Riverbed Technology Reports Third Quarter 2008 Financial Results

• Record revenue of $86.5 million increases 37% over prior year
• More than 500 new customers added in the September quarter
• Generated more than $26 million in operating cash flow
• Cash and marketable securities total $281.5 million at
   September 30 and zero debt

San Francisco, CA, October 23, 2008 – Riverbed Technology (Nasdaq:RVBD), the technology and market leader in wide-area data services (WDS), today reported financial results for its third fiscal quarter ended September 30, 2008 (Q3-08). Revenues for Q3-08 were $86.5 million. Revenues for Q3-08 increased 36.7% from $63.3 million reported in the third quarter of fiscal year 2007 (Q3-07) and increased 6.1% from $81.6 million reported in the second quarter of fiscal year 2008 (Q2-08).

Reporting on a GAAP basis, the net loss for Q3-08 was $12.4 million, or $0.17 loss per diluted share. Q3-08 GAAP results include a one-time $11.0 million charge for the settlement of the patent infringement lawsuit with Quantum Corporation. This compares to a GAAP net loss of $0.9 million in Q2-08, or $0.01 loss per diluted share, and GAAP net income of $2.8 million, or $0.04 per diluted share, in Q3-07.

Non-GAAP net income for Q3-08 was $11.0 million, or $0.15 per share, as compared to non-GAAP net income for Q2-08 of $9.9 million, or $0.13 per share, and non-GAAP net income for Q3-07 of $12.4 million, or $0.17 per share. Q3-08 Non-GAAP net income excludes stock-based compensation, stock-based payroll expenses, and related income tax effects, and a one-time $11.0 million charge for the legal settlement with Quantum. Q2-08 and Q3-07 non-GAAP net income excludes stock-based compensation, stock-based payroll expenses, and related income tax effects. A reconciliation between GAAP and non-GAAP information is contained in the tables below.

"We are very pleased with the results we delivered for our third quarter," stated Jerry M. Kennelly, chairman, president and chief executive officer of Riverbed(R). "Despite weakness in the global economy, we generated record revenues. Our outperformance in the third quarter was driven by strength in the government vertical, continued deployment within our customer base, and new customer purchases. The cost to deploy Riverbed Steelhead(R) products is fairly low, while the business value they deliver in terms of improved application performance, IT efficiency, and worker productivity is substantial. We believe this return on investment makes WAN optimization a high priority even in a tighter spending environment."

Q3-08 Financial Highlights

  • Record revenue of $86.5 million, up 6% sequentially and 37% year-over-year
  • Cumulative customer count now exceeds 5,000 after adding more than 500 new customers
  • Accounts receivable days sales outstanding improved to 45 days as of September 30, 2008, from 50 days as of June 30, 2008
  • Cash flow from operations increased to $26.5 million compared to $9.8 million in Q2-08 and $14.5 million in Q3-07
  • Cash, cash equivalents, and marketable securities increased 5% sequentially and 22% year-over-year to $281.5 million after the repurchase of $12.5 million of Riverbed stock in Q3-08

Q3-08 Business Highlights

  • Announced an OEM agreement to embed VMware software as the virtualization platform for the Riverbed Services Platform. With the VMware platform inside Steelhead appliances, enterprises can further consolidate their IT infrastructure and improve manageability by running up to five remote office virtual edge services, without the need for separate dedicated servers.
  • Accepted into the Microsoft Protocol Optimization Licensing Program, enabling the company to build further on its expertise and success accelerating and optimizing Microsoft Windows-based applications over the wide-area network.
  • Continued to strengthen its service provider channel, announcing partnerships with Digital Hands and Pacnet for managed services.
  • The company outlined its technology vision at its Analyst Meeting in September, including the vision for the Atlas appliance.

Conference Call
Riverbed will host a conference call today, October 23, 2008, at 2:45 p.m. PT (5:45 p.m. ET) to discuss its third quarter results. The call will be broadcast live over the Internet at www.riverbed.com/investors. A replay of the conference call will also be available via webcast at www.riverbed.com/investors for 12 months.

Steelhead Products
Riverbed WDS solutions enable organizations of all sizes to overcome a host of severe problems, including poor application performance and insufficient bandwidth at remote sites. By speeding the performance of applications between data centers, remote offices and mobile workers by five to 50 times and in some cases up to 100 times, the Riverbed award-winning Steelhead WDS products enable companies to consolidate IT, improve backup and replication processes to ensure data integrity, and improve staff productivity and collaboration. Steelhead products have been deployed in organizations ranging from the world's largest corporations with offices around the globe to small companies with a couple of sites that are just miles apart. To learn more, view Riverbed's demo: www.riverbed.com/pr/jack.

Forward Looking Statements
This press release contains forward-looking statements, including statements relating to the expected demand for Riverbed's products and services, and statements relating to Riverbed's ability to meet the needs of distributed organizations. These forward-looking statements involve risks and uncertainties, as well as assumptions that, if they do not fully materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The risks and uncertainties that could cause our results to differ materially from those expressed or implied by such forward-looking statements include our ability to react to trends and challenges in our business and the markets in which we operate; our ability to anticipate market needs or develop new or enhanced products to meet those needs; the adoption rate of our products; our ability to establish and maintain successful relationships with our distribution partners; our ability to compete in our industry; fluctuations in demand, sales cycles and prices for our products and services; shortages or price fluctuations in our supply chain; our ability to protect our intellectual property rights; general political, economic and market conditions and events; and other risks and uncertainties described more fully in our documents filed with or furnished to the Securities and Exchange Commission. More information about these and other risks that may impact Riverbed's business are set forth in our Form 10-Q filed with the SEC on July 29, 2008. All forward-looking statements in this press release are based on information available to us as of the date hereof, and we assume no obligation to update these forward-looking statements. Any future product, feature or related specification that may be referenced in this release are for information purposes only and are not commitments to deliver any technology or enhancement. Riverbed reserves the right to modify future product plans at any time.

About Riverbed
Riverbed Technology is the technology and market leader in wide-area data services (WDS) solutions for companies worldwide. By enabling application performance over the wide area network (WAN) that is orders of magnitude faster than what users experience today, Riverbed is changing the way people work, and enabling a distributed workforce that can collaborate as if they were local. Additional information about Riverbed (Nasdaq:RVBD) is available at www.riverbed.com.

Riverbed Technology, Riverbed, Steelhead, RiOS, Interceptor, and the Riverbed logo are trademarks or registered trademarks of Riverbed Technology, Inc. All other trademarks used or mentioned herein belong to their respective owners.

Riverbed Technology, Inc.
GAAP Condensed Consolidated
 Statements of Operations
In thousands, except per
 share amounts
Unaudited
                              Three months ended   Nine months ended
                                September 30,        September 30,
                             -------------------- --------------------
                                2008      2007       2008      2007
                             ---------- --------- ---------- ---------
Revenue:
  Product                    $  65,238  $  52,508 $ 185,574  $ 133,335
  Support and services          21,309     10,802    55,547     26,761
                             ---------- --------- ---------- ---------
       Total revenue            86,547     63,310   241,121    160,096

Cost of revenue:
  Cost of product               16,653     14,029    45,153     37,053
  Cost of support and
   services                      7,174      4,111    20,151      9,999
                             ---------- --------- ---------- ---------
       Total cost of revenue    23,827     18,140    65,304     47,052

                             ---------- --------- ---------- ---------
Gross profit                    62,720     45,170   175,817    113,044

Operating expenses:
  Sales and marketing           34,855     25,139   100,992     63,035
  Research and development      14,582     10,890    43,278     27,384
  General and administrative    10,419      7,177    29,925     16,814
  Other charges                 11,000          -    11,000          -
                             ---------- --------- ---------- ---------
        Total operating
         expenses               70,856     43,206   185,195    107,233

                             ---------- --------- ---------- ---------
Operating income (loss)         (8,136)     1,964    (9,378)     5,811

Other income, net                1,287      2,754     5,059      7,028

                             ---------- --------- ---------- ---------
  Income (loss) before
   provision for income
   taxes                        (6,849)     4,718    (4,319)    12,839
  Provision for income taxes     5,574      1,950     8,335      2,868

                             ---------- --------- ---------- ---------
Net income (loss)            $ (12,423) $   2,768 $ (12,654) $   9,971
                             ========== ========= ========== =========

Net income (loss) per share,
 basic                       $   (0.17) $    0.04 $   (0.18) $    0.15
Net income (loss) per share,
 diluted                     $   (0.17) $    0.04 $   (0.18) $    0.14

Shares used in computing
 basic net income (loss) per
 share                          71,005     69,069    70,915     67,397
Shares used in computing
 diluted net income (loss)
 per share                      71,005     74,360    70,915     72,934


Stock-based compensation
 expense included in above:
  Cost of product            $      54  $      27 $     131  $      68
  Cost of support and
   services                      1,125        806     3,470      1,798
  Sales and marketing            5,921      4,455    17,869     10,741
  Research and development       3,419      2,511     9,879      5,958
  General and administrative     2,512      1,564     6,808      3,614
                             ---------- --------- ---------- ---------
        Total stock-based
         compensation
         expense             $  13,031  $   9,363 $  38,157  $  22,179
                             ========== ========= ========== =========
Riverbed Technology, Inc.
Non-GAAP Condensed Consolidated Statements of Operations
In thousands, except per share amounts
Unaudited

                     Three months         Three months
                         ended                ended
                     September 30,        September 30,      % change
                   -----------------    -----------------    ---------
                             % of                 % of
                    2008   Revenues      2007   Revenues
                   ------- ---------    ------- ---------
Revenue:
   Product         $65,238       75%    $52,508       83%          24%
   Support and
    services        21,309       25%     10,802       17%          97%
                   ------- ---------    ------- ---------
       Total
        revenue     86,547      100%     63,310      100%          37%

Cost of revenue:
   Cost of product  16,598       25% (a) 14,002       27% (a)      19%
   Cost of support                   (a)                  (a)
    and services     6,049       28%      3,304       31%          83%
                   ------- ---------    ------- ---------
       Total cost
        of revenue  22,647       26%     17,306       27%          31%

                   ------- ---------    ------- ---------
Gross profit        63,900       74%     46,004       73%          39%

Operating
 expenses:
   Sales and
    marketing       28,924       33%     20,518       32%          41%
   Research and
    development     11,151       13%      8,280       13%          35%
   General and
    administrative   7,885        9%      5,569        9%          42%
   Other charges         -                    -
                   ------- ---------    ------- ---------
       Total
        operating
        expenses    47,960       55%     34,367       54%          40%

                   ------- ---------    ------- ---------
Operating income    15,940       18%     11,637       18%          37%

Other income, net    1,287        1%      2,754        4%         -53%

                   ------- ---------    ------- ---------
   Income before
    provision for
    income taxes    17,227       20%     14,391       23%          20%
   Provision for
    income taxes     6,236        7%      1,950        3%         220%

                   ------- ---------    ------- ---------
Net income         $10,991       13%    $12,441       20%         -12%
                   ======= =========    ======= =========

Net income per
 share, basic      $  0.15              $  0.18
Net income per
 share, diluted    $  0.15              $  0.17

Shares used in
 computing basic
 net income per
 share              71,005               69,069
Shares used in
 computing diluted
 net income per
 share              74,472               75,002


(a) Cost of product and cost of support and services are reflected as
     percent of product and support and services revenues,
     respectively.
Riverbed Technology, Inc.
Non-GAAP Condensed Consolidated Statements of Operations
In thousands, except per share amounts
Unaudited

                    Nine months ended    Nine months ended
                      September 30,        September 30,      % change
                    -----------------    -----------------    --------
                               % of                 % of
                      2008   Revenues      2007   Revenues
                    -------- --------    -------- --------
Revenue:
   Product          $185,574      77%    $133,335      83%         39%
   Support and
    services          55,547      23%      26,761      17%        108%
                    -------- --------    -------- --------
       Total
        revenue      241,121     100%     160,096     100%         51%

Cost of revenue:
   Cost of product    45,020      24% (a)  36,985      28% (a)     22%
   Cost of support                    (a)                  (a)
    and services      16,677      30%       8,199      31%        103%
                    -------- --------    -------- --------
       Total cost
        of revenue    61,697      26%      45,184      28%         37%

                    -------- --------    -------- --------
Gross profit         179,424      74%     114,912      72%         56%

Operating expenses:
   Sales and
    marketing         83,080      34%      51,983      32%         60%
   Research and
    development       33,328      14%      21,240      13%         57%
   General and
    administrative    23,087      10%      13,103       8%         76%
   Other charges           -                    -
                    -------- --------    -------- --------
       Total
        operating
        expenses     139,495      58%      86,326      53%         62%

                    -------- --------    -------- --------
Operating income      39,929      17%      28,586      18%         40%

Other income, net      5,059       2%       7,028       4%        -28%

                    -------- --------    -------- --------
   Income before
    provision for
    income taxes      44,988      19%      35,614      22%         26%
   Provision for
    income taxes      16,173       7%       2,868       2%        464%

                    -------- --------    -------- --------
Net income          $ 28,815      12%    $ 32,746      20%        -12%
                    ======== ========    ======== ========

Net income per
 share, basic       $   0.41             $   0.49
Net income per
 share, diluted     $   0.39             $   0.45

Shares used in
 computing basic
 net income per
 share                70,915               67,397
Shares used in
 computing diluted
 net income per
 share                74,503               73,440


(a) Cost of product and cost of support and services are reflected as
     percent of product and support and services revenues,
     respectively.
Riverbed Technology, Inc.
Non-GAAP Condensed Consolidated Statements of Operations
In thousands, except per share amounts
Unaudited

                       Three months        Three months
                            ended               ended
                       September 30,          June 30,        % change
                      ----------------    ----------------    --------
                                % of                % of
                       2008   Revenues     2008   Revenues
                      ------- --------    ------- --------
Revenue:
   Product            $65,238      75%    $62,607      77%          4%
   Support and
    services           21,309      25%     18,985      23%         12%
                      ------- --------    ------- --------
       Total revenue   86,547     100%     81,592     100%          6%

Cost of revenue:
   Cost of product     16,598      25% (a) 14,521      23% (a)     14%
   Cost of support                     (a)                 (a)
    and services        6,049      28%      5,649      30%          7%
                      ------- --------    ------- --------
       Total cost of
        revenue        22,647      26%     20,170      25%         12%

                      ------- --------    ------- --------
Gross profit           63,900      74%     61,422      75%          4%

Operating expenses:
   Sales and
    marketing          28,924      33%     28,354      35%          2%
   Research and
    development        11,151      13%     11,512      14%         -3%
   General and
    administrative      7,885       9%      7,684       9%          3%
   Other charges            -                   -
                      ------- --------    ------- --------
       Total
        operating
        expenses       47,960      55%     47,550      58%          1%

                      ------- --------    ------- --------
Operating income       15,940      18%     13,872      17%         15%

Other income, net       1,287       1%      1,472       2%        -13%

                      ------- --------    ------- --------
   Income before
    provision for
    income taxes       17,227      20%     15,344      19%         12%
   Provision for
    income taxes        6,236       7%      5,417       7%         15%

                      ------- --------    ------- --------
Net income            $10,991      13%    $ 9,927      12%         11%
                      ======= ========    ======= ========

Net income per share,
 basic                $  0.15             $  0.14
Net income per share,
 diluted              $  0.15             $  0.13

Shares used in
 computing basic net
 income per share      71,005              71,143
Shares used in
 computing diluted
 net income per share  74,472              74,610


(a) Cost of product and cost of support and services are reflected as
     percent of product and support and services revenues,
     respectively.
Riverbed Technology, Inc.
GAAP to Non-GAAP Reconciliation
In thousands, except per share amounts
Unaudited


                          Three months ended
                          September 30, 2008
                --------------------------------------
                     GAAP      Adjustments    Non-GAAP
                -------------- -----------    --------
Reconciliation
 of gross
 profit:
 Total revenue  $       86,547 $         -    $ 86,547
 Total cost of
  revenue               23,827     (1,180) (a)  22,647
                -------------- -----------    --------
   Gross profit $       62,720 $     1,180    $ 63,900
                ============== ===========    ========

Reconciliation
 of operating
 expenses:
 Sales and
  marketing     $       34,855 $   (5,931) (a)$ 28,924
 Research and
  development           14,582     (3,431) (a)  11,151
 General and
  administrative        10,419     (2,534) (a)   7,885
 Other charges          11,000    (11,000) (d)       -
                -------------- -----------    --------
   Total
    operating
    expenses    $       70,856 $  (22,896)    $ 47,960
                ============== ===========    ========

Reconciliation
 of operating
 income (loss),
 net income
 (loss) and net
 income (loss)
 per share:
 Operating
  income (loss) $      (8,136) $    24,076 (a)$ 15,940
 Income (loss)
  before
  provision for
  income taxes  $      (6,849) $    24,076 (a)$ 17,227
 Income tax
  provision     $        5,574 $       662 (b)$  6,236
 Net income
  (loss)        $     (12,423) $    23,414    $ 10,991
 Net income
  (loss) per
  share, basic  $       (0.17)                $   0.15
 Net income
  (loss) per
  share, diluted$       (0.17)                $   0.15

 Shares used in
  computing
  basic net
  income (loss)
  per share             71,005                  71,005
 Shares used in
  computing
  diluted net
  income (loss)
  per share             71,005       3,467 (c)  74,472


                           Nine months ended
                           September 30, 2008
                 --------------------------------------
                     GAAP      Adjustments    Non-GAAP
                 ------------- -----------    ---------
Reconciliation
 of gross
 profit:
 Total revenue   $     241,121  $        -    $ 241,121
 Total cost of
  revenue               65,304     (3,607) (a)   61,697
                 ------------- -----------    ---------
   Gross profit  $     175,817  $    3,607    $ 179,424
                 ============= ===========    =========

Reconciliation
 of operating
 expenses:
 Sales and
  marketing      $     100,992  $ (17,912) (a)$  83,080
 Research and
  development           43,278     (9,950) (a)   33,328
 General and
  administrative        29,925     (6,838) (a)   23,087
 Other charges          11,000    (11,000) (d)        -
                 ------------- -----------    ---------
   Total
    operating
    expenses     $     185,195  $ (45,700)    $ 139,495
                 ============= ===========    =========

Reconciliation
 of operating
 income (loss),
 net income
 (loss) and net
 income (loss)
 per share:
 Operating
  income (loss)  $     (9,378)  $   49,307 (a)$  39,929
 Income (loss)
  before
  provision for
  income taxes   $     (4,319)  $   49,307 (a)$  44,988
 Income tax
  provision      $       8,335  $    7,838 (b)$  16,173
 Net income
  (loss)         $    (12,654)  $   41,469    $  28,815
 Net income
  (loss) per
  share, basic   $      (0.18)                $    0.41
 Net income
  (loss) per
  share, diluted $      (0.18)                $    0.39

 Shares used in
  computing
  basic net
  income (loss)
  per share             70,915                   70,915
 Shares used in
  computing
  diluted net
  income (loss)
  per share             70,915       3,588 (c)   74,503


Use of Non-GAAP Financial Information:
 To supplement our condensed consolidated financial statements
  presented on a GAAP basis, Riverbed uses non-GAAP measures of
  operating results, net income (loss) and net income (loss) per
  share, which are adjusted to exclude stock-based compensation
  expense and payroll tax expense related to stock option exercises,
  other one time charges, exclude our tax valuation allowance and
  certain other extraordinary items from the tax rate, and to include
  dilutive shares where applicable. We believe these adjustments are
  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 Riverbed's underlying operating results and trends
  and our marketplace performance. The non-GAAP results are an
  indication of our baseline performance that are considered by
  management for the purpose of making operational decisions. In
  addition, these non-GAAP results are 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 net
  income (loss) or basic and diluted net income (loss) per share
  prepared in accordance with generally accepted accounting principles
  in the United States. Non-GAAP financial measures are not based on a
  comprehensive set of accounting rules or principles and are subject
  to limitations.


 GAAP to Non-GAAP Reconciliations:
 ---------------------------------------------------------------------
 (a) Stock-based compensation expense and payroll tax on stock option
  exercises


                --------------------------------------
                          Three months ended
                          September 30, 2008
                --------------------------------------

                               Payroll tax
                 Stock-based    on stock
                 compensation    option
                    expense     exercises      Total
                -------------- -----------    --------

 Cost of revenue $       1,179 $         1    $  1,180
 Sales and
  marketing              5,921          10       5,931
 Research and
  development            3,419          12       3,431
 General and
  administrative         2,512          22       2,534
                -------------- -----------    --------
                 $      13,031 $        45    $ 13,076
                ============== ===========    ========


                --------------------------------------
                          Nine months ended
                          September 30, 2008
                --------------------------------------

                               Payroll tax
                 Stock-based    on stock
                 compensation    option
                    expense     exercises      Total
                -------------- -----------    --------

 Cost of revenue $       3,601 $         6    $  3,607
 Sales and
  marketing             17,869          43      17,912
 Research and
  development            9,879          71       9,950
 General and
  administrative         6,808          30       6,838
                -------------- -----------    --------
                 $      38,157 $       150    $ 38,307
                ============== ===========    ========


 Excluded amount represents stock-based compensation expense. Stock-
  based compensation is a non-cash expense accounted for in accordance
  with the intrinsic value method under Accounting Principles Board
  No. 25 through December 31, 2005, and with the fair value
  recognition provisions of Statement of Financial Accounting
  Standards No. 123(R) effective January 1, 2006. While a large
  component of our expense, we believe investors want to exclude the
  effects of stock-based compensation expense in order to compare our
  financial performance with that of other companies and between time
  periods.

 ---------------------------------------------------------------------

 ---------------------------------------------------------------------
 (b) Income tax provision


                       Three months ended
                       September 30, 2008
                ---------------------------------

 GAAP provision
  for income
  taxes          $       5,574
 Effects of
  exclusion of
  stock-based
  compensation
  and valuation
  allowance                662

                --------------
 Non-GAAP
  provision for
  income taxes   $       6,236
                ==============



                       Nine months ended
                      September 30, 2008
                   -------------------------

 GAAP provision
  for income
  taxes            $     8,335
 Effects of
  exclusion of
  stock-based
  compensation
  and valuation
  allowance              7,838

                   -----------
 Non-GAAP
  provision for
  income taxes     $    16,173
                   ===========


 The non-GAAP tax rate excludes the effect of stock-based compensation
  expense as well as discrete tax benefits on stock option exercises.
  Additionally, the non-GAAP tax rate does not assume a full valuation
  allowance on our deferred tax assets.

----------------------------------------------------------------------


 (c) Non-GAAP diluted earnings per share and non-GAAP diluted weighted
  average shares outstanding were calculated excluding the effects of
  expensing stock options under SFAS 123(R).

 (d) Excluded amount represents litigation settlement.
Riverbed Technology, Inc.
GAAP to Non-GAAP Reconciliation
In thousands, except per share amounts
Unaudited


                 -------------------------------------
                          Three months ended
                          September 30, 2007
                 -------------------------------------
                     GAAP      Adjustments    Non-GAAP
                 ------------- -----------    --------
Reconciliation
 of gross
 profit:
 Total revenue   $      63,310 $         -    $ 63,310
 Total cost of
  revenue               18,140       (834) (a)  17,306
                 ------------- -----------    --------
   Gross profit  $      45,170 $       834    $ 46,004
                 ============= ===========    ========

Reconciliation
 of operating
 expenses:
 Sales and
  marketing      $      25,139 $   (4,621) (a)$ 20,518
 Research and
  development           10,890     (2,610) (a)   8,280
 General and
  administrative         7,177     (1,608) (a)   5,569
                 ------------- -----------    --------
   Total
    operating
    expenses     $      43,206 $   (8,839)    $ 34,367
                 ============= ===========    ========

Reconciliation
 of operating
 income, net
 income and net
 income per
 share:

 Operating
  income         $       1,964 $     9,673 (a)$ 11,637
 Net income      $       2,768 $     9,673    $ 12,441
 Net income per
  share, basic   $        0.04                $   0.18
 Net income per
  share, diluted $        0.04                $   0.17

 Shares used in
  computing
  basic net
  income per
  share                 69,069                  69,069
 Shares used in
  computing
  diluted net
  income per
  share                 74,360         642 (b)  75,002



                 -------------------------------------
                           Nine months ended
                          September 30, 2007
                 -------------------------------------
                     GAAP      Adjustments    Non-GAAP
                 ------------- -----------    --------
Reconciliation
 of gross
 profit:
 Total revenue   $     160,096 $         -    $160,096
 Total cost of
  revenue               47,052     (1,868) (a)  45,184
                 ------------- -----------    --------
   Gross profit  $     113,044 $     1,868    $114,912
                 ============= ===========    ========

Reconciliation
 of operating
 expenses:
 Sales and
  marketing      $      63,035 $  (11,052) (a)$ 51,983
 Research and
  development           27,384     (6,144) (a)  21,240
 General and
  administrative        16,814     (3,711) (a)  13,103
                 ------------- -----------    --------
   Total
    operating
    expenses     $     107,233 $  (20,907)    $ 86,326
                 ============= ===========    ========

Reconciliation
 of operating
 income, net
 income and net
 income per
 share:

 Operating
  income         $       5,811 $    22,775 (a)$ 28,586
 Net income      $       9,971 $    22,775    $ 32,746
 Net income per
  share, basic   $        0.15                $   0.49
 Net income per
  share, diluted $        0.14                $   0.45

 Shares used in
  computing
  basic net
  income per
  share                 67,397                  67,397
 Shares used in
  computing
  diluted net
  income per
  share                 72,934         506 (b)  73,440



 GAAP to Non-GAAP Reconciliations:
 ---------------------------------------------------------------------
 (a) Stock-based compensation expense and payroll tax on stock option
  exercises


                 -------------------------------------
                          Three months ended
                          September 30, 2007
                 -------------------------------------

                 ------------- -----------    --------
                               Payroll tax
                 Stock-based    on stock
                  compensation   option
                    expense     exercises      Total
                 ------------- -----------    --------

 Cost of revenue $         833 $         1    $    834
 Sales and
  marketing              4,455         166       4,621
 Research and
  development            2,511          99       2,610
 General and
  administrative         1,564          44       1,608
                 ------------- -----------    --------
                 $       9,363 $       310    $  9,673
                 ============= ===========    ========


                 -------------------------------------
                           Nine months ended
                          September 30, 2007
                 -------------------------------------

                 ------------- -----------    --------
                               Payroll tax
                 Stock-based    on stock
                  compensation   option
                    expense     exercises      Total
                 ------------- -----------    --------

 Cost of revenue $       1,866 $         2    $  1,868
 Sales and
  marketing             10,741         311      11,052
 Research and
  development            5,958         186       6,144
 General and
  administrative         3,614          97       3,711
                 ------------- -----------    --------
                 $      22,179 $       596    $ 22,775
                 ============= ===========    ========


 Excluded amount represents stock-based compensation expense. Stock-
  based compensation is a non-cash expense accounted for in accordance
  with the intrinsic value method under Accounting Principles Board
  No. 25 through December 31, 2005, and with the fair value
  recognition provisions of Statement of Financial Accounting
  Standards No. 123(R) effective January 1, 2006. While a large
  component of our expense, we believe investors want to exclude the
  effects of stock-based compensation expense in order to compare our
  financial performance with that of other companies and between time
  periods.

 ---------------------------------------------------------------------

 (b) Non-GAAP diluted earnings per share and non-GAAP diluted weighted
  average shares outstanding were calculated excluding the effects of
  expensing stock options under SFAS 123(R).
Riverbed Technology, Inc.
GAAP to Non-GAAP Reconciliation
In thousands, except per share amounts
Unaudited

                                 -------------------------------------
                                          Three months ended
                                             June 30, 2008
                                 -------------------------------------
                                     GAAP      Adjustments    Non-GAAP
                                 ------------- -----------    --------
Reconciliation of gross profit:
 Total revenue                   $      81,592 $         -     $81,592
 Total cost of revenue                  21,531     (1,361) (a) $20,170
                                 ------------- -----------    --------
   Gross profit                  $      60,061 $     1,361     $61,422
                                 ============= ===========    ========

Reconciliation of operating
 expenses:
 Sales and marketing             $      34,930 $   (6,576) (a) $28,354
 Research and development               15,088     (3,576) (a) $11,512
 General and administrative             10,133     (2,449) (a) $ 7,684
                                 ------------- -----------    --------
   Total operating expenses      $      60,151 $  (12,601)     $47,550
                                 ============= ===========    ========

Reconciliation of operating income, net income
 and net income per share:

 Operating income (loss)         $        (90) $    13,962 (a) $13,872
 Income before provision for                               (a)
  income taxes                   $       1,382 $    13,962     $15,344
 Income tax provision            $       2,251 $     3,166 (b) $ 5,417
 Net income                      $       (869) $    10,796     $ 9,927
 Net income per share, basic     $      (0.01)                 $  0.14
 Net income per share, diluted   $      (0.01)                 $  0.13

 Shares used in computing basic
  net income per share                  71,143                  71,143
 Shares used in computing diluted
  net income per share                  71,143       3,467 (c)  74,610

 GAAP to Non-GAAP
  Reconciliations:
 ---------------------------------------------------------------------
 (a) Stock-based compensation expense and payroll tax on
  stock option exercises

                                               Payroll tax
                                  Stock-based   on stock
                                 compensation    option
                                    expense     exercises      Total
                                 ------------- -----------    --------

 Cost of revenue                 $       1,356 $         5     $ 1,361
 Sales and marketing                     6,559          17       6,576
 Research and development                3,559          17       3,576
 General and administrative              2,444           5       2,449
                                 ------------- -----------    --------
                                 $      13,918 $        44     $13,962
                                 ============= ===========    ========

 Excluded amount represents stock-based compensation expense. Stock-
  based compensation is a non-cash expense accounted for in accordance
  with the intrinsic value method under Accounting Principles Board
  No. 25 through December 31, 2005, and with the fair value
  recognition provisions of Statement of Financial Accounting
  Standards No. 123(R) effective January 1, 2006. While a large
  component of our expense, we believe investors want to exclude the
  effects of stock-based compensation expense in order to compare our
  financial performance with that of other companies and between time
  periods.



 ---------------------------------------------------------------------

 ---------------------------------------------------------------------
 (b) Income tax provision


 GAAP provision for income taxes $       2,251
 Effects of exclusion of stock-
  based compensation and
  valuation allowance                    3,166

                                 -------------
 Non-GAAP provision for income
  taxes                          $       5,417
                                 =============

 The non-GAAP tax rate excludes the effect of stock-based compensation
  expense as well as discrete tax benefits on stock option exercises.
  Additionally, the non-GAAP tax rate does not assume a full valuation
  allowance on our deferred tax assets.

 ---------------------------------------------------------------------

 (c) Non-GAAP diluted earnings per share and non-GAAP diluted weighted
  average shares outstanding were calculated excluding the effects of
  expensing stock options under SFAS 123(R).
Riverbed Technology, Inc.
Supplemental Financial Information
In thousands
Unaudited


Revenue by Geography
                              ----------------------------------------
                               Q3-07   Q4-07   Q1-08   Q2-08   Q3-08
                              ----------------------------------------

 Customers within the United
  States                      $38,736 $46,973 $40,502 $47,596 $54,289
 Customers within Europe,
  Middle East and Africa       12,661  15,670  19,623  19,270  20,476
 Customers within the rest of
  the world                    11,913  13,667  12,857  14,726  11,782
                              ----------------------------------------
      Total revenue           $63,310 $76,310 $72,982 $81,592 $86,547
                              ========================================

 As a percentage of total
  revenues:
 Customers within the United
  States                           61%     62%     55%     58%     63%
 Customers within Europe,
  Middle East and Africa           20%     21%     27%     24%     24%
 Customers within the rest of
  the world                        19%     17%     18%     18%     13%
                              ----------------------------------------
      Total revenue               100%    100%    100%    100%    100%
                              ========================================

Revenue by Sales Channel
                              ----------------------------------------
                               Q3-07   Q4-07   Q1-08   Q2-08   Q3-08
                              ----------------------------------------

 Direct                       $ 7,516 $ 9,251 $ 8,063 $ 7,290 $ 5,649
 Indirect                      55,794  67,059  64,919  74,302  80,898
                              ----------------------------------------
      Total revenue           $63,310 $76,310 $72,982 $81,592 $86,547
                              ========================================

 As a percentage of total
  revenues:
 Direct                            12%     12%     11%      9%      7%
 Indirect                          88%     88%     89%     91%     93%
                              ----------------------------------------
      Total revenue               100%    100%    100%    100%    100%
                              ========================================
Riverbed Technology, Inc.
Condensed Consolidated Balance Sheets
In thousands

                                            September 30, December 31,
                                                2008          2007
                                            ------------- ------------
                                             (unaudited)
                   ASSETS
Current assets:
 Cash and cash equivalents                  $    117,324  $   162,979
 Marketable securities                           164,180       83,103
 Trade receivables, net                           43,245       50,072
 Other receivables                                 1,022        1,273
 Inventory                                        13,796        9,413
 Prepaid expenses and other current assets        10,396        5,136
                                            ------------- ------------
    Total current assets                         349,963      311,976
                                            ------------- ------------

Fixed assets, net                                 21,614       18,826
Other assets                                       9,146        6,800

                                            ------------- ------------
    Total assets                            $    380,723  $   337,602
                                            ============= ============



    LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable                           $     18,539  $    20,325
 Accrued compensation and related benefits        13,029       14,290
 Other accrued liabilities                        27,469        9,381
 Deferred revenue                                 40,451       26,845
                                            ------------- ------------
    Total current liabilities                     99,488       70,841
                                            ------------- ------------

Deferred revenue non-current                       9,836        6,634
Other long-term liabilities                          302          409
                                            ------------- ------------
    Total long-term liabilities                   10,138        7,043
                                            ------------- ------------


Stockholders' equity:
 Common stock and additional paid-in-capital     318,067      295,487
 Deferred stock-based compensation                (1,469)      (3,287)
 Accumulated deficit                             (45,189)     (32,535)
 Accumulated other comprehensive loss               (312)          53
                                            ------------- ------------
 Total stockholders' equity                      271,097      259,718
                                            ------------- ------------


                                            ------------- ------------
 Total liabilities and stockholders' equity $    380,723  $   337,602
                                            ============= ============
Riverbed Technology, Inc.
Condensed Consolidated Statements of Cash Flows
In thousands
Unaudited

                                                   Nine months ended
                                                     September 30,
                                                  --------------------
                                                     2008      2007
                                                  ---------- ---------
Operating activities:
 Net income (loss)                                $ (12,654) $  9,971
 Adjustments to reconcile net income (loss) to
  net cash provided by operating activities:
   Depreciation and amortization                      7,338     3,418
   Stock-based compensation                          38,157    22,179
   Provision for inventory                            4,797       935
   Excess tax benefit from employee stock plans      (1,427)        -
 Changes in operating assets and liabilities:
   Trade receivables                                  5,521   (19,645)
   Inventory                                        (12,517)   (5,394)
   Prepaid expenses and other assets                 (5,065)     (174)
   Accounts payable and other current liabilities    16,102    12,139
   Income taxes payable                               4,762     2,645
   Deferred revenue                                  17,385     9,051
                                                  ---------- ---------
     Net cash provided by operating activities       62,399    35,125

Investing activities:
   Capital expenditures                             (10,761)   (5,707)
   Purchase of available for sale securities       (121,077)  (69,132)
   Proceeds from sales and maturities of available
    for sale securities                              39,803    10,980
   Increase in other assets                          (1,404)   (2,100)
                                                  ---------- ---------
     Net cash used in investing activities          (93,439)  (65,959)

Financing activities:
   Proceeds from public offering, net of expenses         -    87,681
   Proceeds from issuance of common stock under
    employee stock plans, net of repurchases          9,119     7,094
   Payments for repurchases of common stock         (24,992)        -
   Excess tax benefit from employee stock plans       1,427         -
                                                  ---------- ---------
     Net cash provided by (used in) financing
      activities                                    (14,446)   94,775
Effect of exchange rate changes on cash and cash
 equivalents                                           (169)       74
                                                  ---------- ---------
Net increase (decrease) in cash and cash
 equivalents                                        (45,655)   64,015
Cash and cash equivalents at beginning of period    162,979   105,330

                                                  ---------- ---------
Cash and cash equivalents at end of period        $ 117,324  $169,345
                                                  ========== =========
Source: Riverbed Technology
		
  

MEDIA CONTACT
Kristalle Ward
Riverbed Technology
415-247-8140
Kristalle.Ward@riverbed.com

INVESTOR RELATIONS CONTACT
Renee Lyall
Riverbed Technology
415-247-6353
Renee.Lyall@riverbed.com

###

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