8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 22, 2009

NETGEAR, INC.

(Exact name of Registrant as specified in its charter)

Delaware	000-50350	77-0419172
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

350 East Plumeria Drive

San Jose, CA 95134

(Address, including zip code, of principal executive offices)

(408) 907-8000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On July 22, 2009, NETGEAR, Inc. (the “Company”) issued a press release announcing its financial results for its second fiscal quarter ended June 28, 2009, the text of which is furnished herewith as Exhibit 99.1.

The information furnished pursuant to this Item 2.02 and the exhibit to this Current Report are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section. The information furnished pursuant to this Item 2.02 and the exhibit to this Current Report shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On July 22, 2009, the Audit Committee of the Company’s Board of Directors, after consultation with and upon recommendation from management of the Company, concluded that disclosure should be made and action should be taken to prevent future reliance on the Company’s previously issued unaudited financial statements for the quarter ended March 29, 2009 included in its Quarterly Report on Form 10-Q for the quarter ended March 29, 2009, filed with the Securities and Exchange Commission on May 7, 2009. The Company will restate its financial statements for the quarterly period ended March 29, 2009 due to an error related to the application of FASB Interpretation No. 18, Accounting for Income Taxes in Interim Periods (FIN 18).

The restatement relates solely to the correction of the recorded tax expense for the first quarter ended March 29, 2009. In the Company’s previously filed financial statements for the first quarter ended March 29, 2009, the Company incorrectly included a particular foreign entity in calculating the Company’s estimated annualized tax provision. This foreign entity should not have been included in the calculation because the anticipated losses in that entity will not give rise to tax benefits. Based on current projections, the Company does not expect that the Company’s overall annual estimated tax provision will be affected for the entire year, just allocated differently among the four quarters. As a result of this error, instead of reporting a tax benefit of $460,000 the Company should have recorded income tax expense of $3.4 million for the quarter ended March 29, 2009. Consequently, this would result in a net loss computed in accordance with GAAP of $3.8 million, or $0.11 per share, for the quarter ended March 29, 2009, as compared to net income of $42,000, or $0.00 per share, as previously reported for such quarter. Certain other adjustments related to income taxes would also be effected in the Company’s balance sheet, as summarized below.

The following is a summary of the effects of the adjustments on the Company’s Unaudited Condensed Consolidated Balance Sheet, Unaudited Condensed Consolidated Statement of Operations and Unaudited Condensed Consolidated Statement of Cash Flows as of and for the quarterly period ending March 29, 2009:

Unaudited Condensed Consolidated Balance Sheet

	Three Months Ended March 29, 2009
	As Previously Reported			Adjustments			As Restated
	(In thousands)
Deferred income taxes	$	13,222		$	(378	)	$	12,844
Prepaid expenses and other current assets	$	20,615		$	(2,944	)	$	17,671
Total current assets	$	454,142		$	(3,322	)	$	450,820
Other non-current assets	$	2,039		$	89		$	2,128
Total assets	$	548,290		$	(3,233	)	$	545,057
Non-current income taxes payable	$	12,382		$	579		$	12,961
Total liabilities	$	154,420		$	579		$	154,999
Retained earnings	$	124,642		$	(3,812	)	$	120,830
Total stockholders’ equity	$	393,870		$	(3,812	)	$	390,058
Total liabilities and stockholders’ equity	$	548,290		$	(3,233	)	$	545,057
Unaudited Condensed Consolidated Statement of Operations
	Three Months Ended March 29, 2009
	As Previously Reported			Adjustments			As Restated
	(In thousands)
Provision for (benefit from) income taxes	$	(460	)	$	3,812		$	3,352
Net income (loss)	$	42		$	(3,812	)	$	(3,770	)
Net income (loss) per share:
Basic	$	0.00		$	(0.11	)	$	(0.11	)
Diluted	$	0.00		$	(0.11	)	$	(0.11	)
Unaudited Condensed Consolidated Statement of Cash Flows
	Three Months Ended March 29, 2009
	As Previously Reported			Adjustments			As Restated
	(In thousands)
Net income (loss)	$	42		$	(3,812	)	$	(3,770	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Deferred income taxes	$	(201	)	$	289		$	88
Prepaid expenses and other assets	$	1,992		$	2,944		$	4,936
Income taxes payable	$	25		$	579		$	604
Net cash used in operating activities	$	(2,811	)	$	—		$	(2,811	)

The Company, including the Audit Committee of the Board of Directors, has discussed the foregoing matters with the Company’s independent registered public accounting firm. The Board of Directors has authorized and directed that the officers of the Company take the actions necessary and appropriate to have the Quarterly Report on Form 10-Q for the quarter ended March 29, 2009 restated and the appropriate filings made with the Securities and Exchange Commission as soon as practicable.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release, dated July 22, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NETGEAR, INC.
Dated: July 22, 2009	By:	/s/ Andrew W. Kim
		Andrew W. Kim
		Vice President, Legal and Corporate Development

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated July 22, 2009

EX-99.1

Exhibit 99.1

NETGEAR^® REPORTS SECOND QUARTER 2009 RESULTS

Highlights:

• Net revenue of $144.7 million, compared to $204.5 million in the comparable prior year quarter

• Non-GAAP net loss of $522,000, compared to net income of $14.5 million in the comparable prior year quarter

• Non-GAAP diluted loss per share of $0.02, compared to diluted earnings per share of $0.41 in the comparable prior year quarter

• Third quarter 2009 net revenue guidance in the range of $150 million to $160 million, with non-GAAP operating margin guidance in the range of 5% to 7%

• While there is no impact on the estimated annual tax provision based on the current projections, the Company is restating its Q1 2009 financials due to misapplication of FASB Interpretation No. 18 on interim quarter tax provisions

SAN JOSE, California – July 22, 2009 – NETGEAR, Inc. (NASDAQGM: NTGR), a worldwide provider of technologically innovative, branded networking products, today reported financial results for the second quarter ended June 28, 2009.

Net revenue for the second quarter ended June 28, 2009 was $144.7 million, compared to $204.5 million for the second quarter ended June 29, 2008, and $152.0 million in the first quarter ended March 29, 2009. Net loss, computed in accordance with GAAP, for the second quarter of 2009 was $3.3 million, or $0.10 per diluted share. This compared to net income of $11.1 million for the second quarter of 2008 and net loss of $3.8 million in the first quarter of 2009. Diluted loss per share, computed in accordance with GAAP, was $0.11 for the first quarter of 2009 and diluted earnings per share, computed in accordance with GAAP, was $0.31 for the second quarter of 2008.

Gross margin on a non-GAAP basis in the second quarter of 2009 was 29.6%, compared to 33.2% in the second quarter of 2008, and 29.2% in the first quarter of 2009. Non-GAAP operating margin was 3.7% in the second quarter of 2009, compared to 11.5% in the second quarter of 2008, and 3.7% in the first quarter of 2009. Non-GAAP net loss was $0.02 per diluted share in the second quarter of 2009, compared to non-GAAP net income of $0.41 per diluted share in the second quarter of 2008, and non-GAAP net income of $0.04 per diluted share in the first quarter of 2009.

The differences between GAAP and non-GAAP financial measures include adjustments, net of any tax effect, for amortization of purchased intangibles, stock-based compensation, restructuring, acquisition related compensation, and litigation reserves. The accompanying schedules provide a reconciliation of financial measures computed on a GAAP basis to financial measures computed on a non-GAAP basis.

Patrick Lo, Chairman and Chief Executive Officer of NETGEAR, commented, “Due to normal seasonality, the second quarter is generally the slowest quarter of our fiscal year. Given this, we are pleased to achieve net revenue of $144.7 million, especially in light of the worldwide macroeconomic downturn, while at the same time reducing our “on-hand” and our distribution channels’ inventory levels. Our net revenue from service providers was approximately 30% of total net revenue, as compared to 27% in the second quarter of 2008, and 27% in the first quarter of 2009. In addition, we are excited to have added Megacable of Mexico to our service provider customer list in the second quarter of 2009.”

“We are keeping pace with our expectations in new product introductions and announced 12 new products in the second quarter. Among the notable launches, we introduced Stackable Power over Ethernet Smart Switches, High Performance Rackmount ReadyNAS network storage, Home Theater Powerline / Ethernet Connection Kit, and

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wireless router and DSL gateways for the Asian and African markets. We continue to focus on product development and will continue to launch new products. We intend to introduce another 12-15 new products in the third quarter in order to distance NETGEAR from our competition in technology and product leadership.”

Christine Gorjanc, Chief Financial Officer of NETGEAR, said, “We ended the second quarter of 2009 with $224.5 million in cash, cash equivalents and short-term investments, compared to $200.3 million at the end of the first quarter of 2009, and $186.8 million at the end of the second quarter of 2008. Our net inventory ended at $75.0 million, compared to $92.0 million at the end of the first quarter of 2009 and $106.4 million at the end of the second quarter of 2008. We are also pleased to announce that our current year-to-date operating expense cost reductions is approximately $6.6 million, as compared to our total 2009 operating expense cost reduction target of $10.0 million, which was based on our annualized fourth quarter 2008 run rate.”

Net revenue by geography comprises gross revenue less items such as marketing incentives paid to customers, sales returns and price protection. The following table shows net revenue by geography for the periods indicated:

Net revenue by geography:

	Three months ended
	June 28, 2009				March 29, 2009				June 29, 2008
North America	$	69,438	48	%	$	65,219	43	%	$	75,900	37	%
Europe, Middle-East and Africa		54,249	37	%		74,166	49	%		97,582	48	%
Asia Pacific		20,987	15	%		12,633	8	%		30,982	15	%
	$	144,674	100	%	$	152,018	100	%	$	204,464	100	%

NETGEAR also announced today that the Company will restate its financial statements for the first quarter ended March 29, 2009, due to a misapplication of FASB Interpretation No. 18, Accounting for Income Taxes in Interim Periods (FIN 18). As a result, the Audit Committee of the Board of Directors today has concluded that investors should no longer rely on the Company’s previously filed financial statements for the quarter ended March 29, 2009.

The restatement relates solely to the correction of the recorded tax expense for the first quarter ended March 29, 2009. In its previously filed financial statements for the first quarter ended March 29, 2009, the Company incorrectly included a particular foreign entity with anticipated losses in calculating the Company’s estimated annualized tax provision instead of calculating tax for that entity independently in accordance with FIN 18. As a result, based on the Company’s preliminary analysis, the Company believes that it overstated the previously recorded tax benefit in the quarter ended March 29, 2009, by $3.8 million. Based on current projections, the Company does not expect its overall annual estimated tax provision to be affected for the full year. The tax provision will, however, be allocated differently among the four quarters. Consequently, for the quarter ended March 29, 2009, the Company expects net income and earnings per share computed in accordance with GAAP to be negatively impacted by $3.8 million and $0.11 per share, respectively, and non-GAAP net income and earnings per share to decrease by $431,000 and $0.01 per share, respectively.

The Company will correct this misapplication by filing an amendment to its Quarterly Report on Form 10-Q with the Securities and Exchange Commission. We anticipate this amendment will be filed no later than July 30, 2009.

Mr. Lo said “While we are disappointed to announce the restatement of our Q1 2009 financials, we would like to emphasize that this has no effect on our estimated annual 2009 tax provision based on current projections. FIN 18 requires us to allocate our overall annual tax expense among the four quarters of our fiscal year differently than how we allocated it in our previously filed Q1 2009 financials.”

Looking ahead, Mr. Lo commented, “With inventory at healthy levels and currency exchange rates becoming more favorable, we expect improvement in both gross and operating margin in the third quarter of 2009. During the second half of 2009, we anticipate that sales into the channel will be roughly equivalent to sales out to end customers. In the third quarter 2009, we will introduce our full line of ProSecure security appliances and 12-Bay Super Performance Rackmount ReadyNAS network storage. Also, we anticipate that we will add several new service provider customers in the third quarter 2009. Finally, we believe we can continue to grow and gain market share in the U.S., Asia Pacific and other emerging markets. Specifically, for the third quarter 2009, we expect net revenue in the range of approximately $150 million to $160 million and non-GAAP operating margin to be in the range of 5% to 7%.”

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Investor Conference Call / Webcast Details

NETGEAR will review the second quarter 2009 results and discuss management’s expectations for the third quarter of 2009 today, Wednesday, July 22, 2009 at 5 p.m. EDT (2 p.m. PDT). The dial-in number for the live audio call is (201) 689-8560. A live webcast of the conference call will be available on NETGEAR’s website at www.netgear.com. A replay of the call will be available 2 hours following the call through midnight EDT (9 p.m. PDT) on Wednesday, July 29, 2009 by telephone at (201) 612-7415 and via the web at www.netgear.com. The account number to access the phone replay is 3055 and the conference ID number is 327526.

About NETGEAR, Inc.

NETGEAR (NASDAQGM: NTGR) designs innovative, branded technology solutions that address the specific networking, storage, and security needs of small- to medium-sized businesses and home users. The company offers an end-to-end networking product portfolio to enable users to share Internet access, peripherals, files, multimedia content, and applications among multiple computers and other Internet-enabled devices. Products are built on a variety of proven technologies such as wireless, Ethernet and powerline, with a focus on reliability and ease-of-use. NETGEAR products are sold in over 29,000 retail locations around the globe, and via more than 41,000 value-added resellers. The company’s headquarters are in San Jose, Calif., with additional offices in 25 countries. NETGEAR is an ENERGY STAR^® partner. More information is available by visiting www.netgear.com or calling (408) 907-8000.

^© 2009 NETGEAR, Inc. NETGEAR, the NETGEAR logo, ProSecure and ReadyNAS are trademarks or registered trademarks of NETGEAR, Inc. in the United States and/or other countries. The information contained herein is subject to change without notice. NETGEAR shall not be liable for technical or editorial errors or omissions contained herein. All rights reserved.

Contact:

Joseph Villalta

The Ruth Group

(646) 536-7003

jvillalta@theruthgroup.com

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 for NETGEAR, Inc.:

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. The words “anticipate”, “expect”, “believe”, “will”, “may”, “should”, “estimate”, “project”, “outlook”, “forecast” or other similar words are used to identify such forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. The forward-looking statements represent NETGEAR, Inc.’s expectations or beliefs concerning future events based on information available at the time such statements were made and include statements, among others, regarding NETGEAR’s expected revenue, earnings, gross and operating margin and operating income on both a GAAP and non-GAAP basis, the effect of the global economic environment on the company’s business, our ability to continue implementing cost cutting measures to counteract the effects of the current economic environment, the long term future of NETGEAR’s business, our ability to innovate new product offerings and continue product development efforts, current and future demand for the Company’s existing and anticipated new products, our ability to continue channel inventory sales, our ability to increase distribution and market share for the Company’s products domestically and worldwide and our filing of an amendment to our Form 10-Q for the quarter ended March 29, 2009 and the restated financial information therein. These statements are based on management’s current expectations and are subject to certain risks and uncertainties, including, without limitation, the following: future demand for the Company’s products may be lower than anticipated; consumers may choose not to adopt the Company’s new product offerings or adopt competing products; product performance may be adversely affected by real world operating conditions; the Company may be unsuccessful or experience delays in manufacturing and distributing its new and existing products; telecommunications service providers may choose to slow their deployment of the Company’s products or utilize competing products; the Company may be unable to collect receivables as they become due; the Company may fail to manage costs, including the cost of developing new products and manufacturing and distribution of its existing offerings; the Company may fail to successfully continue to effect operating expense savings, channel inventory information reported is estimated based on the average number of weeks of inventory on hand on the last Saturday of the quarter, as reported by certain of NETGEAR’s customers; changes in the level of NETGEAR’s cash resources and the company’s planned usage of such resources, changes in the company’s stock price and developments in the business that could increase the company’s cash needs,

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fluctuations in foreign exchange rates, and the actions and financial health of our customers. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. Further information on potential risk factors that could affect NETGEAR and its business are detailed in the Company’s periodic filings with the Securities and Exchange Commission, including, but not limited to, those risks and uncertainties listed in the section entitled “Part II—Item 1A. Risk Factors,” pages 29 through 43, in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2009, filed with the Securities and Exchange Commission on May 7, 2009. NETGEAR undertakes no obligation to release publicly any revisions to any forward-looking statements contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Use of Non-GAAP Financial Information:

To supplement our consolidated financial statements presented on a GAAP basis, NETGEAR uses non-GAAP financial measures, which are adjusted to exclude certain expenses and tax benefits, where applicable, we believe appropriate to enhance an overall understanding of our past financial performance and also our prospects for the future. These adjustments to our current period GAAP results are made with the intent of providing both management and investors a more complete understanding of NETGEAR’s underlying operational results and trends and our marketplace performance. For example, the non-GAAP results are an indication of our baseline performance before charges that are considered by management to be outside of our core operating results. In addition, these adjusted non-GAAP results are among the primary indicators management uses as a basis for our planning and forecasting of future periods. The presentation of this additional information is not meant to be considered in isolation or as a substitute for financial measures prepared in accordance with generally accepted accounting principles in the United States.

-Financial Tables Attached-

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NETGEAR, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	June 28, 2009		December 31, 2008
ASSETS
Current assets:
Cash and cash equivalents	$	224,496	$	192,839
Short-term investments		—		10,170
Accounts receivable, net		110,231		138,275
Inventories		75,039		112,240
Deferred income taxes		12,074		13,129
Prepaid expenses and other current assets		15,489		22,695
Total current assets		437,329		489,348
Property and equipment, net		17,486		20,292
Intangibles, net		10,804		13,311
Goodwill		61,439		61,400
Other non-current assets		4,767		1,858
Total assets	$	531,825	$	586,209
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	25,986	$	60,073
Accrued employee compensation		8,108		7,177
Other accrued liabilities		72,857		87,747
Deferred revenue		15,267		21,508
Total current liabilities		122,218		176,505
Non-current income taxes payable		13,741		12,357
Other non-current liabilities		6,450		6,389
Total liabilities		142,409		195,251
Stockholders’ equity:
Common stock		34		34
Additional paid-in capital		271,832		266,070
Cumulative other comprehensive income		44		67
Retained earnings		117,506		124,787
Total stockholders’ equity		389,416		390,958
Total liabilities and stockholders’ equity	$	531,825	$	586,209

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NETGEAR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

	Three months ended									Six months ended
	June 28, 2009			March 29, 2009			June 29, 2008			June 28, 2009			June 29, 2008
				(As Restated)
Net revenue	$	144,674		$	152,018		$	204,464		$	296,692		$	402,618
Cost of revenue		103,414			109,087			138,055			212,501			272,346
Gross profit		41,260			42,931			66,409			84,191			130,272
Operating expenses:
Research and development		7,496			7,353			8,584			14,849			17,322
Sales and marketing		24,464			25,902			31,192			50,366			64,220
General and administrative		7,855			8,237			7,877			16,092			15,190
Restructuring		18			676			—			694			—
Litigation reserves, net		8			2,532			—			2,540			51
Total operating expenses		39,841			44,700			47,653			84,541			96,783
Income (loss) from operations		1,419			(1,769	)		18,756			(350	)		33,489
Interest income		178			304			1,040			482			2,552
Other income (expense), net		(443	)		1,047			(14	)		604			2,829
Income (loss) before income taxes		1,154			(418	)		19,782			736			38,870
Provision for income taxes		4,434			3,352			8,718			7,786			16,580
Net income (loss)	$	(3,280	)	$	(3,770	)	$	11,064		$	(7,050	)	$	22,290
Net income (loss) per share:
Basic	$	(0.10	)	$	(0.11	)	$	0.31		$	(0.21	)	$	0.63
Diluted	$	(0.10	)	$	(0.11	)	$	0.31		$	(0.21	)	$	0.62
Weighted average shares outstanding used to compute net income (loss) per share:
Basic		34,399			34,351			35,354			34,375			35,335
Diluted		34,399			34,351			35,792			34,375			35,881
Stock-based compensation expense was allocated as follows:
Cost of revenue	$	238		$	242		$	219		$	480		$	441
Research and development		512			520			863			1,032			1,664
Sales and marketing		1,027			1,055			881			2,082			1,728
General and administrative		919			1,099			978			2,018			1,906

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NETGEAR, INC.

NON-GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Excluding amortization of purchased intangibles, stock-based compensation, restructuring, acquisition related compensation, and litigation reserves, net of tax.

(In thousands, except per share data)

(Unaudited)

	Three months ended								Six months ended
	June 28, 2009			March 29, 2009		June 29, 2008			June 28, 2009		June 29, 2008
				(As Restated)
Net revenue	$	144,674		$	152,018	$	204,464		$	296,692	$	402,618
Cost of revenue		101,922			107,592		136,652			209,514		269,538
Gross profit		42,752			44,426		67,812			87,178		133,080
Operating expenses:
Research and development		6,984			6,833		7,178			13,817		15,057
Sales and marketing		23,437			24,847		30,311			48,284		62,492
General and administrative		6,936			7,138		6,899			14,074		13,284
Total operating expenses		37,357			38,818		44,388			76,175		90,833
Income from operations		5,395			5,608		23,424			11,003		42,247
Interest income		178			304		1,040			482		2,552
Other income (expense), net		(443	)		1,047		(14	)		604		2,829
Income before income taxes		5,130			6,959		24,450			12,089		47,628
Provision for income taxes		5,652			5,544		9,925			11,196		18,999
Net income (loss)	$	(522	)	$	1,415	$	14,525		$	893	$	28,629
Net income (loss) per share:
Basic	$	(0.02	)	$	0.04	$	0.41		$	0.03	$	0.81
Diluted	$	(0.02	)	$	0.04	$	0.41		$	0.03	$	0.80
Weighted average shares outstanding used to compute net income (loss) per share:
Basic		34,399			34,351		35,354			34,375		35,335
Diluted		34,399			34,602		35,792			34,691		35,881

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NETGEAR, INC.

RECONCILIATIONS OF GAAP MEASURES TO NON-GAAP MEASURES

(In thousands, except per share data)

(Unaudited)

STATEMENT OF OPERATIONS DATA:

	Three months ended									Six months ended
	June 28, 2009			March 29, 2009			June 29, 2008			June 28, 2009			June 29, 2008
				(As Restated)
GAAP gross profit	$	41,260		$	42,931		$	66,409		$	84,191		$	130,272
Amortization of intangible assets		1,254			1,253			1,184			2,507			2,367
Stock-based compensation expense		238			242			219			480			441
Non-GAAP gross profit	$	42,752		$	44,426		$	67,812		$	87,178		$	133,080
Non-GAAP gross margin		29.6	%		29.2	%		33.2	%		29.4	%		33.1	%
GAAP research and development	$	7,496		$	7,353		$	8,584		$	14,849		$	17,322
Stock-based compensation expense		(512	)		(520	)		(863	)		(1,032	)		(1,664	)
Acquisition related compensation		—			—			(543	)		—			(601	)
Non-GAAP research and development	$	6,984		$	6,833		$	7,178		$	13,817		$	15,057
GAAP sales and marketing	$	24,464		$	25,902		$	31,192		$	50,366		$	64,220
Stock-based compensation expense		(1,027	)		(1,055	)		(881	)		(2,082	)		(1,728	)
Non-GAAP sales and marketing	$	23,437		$	24,847		$	30,311		$	48,284		$	62,492
GAAP general and administrative	$	7,855		$	8,237		$	7,877		$	16,092		$	15,190
Stock-based compensation expense		(919	)		(1,099	)		(978	)		(2,018	)		(1,906	)
Non-GAAP general and administrative	$	6,936		$	7,138		$	6,899		$	14,074		$	13,284
GAAP total operating expenses	$	39,841		$	44,700		$	47,653		$	84,541		$	96,783
Stock-based compensation expense		(2,458	)		(2,674	)		(2,722	)		(5,132	)		(5,298	)
Restructuring		(18	)		(676	)		—			(694	)		—
Acquisition related compensation		—			—			(543	)		—			(601	)
Litigation reserves		(8	)		(2,532	)		—			(2,540	)		(51	)
Non-GAAP total operating expenses	$	37,357		$	38,818		$	44,388		$	76,175		$	90,833

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NETGEAR, INC.

RECONCILIATIONS OF GAAP MEASURES TO NON-GAAP MEASURES (CONTINUED)

(In thousands, except per share data)

(Unaudited)

STATEMENT OF OPERATIONS DATA (CONTINUED):

	Three months ended									Six months ended
	June 28, 2009			March 29, 2009			June 29, 2008			June 28, 2009			June 29, 2008
				(As Restated)
GAAP operating income (loss)	$	1,419		$	(1,769	)	$	18,756		$	(350	)	$	33,489
Amortization of intangible assets		1,254			1,253			1,184			2,507			2,367
Stock-based compensation expense		2,696			2,916			2,941			5,612			5,739
Restructuring		18			676			—			694			—
Acquisition related compensation		—			—			543			—			601
Litigation reserves		8			2,532			—			2,540			51
Non-GAAP operating income	$	5,395		$	5,608		$	23,424		$	11,003		$	42,247
Non-GAAP operating margin		3.7	%		3.7	%		11.5	%		3.7	%		10.5	%
GAAP net income (loss)	$	(3,280	)	$	(3,770	)	$	11,064		$	(7,050	)	$	22,290
Amortization of intangible assets		1,254			1,253			1,184			2,507			2,367
Stock-based compensation expense		2,696			2,916			2,941			5,612			5,739
Restructuring		18			676			—			694			—
Acquisition related compensation		—			—			543			—			601
Litigation reserves		8			2,532			—			2,540			51
Tax effect		(1,218	)		(2,192	)		(1,207	)		(3,410	)		(2,419	)
Non-GAAP net income (loss)	$	(522	)	$	1,415		$	14,525		$	893		$	28,629
NET INCOME PER SHARE:
	Three months ended									Six months ended
	June 28, 2009			March 29, 2009			June 29, 2008			June 28, 2009			June 29, 2008
				(As Restated)
GAAP net income (loss) per diluted share	$	(0.10	)	$	(0.11	)	$	0.31		$	(0.21	)	$	0.62
Amortization of intangible assets		0.04			0.04			0.03			0.07			0.07
Stock-based compensation expense		0.08			0.08			0.08			0.16			0.16
Restructuring		0.00			0.02			—			0.02			—
Acquisition related compensation		—			—			0.02			—			0.02
Litigation reserves		0.00			0.07			—			0.07			0.00
Tax effect		(0.04	)		(0.06	)		(0.03	)		(0.08	)		(0.07	)
Non-GAAP net income (loss) per diluted share	$	(0.02	)	$	0.04		$	0.41		$	0.03		$	0.80

Page 9

NETGEAR, INC.

SUPPLEMENTAL FINANCIAL INFORMATION

(In thousands, except per share data)

(Unaudited)

	Three months ended
	June 28, 2009		March 29, 2009		December 31, 2008		September 28, 2008		June 29, 2008
Cash, cash equivalents and short-term investments	$	224,496	$	200,298	$	203,009	$	202,187	$	186,828
Cash, cash equivalents and short-term investments per diluted share	$	6.53	$	5.79	$	5.84	$	5.66	$	5.22
Accounts receivable, net	$	110,231	$	127,984	$	138,275	$	150,552	$	159,039
Days sales outstanding (DSO)		69		74		81		76		71
Inventories	$	75,039	$	92,023	$	112,240	$	125,711	$	106,387
Ending inventory turns		5.5		4.7		4.0		3.7		5.2
Weeks of channel inventory:
U.S. retail channel		12.6		10.0		9.6		11.4		13.6
U.S. distribution channel		3.8		5.4		5.2		5.5		5.1
EMEA distribution channel		5.0		5.6		5.7		5.1		6.0
APAC distribution channel		4.8		5.7		6.7		7.2		6.0
Deferred revenue	$	15,267	$	19,375	$	21,508	$	13,346	$	4,339
Headcount		567		568		579		568		563
Non-GAAP Diluted shares		34,399		34,602		34,780		35,721		35,792

Page 10