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Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form10-K
ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1933.
For the fiscal year ended December31, 2004
For the transition period from to
Commission file number 0-50350
NETGEAR, Inc.
(Exact name of registrant as specified in its charter)
Delaware
77-0419172
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
4500 Great America Parkway,
SantaClara, California
(Address of principal executive offices)
95054
(Zip Code)
(Registrant’s telephone number, including area code)
(408)907-8000
Securities registered pursuant to Section12(b) of the Act:
None
Securities registered pursuant 12(g) of the Act:
Common Stock, par value $0.001
Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12months (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 90days.Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item405 of RegulationS-K 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 PartIII of
this Form10-K or any amendment to this Form10-K.
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule12b-2).Yes No
2005. EDGAR Online, Inc.

Table of contents

  • Page 1
    ... period from to Commission file number 0-50350 NETGEAR, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 4500 Great America Parkway, SantaClara, California (Address of principal executive offices) 77-0419172...

  • Page 2
    As of June27, 2004, the last business day of the Registrant's most recently completed second fiscal quarter, there were 30,550,167shares of the Registrant's Common Stock outstanding. The number of outstanding shares of the registrant's Common Stock, $0.001par value, was 31,681,541shares as of ...

  • Page 3
    ... and Supplementary Data Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information PARTIII Directors and Executive Officers of the Registrant Executive Compensation Security Ownership of Certain Beneficial Owners and Management and...

  • Page 4
    ... of these users. Our product offerings enable users to share Internet access, peripherals, files, digital multimedia content and applications among multiple personal computers, or PCs, and other Internet-enabled devices. We sell our products primarily through a global sales channel network, which...

  • Page 5
    ... virtual private network capabilities that allow for secure interactions between remote offices and business headquarter locations. Our wireless product offerings for the small business market include enhanced security and configurability often required in a business setting. Our home products are...

  • Page 6
    ... security, to allow for safer, more controlled Internet usage in families with children. Our broadband products designed for the home market also contain advanced installation software that guides a less sophisticated data networking user through the installation process with their broadband service...

  • Page 7
    .... Our home product offerings include wall-plug data transmission modes which allow home users to take advantage of their existing electrical wiring infrastructure for transmitting data among network components. Sales Channels We sell our products through multiple sales channels worldwide, including...

  • Page 8
    Tech Data Corporation 20 % 15 % 18 % 4 © 2005. EDGAR Online, Inc.

  • Page 9
    ... investments in our research and development department in order to effectively evaluate new technologies and develop new products. Our research and development employees work closely with our manufacturing partners to bring our products to market in a timely, high quality and cost-efficient manner...

  • Page 10
    ... year on toll-free lines. Local language support is also available during local business hours in Austria, China, France, Germany, Italy, Japan, Korea, Spain and Sweden. Competition The small business and home networking markets are intensely competitive and subject to rapid technological change. We...

  • Page 11
    ...and home markets for networking products are product breadth, size and scope of the sales channel, brand name, timeliness of new product introductions, product performance, features, functionality and reliability, price, ease-of-installation, maintenance and use, and customer service and support. To...

  • Page 12
    ...small business and home markets and established the NETGEAR division in January 1996. From 1983 until 1995, Mr.Lo worked at Hewlett-Packard Company, a computer and test equipment company, where he served in various management positions in software sales, technical support, network product management...

  • Page 13
    ... over a period of ten years at NetComm Limited, an Australian networking company, and was part of the management team as sales and marketing manager. Mr.McLean holds a B.A. with Honors in Business from the University of Portsmouth, United Kingdom. Charles T. Olson has served as our Vice President of...

  • Page 14
    ... adequate for our current needs. We use third parties to provide warehousing services to us, consisting of facilities in Southern California, Hong Kong and the Netherlands. Item3. Legal Proceedings In June 2004, a lawsuit, entitled Zilberman v.NETGEAR, Civil Action CV021230, was filed against us...

  • Page 15
    ... Registrant's Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock has been quoted on the Nasdaq National Market under the symbol "NTGR" since July31, 2003. Prior to that time, there was no public market for our common stock. The following table sets...

  • Page 16
    (1) These plans include our 2000 Stock Option Plan, 2003 Stock Plan and 2003 Employee Stock Purchase Plan. 11 © 2005. EDGAR Online, Inc.

  • Page 17
    ...Sales and marketing(1) General and administrative Goodwill amortization Amortization of deferred stock-based compensation Research and development Sales and marketing General... Deemed dividend on preferred stock 2001 Year Ended December31, 2002 (In thousands, except per share data) 2003 2004 176,...

  • Page 18
    ...(1) $ 53 $ (19,484 ) $ (9,742 ) $ 13,097 $ 23,465 $ $ 0.00 0.00 $ $ (0.66 ) (0.66 ) $ $ (0.46 ) (0.46 ) $ $ 0.55 0.49 $ $ 0.77 0.72 (1) Information regarding calculation of per share data is described in Note3 to the consolidated financial statements. 12 © 2005. EDGAR...

  • Page 19
    ... Best Buy, Circuit City, CompUSA, Costco, Fry's Electronics, Office Max, Staples, MediaMarkt (Germany, Austria), PC World (U.K.) and FNAC (France). Online retailers include Amazon.com, Newegg.com and Buy.com. Our direct market resellers include CDW Corporation, Insight Corporation and PC Connection...

  • Page 20
    13 © 2005. EDGAR Online, Inc.

  • Page 21
    ... allowances for estimated returns for stock rotation and warranty, price protection, customer rebates, cooperative marketing expenses deemed to be a sales incentive and net changes in deferred revenue. Revenue from product sales is generally recognized at the time the product is shipped, provided...

  • Page 22
    ...to maintain our margins, it is necessary to offset average sales price erosion by negotiating continuously with component suppliers and contract manufacturers to reduce unit costs of incoming inventory. We also expect to continue to introduce new products and broaden our geographic and channel reach...

  • Page 23
    ..., related to the planned growth of our business. General and administrative expenses consist of salaries and related expenses for executive, finance and accounting, human resources and management information systems personnel, professional fees, bad debt provision, and other corporate expenses. We...

  • Page 24
    ... due to excess inventory levels brought about by the overall weak economic conditions in the networking markets we serve. We were again profitable in 2002 and 2003, with net income of $8.1million and $13.1million, respectively, due to increased revenue and improved gross margins. In 2004 we had net...

  • Page 25
    16 © 2005. EDGAR Online, Inc.

  • Page 26
    ... was attributable to increased gross shipments of our broadband and wireless products, partially offset by increases in provisions made for rebates and cooperative marketing programs associated with increased retail product sales, sales returns and price protection. For the year ended December31...

  • Page 27
    17 © 2005. EDGAR Online, Inc.

  • Page 28
    ... December31, 2004, from $49.0million for the year ended December31, 2003. Of this increase, $5.1million was due to product promotion, advertising, outside technical support expenses incurred in support of the increased sales volume, and increased operating costs in international locations due to...

  • Page 29
    ...received by customers. In particular, net revenue in the EMEA region grew by $31.4million or 46%, year over year. This increase was partially offset by a $14.1million increase in rebates and cooperative marketing costs primarily, in North America, associated with increased product sales. Net revenue...

  • Page 30
    19 © 2005. EDGAR Online, Inc.

  • Page 31
    ...to (i)$3.9million in increased expenses related to the addition of sales and marketing personnel and salary increases for existing employees; (ii)increased sales volume, product promotion, advertising and outside technical support expenses of $9.8million; and, (iii)freight out charges of $1.5million...

  • Page 32
    20 © 2005. EDGAR Online, Inc.

  • Page 33
    ... our expectations or if we fail to manage our inventory, accounts receivable or other assets, we could be required to seek additional funding through public or private financings or other arrangements. In addition, as we continue to expand our product offerings, channels and geographic presence, we...

  • Page 34
    ...inventory levels to identify any excess inventory in the channel that may be subject to stock rotation rights for US customers only. Gross revenue is reduced for estimated returns for stock rotation and warranty, price protection programs, customer rebates and cooperative 22 © 2005. EDGAR Online...

  • Page 35
    ... of potential future product returns, price protection claims and other sales incentives related to current period revenue. Such estimates are based on amount and timing of historical returns or claims rates, channel inventory levels, current economic trends, and changes in customer demand and...

  • Page 36
    © 2005. EDGAR Online, Inc.

  • Page 37
    ...broad market for technology stocks and the expected valuation we would obtain in an initial public offering. We recorded as a component of stockholders' equity on our balance sheet deferred stock-based compensation of $6.7million and $1.0million relating to certain stock options granted to employees...

  • Page 38
    ... of FASNo.123, "Accounting for Stock-Based Compensation." FAS123R eliminates the ability to account for share-based payments using Accounting Principles Board Opinion No.25, "Accounting for Stock Issued to Employees" and instead requires companies to recognize compensation expense using a fair...

  • Page 39
    ... with customers or suppliers; •slow or negative growth in the networking product, personal computer, Internet infrastructure, home electronics and related technology markets, as well as decreased demand for Internet access; •changes in or consolidation of our sales channels and wholesale...

  • Page 40
    ...Systems, Inc., Hewlett-Packard Company, the Linksys division of Cisco Systems and Nortel Networks. Our principal competitors in the home market include Belkin Corporation, D-Link and the Linksys division of Cisco Systems. Other current and potential competitors include numerous local vendors such as...

  • Page 41
    ...entities typically purchase our products through our wholesale distributors. We sell to small businesses primarily through DMRs, VARs and retail locations, and we sell to our home users primarily through retail locations, online retailers and broadband service providers. We generally have no minimum...

  • Page 42
    28 © 2005. EDGAR Online, Inc.

  • Page 43
    ... and maintain an appropriate level and mix of products with our wholesale distributors and within our sales channel, we may incur increased and unexpected costs associated with this inventory. We generally allow wholesale distributors and traditional retailers to return a limited amount of our...

  • Page 44
    ... technology on a timely basis, we may be subject to an indemnification obligation or unable to offer competitive products, and be subject to increased expenses. Finally, consumer class-action lawsuits related to the marketing and performance of our home networking products have been asserted...

  • Page 45
    ...disruption or quality control problems in their operations, we could lose market share and our brand may suffer. All of our products are manufactured, assembled, tested and generally packaged by a limited number of original design manufacturers, or ODMs, and original equipment manufacturers, or OEMs...

  • Page 46
    ...physical layer transceivers. We also obtain switching fabric semiconductors, which are used in our Ethernet switches and Internet gateway products, and wireless local area network chipsets, which are used in all of our wireless products, from a limited number of suppliers. Our contract manufacturers...

  • Page 47
    ... standards. This would limit and delay our ability to offer competitive products and increase our costs of production. As a result, our margins, market share, and operating results could be significantly harmed. If we are unable to secure and protect our intellectual property rights, our ability to...

  • Page 48
    ... efficient and timely manner as our business grows, and our current systems may not be adequate to support our future operations. The difficulties associated with installing and implementing these new systems, procedures and controls may place a significant burden on our management, operational and...

  • Page 49
    34 © 2005. EDGAR Online, Inc.

  • Page 50
    ... services of our key technical, sales, marketing and senior management personnel. In particular, the services of Patrick C.S. Lo, our Chairman and Chief Executive Officer, who has led our company since its inception, are very important to our business. All of our executive officers or key employees...

  • Page 51
    ... reporting as of December31, 2004. The company's independent registered public accounting firm, PricewaterhouseCoopers LLP, have audited management's assessment of the company's internal control over financial reporting, as stated in their report which appears herein. 36 © 2005. EDGAR Online...

  • Page 52
    ... statements 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 of financial...

  • Page 53
    ... 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 (iii)provide reasonable assurance regarding prevention or timely detection of...

  • Page 54
    ... of Contents NETGEAR, INC. CONSOLIDATED BALANCE SHEETS December31, 2003 (In Thousands, Except Share and Per Share Data) ASSETS Current Assets: Cash and cash equivalents Short-term investments Accounts receivable, net Inventories Deferred income taxes Prepaid expenses and other current assets Total...

  • Page 55
    Table of Contents NETGEAR, INC. CONSOLIDATED STATEMENTS OF OPERATIONS 2002 Net revenue Cost of revenue: Cost of revenue Amortization of deferred stock-based compensation Total cost of revenue Gross profit Operating expenses: Research and development Sales and marketing General and administrative ...

  • Page 56
    ...) Years Ended December31, 2002, 2003 and 2004 Common Stock Additional Paid-In Capital Deferred Shares Amou nt - $ - $ Balance at January1, 2002 Comprehensive income: Net income Total comprehensive income Forgiveness of payable by Nortel Networks Deemed dividend related to repurchase of SeriesA...

  • Page 57
    Issuance of common stock in initial public offering (net of issuance costs of $2,999) Exercise of common stock warrants Repurchase of common stock Exercise of common stock options Balance at December31, 2003 Comprehensive income: Change in unrealized gain (loss) on short-term investments Net income ...

  • Page 58
    ... from exercise of stock options Deferred income taxes Accretion of note payable to Nortel Networks Extinguishment of debt charge Changes in assets and liabilities: Accounts receivable Inventories Prepaid expenses and other current assets Accounts payable Accrued employee compensation Other accrued...

  • Page 59
    Cashless exercise of warrants and net common stock issued $ - $ 283 $ - The accompanying notes are an integral part of these consolidated financial statements. 42 © 2005. EDGAR Online, Inc.

  • Page 60
    ... of these users. Our product offerings enable users to share Internet access, peripherals, files, digital multimedia content and applications among multiple personal computers, or PCs, and other Internet-enabled devices. We sell our products primarily through a global sales channel network, which...

  • Page 61
    ... equivalents. The Company deposits cash and cash equivalents with high credit quality financial institutions. Short-term investments Short-term investments comprise marketable securities that consist of government securities with an original maturity or a remaining maturity at the time of purchase...

  • Page 62
    .... The Company's accounts receivable are derived from revenue earned from customers located in the United States and in numerous international locations around the world. The Company's customers are primarily distributors, retailers and broadband service providers who sell the products to a large...

  • Page 63
    44 © 2005. EDGAR Online, Inc.

  • Page 64
    ... includes the Company's market capitalization and incorporates management assumptions about expected future cash flows. Although no goodwill impairment has been recorded to date, there can be no assurances that future goodwill impairment will not occur. Product warranties © 2005. EDGAR Online, Inc...

  • Page 65
    ... product or issue a credit to the customer. Because the Company's products are manufactured by a contract manufacturer, in some cases the Company has recourse to the contract manufacturer for replacement or credit for the defective products. The Company accounts for warranty returns similar to stock...

  • Page 66
    ... to current period product revenue. Management analyzes historical returns, channel inventory levels, current economic trends and changes in customer demand and acceptance of the Company's products when evaluating the adequacy of the allowance for sales returns, namely warranty and stock rotations...

  • Page 67
    46 © 2005. EDGAR Online, Inc.

  • Page 68
    ... assets will not be realized. Stock-based compensation Pursuant to SFASNo.123, "Accounting for Stock-Based Compensation," the Company accounts for employee stock options under Accounting Principles Board Opinion ("APB") No.25, "Accounting for Stock Issued to Employees," and follows the disclosure...

  • Page 69
    ... by SFASNo.123, the Company's net income (loss) would have been adjusted to the amounts indicated below (in thousands, except per share data): Net income (loss) attributable to common stockholders, as reported Add: Employee stock-based compensation included in reported net income (loss) Less...

  • Page 70
    © 2005. EDGAR Online, Inc.

  • Page 71
    ... of FASNo.123, "Accounting for Stock-Based Compensation." FAS123R eliminates the ability to account for share-based payments using Accounting Principles Board Opinion No.25, "Accounting for Stock Issued to Employees" and instead requires companies to recognize compensation expense using a fair...

  • Page 72
    49 © 2005. EDGAR Online, Inc.

  • Page 73
    ... accounts Allowance for sales returns Allowance for price protection Total allowances Accounts receivable, net $ $ December31, 2003 2004 82,939 $ 94,768 (1,322 ) (1,509 (4,845 ) (6,407 (2,606 ) (4,649 (8,773 ) (12,565 74,166 $ 82,203 ) ) ) ) Inventories consist of the following: Finished goods...

  • Page 74
    Sales and marketing programs Warranty obligation Outsourced engineering costs Freight Other 2003 14,207 11,959 1,604 937 2,592 $ 31,299 $ $ $ 2004 29,277 10,766 1,878 3,354 5,691 50,966 Note3- Net Income (Loss) Per Share: Immediately prior to the effective date of the Company's initial public...

  • Page 75
    ... to participate in all dividends paid on common stock, as and when declared by the Board of Directors, on an as-if converted basis. In accordance with EITF Topic D-95, "Effect of Participating Convertible Securities on the Computation of Basic Earnings per Share," the Company has included the impact...

  • Page 76
    51 © 2005. EDGAR Online, Inc.

  • Page 77
    ...stock options and warrants amounting to 3,021,893, 175,000 and 416,280 were excluded from the weighted average shares outstanding for the diluted per share calculation for 2002, 2003 and 2004... the fiscal year ended December31, 2003, the Company reassessed its ability to realize its deferred tax ...

  • Page 78
    profitability of the Company over the past several quarters, plus the projected current and future taxable income expected to be generated by the Company. 52 © 2005. EDGAR Online, Inc.

  • Page 79
    ... probable. In June 2004, a lawsuit, entitled Weaver v.NETGEAR , Civil Action RG04161382, was filed against the Company in the Superior Court of California, County of Alameda. The complaint purported to be a class action on behalf of persons who obtained any consumer product manufactured by us and...

  • Page 80
    53 © 2005. EDGAR Online, Inc.

  • Page 81
    ... The Company has signed various employment agreements with key executives pursuant to which if their employment is terminated without cause, the employees are entitled to receive their base salary (and commission or bonus, as applicable) for 52weeks (for the Chief Executive Officer), 39weeks...

  • Page 82
    2004. 54 © 2005. EDGAR Online, Inc.

  • Page 83
    ... be granted to Company employees, directors and consultants. The Company has reserved 750,000shares of Common Stock plus any shares which were reserved but not issued under the Company's 2000 Stock Option Plan as of the date of the approval of the 2003 Plan. The number of shares which were reserved...

  • Page 84
    55 © 2005. EDGAR Online, Inc.

  • Page 85
    ... three years. Stock based compensation For financial reporting purposes, the Company determined that the estimated value of the common stock determined in anticipation of the Company's initial public offering was in excess of the exercise price, which was deemed to be the fair market value as of...

  • Page 86
    ...00-$8.99 $9.00-$11.99 $12.00-$14.99 $15.00-$17.99 $1.29-$17.99 Number Outstanding 335,449 2,100,078 656,209 368,453 371,725 315,175 4,147,089 Life ...$ 1.29 $ 4.55 $ 7.49 $ 10.39 $ 13.77 $ 16.44 $ 7.00 Number Outstanding 215,365 1,811,062 462,047 87,043 21,311 47,235 2,644,063 Exercise Price 1....

  • Page 87
    ..., marketing and sale of networking products for the small business and home markets. NETGEAR's primary headquarters and a significant portion of its operations are located in the United States. The Company also conducts sales, marketing, customer service activities and certain distribution center...

  • Page 88
    ... of net revenue): Customer Ingram Micro, Inc. Tech Data Corporation Year Ended December31, 2002 2003 2004 32 % 31 % 27 % 20 % 15 % 18 % Note9- Employee Benefit Plan: In April 2000, the Company adopted the NETGEAR 401(k) Plan to which employees may contribute up to 15% of salary subject to the...

  • Page 89
    58 © 2005. EDGAR Online, Inc.

  • Page 90
    ...DATA (In thousands, except per share amounts) (unaudited) Net revenue Gross profit Provision for income taxes Net income Net income per share- basic Net income per share- diluted $ $ $ $ $ $ March28, 2004...,251 1,994 3,932 0.14 0.12 (3,950 ) $ (0.15 ) $ (0.15 ) $ 59 © 2005. EDGAR Online, Inc.

  • Page 91
    ...Item9. None. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Item9A. Controls and Procedures Evaluation of disclosure controls and procedures. Our management evaluated, with the participation of our chief executive officer and our chief financial officer, the...

  • Page 92
    ... captioned "Executive Officers of the Registrant" included under PartI, Item1 of this report. Audit Committee The information required by this Item regarding our Audit Committee and Audit Committee Financial Expert(s) is incorporated by reference to the information contained in our Proxy Statement...

  • Page 93
    ...Ownership Reporting Compliance" in our Proxy Statement. Code of Ethics We have adopted a Code of Ethics that applies to our chief executive officer and senior financial officers, as required by the SEC. The current version of our Code of Ethics can be found on our Internet site at http://www.netgear...

  • Page 94
    ... Financial Statements Quarterly Financial Data (unaudited) Page 36 37 39 40 41 42 43 59 (2) Financial Statement Schedule. The following financial statement schedule of NETGEAR, Inc. for the fiscal years ended December31, 2002, 2003 and 2004 is filed as part of this Form 10-K and should be...

  • Page 95
    ... Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of SantaClara, State of California, on the 16th day of March 2005. Netgear, Inc. Registrant /s/ Patrick C.S. Lo Patrick C.S. Lo Chairman of the Board and Chief Executive Officer (Principal Executive...

  • Page 96
    Table of Contents Signature /s/ Gregory J. Rossmann Gregory J. Rossmann /s/ Stephen D. Royer Stephen D. Royer Title Director Date March16, 2005 Director March16, 2005 64 © 2005. EDGAR Online, Inc.

  • Page 97
    ... First Amendment to Standard Office Lease, dated March21, 2002(1) Second Amendment to Lease, dated June30, 2004, between the registrant and Dell AssociatesII-A(4) Distributor Agreement, dated March1, 1997, between the registrant and Tech Data Product Management, Inc.(1) Distributor Agreement, dated...

  • Page 98
    ...same number filed with the Registrant's Registration Statement on FormS-1 (Registration Statement333-104419), which the Securities and Exchange Commission declared effective on July30, 2003. Incorporated by reference to Exhibit10.11 of the Registrant's Annual Report on Form10-K filed on March5, 2004...

  • Page 99
    ...to as the "Stock Agreement"); WHEREAS, Executive's employment with the Company terminated on July30th, 2004 (the "Termination Date"); WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions and demands that the Executive may have against...

  • Page 100
    ... and compensation due to Executive. 4. Release of Claims . Executive agrees that the consideration provided in this Agreement represents settlement in full of all outstanding obligations owed to Executive by the Company and its current and former officers, directors, employees, agents, investors...

  • Page 101
    ... to, or arising from, Executive's right to purchase, or actual purchase of, shares of Company stock, including, but not limited to, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal...

  • Page 102
    ... with legal counsel and is familiar with the provisions of California Civil Code Section1542, which provide as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must...

  • Page 103
    ...Company. If approached by anyone for counsel or assistance in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints against any of the Releasees, Executive shall state no more than that he cannot provide counsel or assistance. 11. Breach . Executive...

  • Page 104
    ...are not specifically set forth in ...signed by Executive and the Company's Chief Executive Officer. 22. Governing Law . This Agreement shall be governed by the laws of the State of California...Execution of Agreement . This Agreement is executed voluntarily and with the full intent of releasing all claims...

  • Page 105
    ...internal control over financial reporting, which appears in this Form 10-K. /s/ PRICEWATERHOUSECOOPERS LLP San Jose, CA March14, 2005 Exhibit31.1 CEO CERTIFICATION I, Patrick C. S. Lo, certify that: 1.I have reviewed this annual report on Form 10-K of NETGEAR, Inc. (the "Registrant"); 2.Based on my...

  • Page 106
    ... the Registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting. © 2005. EDGAR Online, Inc...

  • Page 107
    ...Lo Patrick C. S. Lo Chairman and Chief Executive Officer NETGEAR, Inc. Exhibit31.2 CFO CERTIFICATION I, Jonathan R. Mather, certify that: 1.I have reviewed this annual report on Form 10-K of NETGEAR, Inc. (the "Registrant"); 2.Based on my knowledge, this report does not contain any untrue statement...

  • Page 108
    ... connection with the Annual Report of NETGEAR, Inc. (the "Company") on Form 10-K for the year ended December31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Patrick C. S. Lo, Chairman and Chief Executive Officer of the Company, certify, pursuant to...

  • Page 109
    ... contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: March 16, 2005 By: /s/ Jonathan R. Mather Jonathan R. Mather Executive Vice President and Chief Financial officer NETGEAR, Inc. A signed original of this...

  • Page 110
    End of Filing © 2005. EDGAR Online, Inc.