Netezza 8-K/A Financial Statements and Exhibits

Exhibit 99.2

Netezza Corporation

Unaudited Pro Forma Condensed Consolidated Financial Statements

On February 18, 2009, Netezza Corporation (“Netezza”) acquired all the outstanding capital stock of Tizor Systems, Inc., a provider of advanced enterprise data auditing and protection solutions for the data center (“Tizor”), pursuant to an Agreement and Plan of Merger dated as of February 18, 2009 (the “Merger Agreement”) by and among Netezza, Netezza Holding Corp., a wholly owned subsidiary of Netezza, Tizor and Longworth Venture Partners II-A, L.P., as Indemnification Representative, by which Netezza Holding Corp. merged with and into Tizor, with Tizor continuing as the surviving corporation and a wholly owned subsidiary of Netezza (the “Merger”).

Pursuant to the Merger Agreement, Netezza paid approximately $3.1 million in cash for all of the outstanding capital stock of Tizor and in satisfaction of certain other merger-related obligations of Tizor. Of the consideration, a total of approximately $435,000 was placed into escrow to secure indemnification obligations under the Merger Agreement and for employee retention payments.

The purchase price allocation is preliminary because final analyses of the intangible assets, net deferred tax assets and deferred revenue are not yet complete. A final determination of required purchase accounting adjustments will be made upon the receipt of information required to complete Netezza’s analyses, which is expected to occur during the three-month period ending July 31, 2009. Adjustments to the purchase price allocation are not expected to be material.

For purposes of preparing the unaudited pro forma condensed consolidated financial statements, the historical financial information for Netezza is based on its fiscal year ended January 31, 2009. The historical financial information for Tizor is based on its fiscal year ended December 31, 2008. The unaudited pro forma condensed consolidated balance sheet presented herein includes the balance sheet of Netezza as of January 31, 2009 and the balance sheet of Tizor as of December 31, 2008. The unaudited pro forma condensed consolidated balance sheet combines the unaudited condensed balance sheets of Netezza and Tizor and gives effect to the Merger as if it had been completed as of January 31, 2009. The unaudited pro forma condensed combined statement of operations for the year ended January 31, 2009 combined the historical results of Netezza and Tizor and give effect to the Merger as if it had occurred on February 1, 2008.

The unaudited pro forma adjustments are based upon available information and assumptions that Netezza believes are reasonable. The unaudited pro forma condensed consolidated financial statements and related notes thereto should be read in conjunction with Netezza’s historical consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended January 31, 2009, filed with the Securities and Exchange Commission (“SEC”) on March 26, 2009. In addition, this unaudited condensed consolidated pro forma information should be read in conjunction with the historical consolidated financial statements of Tizor included within this Amendment No. 1 to Current Report on Form 8-K.

These unaudited condensed consolidated pro forma financial statements are prepared for informational purposes only in accordance with Article 11 of Regulation S-X and are not necessarily indicative of future results or of actual results that would have been achieved had the acquisition of Tizor been consummated (i) as of February 1, 2008 for the unaudited condensed consolidated pro forma statement of operations and (ii) as of January 31, 2009 for the unaudited condensed consolidated pro forma balance sheet. The unaudited pro forma financial statements do not give effect to any cost savings or incremental costs that may result from the integration of Netezza and Tizor.

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NETEZZA CORPORATION
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JANUARY 31, 2009
(IN THOUSANDS)

	Netezza			Tizor
	January 31, 2009			December 31,			Pro Forma			Pro Forma
	As Reported			2008			Adjustments			Combined
ASSETS
Current assets
Cash and cash equivalents	$	111,635		$	1,486		$	(3,139)	A	$	109,982
Accounts receivable		34,457			215			—			34,672
Inventory		18,409			60			—			18,469
Deferred tax assets, net		12,723			—			—			12,723
Restricted cash		379			35			—			414
Prepaid expenses and other current assets		3,160			106			135	B		3,401
Total current assets		180,763			1,902			(3,004	)		179,661
Property and equipment, net		9,586			161			—			9,747
Deferred tax assets, net		9,415			—			—			9,415
Goodwill		2,000			—						2,000
Intangible assets, net		2,935			—			2,160	D		5,095
Long-term marketable securities		49,222			—			—			49,222
Restricted cash		739			45			—			784
Other long-term assets		4,199			21			—			4,220
Total assets	$	258,859		$	2,129		$	(844	)	$	260,144
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	8,424		$	58		$	—		$	8,482
Accrued expenses		6,301			230			250	E		6,781
Accrued compensation and benefits		6,352			165			—			6,517
Deferred rent		—			94			(94)	H		—
Current portion of deferred revenue		46,356			356			(243)	F		46,469
Total current liabilities		67,433			903			(87	)		68,249
Long-term deferrred revenue		11,979			160			(110)	F		12,029
Redeemable convertible preferred stock warrants		—			289			(289)	G		—
Other long-term liabilities		2,825			—			—			2,825
Total long-term liabilities		14,804			449			(399	)		14,854
Total liabilities		82,237			1,352			(486	)		83,103
Redeemable convertible preferred stock		—			26,817			(26,817	) I		—
Stockholders’ equity
Common stock		60			1			(1)	I		60
Treasury stock, at cost		(14	)		—			—			(14	)
Additional paid-in-capital		228,658			—			—			228,658
Accumulated other comprehensive loss		(4,461	)		—			—			(4,461	)
Accumulated deficit		(47,621	)		(26,041	)		26,041	I		(47,202	)
								419	C
Total stockholders’ equity		176,622			(26,040	)		26,459			177,041
Total liabilities, redeemable convertible preferred stock and stockholders’ equity	$	258,859		$	2,129		$	(844	)	$	260,144

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

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NETEZZA CORPORATION
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED JANUARY 31, 2009
(IN THOUSANDS, EXCEPT PER SHARE DATA)

	Netezza
	Fiscal year ended			Tizor
	January 31, 2009			Fiscal year ended			Pro Forma			Pro Forma
	As Reported			December 31, 2008			Adjustments			Combined
Revenue
Product	$	143,463		$	1,596		$	—		$	145,059
Services		44,306			356			—			44,662
Total revenue		187,769			1,952			—			189,721
Cost of revenue
Product		57,350			220						57,570
Services		12,211			215			382	D		12,808
Total cost of revenue		69,561			435			382			70,378
Gross margin		118,208			1,517			(382	)		119,343
Operating expenses
Sales and marketing		58,429			2,933			50	D		61,412
Research and development		32,557			2,577			—			35,134
General and administrative		14,633			1,677			—			16,310
Total operating expenses		105,619			7,187			50			112,856
Operating income (loss)		12,589			(5,670	)		(432	)		6,487
Interest income		4,045			133			(85	)A		4,093
Interest expense		40			21			—			61
Other income (expense), net		(495	)		(58	)		58	G		(495	)
Income (loss) before income tax benefit (expense)	$	16,099		$	(5,616	)	$	(459	)	$	10,024
Income tax benefit		15,420			—			—			15,420
Net income (loss)	$	31,519		$	(5,616	)	$	(459	)	$	25,444
Net income per share
Basic	$	0.53								$	0.43
Diluted	$	0.50								$	0.41
Weighted average common shares outstanding - basic and diluted
Basic		58,939									58,939
Diluted		62,765									62,765

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

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NETEZZA CORPORATION

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

1 — Basis of Pro Forma Presentation

     For purposes of preparing the unaudited pro forma condensed consolidated financial statements, the historical financial information for Netezza is based on its fiscal year ended January 31, 2009. The historical financial information for Tizor is based on its fiscal year ended December 31, 2008. The unaudited pro forma condensed consolidated balance sheet presented herein includes the balance sheet of Netezza as of January 31, 2009 and the balance sheet of Tizor as of December 31, 2008. The unaudited pro forma condensed consolidated balance sheet combines the condensed balance sheets of Netezza and Tizor and gives effect to the Merger as if it had been completed as of January 31, 2009. The unaudited pro forma condensed combined statement of operations for the year ended January 31, 2009 combined the historical results of Netezza and Tizor and gives effect to the Merger as if it had occurred on February 1, 2008.

     The preliminary allocation of the purchase price used in the unaudited pro forma condensed consolidated financial statements is based upon a preliminary valuation of certain assets and liabilities acquired. Netezza’s estimates and assumptions in determining the estimated fair values of certain assets and liabilities are subject to change upon the finalization of the valuation. The primary areas of the purchase price allocation that are not yet finalized relate to determining the fair values of identifiable intangible assets, net deferred tax assets, deferred revenues, as well as the amount of resulting goodwill.

     In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (“SFAS”) No. 141(R),Business Combinations(“SFAS No. 141(R)”),as well as SFAS No. 160,Noncontrolling Interests in Consolidated Financial Statements (an amendment of Accounting Research Bulletin, or ARB, No. 51)(“SFAS No. 160”).SFAS No. 141(R) changes the requirements for an acquirer’s recognition and measurement of the assets acquired and liabilities assumed in a business combination, including the treatment of contingent consideration, pre-acquisition contingencies, transaction costs, in-process research and development and restructuring costs. SFAS No. 160 requires that noncontrolling (minority) interests be reported as a component of equity, that net income attributable to the parent and to the noncontrolling interest be separately identified in the income statement, that changes in a parent’s ownership interest while the parent retains its controlling interest be accounted for as equity transactions, and that any retained noncontrolling equity investment upon the deconsolidation of a subsidiary be initially measured at fair value. While both statements are not effective for most companies until annual periods beginning after December 15, 2008, the unaudited pro forma condensed combined financial statements are presented in accordance with SFAS No. 141(R) and SFAS No. 160 to better illustrate the proper accounting treatment effective upon the closing date of the Merger in 2009.

     The unaudited pro forma condensed consolidated financial statements are not intended to represent or be indicative of the consolidated results of operations or financial position of Netezza that would have been reported had the acquisition been completed as of the dates presented, and should not be taken as representative of the future consolidated results of operations or financial position of Netezza. The unaudited pro forma financial statements do not reflect any cost savings or incremental costs that may result from the integration of Netezza and Tizor. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical consolidated financial statements and accompanying notes of Netezza included in its Annual Report on Form 10-K for the fiscal year ended January 31, 2009, filed with the SEC on March 26, 2009.

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2 — Tizor Acquisition

     On February 18, 2009, Netezza acquired all the outstanding capital stock of Tizor, a provider of advanced enterprise data auditing and protection solutions for the data center, for a total purchase price of approximately $3.1 million in cash.

     The acquisition was accounted for as a purchase business combination. Netezza has preliminarily allocated the purchase price based upon the fair values of the assets acquired and liabilities assumed on February 18, 2009. The allocation of the purchase price is preliminary because final analyses of the intangible assets, net deferred tax assets and deferred revenue are not yet complete.

     A summary of the preliminary purchase price is as follows:

	Amount
	(In thousands)
Cash paid	$	3,139
Total purchase price	$	3,139

     The following table presents the preliminary allocation of the purchase price. The acquired intangible assets are expected to be amortized over their estimated useful lives using the straight-line method. The allocation included in this pro forma financial information was based on the balance sheet of Tizor as of December 31, 2008. The preliminary allocation indicates that the acquisition may result in a gain on bargain purchase. The actual purchase allocation will be revised to reflect the net tangible assets of the acquired entity that exists as of the date of the acquisition.

	Amount
	(In thousands)
Cash, cash equivalents and restricted cash	$	1,566
Accounts receivable		215
Prepaid expenses and other assets		323
Property and equipment, net		161
Identifiable intangible assets		2,160
Total assets acquired	$	4,425
Total liabilities assumed		(867	)
Gain on bargain purchase		(419	)
Total net assets acquired	$	3,139

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3 — Pro Forma Adjustments

     The following pro forma adjustments are included in the unaudited pro forma condensed consolidated balance sheet and statement of operations:

(A) To reflect cash paid in connection with the acquisition of Tizor and to reflect the related estimated decrease in interest income earned on the reduced cash :

(In thousands)
Cash paid	$	3,139
Total preliminary purchase price	$	3,139

(In thousands)	Year Ended
Decrease in interest income earned on the reduced cash paid in connection with the acquisition, utilizing an average annual interest rate of 2.7%	$	(85	)

(B) To record the fair value of certain Tizor management retention agreements prepaid by Netezza at acquisition.

(C) To record gain on bargain purchase in accordance with SFAS No. 141(R) to accumulated deficit. No adjustment was recorded to the unaudited pro forma condensed consolidated statement of operations due to the nonrecurring nature of the gain.

(D) To record the preliminary fair value of intangible assets acquired. Netezza expects to amortize the acquired identifiable intangible assets using the straight-line method over the estimated useful lives indicated below:

	Preliminary Fair Value		Annual Amortization		Estimated Useful Life
	(In thousands)				(In years)
Developed technology	$	1,560	$	312		5
In-process technology		350		70		5
Customer relationships		160		32		5
Trademark and tradename		90		18		5
Total identifiable intangible assets	$	2,160
Post-acquisition amortization			$	432
Amortization adjustment recorded to cost of revenue			$	382
Amortization adjustment recorded to operating expenses			$	50

(E) To accrue for estimated acquisition-related transaction costs owed by Tizor at the date of acquisition of approximately $250,000.

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(F) To record the fair value adjustment of deferred revenue acquired to an amount equivalent to the estimated cost to complete plus an appropriate profit margin to perform the services related to Tizor’s service contracts.

	Historical		Fair Value			Pro forma
(In thousands)	value		Adjustment			Fair Value
Deferred revenue	$	516	$	(353	)	$	163

(G) To record the elimination of the redeemable convertible preferred stock warrants and associated expense not assumed by Netezza at acquisition.

	Historical		Fair Value			Pro forma
(In thousands)	value		Adjustment			Fair Value
Redeemable convertible preferred stock warrants	$	289	$	(289	)	$	—

(In thousands)	Year Ended
Expense associated with accretion of redeemable convertible preferred stock warrants	$	58

(H) To record the fair value adjustment of deferred rent acquired related to straight-line rent accruals for which Tizor has no obligations to refund these amounts back to the landlord.

	Historical		Fair Value			Pro forma
(In thousands)	value		Adjustment			Fair Value
Deferred rent	$	94	$	(94	)	$	—

(I) To record the elimination of Tizor’s historical stockholders’ deficit and redeemable convertible preferred stock.

4 — Earnings per share

     Pro forma basic earnings per share is computed using the weighted average number of common shares outstanding during the applicable period. Pro forma diluted earnings per share is computed using the weighted-average number of common shares outstanding during the applicable period, plus the dilutive effect of stock-based equity awards. As Netezza paid cash for the Tizor outstanding stock and no Netezza stock or stock-based awards were issued at the time of the acquisition, the pro forma weighted-average number of common shares and the diluted weighted-average shares outstanding are the same as Netezza’s historical amounts.

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