You should read the following discussion and analysis in conjunction with our unaudited consolidated financial statements and the related notes thereto contained in Part 1, Item 1 of this Report. The information contained in this Quarterly Report on Form 10-Q is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this Report and in our other reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2008.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains, and any documents incorporated herein by reference may contain, forward-looking statements that involve risks and uncertainties. When used in this document, the words, "intend", "anticipate", "believe", "estimate", "plan", "expect" and similar expressions as they relate to us are included to identify forward-looking statements. Our actual results could differ materially from the results discussed in the forward-looking statements as a result of risk factors including those set forth in this report and in our Annual Report on Form 10-K for the year ended December 31, 2008.

OVERVIEW

TranSwitch designs, develops and markets innovative semiconductor solutions that provide core functionality for voice, data and video communications network equipment. In 2009, TranSwitch has established two reportable business segments:
Telecom VLSI Products and Video and Multimedia Connectivity.

The Telecom VLSI Products segment designs, develops and supplies innovative highly-integrated semiconductor solutions that provide core functionality for communications network equipment which is supplied to the world-wide telecommunications industry. In this segment, TranSwitch offers a broad range of next-generation telecom products addressing both copper and fiber-based broadband access, optical transport, carrier Ethernet, and Voice-over-Internet Protocol (VoIP) applications.

The Video and Multimedia Connectivity segment delivers standards-based products and technologies that enable the transmission and reception of high-speed, high-definition content and data to third-party semiconductor companies, consumer electronics manufacturers, and OEMs worldwide. The standards that are supported today by these products include Fast Ethernet, Gigabit Ethernet, HDMI, and DisplayPort.

Our customers are the original equipment manufacturers ("OEMs") who supply wire-line and wireless network operators who provide voice, data and video services to end users such as consumers, corporations, municipalities, etc. We have over 200 active customers, including the leading global equipment providers, and our products are deployed in the networks of the major service providers around the world.

TranSwitch is a Delaware corporation incorporated on April 26, 1988. Our common stock trades on The NASDAQ Capital Market under the symbol "TXCC."

In addition to an extensive portfolio of standard integrated circuit products addressing voice, data, wireless and video markets, we supply intellectual property core products for Ethernet applications. In 2007, we expanded our offerings to include custom design services and intellectual property cores for high definition video (HDMI) applications. Our combination of standard products, intellectual property cores and custom design services enables us to serve our customers' needs more fully.

Our products and services are compliant with relevant communications network standards. We offer several products that combine multi-protocol capabilities on a single chip, enabling our customers to develop network equipment for triple play (voice, data and video) applications. A key attribute of our products is their inherent flexibility. Many of our products incorporate embedded programmable micro-processors, enabling us to rapidly accommodate new customer requirements or evolving network standards by modifying the functionality of the device via software instructions.

We bring value to our customers through our communications systems expertise, very large scale integration ("VLSI") design skills and commitment to excellence in customer support. Our emphasis on technical innovation results in defining and developing products that permit our customers to achieve faster time-to-market and to develop communications systems that offer a host of benefits such as greater functionality, improved performance, lower power dissipation, reduced system size and cost, and greater reliability for their customers.

We provide our products and services to customers in the following markets:

Optical Transport: This market includes equipment that transports information over optical networks based on the established SONET and SDH standards as well as the emerging networks that utilize the more recently introduced standards for Ethernet over SONET ("EoS") and SDH. Our products are incorporated in Optical Transport equipment, and enable the fiber optic network to transport information with improved efficiency, thus increasing the overall network capacity. Our customers in this market segment include Fujitsu, Alcatel-Lucent, ZTE, Tejas Networks, Cisco Systems and Ericsson.

Broadband Access: This market includes equipment that provides "last mile" connectivity between the end customer and the network for broadband services. It includes systems for connectivity over copper wires based on DSL, technology, fiber connectivity using Passive Optical Network (PON) technology or wireless connectivity using cellular, WiMAX or other technologies. Our products are incorporated into Broadband Access equipment, enabling telecommunications service providers to deliver next generation services such as voice, data and video over the broadband connection. FTTP technologies provide higher speeds than DSL for network access for both residential and business end users. FTTP offers speeds of service up to 1 Gigabit per second, or Gbps, without the limitations of distance or the symmetry/asymmetry profiles typical in DSL. In addition, FTTP also has the potential to virtually eliminate the cost of an entire class of equipment in the provider's network: the outside plant electronics. This optical broadband infrastructure enables FTTP service providers to offer a wider range of next generation bundled services to potentially enhance their revenue streams. Our FTTP product offerings address PON technology and we offer specific products that comply with the two dominant variants of this technology namely Ethernet-based PON (EPON) which has been adopted extensively in Japan and to a lesser extent in other Asian countries, and Gigabit PON (GPON) which is currently being deployed primarily in North America and is expected to be deployed in several other regions worldwide. Each of our FTTP products consists of one or two semiconductor devices either working independently or jointly - a mixed-signal device known as a protocol chipset and an analog device known as a transceiver. The mixed-signal chip translates signals between analog and digital formats, and our analog chip incorporates innovative technologies to bring photonic signals into the protocol device. Our customers in this market segment include Alcatel-Lucent, Oki Electronics, Sumitomo, Nokia Siemens Networks and other ASIC Design Center customers.

Carrier Ethernet and Voice-over-IP: Data and video services are the main drivers for future network infrastructure investments, and Carrier Ethernet is the industry's accepted standard technology for next-generation networks. This market segment includes a variety of equipment including carrier grade Ethernet routers and switches. Our products, used in such equipment, enable carriers to provide robust and differentiated services using Ethernet technology in their wide-area networks. Within this new infrastructure, voice data is also carried over Ethernet, and TranSwitch VoIP products are market leading for use in carrier-class and enterprise-class media gateways and access gateways and for use in residential gateway markets. Currently, most telephony service providers maintain two separate networks - one for legacy voice traffic and a second for data traffic. VoIP technology compresses voice signals into discrete packets of data, thereby enabling the voice signals to be transmitted over lower-cost networks originally designed for data-only transmission. VoIP technology is used in numerous new types of communications equipment, such as next generation carrier-and-enterprise-class gateways, soft switches, digital loop carriers, IP DSL access multiplexers, media terminal adapters, and home gateways for use by consumers and small businesses. These VoIP technology-based devices enable more efficient and cost-effective voice transmissions than their legacy circuit-switched equipment counterparts. In addition to significant cost savings, VoIP also enables advanced services that traditional telephony could not support. VoIP technology enables and enhances features such as unified messaging and managed services that provide additional value to consumers and businesses and allow service providers to enhance revenue opportunities. Our customers in this market segment include ZTE, Alcatel-Lucent and Tellabs.

Non-Telecommunications: This market includes licensing functional blocks for the transmission and reception video data through our high-speed video interconnects (both HDMI and DisplayPort). We expect this business to grow in 2009 and beyond as we expand our product offering in this area. Additionally, for the past several years we have been licensing our Ethernet interconnect technology both to enable Fast Ethernet and Gigabit Ethernet. In addition to technology licensing, our design services unit leverages our integrated circuits (IC) design expertise, internal processes, tools and foundry relationships to develop and supply IC products to customers in a variety of industries besides telecommunications. Our customers in this market segment currently include various integrated circuit manufacturers and certain defense contractors.

We have sold our VLSI devices to more than 400 customers worldwide since shipping our first product in 1990. Our products are sold through a worldwide direct sales force and a worldwide network of independent distributors and sales representatives.

Available Information

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports are made available free of charge through the Investor Relations section of our Internet website (http://www.transwitch.com) as soon as practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission. Material contained on our website is not incorporated by reference in this report. Our executive offices are located at Three Enterprise Drive, Shelton, CT 06484.

CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES

Our unaudited interim condensed consolidated financial statements and related disclosures, which are prepared to conform with accounting principles generally accepted in the United States of America (U.S. GAAP), require us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses during the period reported. We are also required to disclose amounts of contingent assets and liabilities at the date of the consolidated financial statements. Our actual results in future periods could differ from those estimates and assumptions. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary.

During the quarter ended March 31, 2009, there were no significant changes to the critical accounting policies we disclosed in Management's Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K for the year ended December 31, 2008.

RESULTS OF OPERATIONS

The results of operations that follow should be read in conjunction with our
critical accounting policies and use of estimates summarized above as well as
our accompanying unaudited interim condensed consolidated financial statements
and notes thereto contained in Item 1 of this report. The following table sets
forth certain unaudited interim condensed consolidated statements of operations
data as a percentage of net revenues for the periods indicated.

                                                               Three Months Ended
                                                                    March 31,
                                                               2009           2008
 Net revenues:
 Product revenues                                                  90 %           92 %
 Service revenues                                                  10 %            8 %
 Total net revenues                                               100 %          100 %
 Cost of revenues:
 Product cost of revenues                                          36 %           33 %
 Provision for excess and obsolete inventories                      1 %            0 %
 Service cost of revenues                                           4 %            6 %
 Total cost of revenues                                            41 %           39 %
 Gross profit                                                      59 %           61 %
 Operating expenses:
 Research and development                                          40 %           74 %
 Marketing and sales                                               20 %           28 %
 General and administrative                                        15 %           21 %
 Restructuring and asset impairment (credits) charges, net        (43 )%           3 %
 Total operating expenses                                          32 %          126 %
 Operating income(loss)                                            27 %         ( 65 )%

Net Revenues

We have four product line categories: 1) Optical Transport; 2) Broadband Access;
3) Carrier Ethernet and VoIP and 4) Non-Telecommunications. The Optical Transport product line is incorporated into OEM systems that improve the efficiency of fiber optic networks and in the process increase the overall network capacity. The Broadband Access product line is incorporated into OEM systems that allow telecommunications service providers to transition their legacy voice networks to support next generation services such as voice, data and video. The Carrier Ethernet product line allows carriers to provide robust and differentiated services using Ethernet technology in their wide-area networks. VoIP products are used in carrier-class and enterprise-class media gateways and access gateways and for use in residential gateway markets. The Non-Telecommunications product line consists of non-telecommunications ASIC products. The following tables summarize our net product revenue mix by product line:

                                                 Three Months Ended                   Three Months Ended
(Tabular dollars in thousands)                     March 31, 2009                       March 31, 2008
                                                                                                                      Percentage
                                                              Percent of                           Percent of           Increase
                                                                 Total                                Total          (Decrease) in
                                             Revenues          Revenues          Revenues           Revenues           Revenues
Optical Transport                          $      4,323                 30 %   $      4,234                  56 %                 2 %
Broadband Access                                  5,501                 39 %          1,552                  21 %               254 %
Carrier Ethernet                                  2,688                 19 %            762                  10 %               253 %
Non-Telecommunications                              315                  2 %            346                   5 %                (9 )%
        Sub-total product revenues               12,827                 90 %          6,894                  92 %                86 %
Service revenues                                  1,420                 10 %            626                   8 %               127 %
Total                                      $     14,247                100 %   $      7,520                 100 %                89 %

Net revenues, including product and service revenues, were $14.2 million for the three months ended March 31, 2009. The revenues for the three months ended March 31, 2009 were up approximately 89% as compared to the first quarter of 2008, which is principally due to the acquisition of Centillium. For the first quarter of 2009 versus the comparable period of 2008, revenue from our Broadband Access products increased approximately $3.9 million, which is primarily from increased revenues from our Atlanta and Mustang products. Sales of our Optical Transport products, which includes our EtherMap family of products, were flat for the three months ended March 31, 2009 as compared to the three months ended March 31, 2008. Sales of our Carrier Ethernet products increased in the first quarter of 2009 as compared to the first quarter of 2008 by approximately $1.9 million as a result of sales of our Entropia products which we acquired from Centillium.

Service revenues (approximately $1.4 million and $0.6 million for the three months ended March 31, 2009 and 2008, respectively) consist of design and support services performed for third parties on a contract basis and HDMI and technology licenses.

International net revenues represented approximately 70% of net revenues for the three months ended March 31, 2009 as compared to 85% for the three months ended March 31, 2008.

Gross Profit

Total gross profit for the three months ended March 31, 2009 increased by approximately $3.7 million or 80% from the comparable period of the prior year. The increase in gross profit was the result of increased revenues from our newly acquired Centillium products. The total gross profit as a percentage of revenue was 58% and 61% for the three months ended March 31, 2009 and 2008, respectively.

During the three months ended March 31, 2009 and 2008, gross profit was affected favorably in the amount of $0.3 million and $0.2 million, respectively, from the sales of products that had previously been written down. Also during the three months ended March 31, 2009 and 2008, we recorded provisions for excess and obsolete inventories in the amount of $0.2 million and zero, respectively. These charges had a negative impact on our gross profit.

We anticipate that gross profit will continue to be impacted by fluctuations in the volume and mix of our product shipments as well as material costs, yield and the fixed cost absorption of our product operations.

Research and Development

Research and development expenses consist primarily of salaries and related costs of employees engaged in research, design and development activities, costs related to electronic design automation tools, subcontracting and fabrication costs, depreciation and amortization, and facilities expenses. During the quarter ended March 31, 2009, research and development expenses increased $0.1 million, or 2% over the comparable period of 2008. This increase was a result of increased expenses due to the acquisition of Centillium partially offset by decreased depreciation and amortization and decreases in salaries and employee related costs as a result of workforce reductions and other cost cutting measures that were implemented in 2008.

We will continue to closely monitor both our costs and our revenue expectations in future periods. We will continue to concentrate our spending in this area to meet our customer requirements and respond to market conditions.

Marketing and Sales

Marketing and sales expenses consist primarily of personnel-related expenses, trade show expenses, travel expenses and facilities expenses. Marketing and sales expenses for the three months ended March 31, 2009 increased by $0.7 million or 32% as compared to the three months ended March 31, 2008. This increase was a result of increased expenses due to the acquisition of Centillium partially offset by lower salaries and employee related expenses as a result of workforce reductions that were implemented in 2008.

General and administrative expenses consist primarily of personnel-related expenses, professional and legal fees, and facilities expenses. General and administrative expenses for the three months ended March 31, 2009 increased by $0.6 million as compared to the comparable period in 2008. This increase was a result of increased expenses due to the acquisition of Centillium.

Restructuring and Asset Impairment Charges, net

During the three months ended March 31, 2009, we recorded a net restructuring credit of approximately $6.2 million. During the three months ended March 31, 2008, restructuring charges were approximately $0.2 million.

The net credit of approximately $6.2 million for the three month period ended March 31, 2009 includes the reversal of previously accrued restructuring charges as the result of a sublease agreement we entered into in March 2009 for unused space in our Shelton, Connecticut location.

During the three months ended March 31, 2008, we recorded restructuring charges of approximately $0.2 million. These charges include approximately $0.3 million related to workforce reductions partially offset by approximately $0.1 million related to adjustments to certain sub-lease agreements relating to our excess facilities.

Interest Expense, net

Interest expense, net was $0.2 million in the first quarter of 2009 and 2008. Interest income decreased as a result of lower market yields due to decreased interest rates and lower cash and investment balances. At March 31, 2009 and 2008, the effective interest rate on our interest-bearing securities was approximately 1.3% and 3.1%, respectively. Interest expense decreased due to lower debt balances resulting from the extinguishment of $15.0 million of our 5.45% Convertible Notes due September 30, 2010 (the "2010 Notes") during the fourth quarter of 2008.

Income Tax Expense

For the three months ended March 31, 2009 and 2008, income tax expense was $0.2 million and $0.2 million, respectively. The amounts that were recorded reflect income taxes on the earnings of certain of our foreign subsidiaries.

During the three months ended March 31, 2009 and 2008, we evaluated our deferred income tax assets as to whether it is "more likely than not" that the deferred income tax assets will be realized. In our evaluation of the realizability of deferred income tax assets, we consider projections of future taxable income, the reversal of temporary differences and tax planning strategies. We have evaluated and determined that it is not "more likely than not" that all of the deferred income tax assets will be realized. Accordingly, a valuation allowance was recorded for all of our domestic net deferred income tax assets. In future periods, we will not recognize a deferred tax benefit and will maintain a deferred tax valuation allowance until we achieve sustained U.S. taxable income. Additionally, in the future, we expect our current income tax expense to be related to taxable income generated by our foreign subsidiaries.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2009 and December 31, 2008, we had total cash, cash equivalents, restricted cash and investments in marketable securities of approximately $11.1 million and $15.3 million, respectively. This is our primary source of liquidity, as we are not currently generating positive cash flow from our operations. A summary of our cash, cash equivalents, restricted cash and investments in marketable securities and future commitments are detailed as follows:

Cash, Cash Equivalents, Restricted Cash and Short-term Investments in Marketable Securities

As of March 31, 2009, we had cash, cash equivalents, restricted cash and short-term investments of approximately $11.1 million. Our primary source of liquidity is cash, cash equivalents and short term investments.

We believe that we have reduced our anticipated operating expenses to the point where we can break-even, excluding stock compensation costs, at the rate of sales that we achieved in the fourth quarter of 2008. Also, we intend to continue to assess our cost structure in relationship to our revenue levels and to make appropriate adjustments to expense levels as required. None-the-less, we believe that our existing cash and cash equivalents and short-term investments will be sufficient to fund operating activities and capital expenditures, and provide adequate working capital through at least the next twelve months.

If our existing resources and cash generated from operations are insufficient to satisfy liquidity requirements, we may seek to raise additional funds through public or private debt or equity financings. The sale of equity or debt securities could result in additional dilution to our stockholders, could require us to pledge our intellectual property or other assets to secure the financing, or could impose restrictive covenants on us. We cannot be certain that additional financing will be available in amounts or on terms acceptable to us, or at all. If we are unable to obtain this additional financing, we may be required to reduce the scope of our planned product development and sales and marketing efforts, which could harm our business, financial condition and operating results, and/or cause us to sell assets or otherwise restructure our business to remain viable.

A summary of the net change in total cash and investments follows:

(in thousands)                  March 31,        December 31,                        March 31,        December 31,
                                   2009              2008            Change             2008              2007            Change
Cash and cash equivalents      $      4,274     $        7,462     $   ( 3,188 )    $     26,512     $       33,862     $   ( 7,350 )
Restricted cash                       4,852              4,852               -               236                236               -
Short term investments                1,959              2,970          (1,011 )           4,031                  -           4,031
Total cash and investments     $     11,085     $       15,284     $   ( 4,199 )    $     30,779     $       34,098     $   ( 3,319 )

Effect of Exchange Rates and Inflation: Exchange rates and inflation have not had a significant impact on our operations or cash flows.

Commitments and Significant Contractual Obligations

There have been no material changes to our contractual obligations reported in our Annual Report on Form 10-K for the year ended December 31, 2008 as filed with the Securities and Exchange Commission on March 13, 2009. Additional comments related to our contractual obligations are presented below.

We have existing commitments to make future interest payments on our 2010 Notes and to redeem these notes in September 2010. Over the remaining life of the 2010 . . .