exhibit_1-1.htm

Exhibit 1.1

CONTACTS

Chief Financial Officer

Meir Moshe

+972-3766-8610

Corporate Media Relations

Brian Gallagher

+1 201-785-3206

briang@radware.com

Radware Ltd. Announces Second Quarter 2014 Results

* Record Quarterly Revenues of $53.1 Million

* Quarterly Non-GAAP EPS $0.18

TEL AVIV, ISRAEL: July 24, 2014 — Radware® (NASDAQ: RDWR), a global leader of application delivery and application security solutions for virtual and cloud data centers, today reported record quarterly revenues of $53.1 million for the second quarter of 2014. This represents an increase of 13% compared with revenues of $46.8 million for the second quarter of 2013.

Net income on a GAAP basis for the second quarter of 2014 was $3.9 million or $0.08 per diluted share, compared with net income of $4.9 million or $0.11 per diluted share for the second quarter of 2013.

Net income on a Non-GAAP basis for the second quarter of 2014 was $8.2 million or $0.18 per diluted share, compared with net income of $7.1 million or $0.15 per diluted share for the second quarter of 2013.

During the second quarter of 2014, the company generated cash in the amount of approximately $11.5 million and after utilizing an amount of approximately $5.6 million for the repurchase of shares, the company’s overall cash position including cash, short-term and long term bank deposits and marketable securities amounted to $309.4 million.

“Our strong second quarter was fueled by continued improvement in our international business, says Roy Zisapel, president and chief executive officer, Radware.” We are optimistic about our ability to continue revenue growth of our application delivery and application security solutions, leveraging their strategic role in the ongoing operations of our customers’ data centers and mission critical applications.

During the second quarter of 2014, Radware released the following significant announcements:

Radware’s Attack Mitigation System Selected by Xand to Help Prevent Downtime for Cloud and Colocation Hosted Applications

Radware to Discuss Neurological Impact of Slow Web Performance and Web Performance Optimization During Velocity Santa Clara

Radware 2Q14 Earnings Press Release

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Radware Selected by M1 to Deliver Mission Critical Website Protection

Radware Receives Multi-Million Cyber-Attack Mitigation Contract from Global Cloud Provider

Radware Integrates Service Security with Cisco Application Centric Infrastructure

Radware Selected by China Union Pay to Improve Website Performance and Customer Experience

Radware Announces a New $40 Million Share Buyback Plan

Company management will host a quarterly investor conference call at 8:45am ET on July 24, 2014. The call will focus on financial results for the quarter ending June 30, 2014 and other matters related to the Company’s business.

The conference call will be webcast on July 24, 2014 at 8:45am ET in the “listen only” mode via the Internet at: http://www.radware.com/IR/ and will be available for replay during the next 30 days.

Please use the following dial-in numbers to participate in the second quarter 2014 call:

Participants in the US call: Toll Free 1 (800) 230-1096

International participants call: +1- 612 288-0329

Conference ID: 330887

About Radware

Radware (NASDAQ: RDWR), is a global leader of application delivery and application security solutions for virtual and cloud data centers. Its award-winning solutions portfolio delivers full resilience for business-critical applications, maximum IT efficiency, and complete business agility. Radware’s solutions empower more than 10,000 enterprise and carrier customers worldwide to adapt to market challenges quickly, maintain business continuity and achieve maximum productivity while keeping costs down. For more information, please visit www.radware.com.

Radware encourages you to join our community and follow us on: Facebook, Google+, LinkedIn, Radware Blog, SlideShare, Twitter, YouTube, Radware Connect app for iPhone® and our security center DDoSWarriors.com that provides a comprehensive analysis on DDoS attack tools, trends and threats.

©2014 Radware, Ltd. All rights reserved. Radware and all other Radware product and service names are registered trademarks or trademarks of Radware in the U.S. and other countries. All other trademarks and names are property of their respective owners.

Radware 2Q14 Earnings Press Release

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Use of Non-GAAP Financial Information

In addition to reporting financial results in accordance with generally accepted accounting principles (GAAP), Radware uses non-GAAP measures of net income and earnings per share, which are adjustments from results based on GAAP to exclude stock-based compensation expenses, in accordance with ASC No. 718, amortization of intangible assets, litigation costs and exchange rate differences, net on balance sheet items included in finance income. Such exchange rate differences may vary from period to period due to changes in exchange rates driven by general market conditions or other circumstances outside of the normal course of Radware's operations. Management believes that exclusion of these charges allows comparisons of operating results that are consistent across past, present and future periods. Radware’s management believes the non-GAAP financial information provided in this release is useful to investors for the purpose of understanding and assessing Radware’s ongoing operations. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for results prepared in accordance with GAAP. A reconciliation of the non-GAAP financial measures discussed in this press release, to the most directly comparable GAAP financial measures, is included with the financial information contained in this press release. Management uses both GAAP and non-GAAP information in evaluating and operating business internally and, as such, has determined that it is important to provide this information to investors.

This press release may contain statements concerning Radware’s future prospects that are “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. Statements preceded by, followed by, or that otherwise include the words "believes", "expects", "anticipates", "intends", "estimates", "plans", and similar expressions or future or conditional verbs such as "will", "should", "would", "may" and "could" are generally forward-looking in nature and not historical facts. These statements are based on current expectations and projections that involve a number of risks and uncertainties. There can be no assurance that future results will be achieved, and actual results could differ materially from forecasts and estimates. These risks and uncertainties, as well as others, are discussed in greater detail in Radware’s Annual Report on Form 20-F and Radware’s other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date on which they are made and Radware undertakes no commitment to revise or update any forward-looking statement in order to reflect events or circumstances after the date any such statement is made. Radware’s public filings are available from the Securities and Exchange Commission’s website at www.sec.gov or may be obtained on Radware’s website at www.radware.com.

Radware 2Q14 Earnings Press Release

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Condensed Consolidated Balance Sheets
(U.S. Dollars in thousands)

	December 31, 2013			June 30, 2014
	(Audited)			(Unaudited)
Current assets
Cash and cash equivalents		20,067			20,062
Available-for-sale marketable securities		30,372			36,434
Short-term bank deposits		84,387			108,316
Trade receivables, net		24,911			18,360
Other receivables and prepaid expenses		6,323			9,657
Inventories		14,190			14,976
		180,250			207,805

Available-for-sale marketable securities		113,377			124,028
Long-term bank deposits		37,497			20,590
Severance pay funds		3,319			3,316
		154,193			147,934

Property and equipment, net		17,523			17,858
Intangible assets, net		5,070			4,180
Other assets		1,629			1,697
Goodwill		30,069			30,069

Total assets		388,734			409,543

Current liabilities
Trade payables		8,798			8,609
Deferred revenues, other payables and accrued expenses		57,906			65,195
		66,704			73,804

Long-term liabilities		27,910			30,120

Shareholders’ equity
Share capital		611			620
Additional paid-in capital		262,809			272,114
Accumulated other comprehensive income		1,733			1,522
Treasury stock, at cost		(25,984	)		(31,618	)
Retained earnings		54,951			62,981
Total shareholders’ equity		294,120			305,619

Total liabilities and shareholders' equity		388,734			409,543

Radware 2Q14 Financials

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Condensed Consolidated Statements of Income
(U.S. Dollars in thousands, except share and per share data)

	For the Three months ended June 30,						For the Six months ended June 30,
	2013			2014			2013			2014
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

Revenues		46,822			53,055			91,948			104,065
Cost of revenues		8,936			9,766			17,516			19,212
Gross profit		37,886			43,289			74,432			84,853
Operating expenses:
Research and development, net		10,244			10,972			20,113			21,530
Selling and marketing		20,419			23,092			39,959			45,504
General and administrative		2,791			5,330			5,801			10,332
Total operating expenses		33,454			39,394			65,873			77,366
Operating income		4,432			3,895			8,559			7,487
Financial income, net		1,235			1,407			2,350			2,952
Income before taxes on income		5,667			5,302			10,909			10,439
Taxes on income		(722	)		(1,355	)		(1,478	)		(2,409	)
Net Income		4,945			3,947			9,431			8,030

Basic net earnings per share	$	0.11		$	0.09		$	0.21		$	0.18
Weighted average number of shares used to compute basic net earnings per share		44,828,701			45,075,338			44,728,138			45,009,869

Diluted net earnings per share	$	0.11		$	0.08		$	0.20		$	0.17
Weighted average number of shares used to compute diluted net earnings per share		46,689,174			46,750,581			46,848,299			46,810,391

Radware 2Q14 Financials

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Reconciliation of Supplemental Financial Information
(U.S. Dollars in thousands, except share and per share data)

	For the Three months ended June 30,				For the Six months ended June 30,
	2013 (Unaudited)		2014 (Unaudited)		2013 (Unaudited)		2014 (Unaudited)
GAAP net Income		4,945		3,947		9,431		8,030
Stock-based compensation expenses, included in:
Cost of revenues		12		16		26		26
Research and development, net		402		287		673		546
Selling and marketing		640		717		1,247		1,311
General and administrative		258		731		492		1,399
		1,312		1,751		2,438		3,282
Amortization of intangible assets included in:
Cost of revenues		550		245		1,066		564
Selling and marketing		249		163		459		326
		799		408		1,525		890
Exchange rate differences, net on balance sheet items included in finance expenses		63		91		279		(40	)

Acquisition related expenses		-		-		485		-
Litigation Costs		-		2,031		-		3,850
Non-GAAP net income		7,119		8,228		14,158		16,012

Non-GAAP diluted net earnings per share	$	0.15	$	0.18	$	0.30	$	0.34
Weighted average number of shares used to compute Non-GAAP diluted net earnings per share		46,689,174		46,750,581		46,848,299		46,810,391

Radware 2Q14 Financials

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