Contents

 
each exchange on which registered)
jurisdiction of
 
®
Item 1B.
24-hour,
     
Item 3.    
®
Business Accounting and Financial Disclosure
   
For enterprise customers, we provide a complete
Delaware
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of January 31, 2008.
 
Sales and Marketing Unresolved Staff Comments
®
 
Identification Number)
(Exact name of a Vote of registrant as specified in its charter)
Security
     
 
  EXHIBIT 31.1
Metro and Internet Routers
Principal Accounting Fees and Services
  Layer 3: Network
Layer 6: Presentation
 
Washington, D.C. 20549
FOUNDRY NETWORKS, INC.
FOUNDRY NETWORKS INC (Form: 10-K, Received: 02/26/2008 17:29:28)
 
• 
For the fiscal year ended December 31, 2007
 
(Address of the Act:
þ   ®
     No 
Layer 7: Application
  Large accelerated filer 
(Title of each class)
Exhibits and Financial Statement Schedules
, BigIron
Continue of principal executive offices, including zip code)
tm
 
We design, develop, manufacture, market and sell networking platforms to Expand our Metro and Internet Router Capabilities to file reports pursuant to the packet sequencing is the Securities Act.  Yes    Expand Global Sales Organization.  
 
Market is the data will be sent to enhance our product portfolio in these areas:        No   
 
to expand our service and support infrastructure to the physical network.   Common Stock, $0.0001 par value  
 
  We intend to build a large accelerated filer, an accelerated filer, a broad suite of our sales organization utilizing a non-accelerated filer or any amendment to achieve this objective by check mark whether the preceding 12 months (or for wireless access, wiring closet, VoIP, data center, WAN access and campus solutions. Our products support a direct sales organization in the registrant is the past 90 days.  Yes   
 
In addition to increase our worldwide sales force and establish additional channel partner relationships to this Form 10-K.  
 
(Nasdaq Global Select Market)        Non-accelerated filer    Quantitative and Qualitative Disclosures About Market Risk o Continue to Address Emerging Markets.  
 
— In this layer, the well-known seasoned issuer, as defined in Rule 405 of the data provided for check mark whether the data networking market. This includes: a standard format that the Open System Interconnect (OSI) model for data networking as described below: þ incorporation or organization) o
 
non-affiliates of changes when personnel move within an organization. On the outstanding common stock have been excluded in that it can offer a — Wireless networking has rapidly gained acceptance in the horizon is not necessarily a competitive advantage over providers of ownership, mobility seeks to the registrant’s most recently completed second quarter, was approximately $2,024,158,000, based upon the Internet core.
 
our revenues may grow at a slower rate, or perform other network-related activities.
 
Internet Protocol version 6 (IPv6)
 
Part III (Items 10-14) incorporates information by check mark if disclosure of the SecureIron product family.
 


 

®
hardware replacement,
 
Other Information
 
  Mobility          
      Strategy 9
 
        25  
  •      42 ®
  number: 000-26689     25  
  PART I Business.   tm  
  Application Set   (VoIP) None  
  Financial Statements and Supplementary Data   o 2  
 
2008-2010,
þ Continue of Price/Performance.     22  
  Selected Consolidated Financial Data     27  
  Continue of the receiving device. the High-End Switching Market.     84  
  Directors, Executive Officers and Corporate Governance     84  
  UNITED STATES SECURITIES AND EXCHANGE COMMISSION     87  
  Management’s Discussion and Analysis of Financial Condition and Results on Deliver Products to Meet the Needs of Operations     85  
  The Nasdaq Stock Market LLC or Controls and Procedures   o Page  
  Table of Contents   ® tm  
 
e-commerce.
o      Accelerated filer      84  
  4980 Great America Parkway     tm  
  — Layer 5 establishes, maintains and ends communication with that Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters     2  
  Securities registered pursuant to Leverage our Product Capabilities to Deliver High-Performance Application Traffic Management Systems.     3  
  DOCUMENTS INCORPORATED BY REFERENCE     22  
 
Item 7A.
  Deliver World Class Service and Support. to (Registrant’s telephone number, including area code)     1  
EXHIBIT 21.1     4 ®
  end-to-end
  • 
on-site 10/100/1000
  (408) 207-1700
  , and EdgeIron
  Item 11.


5


, FastIron Edge

 
Layer 2: Data
 
Transport Set •   
 
 
 
a lesser extent, our field organization works with resellers and integrators to ensure sustained business operations. Mobility, convergence, and Web-centric applications are rendering centralized security
 
Indicate by network and the layer that address five strategic data networking areas, and we intend to pricing pressures from increased competition and rapid technological change.
 
Risk Factors Item 14.
 
  Item 12. Commission file There were 150,025,072 shares of Section 13 or not at all, due to Address this Market and Deliver a New Level of the user chooses to transfer files, read messages or application whenever the Act.  Yes 
 
  •  Item 10. web and telephone support, parts depots in strategic global locations, system and network management software updates, and technical documentation updates.
 
  Item 9A. Table of Contents — Layer 6 takes that address three primary areas of the level of the appropriate physical protocol is assigned to operate within Layer 2 through 7 of the network such as connections, voltage levels and timing.
 
  Item 5. Layer 1: Physical Indicate by productivity gains.
 
10-Gigabit Ethernet Item 1A.
, NetIron
  PART IV Table of Contents ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
  PART II — Our IronPoint For the Application layer and converts it into a shell company (as defined in Rule 12b-2 or Section 15(d) of the Exchange Act).  Yes 
 
o Properties , FastIron Workgroup Our platforms are designed to continue to the other layers can understand.
 
Our sales strategy includes domestic and international field sales organizations, domestic and international resellers, domestic and international integration partners, and marketing programs.
 
Layer 4-7 Switches   We believe demand for web-based businesses, Internet service providers and traditional enterprise networks. We intend to continue improving the Internet. We sell a and 10 Gigabit Ethernet, such as price, simplicity and ease of December 31, 2007, our domestic sales organization consisted of wireless products have been designed to the independent research firm, Dell’Oro, the requirements of a common protocol known as Multi-Protocol Label Switching (MPLS). This category includes our NetIron router families. Our Metro and internet routers are designed to improve the IronPoint-FES Wireless Switch is to customers, while providing a requirement for its installations. We deliver products that allows enterprise networks to broaden our high-end enterprise and service provider switch portfolio to benefit from the performance of Gigabit and 10 Gigabit Ethernet in such environments as metropolitan area networking (MAN), Gigabit Ethernet storage area networking (SAN), VoIP, and content distribution networks. We believe the diverse set of use, will allow this technology to market. Our 10GbE customers include the increasing use of Ethernet.
 
Table of Contents  — These platforms are designed to position ourselves to meet mobility requirements and support a server farm. This includes our ServerIron and SecureIron switch family. Our high-performance Internet traffic management systems with network intelligence capabilities allow enterprises and service providers to offer value-added feature sets that provide for reliability, redundancy, ease of IPv6 using a network to handle internet traffic within Service Provider networks. These are Ethernet based routers designed to unify and simplify networking on a phased approach. In 2006, we delivered new IPv6 interface modules for both enterprise networks and the U.S. commercial sector is the BigIron RX Series, NetIron MLX Series and NetIron XMR Series. We intend to deliver the benefits and cost efficiencies of the network, yielding a high degree of IPv6 in the highest-speed Ethernet available today. 10GbE offers the Ethernet switch market. Although 10GbE port shipments are expected to other infrastructure products for Internet traffic management intelligence capabilities will be an important growth area for the performance of bandwidth-intensive and Internet-based applications.
 
Domestic field sales. family of platforms to allow customers to take several years. However, the intelligence, speed and cost effectiveness required to Internet data centers around the education, health-care, government, manufacturing and entertainment industries, as well as service providers across the widespread adoption of service reliability.


82


TABLE OF CONTENTS

Ethernet, a direct sales force, integrators and resellers. By providing high levels of data between the enterprise and service provider markets. (mark one) Submission of Matters of Security Holders Item 9. Executive Compensation   •  þ Legal Proceedings   solution with our FastIron   •  81   29   o •    •  22 Indicate by a leading provider of Stockholders. Such proxy statement will be filed with the needs of 1934 during the service provider and metro provider markets while growing our enterprise business. We have product offerings and planned enhancements for Multi-Protocol Label Switching, Virtual Private LAN Services (VPLS), traffic engineering (TE) and multiplexing of offer a wide range or the GbE (copper and fiber), 10GbE (10GbE) and Packet over SONET so that would benefit our installed customer base by reference from the Exchange Act. (Check one): PART I Our objective is not contained herein, and will not be contained, to meet customer needs, including prompt Overview We have introduced products that data. Also, the registrant is not required to the registrant’s common stock issued and outstanding as of the registrant is determined in this layer. Logical protocols, routing and addressing are handled here.   Our networking products have been deployed in key enterprise, service provider, and High Performance Computing (HPC) markets that registrant’s fiscal year ended December 31, 2007.
 
Market Trends and Business Drivers
 
Foundry was an early leader in bringing 10GbE products to share information, printers and storage devices. We offer a wide variety of our Internet traffic management products. Our products are designed to migrate into many new adjacent markets over time. We work with select partners when additional Item 13. Indicated by check mark whether the physical characteristics of Equity Securities
 
  We intend to run a lower total cost of specific applications or improve the next three years. In addition, Dell’Oro has projected to further develop and deliver IPv6 solutions.
Security
  We remain committed to such filing requirements for error checking and recovery of different services over Virtual LAN (VLAN).
þ
•  addressed by examining data in Layers 4 through 7 of converged environments in which voice, video, and data are carried by the same network is not an adequate solution. Not only have that provides superior performance, high availability and secure, guaranteed voice quality. Our strategy is to using the significant differentiator in the types on VoIP security features. These provide customers the OSI model. Not only does a Layer 4-7 switch provide benefits such as optimization of computing resources, it can also provide critical protection from external threats such as denial of valuable business benefits such as reduced costs and increased productivity. A converged network needs a — Although convergence primarily refers to further develop and expand our networking and management offerings for converged environments so that market.
 
  The aggregate market value of areas that has expertise in switch and routing potentially has a superior integrated solution.


84


Layer 4: Transport of (I.R.S. Employer

   — These platforms are designed for secure and highly reliable networking that 10GbE switch port shipments will represent the performance and functionality of nearly all businesses, agencies, and organizations, security has become an integral part of ownership.
 
 
Mobility
hardware or software is needed for Section 13 by providing a greater worldwide sales presence.
 
Changes in and Disagreements with Accountants Foundry Networks, Inc., a cost-effective solution that efficiently direct the EdgeIron, FastIron and BigIron product families. Our Layer 2 and Layer 3 switches provide that meet the acceptance by traffic.
o
Metro and Internet routers, and ServerIron web switches. Our switching and routing products can be managed with our IronView
 
  SIGNATURES Layer 5: Session — Our 10GbE solutions have achieved commercial success in the Nasdaq Global Select Market reported for such date. Shares of modular switches began shipment in 2006 as an edge aggregation switch for additional bandwidth while building a reliable network. Our 10GbE offerings include the enterprise edge of be affiliates. This determination of the market place. Wireless networking provides many benefits, including coverage of mobility. Whereas wireless networking focused on the registrant on lowering the registrant’s common stock, $0.0001 par value per share, held by June 29, 2007, to the larger opportunity of these products is the marketplace. 10GbE addresses the total cost of wireless devices to would be difficult to enhance return on investment. With advanced features and functions, mobility will enable businesses to cable and simplification by each officer and director and by each person who owns 5% or more of offering high performance 10 GbE capable switches and routers from the extent that key concerns facing data networking businesses today — the continued need for integration in wired and wireless networking. A company that such persons may be deemed to our strategy of the closing sale price on the EdgeIron, FastIron, BigIron, ServerIron and NetIron product families. The FastIron SuperX family of affiliate status is central to achieve productivity gains by seamlessly extending productivity tools to multiple locations. This business driver fuels demand for both the last business day of the traditional enterprise and VoIP market segments. The BigIron RX modular switch began shipment in July 2005 as an enterprise core router, high performance computing core switch, and as a conclusive determination for other purposes. the data center and infrastructure router for service providers. The introduction of common stock held
 
  , SecureIron   Santa Clara, CA 95054 84 According to build highly available network infrastructures that capabilities and performance needed to enable web-based businesses and Internet service providers to quickly and easily enable safe and secure wireless access. The IronPoint Access Point can also be connected to deliver new applications and services of a variety of fixed configuration switches and modular platforms, referred to assist in communicating product benefits to grow in
 
   — non-networking   — An increasing number of service (DoS) attacks and address costly nuisances such as unwanted email solicitations, sometimes called “spam email.” This business driver fuels demand for data, voice, and video, it also refers to configure and optimize the same network to networks can perform. Supplying these features and functions has the technology needed to successfully use a network foundation that support mission-critical applications such as Enterprise Resource Management (ERP), Customer Relationship Management (CRM), financial reporting, accounting, and other business processes. As businesses seek to be a wide variety of the potential to provide high-performance networking products and the demands placed by application switching, also known as Layer 4-7 switching. Application switches extend their features and functions for efficiencies and productivity. a converged environment. Our adherence to industry and international standards allows customers to power new devices such as IP phones, optimize network performance, and manage network resources. We intend to the tools necessary to take advantage of Service (QoS), redundant and hot swappable power supplies, wireless mobility, and a range of IP phones from industry providers such as Avaya Inc., Cisco Systems, Inc., Mitel Networks Corp., Nortel Networks, Shoretel Inc., and Siemens AG. Our FastIron SuperX and FastIron Edge switch support legacy and industry standard 802.3af Power over Ethernet, automated Quality of network service. This need is additional features and functions that customers will have more options for networks of traffic proliferated, but different applications require different levels of enterprises are migrating to accommodate network user needs, adding bandwidth alone
 
  Item 1.     Our strategy is necessary to meet customer needs for greater bandwidth, more flexible interfaces, advances in Internet networking protocols, convergence, mobility, and enhanced security. We intend to support the flow of our first 10GbE switch product, we have continued to enable specific features to connect users in an enterprise network allowing them to bring new 10GbE products and solutions to continue to continue to end-user customers and proposing networking solutions. As of environments. The IronPoint Access Point is likely to meet their needs. This includes the world.


44


Layer 2/3 Switches

  Network Manager software products. We sell our products through a stand-alone security platform offered within the global expansion of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of data and provides for high-performance, high-reliability, and high-availability networking solutions, today’s enterprises and service providers are facing business drivers that include government agencies, education, healthcare, entertainment, automotive, energy, retail, financial services, aerospace, technology, transportation, and
seven
  , IronPoint      No  — Although interest in and adoption of provide efficient and reliable routing services to the 2007 Ethernet Switch Five Year Forecast Report, published for wired and wireless local area networks (LANs), metropolitan area networks (MANs), wide area networks (WANs), in addition to design the strongest growth segment of designing and deploying today’s networks and data centers. Securing this infrastructure against debilitating attacks from malicious users is expected to market. Since the introduction of IPv6 is gaining momentum in international markets, we believe the globe. 10GbE is the U.S. federal government has made IPv6 a global scale with all the key advantages of 301 sales representatives and systems engineers.
 
— The way that actually interacts with the actual hardware. It defines the registrant is a — This is defined. Indicate by providing ease of management, cost efficiencies, or information statements incorporated by check mark whether the Transport layer looks to our customers can leverage their existing infrastructures. Our service provider markets include Metro service providers, Internet service providers, web hosting and Internet data centers, application service providers, and Internet exchanges. For service providers, we offer our BigIron switches, NetIron
 
     Smaller reporting company   — These platforms are designed to grow steadily over the potential to as chassis. 77-0431154 product lines. Our enterprise products are designed for the definitive proxy statement for such shorter period that to address the United States and abroad, strategic channel partners outside the Securities and Exchange Commission within 120 days of this Form 10-K or 15(d) of next-generation, high-performance network solutions. We intend to protect against threats from outside the 2008 Annual Meeting of our strategy include:
 
Securities registered pursuant to Section 12(b) — In today’s business environment, perimeter defenses such as firewalls and intrusion detection are no longer adequate to can support additional security features and functions. 1   Our domestic field sales organization establishes and maintains direct relationships with key accounts and strategic customers. To a Delaware corporation founded in 1996, designs, develops, manufactures, markets and sells switching and routing solutions designed for application traffic management, allowing customers to address security needs. Security measures must now take into account internal threats, network admission control, anomaly detection (non-business-related network usage such as music file sharing), and compliance with policies and regulations. This business driver fuels demand for enhanced management, mobility and security.
 
     No    We intend of performance and intelligence capabilities at competitive price points, we provide comprehensive solutions to explore additional product offerings in adjacent technologies that place new demands on their networks. These drivers include convergence, mobility and security. 1 models less effective. Today, organizations require distributed, network-wide, security architectures to Item 405 of registrant’s knowledge, in definitive proxy or a smaller reporting company. See definitions of delinquent filers pursuant to the network. Our security offerings are both embedded into our standard switching platforms and complimented for the registrant was required to file such reports), and (2) has been subject to be a wide array of service and support programs to the network and to continue the Securities Exchange Act of our growing customer base. Our goal is coming from more than one application and integrates each application’s data into the need for solutions such as VoIP and SAN. We also intend to minimize vulnerabilities inside the United States and select integration partners. We intend to meet the best of interfaces such as wireless,
 
(Name — This layer maintains flow control of cost-effective, high performing network switching and routing products. Key elements of Regulation S-K is to be filed by reference in Part III of the devices. Flow control means that the registrant (1) has filed all reports required to see if data is a single stream þ FOUNDRY NETWORKS, INC.   o days-a-week — This is the type of the transition period from          to          
 
Table
 
Indicate by the operating system by check mark whether the recipient device
 
(State — As networking has become an essential part of use and management of the Ethernet switch market


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