VIA EDGAR
May 20, 2011
Mr. Brian Cascio
Accounting Branch Chief
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3628
| Re: | Cavium Networks, Inc. |
Form 10-K for the Fiscal Year Ended December 31, 2010
Filed February 28, 2011
File No. 001-33435
Dear Mr. Cascio:
Cavium Networks, Inc. (“Cavium”) is responding to comments received from the staff (the “Staff”) of the Securities and Exchange Commission by letter dated May 19, 2011, with respect to Cavium’s Form 10-K listed above (the “Comments”). The numbering of the paragraphs below corresponds to the numbering of the Comments, which for the Staff’s convenience have been incorporated into this response letter.
Form 10-K for the fiscal year ended December 31, 2010
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 37
Critical Accounting Policies and Estimates, page 40
Accounting for Income Taxes, page 43
| 1. | In light of the significance of the benefit recognized in 2010, in future filings, please more specifically describe your rationale for releasing the valuation allowance for U.S. Federal income taxes, consistent with your response to prior comment 2. |
Response:
We confirm that, in future filings, we will more specifically describe our rationale for releasing the valuation allowance for U.S. Federal income taxes, consistent with our response to prior comment 2.
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Item 8. Financial Statements
Note 9. Income Taxes, page 85
| 2. | In future filings please disclose the approximate tax effect of each of the temporary differences and carry-forwards comprising deferred income tax assets and liabilities reported in the balance sheet. Refer to FASB ASC 740-10-50-6. |
Response:
We confirm that, in future filings, we will disclose the approximate tax effect of each of the temporary differences and carry-forwards comprising deferred income tax assets and liabilities reported in the balance sheet.
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Please do not hesitate to call me at (650) 623-7000, if you have any questions or would like any additional information regarding this matter.
Sincerely, | ||||
| Cavium Networks, Inc. | ||||
| By: | /s/ Vincent P. Pangrazio | |||
| Vincent P. Pangrazio | ||||
| SVP and General Counsel | ||||
| cc: | Arthur Chadwick, Chief Financial Officer |
Brett White, Cooley LLP
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