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Press Release

Atheros Announces Record Revenue and Operating Income for Q1 2006

Santa Clara, Calif. – April 24, 2006 – Atheros Communications, Inc. (NASDAQ: ATHR), a leading developer of advanced wireless solutions, today announced financial results for the first quarter of 2006, ended March 31, 2006.

Revenue in the first quarter was a record $61.1 million, up 15 percent from the $53.1 million reported in the fourth quarter of 2005 and up 48 percent from the $41.2 million reported in the first quarter of 2005.

In accordance with U.S. generally accepted accounting principles (GAAP), the company recorded first quarter net income of $6.8 million or $0.13 per diluted share.  This compares with a GAAP net income of $13.1 million or $0.24 per diluted share in the fourth quarter of 2005, and $1.7 million or $0.03 per diluted share in the first quarter of 2005.  First quarter 2006 GAAP results include stock-based compensation, the cumulative effect of accounting change from the adoption of FAS 123R and the tax benefit due to the partial release of the deferred tax asset valuation allowance.

Total cash and investments increased $12.1 million during the quarter to $185.7 million at March 31, 2006.

Atheros reports operating income, net income and basic and diluted net income per share in accordance with GAAP and additionally on a non-GAAP basis.  Non-GAAP net income excludes the effect of the amortization of stock-based compensation, the cumulative effect of accounting change due to the adoption of FAS 123R and the tax benefit due to the partial release of the deferred tax asset valuation allowance.  A reconciliation of GAAP to non-GAAP condensed consolidated statements of operations is presented in the financial statements portion of this release.

Non-GAAP gross margins in the first quarter were 48.4 percent, above the company’s target range of 43 to 45 percent, compared with 46.7 percent in the fourth quarter of 2005, and 44.5 percent in the first quarter of 2005. Non-GAAP operating income was 14 percent, compared with 10 percent in the fourth quarter of 2005, and 4 percent in the first quarter of 2005. In the first quarter of 2006, non-GAAP net income was $7.9 million or $0.14 per diluted share, compared with non-GAAP net income of $5.9 million or $0.11 per diluted share in the fourth quarter of 2005, and $2.1 million or $0.04 per diluted share in the first quarter of 2005.

“We are very pleased to report the highest revenue and operating income in the history of our company,” said Craig Barratt, president and CEO of Atheros. “Our core WLAN business continued to be strong, especially in the PC OEM market.  We are shipping our 802.11n products in volume with multiple customers, and we expect to see significant growth in the .11n space over the next several quarters as customers make more end-products available.

 “As we had expected, our initial partner in the PAS market, UTStarcom, became a greater than 10 percent customer in the quarter, as sales of our single-chip PAS solution continued to increase significantly,” Dr. Barratt said.

In March, the FCC approved additional 5GHz bands for wireless LAN products, increasing the number of channels available from 13 to 24.  “Given Atheros’ deep experience and technical leadership in the 5GHz band, we expect a growing number of customers to seek Atheros’ dual-band solutions for 802.11n to optimize the new standard’s performance capacity,” he said.

The company shipped a record 9.6 million chipsets in the first quarter, compared with 7.7 million chipsets in the fourth quarter of 2005.

Acquisition of ZyDAS Technology Corporation

In a separate release today, Atheros announced it has signed a definitive agreement to acquire ZyDAS Technology Corporation, a privately held Taiwan-based fabless IC design company, specializing in high-performance WLAN USB solutions.

“This acquisition creates a rich set of new opportunities in WLAN USB and potentially other markets, and significantly increases our presence in Hsinchu Science Park, which is close to many of our customers and offers a favorable cost structure,” Dr. Barratt said.   “We are happy to welcome to the Atheros family the more than 70 ZyDAS employees, who will form the basis of our new Taiwan R&D center.”

Q1 Highlights:

  • Atheros announced the first draft 802.11n wireless LAN solution, XSPAN™, including the world’s only single-chip triple-radio RF design, and is currently shipping in volume to D-Link and other leading customers.

  • Atheros announced that UTStarcom has expanded its portfolio of PAS handsets based on Atheros’ AR1900 single-chip solution, with handsets ranging from the ultra low-cost UT117 to the feature-rich UT619.

  • Atheros announced its collaboration with QUALCOMM to develop interoperability between Atheros’ highly integrated, single-chip Radio-on-Chip for Mobile™ (ROCm) solution and select QUALCOMM Mobile Station Modem™ chipsets. The combined solutions will enable cellular devices to support a new level of 802.11g and 802.11a/g wireless LAN technology that addresses the growing demand for data-intensive products, such as advanced mobile handsets.

  • Atheros announced it had shipped more than 50 million wireless chipsets as of January 2006, solidifying its position as the wireless market’s leader in performance and integration.

Conference Call

Atheros will broadcast its first quarter 2006 financial results conference call today, Monday, April 24, 2006, at 2 p.m. Pacific time (5 p.m. Eastern time).

To listen to the call, please dial (210) 234-0003 approximately 10 minutes prior to the start time.  The pass code is Atheros.  A taped replay will be available approximately one hour after the conclusion of the call and will remain available for one week. To access the replay, dial (203) 369-3401.

The Atheros financial results conference call will be available via a live webcast on the investor relations section of the Atheros website at www.atheors.com.   Please access the website approximately 15 minutes prior to the start of the call to download and install any necessary audio software.  An archived webcast replay of the call will be available on the web site for one year.

About Atheros Communications, Inc.

Atheros Communications is a leading developer of semiconductor system solutions for wireless communications products. Atheros combines its wireless systems expertise with high-performance radio frequency (RF), mixed signal and digital semiconductor design skills to provide highly integrated chipsets that are manufacturable on low-cost, standard complementary metal-oxide semiconductor (CMOS) processes. Atheros technology is being used by a broad base of leading customers, including personal computer, networking equipment and handset manufacturers. For more information, please visit www.atheros.com or send email to info@atheros.com

NOTE:  Atheros, the Atheros logo, ROCm and XSPAN are trademarks of Atheros Communications, Inc.

Note on Forward-Looking Statements

Except for the historical information contained herein, the matters set forth in this press release, including the anticipated growth of the 802.11n market and Atheros’ success in this market; the anticipated increase in sales of Atheros’ PAS product; the expected benefits of our collaboration with QUALCOMM; and the expected benefits of the acquisition of ZyDAS, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, including, but not limited to, the impacts of competition, technological advances and pricing pressures; general economic conditions; variability in the quarterly operating results of Atheros and its customers; difficulties in the development of new products and technologies, and in particular Atheros’ 802.11n products; potential unforeseen defects in our 802.11n products that may become apparent upon volume production; manufacturing difficulties; whether Atheros is successful in marketing its products; whether Atheros successfully completes the ZyDAS acquisition and is able to integrate ZyDAS and its products with Atheros and its products, and other risks detailed in Atheros’ Annual Report on Form 10-K for the year ended December 31, 2005 as filed with the Securities and Exchange Commission, and in other reports filed with the SEC by Atheros from time to time. These forward-looking statements speak only as of the date hereof.  Atheros disclaims any obligation to update these forward-looking statements.

– Summary Financial Data PDF Link –

For analyst inquires contact: Jack Lazar, Chief Financial Officer for Atheros Communications, Inc., +1-408-773-5200; or Deborah Stapleton of Stapleton Communications, Inc., +1-650-470-0200, for Atheros

For press contact: Susan Lansing, 408-773-5216, susan@atheros.com, or Greg Wood, A&R Partners, 650-762-2838, gwood@arpartners.com

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