards


(118
)




(1,184
)










(1,184
)Amortization of deferred stock-based compensation, net of forfeitures








(110
)

141








31Stock-based compensation








7,306











7,306Tax benefits from stock-based compensation








317











317BALANCESDecember 31, 2008


21,347


21


80,240


(19
)

12,493


169


92,904Net income














3,496





3,496

$
3,496Unrealized gains on investments

















43


43


43Comprehensive income






















$
3,539Issuance of common stock upon exercise of stock options and releases of restricted stock awards


751


1


356











357Tax effect from issuance of restricted stock awards


(140
)




(1,164
)










(1,164
)Amortization of deferred stock-based compensation, net of forfeitures











19








19Stock-based compensation








7,672











7,672Tax benefits from stock-based compensation








490











490BALANCESDecember 31, 2009


21,958

$
22

$
87,594

$


$
15,989

$
212

$
103,817


See accompanying notes.

48

---





Table of Contents

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

Year Ended December 31,2009

2008

2007Cash flows from operating activities:Net income

$
3,496

$
7,787

$
14,730Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization


801


705


495Stock-based compensation


7,691


7,337


4,548Write-off of long-lived assets





250


Tax benefit from employee equity incentive plan


490


317


847Excess tax benefits from stock-based compensation


(49
)




(23
)Realized gain on investments





(18
)

Put option (gain) loss


295


(1,101
)

Gain (loss) from trading securities


(295
)

1,101


Changes in assets and liabilities, net of effect of acquisition:Accounts receivable


1,105


110


670Inventory


(3,157
)

(27
)

(170
)Prepaid expenses and other current assets


(115
)

6


(47
)Other assets


(295
)

(80
)

(42
)Deferred income tax assets


(64
)

51


(5,435
)Accounts payable


3,305


(690
)

(564
)Accrued liabilities


2,968


(416
)

(811
)Other non-current liabilities


(50
)

(43
)

165Net cash provided by operating activities


16,126


15,289


14,363Cash flows from investing activities:Purchase of property and equipment


(407
)

(587
)

(1,308
)Purchase of investments


(82,716
)

(68,879
)

(93,660
)Proceeds from maturities of investments


31,926


72,212


93,847Acquisition of business, net of cash acquired


(2,252
)




Net cash provided by (used in) investing activities


(53,449
)

2,746


(1,121
)Cash flows from financing activities:Proceeds from exercise of stock options


357


457


711Excess tax benefits from stock-based compensation


49





23Repurchases of common stock upon release of stock awards


(1,164
)

(1,184
)

Net cash provided by (used in) financing activities


(758
)

(727
)

734Net increase (decrease) in cash and cash equivalents


(38,081
)

17,308


13,976Cash and cash equivalents at beginning of period


44,485


27,177


13,201Cash and cash equivalents at end of period

$
6,404

$
44,485

$
27,177Supplemental cash flow information: income taxes paid

$
243

$
4,335

$
3,578Supplemental disclosure of non-cash activity:Gross issuance of restricted stock awards

$
5,306

$
5,362

$
296Reclass of put option from long-term asset to short-term asset

$
751

$


$
Purchase consideration withheld

$
255

$


$
Accrued equipment purchase costs

$
13

$
2

$
35


See accompanying notes.

49

---





Table of Contents

TECHWELL, INC.        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization.Techwell, Inc. ("Techwell" or the "Company") was incorporated in California on 1997 and reincorporated in Delaware on
2006. The
Company is a fabless semiconductor company that designs, markets and sells mixed signal integrated circuits for two primary markets: security surveillance and automotive infotainment.

The
Company's headquarters is located in San Jose, California. The Company's international offices include branch offices in South Korea and Taiwan and subsidiaries in China and Japan.
These offices provide marketing support to customers. The China and Japan offices are also involved in product development.

Basis of Presentation.The consolidated financial statements include the accounts of the Company and its subsidiaries. The Company and
its
subsidiaries use the U.S. dollar as its functional currency. Most of the expenses at the subsidiaries are incurred in local currency. Foreign currency transaction gains and losses are included in
selling, general and administrative expenses as they occur. All significant intercompany transactions and balances have been eliminated in consolidation. The Company reports its financial results on a
calendar fiscal year.

In
June 2009 the Financial Accounting Standards Board ("FASB"), established the Accounting Standards Codification ("Codification"), as the source of authoritative GAAP recognized by the
FASB. The Codification is effective in the first interim and annual periods ending after September 15, 2009 and had no effect on the Company's consolidated financial statements.

Use of Estimates.The preparation of consolidated financial statements in accordance with accounting principles generally accepted in
the United
States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of
the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates.

Cash and Cash Equivalents.The Company considers all highly liquid investments purchased with a maturity of three months or less from
the date of
purchase to be cash equivalents.

Investments.The Company considers all investments purchased with a maturity of one year or more as of December 31, 2009 to be
long-term investments. The Company determines the fair value of its investments using quoted market prices. Investments, with the exception of auction rate securities ("ARS") which were
classified as trading starting in the fourth quarter of 2008, are considered available-for-sale and are carried at fair market value based on market quotes. Unrealized gains
and losses are reported as a separate component of stockholders' equity, except for unrealized losses determined to be other-than-temporary, which are recorded as interest
income. Realized gains and losses are recorded based on the specific identification method.

Fair Value of Financial Instruments.The Company's financial instruments consist principally of cash equivalents, short-term and
long-term marketable securities. Authoritative guidance clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants, and also requires that a fair value measurement reflect the assumptions market participants would use in pricing an asset or liability
based on the best information available. Assumptions include the risks inherent in a particular valuation technique (such as a pricing model) and/or the risks inherent in the inputs to the model.

50

---



Table of Contents

TECHWELL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Concentration of Credit Risk.Financial instruments that potentially subject the Company to concentrations of credit risk consist
principally of cash
and cash equivalents, investments and trade receivables. Risks associated with cash and cash equivalents are mitigated by banking with creditworthy institutions and the Company's investments have
investment grade ratings when purchased. Additionally, the Company limits the amount invested by maturity, type of security and issuer. The Company's accounts receivable are substantially derived from
customers located in Asia. The Company generally requires letters of credit or advance payments from customers. The Company also performs credit evaluations of its customers and provides credit to
certain customers in the normal course of business. The Company has not incurred bad debt write-offs during any of the periods presented.

The
revenue and accounts receivable from customers representing 10% or more of total revenue and accounts receivable are as follows:

Accounts
Receivable at

RevenueYear Ended
December 31,December 31,Customer

2009

2008

2009

2008

2007A


*
%

21
%

35
%

34
%

22
%B


28


*


*


*


*C


17


*


*


*


*D


12


*


*


*


*E


11


*


*


*


*F


10


*


*


*


*G


*


20


*


*


*H


*


11


*


*


*


*less
than 10%


Concentration of Supplier Risk.The Company is a fabless producer of semiconductors and is dependent on two subcontractors for
substantially all of
its production requirements. The failure of either subcontractor to fulfill the production requirements of the Company on a timely basis would adversely impact future results. Although there are other
subcontractors that are capable of providing similar services, an unexpected change in either subcontractor would cause delays in the Company's products and potential significant loss of revenue.

Inventory.Inventory is valued at the lower of cost or market, computed on a first-in, first-out basis. Inventory consists of
work in process (principally processed wafers and products at third-party assembly and test subcontractors) and finished goods. The Company's products are subject to rapid technological obsolescence
and severe price competition. Should the Company experience a substantial unanticipated decline in the selling price of, or demand for, its products, a significant charge to operations could result.
The Company evaluates inventory for excess and obsolescence and writes off units which are not expected to be sold based upon demand forecasts. If actual future demand for the Company's products is
less than amounts forecasted, additional inventory write-downs may be required. Once inventory costs are written down, such revised costs are maintained until the product is sold or scrapped.

51

---



Table of Contents

TECHWELL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and Equipment.Property and equipment, including leasehold improvements, are recorded at historical cost, less accumulated
depreciation.
Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally ranging from three to five years, or in the case of leasehold improvements,
over the shorter of the lease period or the estimated useful life.

Other Long-Lived Assets.Other long-lived assets primarily represent rights acquired under developed technology and IPR&D. We
currently
amortize our intangible assets with definitive lives over a period of five years using a method that reflects the pattern in which the economic benefits of the intangible asset are consumed or
otherwise used up or, if that pattern cannot be reliably determined, using a straight-line amortization method. We capitalize IPR&D projects acquired in business combinations and consider
them to be indefinite lived until completion of the project or abandonment of the asset. On completion of each project, IPR&D assets will be amortized over their estimated useful lives. If any of the
projects are abandoned, the Company would be required to impair the related IPR&D asset.

Impairment of Long-Lived Assets.The Company tests for the impairment of long-lived assets, including other purchased
intangible assets, when indicators of impairment, such as reductions in demand, or significant economic slowdowns in the semiconductor industry, are present. Reviews are performed to determine whether
the carrying value of an asset is impaired, based on comparisons to undiscounted expected future cash flows. If this comparison indicates that there is impairment, the impaired asset is written down
to fair value, which is typically calculated using discounted expected future cash flows utilizing an appropriate discount rate. Impairment is based on the excess of the carrying amount over the fair
value of those assets. Until completion or abandonment, IPR&D assets are required to be tested annually for impairment by comparing the fair value to the carrying value.

In
2008, the Company recorded an impairment charge of $0.3 million for equipment that was deemed impaired. This charge was included within research and development expense. The
Company did not incur impairment losses in 2009 or 2007.

Other Assets.Other assets consist primarily of long-term lease deposits.

Revenue Recognition.The Company recognizes product revenue when all of the following criteria are met: (i) persuasive evidence of
an
arrangement exists, (ii) delivery has occurred, (iii) the price to the customer is fixed or determinable, and (iv) collection of the resulting receivable is reasonably assured.
These criteria are usually met at the time of product shipment. The Company does not allow for price protection or stock rotation rights with any of its customers.

Customers
have no rights of return except pursuant to the Company's product warranty. The Company has no other post-shipment obligations and sales are not subject to customer
acceptance provisions.

Product Warranty.The Company offers an 18 month product replacement warranty. The Company accrues for estimated returns of
defective products
based on historical activity at the time revenue is recognized. The determination of these accruals requires the Company to make estimates of the frequency and extent of warranty activity and
estimated future costs to replace the products under warranty. If the actual warranty activity and/or repair and replacement costs differ significantly from these estimates, adjustments to recognize
additional cost of sales may be required in future periods.

52

---



Table of Contents

TECHWELL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

However,
returns of defective products have been infrequent and the quantities have not been significant. Accordingly, historical warranty costs have not been material for the periods presented. A
summary of the accrued warranty, which is included in accrued liabilities, is as follows (in thousands):

Year Ended
December 31,2009

2008

2007Balance at beginning of the period

$
34

$
50

$
47Accruals for sales in the period


54





25Cost incurred


(25
)

(16
)

(22
)Balance at end of the period

$
63

$
34

$
50


Research and Development.Research and development costs are expensed as incurred.

Advertising Costs.Advertising costs are expensed as incurred and are not significant in any of the periods presented.

Deferred Taxes and Uncertain Tax Positions.The Company utilizes the asset and liability method of accounting for income taxes, under
which deferred
taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the
basis differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized.

Income
tax positions must meet a more-likely-than-not recognition threshold to be recognized. Income tax positions that previously failed to meet the
more-likely-than-not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions
that no longer meet the more-likely-than-not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met.
The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits within the consolidated statements of operations as income tax expense.

The
Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions. The Company is currently under examination by the
U.S. Internal Revenue Service for the tax years 2007 and 2008. Management believes that it has adequately provided for any adjustments that may result from this examination, however, the outcome of
tax audits cannot be predicted with certainty. Should any issues addressed in the Company's tax audits be resolved in a manner not consistent with management's expectations, the Company will be
required to adjust its provision for income tax in the period such resolution occurs.

Stock-Based Compensation.The Company accounts for stock-based compensation in accordance with authoritative guidance. In 2009,
2008 and 2007,
stock-based compensation expense includes compensation costs related to estimated fair values of stock options and awards granted after January 1, 2006 and compensation costs related to awards
outstanding at January 1, 2006, such as unvested stock options, that were recognized based on the intrinsic values. For options granted after January 1, 2006, the Company uses the
straight-line method for expense attribution. For options granted prior to January 1, 2006, the Company uses the multiple grant approach for expense

53

---



Table of Contents

TECHWELL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

attribution,
which results in substantially higher amounts of amortization in earlier years as opposed to the straight-line method, which results in equal amortization over the vesting
period of the options.

The
fair value of options granted after January 1, 2006 is estimated on the grant date using the Black-Scholes option valuation model. For 2009 and 2008, the expected term
assumption calculation was based on historical data as adjusted for any changes in future expectations. For 2007, the Company used the simplified calculation of expected term. For 2009 and 2008, the
Company relied exclusively on historical volatility for the expected volatility assumption calculation since it does not have any publicly
traded options. For 2007, volatility was based on an average of the historical volatilities of the common stock of several entities with characteristics similar to the Company since its stock had been
actively trading for only a short period of time. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected
term of the option and the estimated forfeiture rate is based on the Company's historical pre-vest cancellation experience.

The
following assumptions were used to value stock options granted in the periods presented:

Year Ended December 31,2009

2008

2007Expected term (years)


4.34


4.28


6.08Risk-free interest rate


1.52.0%


1.82.9%


4.64.8%Expected volatility


53.054.0%


51.064.0%


65.170.6%Expected dividend











Stock-based
compensation expense for restricted stock awards is determined using the fair value of the Company's stock on the date of the grant and is recognized on a
straight-line basis over the service period.

Stock-based
compensation expense is allocated among cost of revenue, research and development expenses and selling, general and administrative expenses, respectively, based upon the
employee's job function.

Net Income Per Share.Basic net income per share is calculated by dividing net income by the weighted-average number of common shares
outstanding
during the reporting period excluding shares subject to repurchase. Diluted net income per common share reflects the effects of potentially dilutive securities, which consist of common stock options
(calculated using the treasury stock method) and

54

---



Table of Contents

TECHWELL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

restricted
awards and shares subject to repurchase. A reconciliation of shares used in the calculation of basic and diluted net income per share is as follows (in thousands):

Year Ended December 31,2009

2008

2007Weighted average common shares outstanding


21,549


21,127


20,814Weighted average shares subject to repurchase


(4
)

(15
)

(42
)Shares used to calculate basic net income per share


21,545


21,112


20,772Effect of dilutive securities:Common stock options and restricted awards and unvested common shares subject to repurchase or cancellations


773


955


1,046Shares used to calculate diluted net income per share


22,318


22,067


21,818


In
2009, 2008 and 2007, respectively, 2.1 million, 1.2 million and 1.3 million shares associated with stock options and restricted awards outstanding and unvested
shares subject to repurchase have been excluded from the weighted-average number of common shares outstanding for the diluted net income per share computation as they are anti-dilutive.

Accumulated Other Comprehensive Income.Accumulated other comprehensive income consists of net unrealized gains on
available-for-sale investments. The change in unrealized gains on investments in 2009, 2008 and 2007 was an increase of $43,000, $0.1 million and $0.1 million,
respectively. Total comprehensive income for 2009, 2008 and 2007 was $3.5 million, 7.9 million and $14.8 million, respectively.

Recent Accounting Pronouncements.In December 2007 the FASB issued authoritative guidance on business combinations, which established
principles and
requirements for the acquirer of a business to recognize and measure in its financial statements the identifiable assets (including in-process research and development and defensive
assets) acquired, the liabilities assumed, and any noncontrolling interest in an acquiree. The guidance is effective for financial statements issued for fiscal years beginning after
December 15, 2008. Prior to the adoption of this guidance, in-process research and development costs were immediately expensed and acquisition costs were capitalized. Under this
guidance, all acquisition costs are expensed as incurred. The standard also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what
information to disclose to enable users of financial statements to evaluate the nature and financial effects of the business combination. In April 2009, the FASB updated this guidance to amend the
provisions for the initial recognition and measurement, subsequent measurement and accounting, and disclosures for assets and liabilities arising from contingencies in business combinations. This
update also eliminates the distinction between contractual and non-contractual contingencies. The effect of this authoritative guidance has been applied to the acquisition completed by the
Company during 2009 and is reflected in the 2009 consolidated financial statements.

In
April 2009, the FASB issued authoritative guidance for determining fair value when the volume and level of activity for an asset or liability have significantly decreased and
identifying transactions that are not orderly, recognition and presentation of other-than-temporary impairments and interim

55

---



Table of Contents

TECHWELL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

disclosures
about fair value of financial instruments, which are effective for interim and annual periods ending after June 15, 2009. This authoritative guidance provides guidance on how to
determine the fair value of assets and liabilities in the current economic environment and reemphasizes that the objective of a fair value measurement remains an exit price, modifies the requirements
for recognizing other-than-temporarily impaired debt securities and revises the existing impairment model for such securities, by modifying the current intent and ability
indicator in determining whether an investment in a debt security is other-than-temporarily impaired, and enhances the disclosure of instruments for both interim and annual
periods. Effective April 1, 2009, the Company adopted the provisions of the guidance. The adoption of the guidance did not have an impact on the Company's consolidated financial position,
results of operations or cash flows.

2. FINANCIAL INSTRUMENTS

The Company's investments consist of corporate bonds, U.S. government agency securities, commercial paper and auction rate securities ("ARS"). Investments, with the exception of ARS
which are currently classified as trading, are considered available-for-sale. With the exception of ARS, they are all carried at fair market value based on market quotes. The
Company's investment in ARS was intended to provide liquidity via an auction process that resets the applicable interest rate at predetermined calendar intervals, allowing investors to either roll
over their holdings or gain immediate liquidity by selling such interests at par. During 2008, uncertainties in the credit markets affected all of the Company's holdings in ARS investments and
auctions for the Company's investments in these securities failed to settle on their respective settlement dates. Consequently, the investments are not currently liquid and the Company will not be
able to access these funds until a future auction of these investments is successful or a buyer is found outside of the auction process. All of the ARS investments were investment grade quality and
were in compliance with the Company's investment policy at the time of acquisition.

During
the fourth quarter of 2008, the Company entered into an agreement with one of its investment providers, which currently holds its ARS and from whom it had purchased the ARS, to
sell, at the Company's discretion, at par value all of the ARS currently held by the Company back to the investment provider at anytime starting in June 2010. The rights granted under the agreement
represent a firm agreement, which is as an agreement with an unrelated party, binding on both parties and legally enforceable, with the following characteristics: a) the agreement specifies all
significant terms, including the quantity to be exchanged, the fixed price and the time of transaction and b) the agreement includes a disincentive for nonperformance that is sufficiently large
to make performance probable. The enforceability of the agreement results in a put option and should be recognized as a free standing asset separate from the ARS. The put option does not meet the
definition of a derivative instrument. Therefore, the Company has elected to measure the put option at fair value, based on authoritative guidance which permits an entity to elect the fair value
option for recognized financial assets. As a result, realized gains and losses will be included in earnings in the period in which they arise.

With
the acceptance of the offer, the Company recorded $1.0 million as the fair value of the put option asset with a corresponding gain to interest income. Additionally, the
Company transferred its ARS from investments classified as available-for-sale to trading. The transfer to trading reflects the Company's intent to exercise the put option,
whereas, prior to the agreement, the Company's intent was to hold the ARS until the market recovered. Upon transfer to trading, the Company recognized a loss of $1.0 million, included as a
reduction to interest income, for the amount of unrealized loss not

56

---



Table of Contents

TECHWELL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. FINANCIAL INSTRUMENTS (Continued)

previously
recognized in earnings. As a result of this transfer unrealized gains or losses will be included in earnings in future periods, and the Company anticipates future changes in fair value of
the put option will approximate the fair value movement of the related ARS. The net impact of the change in fair value of the ARS and related put option to the Company's operating results was nil for
2009 and 2008.

As
of December 31, 2009, the entire ARS investment balance of $6.3 million is classified as short-term investments on the consolidated balance sheet because the
sale of the ARS back to the investment provider is expected to occur in June 2010. As of December 31, 2008, the entire ARS investment balance of $6.0 million was classified as
long-term investment on the consolidated balance sheet.

Typically
the fair value of ARS investments approximates par value due to the frequent resets through the auction process. While the Company continues to earn interest on its ARS
investments at the maximum contractual rate, these investments are not currently trading and therefore do not currently have a readily determinable market value. Accordingly, the estimated fair value
of ARS no longer approximates par value.

The
Company has used a discounted cash flow model to determine the estimated fair value of its investment in ARS in 2009 and 2008. The assumptions used in preparing the discounted cash
flow model include estimates for interest rates, estimates for discount rates using yields of comparable traded instruments adjusted for illiquidity and other risk factors, amount of cash flows and
expected holding periods of the ARS. These inputs reflect the Company's own assumptions about the assumptions market participants would use in pricing the ARS, including assumptions about risk,
developed based on the best information available in the circumstances.

The
put option is a free standing asset separate from the ARS, and represents the Company's contractual right to require its investment provider to purchase the ARS at par at anytime
starting in June 2010. The Company values the put option based on the amount of cash flows and expected holding periods of the related ARS, time value of money and the Company's assessment of the
credit worthiness of its investment provider.

The
following is a summary of the Company's available-for-sale securities as of December 31, 2009 (in thousands):

Less than
12 Months

12 Months
or LongerAmortized
Cost

Unrealized
Gains

Unrealized
Losses

Unrealized
Losses

Estimated
Fair ValueMoney market funds

$
1,746

$


$


$


$
1,746Corporate bonds


38,929


255


(64
)




39,120Municipal bonds


1,500


2








1,502Treasuries and federal agencies


38,134


65


(46
)




38,153Commercial paper


2,991











2,991Total

$
83,300

$
322

$
(110
)
$


$
83,512


57

---



Table of Contents

TECHWELL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. FINANCIAL INSTRUMENTS (Continued)

The following is a summary of the Company's available-for-sale securities as of December 31, 2008 (in thousands):

Less than
12 Months

12 Months
or LongerAmortized
Cost

Unrealized
Gains

Unrealized
Losses

Unrealized
Losses

Estimated
Fair ValueMoney market funds

$
33,998

$


$


$


$
33,998Corporate bonds


19,710


97


(57
)




19,750Treasuries and federal agencies


5,023


103








5,126Commercial paper


12,061


26








12,087Total

$
70,792

$
226

$
(57
)
$


$
70,961


As
of December 31, 2009, the effective maturities of the Company's available-for-sale securities are $54.8 million within one year and
$35.0 million within two years. As of December 31, 2008, the effective maturities of the Company's available-for-sale securities are $57.6 million within
one year and $13.4 million within two years.

As
of December 31, 2009, the unrealized losses on our available-for-sale securities were insignificant in relation to our total
available-for-sale securities. Substantially all of our unrealized losses on our available-for-sale investments can be attributed to fair value
fluctuations in an unstable credit environment. The Company considers the declines in market value of its available-for-sale securities to be temporary in nature. When
evaluating the investments for other-than-temporary impairment, the Company reviews factors such as the length of time and extent to which fair value has been below cost basis,
the financial condition of the issuer and any changes thereto, and the Company's intent to sell, or whether it is more likely than not it will be required to sell, the investment before recovery of
the investment's amortized cost basis. The Company believes that the unrealized losses are temporary and do not require an other-than-temporary impairment. The Company did not
recognize any other-than-temporary impairment charges on outstanding available-for-sale securities in 2009, 2008 and 2007.

Effective
January 1, 2008, the Company adopted the authoritative guidance for fair value measurements and the fair value option for financial assets and financial liabilities. The
authoritative guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted
prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair
value hierarchy are described below:



58

---



Table of Contents

TECHWELL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. FINANCIAL INSTRUMENTS (Continued)

The
table below represents the fair value hierarchy of the Company's financial instruments measured at fair value as of December 31, 2009 (in thousands):

Total

Level 1

Level 2

Level 3Money market funds

$
1,746

$
1,746

$


$
Corporate bonds


39,120


39,120





Municipal bonds


1,502


1,502





Treasuries and federal agencies


38,153


38,153





Commercial paper


2,991


2,991





Put option


806








806Auction rate securities


6,294








6,294Total

$
90,612

$
83,512

$


$
7,100Amount included in:Cash and cash equivalents

$
1,746

$
1,746

$


$
Short-term investments


53,093


46,799





6,294Long-term investments


34,967


34,967





Prepaid expenses and other current assets


806








806Total

$
90,612

$
83,512

$


$
7,100


The
table below represents the fair value hierarchy of the Company's financial instruments measured at fair value as of December 31, 2008 (in thousands):

Total

Level 1

Level 2

Level 3Money market funds

$
33,998

$
33,998

$


$
Corporate bonds


19,750


19,750





Treasuries and federal agencies


5,126


5,126





Commercial paper


12,087


12,087





Put option


1,101








1,101Auction rate securities


5,999








5,999Total

$
78,061

$
70,961

$


$
7,100Amount included in:Cash and cash equivalents

$
40,028

$
40,028

$


$
Short-term investments


17,582


17,582





Long-term investments


19,350


13,351





5,999Other assets


1,101








1,101Total

$
78,061

$
70,961

$


$
7,100


59

---



Table of Contents

TECHWELL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. FINANCIAL INSTRUMENTS (Continued)

The
following table provides a reconciliation of the beginning and ending balances for the assets measured at fair value using significant unobservable inputs (Level 3) (in
thousands):

Put Option

Auction Rate
SecuritiesBalances as of January 1, 2008

$


$
Transfer into level 3





7,100Receipt of put option


1,012


Unrealized gains (losses) included in earnings


89


(1,101
)Balances as of December 31, 2008


1,101


5,999Unrealized gains (losses) included in earnings


(295
)

295Balances as of December 31, 2009

$
806

$
6,294


3. DETAILS OF CERTAIN BALANCE SHEET COMPONENTS

December 31,2009

2008(in thousands)Inventory:Finished goods

$
5,649

$
2,750Work-in-process


2,288


2,030$
7,937

$
4,780Property and equipment, net:Equipment

$
2,163

$
1,888Software


820


779Furniture and fixtures


337


308Leasehold improvements


414


4543,734


3,429Accumulated depreciation and amortization


(2,701
)

(2,139
)$
1,033

$
1,290Accrued liabilities:Accrued compensation

$
2,108

$
1,168Customer advance


1,541


Income taxes payable


1,315


169Other


1,045


780$
6,009

$
2,117


4. STOCK INCENTIVE PLANS

The Company has equity incentive plans under which it may grant stock options, restricted stock awards, stock units and stock appreciation rights to employees, consultants and directors.
Currently, the Company is granting stock options and restricted stock awards under its 2006 stock incentive plan

60

---



Table of Contents

TECHWELL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4. STOCK INCENTIVE PLANS (Continued)

("Plan")
which was adopted by the Board of Directors in November 2005. As of December 31, 2009, the total number of shares available for issuance under the Plan was 5.1 million. The Plan
contains a provision that automatically increases the number of shares of common stock reserved for issuance on January 1 of each succeeding year. On January 1, 2010, the shares reserved
for issuance under the Company's Incentive Plans increased by 878,316 shares.

Under
the terms of the Incentive Plans, incentive options may be granted only to employees at a price not to be less than 100 percent of the fair market value of the Company's
common stock on the grant date. Non-statutory options may be granted at a price that is not less than 85 percent of the fair market value on the date of grant. Stock options and
awards granted under the Plans have a contractual term of up to ten years, generally vest over four years at the rate of 25 percent on the one-year anniversary of the vesting
commencement date and ratably each month thereafter and are exercisable under conditions determined by the Board of Directors or committee thereof as permissible under the terms of the Plan.

At
December 31, 2009, 1.8 million shares were available for grant under the Incentive Plan.

Stock
option activity is summarized as follows (in thousands, except weighted-average price):

Number
Outstanding

Weighted-Average
Exercise PriceOptions outstanding at December 31, 2006 (959 shares exercisable at a weighted-average exercise price of $1.02 per share)


2,222

$
4.20Options granted


625

$
13.96Options exercised


(352
)
$
2.02Options cancelled


(106
)
$
7.20Options outstanding at December 31, 2007 (1,136 shares exercisable at a weighted-average exercise price of $3.04 per share)


2,389

$
6.94Options granted


50

$
12.99Options exercised


(174
)
$
2.63Options cancelled


(65
)
$
6.67Options outstanding at December 31, 2008 (1,585 shares exercisable at a weighted-average exercise price of $5.77 per share)


2,200

$
7.42Options granted


201

$
11.09Options exercised


(296
)
$
1.21Options cancelled


(36
)
$
10.69Options outstanding at December 31, 2009 (1,662 shares exercisable at a weighted-average exercise price of $7.71 per share)

$
2,069

$
8.62Options vested and expected to vest at December 31, 2009

$
2,027

$
8.54


61

---



Table of Contents

TECHWELL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4. STOCK INCENTIVE PLANS (Continued)

The
aggregate intrinsic value of options outstanding, options vested and expected to vest and options exercisable as of December 31, 2009, is $10.1 million,
$10.0 million and $9.6 million, respectively. The weighted average remaining contractual life of options outstanding, options vested and expected to vest and options exercisable as of
December 31, 2009, is 5.88 years, 5.81 years and 5.26 years, respectively.

The
stock options outstanding and exercisable by exercise price at December 31, 2009, are as follows:

Options Outstanding

Options Outstanding and
ExercisableWeighted Average
Remaining
Contractual Life
(Years)Number
Outstanding

Weighted-Average
Exercise Price

Number
Outstanding

Weighted-Average
Exercise Price(in
thousands)





(in
thousands)$0.45


313


0.72

$
0.45


313

$
0.45$0.90$1.50


300


4.78

$
1.12


300

$
1.12$3.00$10.69


331


7.53

$
8.06


191

$
6.76$11.00


323


6.25

$
11.00


304

$
11.00$12.38$13.84


177


8.62

$
13.26


91

$
13.08$13.94


525


7.14

$
13.94


372

$
13.94$14.00$17.24


100


7.14

$
14.64


91

$
14.572,069


5.88

$
8.62


1,662

$
7.71


62

---



Table of Contents

TECHWELL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4. STOCK INCENTIVE PLANS (Continued)

Restricted
stock award activity is summarized as follows (in thousands, except weighted-average price):

Number
Outstanding

Weighted-Average
Fair ValueRestricted stock awards outstanding at December 31, 2006


63

$
15.11Restricted stock awards granted


913

$
13.92Restricted stock awards vested


(18
)
$
16.67Restricted stock awards cancelled


(80
)
$
15.13Restricted stock awards outstanding at December 31, 2007


878

$
13.84Restricted stock awards granted


721

$
10.15Restricted stock awards vested


(402
)
$
13.35Restricted stock awards cancelled


(74
)
$
12.09Restricted stock awards outstanding at December 31, 2008


1,123

$
11.77Restricted stock awards granted


734

$
9.86Restricted stock awards vested


(456
)
$
11.63Restricted stock awards cancelled


(112
)
$
11.85Restricted stock awards outstanding at December 31, 2009


1,289

$
10.72


5. STOCK-BASED COMPENSATION

The total intrinsic value of options exercised in 2009, 2008 and 2007 was $2.7 million, $1.2 million and $3.8 million respectively.

The
total grant date fair value of stock options vested in 2009, 2008, and 2007 was $1.9 million, $3.2 million and $574,000, respectively.

The
total intrinsic value of restricted awards vested in 2009, 2008 and 2007 was $3.9 million, $4.0 million and $0.2 million respectively.

The
total grant date fair value of restricted stock awards vested in 2009, 2008, and 2007 was $5.3 million, $5.4 million and $319,000, respectively.

In
2009, 2008 and 2007, stock-based compensation expense includes compensation cost related to estimated fair values of stock options and awards granted after January 1, 2006 and
stock-based compensation costs related to awards outstanding at January 1, 2006, such as unvested stock options, that were recognized based on intrinsic value.

Employee Options and Awards

In connection with certain employee stock option grants prior to January 1, 2006, the Company recognized deferred stock-based
compensation based on the excess of the deemed fair value of the

63

---



Table of Contents

TECHWELL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5. STOCK-BASED COMPENSATION (Continued)

underlying
stock over the stock option exercise price at the date of grant, which was amortized over the vesting periods of the related options and stock, generally four years, using the multiple
grant method.

The
weighted-average grant-date fair value of options granted in 2009, 2008 and 2007 is $4.92, $5.70 and $9.28 per share, respectively. The fair value per share is being
recognized as stock-based compensation expense over the applicable vesting period (which equals the service period).

Consultant Awards

In 2009, 2008 and 2007, the Company granted restricted stock awards to consultants in exchange for services.

The
Company recorded $293,000, $21,000 and $64,000 in 2009, 2008 and 2007, respectively.

Stock-Based Compensation Expense

The following table summarizes the distribution of stock-based compensation expense (in thousands):

Year Ended December 31,2009

2008

2007Cost of revenue

$
483

$
492

$
297Research and development


3,939


3,339


1,830Selling, general and administrative


3,269


3,506


2,423Related tax-effect


(2,337
)

(2,483
)

(1,391
)Total costs and expenses

$
5,354

$
4,854

$
3,159


Total
compensation cost attributable to activities capitalized into inventory was not significant in any period presented.

Stock-based
compensation expense is allocated among cost of revenue, research and development expenses and selling, general and administrative expenses, respectively, based upon the
employee's job function.

As
required, the cash flows resulting from the tax benefits for tax deductions resulting from the exercise of stock options in excess of the compensation expense recorded for those
options (excess tax benefits) are classified as cash flows from financing activities. The Company recorded excess tax benefits of $49,000, nil and $23,000 in 2009, 2008 and 2007, respectively.

Future Amortization of Deferred Stock-Based Compensation.

Total
compensation cost, excluding estimated future forfeitures, of options granted but not yet vested as of December 31, 2009 was $2.9 million,
which is expected to be recognized over the weighted-average period of 2.00 years. Total compensation cost, excluding estimated future forfeitures, of restricted stock awards granted but not
yet vested as of December 31, 2009 was $15.7 million, which is expected to be recognized over the weighted-average period of 2.82 years.

64

---



Table of Contents

TECHWELL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6. BUSINESS COMBINATIONS

On October 9, 2009, the Company acquired substantially all of the assets of a development stage company with operations based in China. The purchase price for the asset
acquisition was $3.2 million, less assumed liabilities of approximately $0.7 million. The Company paid the net purchase price in cash. In addition, the Company issued restricted stock
awards, which will vest over four years, to employees in connection with their new employment with the Company. The Company also agreed to pay $1.1 million cash compensation to the new
employees of which $0.8 million has been paid as of December 31, 2009. The compensation is subject to repayment upon termination prior to the
completion of two years of employment. The new employees are focused on developing video solutions for the security surveillance market. As part of the purchase agreement, the Company extended
employment offers to approximately 40 employees, substantially all of whom are research and development personnel. The Company incurred $0.6 million of acquisition related costs. This
acquisition was accounted for using the purchase method of accounting.

Purchase Price Allocation

The allocation of the purchase price of the tangible and identifiable intangible assets acquired and liabilities assumed in the
acquisition was based on their estimated fair values.

The
purchase price allocation is as follows (in thousands):

Cash

$
25Property and equipment, net


60Developed technology


1,400In-process research and development


1,662Other assets


46Assumed liabilities


(573
)Accrued liabilities


(88
)Total consideration

$
2,532


Developed
technology consists of products that have reached technological feasibility. The Company valued the developed technology utilizing a Relief from Royalty method, which is based
on the assumption that a company would be willing to pay a royalty to the owner of an asset to exploit the economic benefits deriving from the asset. The royalty rate used is based on an analysis of
empirical, market-derived royalty rates for guideline intangible assets. Typically, revenue is projected over the expected remaining useful life of the completed technology. The market-derived royalty
rate is then applied to estimate the royalty savings. Completed technology is specific to certain products acquired that have also passed technological feasibility.

The
fair value of the IPR&D was determined using the income approach. Under the income approach, the expected future cash flows from each project under development are estimated and
discounted to their net present values at an appropriate risk-adjusted rate of return. Significant factors considered in the calculation of the rate of return are the weighted average cost
of capital and return on assets, as well as the risks inherent in the development process, including the likelihood of achieving technological success and market acceptance. Each project was analyzed
to determine the unique technological innovations, the existence and reliance on core technology, the existence of any alternative future use or current technological feasibility, and the complexity,
cost and time to complete

65

---



Table of Contents

TECHWELL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6. BUSINESS COMBINATIONS (Continued)

the
remaining development. Future cash flows for each project were estimated based on forecasted revenue and costs, taking into account the expected product life cycles, market penetration and growth
rates.

The
Company allocated the purchase price to tangible assets, liabilities and identifiable intangible assets acquired, as well as IPR&D, if identified, based on their estimated fair
values. The fair value assigned to identifiable intangible assets acquired was based on estimates and assumptions made by management. Intangible Assets, with finite useful lives are amortized on a
straight-line basis over their respective useful lives

The
integration of the technology acquired in the acquisition with our products will complement the Company's suite of products and enhances research and development capabilities, which
will allow the Company to pursue expanded market opportunities.

Supplemental Pro Forma Data (Unaudited)

The unaudited financial information in the table below summarizes the combined results of operations of the Company and the acquired
company on a pro forma basis for 2009, as though the company had been combined as of the beginning of the period presented. Pro forma financial information for 2008 and 2007 has not been included as
the financial results of the acquired company during these periods were deemed insignificant. The pro forma financial information is presented for informational purposes only and is not indicative of
the results of operations that would have been achieved if the acquisitions had taken place at the beginning of the period presented.

The
following table summarizes the pro forma financial information (in thousands, except per share amounts):

Year Ended
December 31,2009Revenue

$
63,174Net income

$
3,090Net income per share:Basic

$
0.14Diluted

$
0.14


7. OTHER INTANGIBLE ASSETS

Intangible Assets

The following table summarizes the acquisition-related intangibles that were acquired during 2009 and are being amortized as of
December 31, 2009 (in thousands):

As of December 31, 2009Gross
Carrying
Amount

Accumulated
Amortization

Net
Carrying
ValueDeveloped technology

$
1,400

$
(66
)
$
1,334In-process research and development


1,662





1,662$
3,062

$
(66
)
$
2,996


66

---



Table of Contents

TECHWELL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. OTHER INTANGIBLE ASSETS (Continued)

Developed
technology is currently being amortized over 5 years and in-process research and development will not be amortized until the related development has been
completed.

Amortization
expense of acquisition-related intangible assets in 2009 was $66,000.

Anticipated
future amortization expense for acquisition-related intangible assets is as follows (in thousands):

Amortization
ExpenseYear ending December 31, 2010

$
267Year ending December 31, 2011


267Year ending December 31, 2012


267Year ending December 31, 2013


267Thereafter


266$
1,334


8. COMMITMENTS AND CONTINGENCIES

Indemnification Obligations

Subject to certain limitations, the Company is obligated to indemnify its current and former directors, officers and employees in
connection with government inquiries and litigation. These obligations arise under the terms of the Company's certificate of incorporation, its bylaws, applicable contracts, and Delaware and
California law. The obligation to indemnify generally means that the Company is required to pay or reimburse the individuals' reasonable legal expenses and possibly damages and other liabilities
incurred in connection with these matters. Additionally, the Company has certain indemnification obligations to customers under its contract development projects with respect to any infringement of
third-party patents and intellectual property rights by its products.

Rights Agreement

On August 4, 2009, the Company entered into a Rights Agreement (the "Rights Agreement") with Computershare Trust Company, N.A.
(as "Rights Agent"). In connection with entering into the Rights Agreement, the Company's Board of Directors declared a dividend distribution of one "Right" for each outstanding share of common stock
of the Company to stockholders of record at the close of business on August 18, 2009. Subject to certain limitations and exceptions, each Right, when exercisable, entitles the registered holder
to purchase from the Company one one-thousandth of a share of a new series of preferred stock, designated as Series A Participating Preferred Stock (the "Preferred Stock"), at a price of Fifty Dollars
($50.00) per one one-thousandth of a share (the "Purchase Price"), subject to adjustment. The Rights become exercisable upon certain events described in the Rights Agreement. The Company and the
Rights Agent retain broad authority to amend the Rights Agreement.

Other Legal Matters

The Company is currently not a party to any material legal proceedings. The Company may be named from time to time as a party to
lawsuits in the normal course of its business. Litigation in general and intellectual property and securities litigation in particular, can be expensive and disruptive to normal business operations.
Moreover, the results of legal proceedings are difficult to predict.

67

---



Table of Contents

TECHWELL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. COMMITMENTS AND CONTINGENCIES (Continued)

Leases

The Company leases its primary facility and other offices, under operating leases which expire at various dates through 2014.

Rent
expense in 2009, 2008 and 2007 was $0.7 million, $0.6 million and $0.6 million respectively. The Company recognizes rent expense on a straight-line
basis over the lease period.

Future
minimum lease payments under non-cancellable operating leases as of December 31, 2009 are as follows (in thousands):

Operating
LeasesYear ending December 31, 2010

$
748Year ending December 31, 2011


658Year ending December 31, 2012


90Year ending December 31, 2013


35Thereafter


20$
1,551


Purchase Commitments

As of December 31, 2009, the Company has purchase commitments of $3.0 million with its inventory suppliers with due dates
within the next twelve months. Both the quantities and purchase prices are fixed in the noncancelable commitments.

9. INCOME TAXES

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

Year Ended December 31,2009

2008

2007United States

$
4,983

$
12,056

$
14,005Foreign


380


455


207Income before income taxes

$
5,363

$
12,511

$
14,212


68

---



Table of Contents

TECHWELL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. INCOME TAXES (Continued)

The
components of the income tax provision (benefit) are as follows (in thousands):

December 31,2009

2008

2007Current:Federal

$
1,660

$
4,298

$
4,840State


206


269


24Foreign


116


171


53Total current


1,982


4,738


4,917Deferred:Federal


324


277


(4,444
)State


(439
)

(291
)

(991
)Total deferred


(115
)

(14
)

(5,435
)Total income tax provision (benefit)

$
1,867

$
4,724

$
(518
)


The
components of deferred tax assets for federal and state income taxes are as follows (in thousands):

December 31,2009

2008Deferred tax assets:Net operating loss carryforwards





323Research and other credits


1,375


1,330Stock-based compensation


3,132


2,838Accruals


739


803Other


202


90Deferred tax assets

$
5,448

$
5,384


As
required, the Company assessed the recoverability of its deferred tax assets. To assess the likelihood that the deferred tax assets will be recovered from taxable income, the Company
considered both positive evidence that indicates a valuation allowance is not needed and negative evidence that indicates a valuation allowance is needed. As a result of this assessment as of
December 31, 2009 in which the Company considered its recent history of consecutive profitable quarters and anticipated profit in future periods, the Company believes that it is more likely
than not the deferred tax assets will be realized in the future.

As
a result of the Company's assessment in 2007, in which the company considered its recent history of consecutive profitable quarters and anticipated profit in future periods, the
company released the
valuation allowance recorded against its deferred tax assets of approximately $5.5 million as it believed that it was more likely than not the deferred tax assets would be realized in the
future.

As
of December 31, 2009, the Company had no federal or state net operating loss carryforwards available to offset future taxable income. As of December 31, 2009, the
Company also has research and other tax credit carryforwards of approximately $0.1 million and $2.7 million for federal and state income tax purposes, respectively. If not utilized, the
federal carryforwards, will expire in various

69

---



Table of Contents

TECHWELL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. INCOME TAXES (Continued)

amounts
beginning in 2029. The state tax credit can be carried forward indefinitely. The Company also has a California alternative minimum tax credit carryover of $12,000, and this credit does not
expire.

The
effective tax rate differs from the applicable U.S. statutory federal income tax rate as follows:

Year Ended
December 31,2009

2008

2007U.S. statutory federal taxes at statutory rate


35.0
%

35.0
%

35.0
%State taxesnet of federal benefit


1.5


1.8


1.5Research and development credits


(17.0
)

(6.2
)

(4.4
)Stock-based compensation


17.4


6.6


1.9Other


(2.1
)

0.6


1.2Change in valuation allowance








(38.8
)Effective tax rate


34.8
%

37.8
%

(3.6
)%


A
reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in thousands):

Unrecognized
Tax BenefitsBalance at January 1, 2007

$
410Gross increasestax position in prior period


Gross decreasestax position in prior period


Gross increasestax positions related to the current year


198Gross decreasestax positions related to the current year


Settlements


Lapse of statute of limitations


Balance at December 31, 2007


608Gross increasestax position in prior period


Gross decreasestax position in prior period


(12
)Gross increasestax positions related to the current year


247Gross decreasestax positions related to the current year


Settlements


Lapse of statute of limitations


Balance at December 31, 2008


843Gross increasestax position in prior period


Gross decreasestax position in prior period


Gross increasestax positions related to the current year


285Gross decreasestax positions related to the current year


Settlements


Lapse of statute of limitations


Balance at December 31, 2009

$
1,128


For
2009, 2008 and 2007, the Company had a total of $1.1 million, $0.8 million and $0.6 million, respectively, of unrecognized tax benefits, of which
$0.9 million, $0.8 million and $0.5 million,

70

---



Table of Contents

TECHWELL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. INCOME TAXES (Continued)

respectively,
would affect the effective tax rate, if recognized. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months.

The
Company files U.S. federal, state and foreign income tax returns in jurisdictions with varying statutes of limitations. The 1997 through 2009 tax years generally remain
subject to examination by federal and most state tax authorities. The Company is currently under examination by the Internal Revenue Service for the tax years 2007 and 2008. The Company does not
expect the results of these examinations to have a material effect on its financial condition or results of operations.

In
significant foreign jurisdictions, the 2004 through 2009 tax years generally remain subject to examination by their respective tax authorities.

United
States federal income taxes have not been provided for the undistributed earnings of the Company's foreign subsidiaries. These undistributed earnings aggregated approximately
$0.4 million at December 31, 2009, and it is the Company's intention that such undistributed earnings be permanently reinvested offshore. The Company would be subject to additional
United States taxes if these earnings were repatriated. Determination of the amount of unrecognized deferred income tax liability related to these earnings is not practicable.

10. EMPLOYEE BENEFIT PLAN

The Company sponsors a 401(k) savings plan for all employees who meet certain eligibility requirements. Participants may contribute, on a pretax basis, an amount of their annual
compensation,
not to exceed a maximum contribution pursuant to Section 401(k) of the Internal Revenue Code. The Company may contribute to the plan on a discretionary basis, but is not required, nor has it
contributed, to the plan in 2009, 2008 and 2007. The contributions to the 401(k) Plan, and income earned on plan contributions, are not taxable to employees until withdrawn from the 401(k) Plan.

11. SEGMENT INFORMATION

The Company currently operates in one reportable segment, the designing, marketing and selling of mixed signal integrated circuits for multiple video applications primarily for the
security surveillance and automotive infotainment markets. The Company's chief operating decision maker is the Chief Executive Officer.

The
percentage of total revenue by geographic location is as follows:

Year Ended December 31,2009

2008

2007China


54
%

37
%

26
%South Korea


21


27


29Taiwan


16


29


40Japan


6


5


3Other


3


2


2Total revenue


100
%

100
%

100
%


71

---



Table of Contents

TECHWELL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11. SEGMENT INFORMATION (Continued)

Revenue
by principal product lines are as follows (in thousands):

Year Ended December 31,2009

2008

2007Security surveillance

$
44,512

$
52,683

$
40,571Automotive infotainment


12,431


7,059


6,015Consumer


6,188


7,636


12,344Other(1)


43


258


957Total revenue

$
63,174

$
67,636

$
59,887


(1)Consists
of contract development projects, early generation mixed signal semiconductors for digital video applications and PCI video decoder products.


Property,
plant and equipment, net by country are as follows (in thousands):

December 31,2009

2008United States

$
828

$
1,069China


94


73Taiwan


48


79Japan


29


60South Korea


34


9Total

$
1,033

$
1,290


12. SUBSEQUENT EVENT

On March 22, 2010, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Intersil Corporation ("Parent") and Navajo Merger Sub, Inc., an indirect
wholly-owned subsidiary of Parent ("Purchaser"), pursuant to which Purchaser has agreed, subject to the terms and conditions of the Merger Agreement, to commence a cash tender offer to acquire all
shares of the Company's common stock, par value $0.001 per share, that are outstanding and the associated preferred stock purchase rights issued in connection with and subject to the Rights Agreement
(the "Rights Agreement"), dated August 4, 2009, between Techwell and Computershare Trust Company, N.A. (the "Rights Agent"), at a purchase price of $18.50 per Share (the "Offer"). The Offer is
subject to the condition that the number of shares validly tendered and not withdrawn prior to the expiration of the Offer will, when combined with any shares owned by Parent and its subsidiaries
including Purchaser immediately prior to the expiration of the Offer, represent at least a majority of the total number of the Shares outstanding on a fully diluted basis along with certain other
closing conditions.

On
March 22, 2010, the Company entered into an Amendment to Rights Agreement with the Rights Agent to amend the Rights Agreement, with the purpose and intent of exempting the
Merger Agreement from the Rights Agreement.

72

---





Table of Contents

TECHWELL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SUPPLEMENTARY FINANCIAL DATA    QUARTERLY DATA (UNAUDITED)

The following table sets forth selected unaudited quarterly information for our last eight fiscal quarters, which has been prepared on
the same basis as the audited consolidated financial statements. We believe that all necessary adjustments consisting only of normal recurring adjustments, have been included in the amounts stated
below to present fairly the results of such periods when read in conjunction with our audited consolidated financial statements and related notes included elsewhere herein. Operating results for any
quarter are not necessarily indicative of results to be expected for any future period.

Quarters EndedMarch 31,
2008

June 30,
2008

September 30,
2008

December 31,
2008

March 31,
2009

June 30,
2009

September 30,
2009

December 31,
2009(in thousands, except per share amounts)REVENUE

$
15,607

$
17,006

$
18,520

$
16,503

$
10,339

$
12,038

$
18,015

$
22,782COST OF REVENUE(1)


6,061


6,503


6,859


6,224


4,101


4,841


7,035


8,688GROSS PROFIT


9,546


10,503


11,661


10,279


6,238


7,197


10,980


14,094OPERATING EXPENSES:Research and development(1)


3,549


4,208


4,442


4,905


4,314


4,319


5,274


5,696Selling, general and administrative(1)


3,692


3,765


3,576


3,623


3,533


3,722


3,835


3,826Total operating expenses


7,241


7,973


8,018


8,528


7,847


8,041


9,109


9,522INCOME (LOSS) FROM OPERATIONS


2,305


2,530


3,643


1,751


(1,609
)

(844
)

1,871


4,572INTEREST INCOME


755


540


507


480


368


330


357


318INCOME (LOSS) BEFORE INCOME TAXES


3,060


3,070


4,150


2,231


(1,241
)

(514
)

2,228


4,890INCOME TAX PROVISION (BENEFIT)


1,189


1,228


1,634


673


(544
)

(98
)

1,169


1,340NET INCOME (LOSS)

$
1,871

$
1,842

$
2,516

$
1,558

$
(697
)
$
(416
)
$
1,059

$
3,550Net income (loss) per share:Basic

$
0.09

$
0.09

$
0.12

$
0.07

$
(0.03
)
$
(0.02
)
$
0.05

$
0.16Diluted

$
0.09

$
0.08

$
0.11

$
0.07

$
(0.03
)
$
(0.02
)
$
0.05

$
0.16Weighted average shares used in computing net income (loss) per share:Basic


20,926


21,065


21,169


21,284


21,383


21,467


21,560


21,765Diluted


21,821


22,099


22,080


22,050


21,383


21,467


22,315


22,590


---

Quarters EndedMarch 31,
2008

June 30,
2008

September 30,
2008

December 31,
2008

March 31,
2009

June 30,
2009

September 30,
2009

December 31,
2009(in thousands, except per share amounts)Cost and expenses:Cost of revenue

$
113

$
131

$
122

$
126

$
122

$
117

$
122

$
122Research and development


693


859


901


886


900


845


881


1,313Selling, general and administrative


871


918


825


892


822


804


816


827


73

---





Table of Contents

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

None.

ITEM 9A.    Controls and Procedures

Evaluation of disclosure controls and procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our
disclosure controls and procedures as of December 31, 2009. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities and Exchange Act of 1934, as amended, ("Exchange Act"), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company
in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act
is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies
its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of the end of the period
covered by this Annual Report on Form 10-K, our chief executive officer and chief financial officer have concluded that, as of such date, our disclosure controls and procedures were
not effective because of the material weakness in our internal control described below. Nevertheless, based on the performance of additional procedures by management designed to ensure the reliability
of our financial reporting, our Chief Executive Officer and Chief Financial Officer, to their knowledge, concluded that the consolidated financial statements in this annual report fairly present, in
all material respects, our financial position, results of operations and cash flows as of, and for, the periods presented in this report.

Changes in internal control over financial reporting.

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act) that occurred during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management's Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is
defined under Rule 13a-15(f)
promulgated under the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

Under
the supervision and with the participation of our management, including our CEO and CFO, we conducted an assessment of the effectiveness of our internal control over financial
reporting as of December 31, 2009. In making this assessment, we used the criteria establishedin Internal ControlIntegrated
Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). A "material weakness" is a deficiency, or a combination of deficiencies, in
internal control over financial reporting, such that there is a reasonable possibility that a material

74

---



Table of Contents

misstatement
of the Company's annual or interim consolidated financial statements will not be prevented or detected on a timely basis. In connection with our assessment of the Company's internal
control over financial reporting described above, we have identified the following control deficiency which represents a material weakness in the Company's internal control over financial reporting as
of December 31, 2009.

The
Company did not maintain sufficient and qualified resources with the training and experience necessary to properly account for income taxes or business combinations in accordance
with accounting principles generally accepted in the United States of America. Additionally, this deficiency in operation of internal control over financial reporting could result in misstatements of
the Company's financial statement accounts and disclosures that would be material to the annual or interim consolidated financial statements that would not be prevented or detected on a timely basis.

As
a result of this material weakness, management has concluded that as of December 31, 2009, internal control over financial reporting was not effective based on the criteria in Internal ControlIntegrated
Frameworkissued by the COSO.

The
effectiveness of the Company's internal control over financial reporting as of December 31, 2009 has been audited by Deloitte & Touche LLP, an independent
registered public accounting firm, as stated in their report which appears in this Annual Report on Form 10-K.

Remediation of The Material Weakness in Internal Control Over Financial Reporting

We are in the process of determining the steps required to remediate the material weakness described above related to the review and
evaluation of various complex accounting principles in the area of non-recurring transactions, however, we cannot estimate the time required to complete these remediation steps.

75

---





Table of Contents

Report of Independent Registered Public Accounting Firm

To
the Board of Directors and Stockholders of
Techwell, Inc.
San Jose, California

We
have audited the internal control over financial reporting of Techwell, Inc. and subsidiaries (the "Company") as of December 31, 2009, based on criteria established in Internal ControlIntegrated
Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's
management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management's 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 that 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 by, or under the supervision of, the company's principal executive and principal financial officers, or
persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. 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 the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material
misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to
future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in
management's assessment:



76

---



Table of Contents

This
material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year
ended December 31, 2009 of the Company and this report does not affect our report on such consolidated financial statements.

In
our opinion, because of the effect of the material weakness identified above on the achievement of the objectives of the control criteria, the Company has not maintained effective
internal control over financial reporting as of December 31, 2009, based on the criteria established inInternal ControlIntegrated
Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission.

We
have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year
ended December 31, 2009 of the Company and our report dated March 23, 2010, expressed an unqualified opinion on those financial statements.

/s/
DELOITTE & TOUCHE LLP

San
Jose, California
March 23, 2010

77

---





Table of Contents

ITEM 9B.    Other Information



PART III

ITEM 10.    Directors, Executive Officers of the Registrant and Corporate Governance

The information required by this item is included under the captions Nominees, Board Meetings, Committees of the Board of Directors,
Director Nominations, Communications with the Board of Directors, 2009 Director Compensation, Compensation Committee Interlocks and Insider Participation, in our Proxy Statement related to the 2010
Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 11.    Executive Compensation

The information required by this item is included under the caption Executive Compensation, in our Proxy Statement related to the 2010
Annual Meeting of Stockholders and is incorporated herein by reference.

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

The information required by this item relating to security ownership of certain beneficial owners and management is included under the
caption Security Ownership of Certain Beneficial Owners and Management and the information required by this item relating to securities authorized for issuance under equity compensation plans is
included under the caption Equity Compensation Plan Information in each case in our Proxy Statement related to the 2010 Annual Meeting of Stockholders, and is incorporated herein by reference.

ITEM 13.    Certain Relationships, Related Transactions and Director Independence

The information required by this item is included under the caption Certain Relationships and Related Party Transactions in our Proxy
Statement related to the 2010 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 14.    Principal Accountant Fees and Services

The information required by this item is included under the captions Principal Accounting Fees and Services and Audit Committee
Pre-Approval Policies and Procedures in our Proxy Statement related to the 2010 Annual Meeting of Shareholders and is incorporated herein by reference.

PART IV

ITEM 15.    Exhibits and Financial Statement Schedules

The
following financial statements and related report are included in Item 8 of this Report:



78

---



Table of Contents



Schedules
are omitted because they are not required or the information is included in the financial statements.

The
exhibits listed on the accompanying index to exhibits in Item 14(b) below are filed as part of, or hereby incorporated by reference into, this Report.

79

---



Table of Contents

Exhibit
Number

Description3.(i)1*

Restated Certificate of Incorporation of the Registrant.3.(ii)1*

Amended and Restated Bylaws of the Registrant.3.2

Certificate of Designation of Techwell, Inc. classifying and designating the Series A Participating Preferred Stock, as filed with the Secretary of State of the State of Delaware on August 4,
2009.(3)4.1*

Specimen Common Stock Certificate.4.2

Rights Agreement, dated as of August 4, 2009, between Techwell, Inc., and Computershare Trust company, N.A., as Rights Agent (which includes as Exhibit A the Certificate of Designation of Series A
Participating Stock, as Exhibit B the form of Rights Certificate, and as Exhibit C the Summary of Rights).(4)10.1*#

Form of Indemnification Agreement between the Registrant and its officers and directors.10.2*#

1997 Stock Plan (as amended) and form of agreements thereunder.10.3*#

2001 Stock Plan (as amended) and form of agreements thereunder.10.4*#

Form of 2006 Stock Incentive Plan and form of agreements thereunder.10.5*

Fourth Amended and Restated Rights Agreement, dated March 11, 2005.10.6*#

Offer Letter dated November 1, 2005 between the Registrant and Mark Voll.10.7*

First Amendment to the Fourth Amended and Restated Rights Agreement, dated March 27, 2006.10.8*#

Offer Letter dated September 8, 2000 between the Registrant and Dong-Wook (David) Nam.10.9*

Second Amendment to the Fourth Amended and Restated Rights Agreement, dated June 21, 2006.10.10

Lease Agreement by and between Registrant and FSP Montague Business Center Corp. dated November 6, 2006.(1)10.11#

Form of change of control severance agreement.(2)21.1

List of Subsidiaries.24.1

Power of Attorney (see signature page).23.1

Consent of independent registered public accounting firm.31.1

Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2

Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1**

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2**

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


#Indicates
management contract or compensatory plan or arrangement.*Incorporated
by reference to the same number exhibit filed with the Registrant's Registration Statement on Form S-1 (Registration
No. 333-130965), declared effective by the Securities and Exchange Commission on June 21, 2006.**The
material contained in Exhibit 32.1 and Exhibit 32.2 is not deemed "filed" with the SEC and is not to be incorporated by reference into any
filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language
contained in such filing, except to the extent that the registrant specifically incorporates it by reference.


80

---



Table of Contents

(1)Incorporated
by reference from the Company's Current Report on Form 8-K (Commission File No. 000-52014) filed with the
Securities and Exchange Commission on November 8, 2006.(2)Incorporated
by reference from the Company's Annual Report on Form 10-K (Commission File No. 000-52014) filed with the
Securities and Exchange Commission on March 12, 2008.(3)Incorporated
by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (Commission File
No. 000-52014) filed with the Securities and Exchange Commission on August 5, 2009.(4)Incorporated
by reference to Exhibit 4.1 to the Company's Registration Statement on Form 8-A relating to the Series A
Participating Preferred Stock Purchase Rights (Commission File No. 000-52014) filed with the Securities and Exchange Commission on August 5, 2009.


81

---





Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Techwell, Inc. has duly
caused this Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

TECHWELL, INC.Date: March 23, 2010

By:

/s/ FUMIHIRO KOZATO Fumihiro Kozato President and Chief Executive Officer


POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Fumihiro Kozato and Mark
Voll, jointly and severally, his attorney-in-fact, each with the full power of substitution, for such person, in any and all capacities, to sign any and all amendments to this
Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as he might do or could do in person hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his substitute, may do or
cause to be done by virtue hereof.

Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report on Form 10-K has been signed below by the following persons on behalf of the
registrant in the capacities and on the dates indicated.

Name

Title

Date/s/ FUMIHIRO KOZATO Fumihiro Kozato

President, Chief Executive Officer and Director
(Principal Executive Officer)

March 23, 2010/s/ MARK VOLL Mark Voll

Vice President of Finance and Administration and Chief Financial Officer
(Principal Financial and Accounting Officer)

March 23, 2010/s/ ROBERT D. COCHRAN Robert D. Cochran

Director

March 23, 2010/s/ RICHARD H. KIMBALL Richard H. Kimball

Director

March 23, 2010/s/ C.J. KOOMEN Dr. C.J. Koomen

Director

March 23, 2010/s/ JUSTINE LIEN Justine Lien

Director

March 23, 2010/s/ PHILLIP J. SALSBURY Dr. Phillip J. Salsbury

Director

March 23, 2010


82

---





Table of Contents

INDEX TO EXHIBITS

Exhibit
Number

Description3.(i)1*

Restated Certificate of Incorporation of the Registrant.3.(ii)1*

Amended and Restated Bylaws of the Registrant.3.2

Certificate of Designation of Techwell, Inc. classifying and designating the Series A Participating Preferred Stock, as filed with the Secretary of State of the State of Delaware on August 4,
2009.(3)4.1*

Specimen Common Stock Certificate.4.2

Rights Agreement, dated as of August 4, 2009, between Techwell, Inc., and Computershare Trust company, N.A., as Rights Agent (which includes as Exhibit A the Certificate of Designation of Series A
Participating Stock, as Exhibit B the form of Rights Certificate, and as Exhibit C the Summary of Rights).(4)10.1*#

Form of Indemnification Agreement between the Registrant and its officers and directors.10.2*#

1997 Stock Plan (as amended) and form of agreements thereunder.10.3*#

2001 Stock Plan (as amended) and form of agreements thereunder.10.4*#

Form of 2006 Stock Incentive Plan and form of agreements thereunder.10.5*

Fourth Amended and Restated Rights Agreement, dated March 11, 2005.10.6*#

Offer Letter dated November 1, 2005 between the Registrant and Mark Voll.10.7*

First Amendment to the Fourth Amended and Restated Rights Agreement, dated March 27, 2006.10.8*#

Offer Letter dated September 8, 2000 between the Registrant and Dong-Wook (David) Nam.10.9*

Second Amendment to the Fourth Amended and Restated Rights Agreement, dated June 21, 2006.10.10

Lease Agreement by and between Registrant and FSP Montague Business Center Corp. dated November 6, 2006.(1)10.11#

Form of change of control severance agreement.(2)21.1

List of Subsidiaries.23.1

Consent of independent registered public accounting firm.24.1

Power of Attorney (see signature page).31.1

Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2

Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1**

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2**

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


#Indicates
management contract or compensatory plan or arrangement.*Incorporated
by reference to the same number exhibit filed with the Registrant's Registration Statement on Form S-1 (Registration
No. 333-130965), declared effective by the Securities and Exchange Commission on June 21, 2006.**The
material contained in Exhibit 32.1 and Exhibit 32.2 is not deemed "filed" with the SEC and is not to be incorporated by reference into any
filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language
contained in such filing, except to the extent that the registrant specifically incorporates it by reference.
(1)Incorporated
by reference from the Company's Current Report on Form 8-K (Commission File No. 000-52014) filed with the
Securities and Exchange Commission on November 8, 2006.


---



Table of Contents

(2)Incorporated
by reference from the Company's Annual Report on Form 10-K (Commission File No. 000-52014) filed with the
Securities and Exchange Commission on March 12, 2008.(3)Incorporated
by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (Commission File
No. 000-52014) filed with the Securities and Exchange Commission on August 5, 2009.(4)Incorporated
by reference to Exhibit 4.1 to the Company's Registration Statement on Form 8-A relating to the Series A
Participating Preferred Stock Purchase Rights (Commission File No. 000-52014) filed with the Securities and Exchange Commission on August 5, 2009.


---