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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 Form 10-K/A  þ
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(d)OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended January 1, 2005 or o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF
THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number 1-10228 Enterasys Networks, Inc. (Exact name of registrant as specified in its charter)
 Delaware
    
    04-2797263(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 50 Minuteman Road
Andover, Massachusetts 01810
(978) 684-1000 (Address, including zip
code, and telephone number, including area code,
of registrants principal executive offices)
 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class
    
    
    Name of Exchange on Which ListedCommon Stock, Par Value $.01 Per Share
    
    
    NYSE
 Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, (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 90 days. Yes
þ No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein and will not be contained, to the best of the registrants knowledge,
in definitive proxy for information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. þ Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Act). Yes þ No o As of March 9, 2005, 216,917,047 shares of the Registrants common stock were outstanding. The
aggregate market value of the registrants voting stock held by non-affiliates of the registrant as
of the last business day of the Registrants most recently completed second fiscal quarter was
approximately $282.4 million (based upon the closing price for shares of the Registrants common
stock on the New York Stock Exchange on that date). Documents Incorporated by Reference Specifically identified portions of our Proxy Statement filed with the SEC on April 15, 2005 are
incorporated by reference into Part III of our Annual Report on Form 10-K.




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TABLE OF CONTENTS  Item 9A. Controls and ProceduresPART IVItem 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-KSIGNATURESEX-23.2 Consent of KPMG LLPEX-31.3 Section 302 Certification of C.E.O.EX-31.4 Section 302 Certification of C.F.O.    Table of Contents  All references in this Form 10-K/A to Enterasys, we, our, or us mean Enterasys
Networks, Inc. In accordance with the SECs Exemptive Order No. 34-50754, Enterasys is filing this
Amendment No. 1 (the Amendment No. 1) to its Annual Report on Form 10-K for the fiscal year ended
January 1, 2005, which Form 10-K was filed with the SEC on March 17, 2005. This Amendment No. 1
amends Enterasys Annual Report on Form 10-K as follows:  
    Restates Part II, Item 9A, Controls and Procedures;
    Adds a report on our internal controls over financial reporting from KPMG LLP, our
independent registered public accounting firm;
    Adds an additional consent of KPMG LLP, filed as Exhibit 23.2 to this Amendment No.
1; and
    Adds updated Section 302 Certifications of our Chief Executive Officer and Chief
Financial Officer, filed as Exhibits 31.3 and 31.4 to this Amendment No. 1. 
 Item 9A.Controls and Procedures Evaluation of Disclosure Controls and Procedures An evaluation of the effectiveness of our disclosure controls and procedures as of the end of
the fiscal year covered by this annual report on Form 10-K was carried out under the supervision
and with the participation of our management, including our Chief Executive Officer and Chief
Financial Officer. Based on and as of the date of that evaluation, our CEO and CFO concluded that
our disclosure controls and procedures are sufficient to provide reasonable assurance that
information required to be disclosed by us in reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission rules and forms. Internal Control over Financial Reporting (a) Managements Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over
financial reporting. Our internal control system was designed to provide reasonable assurance to
our management and board of directors regarding the preparation and fair presentation of published
financial statements. Our management assessed the effectiveness of Enterasys internal control
over financial reporting as of January 1, 2005. The criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control  Integrated
Frameworkwas used in making this assessment. Based on this assessment, we believe that, as of
January 1, 2005, Enterasys internal control over financial reporting is effective. Our
independent registered public accounting firm has issued an audit report on our assessment of the
Companys internal control over financial reporting. This appears on page 2 of this Amendment No.
1. (b) Changes In Internal Control Over Financial Reporting No significant changes were made to our internal controls during our most recent quarter that
have materially affected, or are reasonably likely to materially affect, our internal controls over
financial reporting.




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Report of Independent
Registered Public Accounting Firm The Board of Directors and Stockholders
Enterasys Networks, Inc.: We have audited
managements assessment, included in the accompanying
Managements Annual Report on Internal
Control over Financial Reporting, that Enterasys Networks, Inc. (Enterasys) maintained effective
internal control over financial reporting as of January 1, 2005, based on criteria established in
Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). Enterasys management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the effectiveness of internal control
over financial reporting. Our responsibility is to express an opinion on managements assessment
and an opinion on the effectiveness of the Companys internal control over financial reporting
based on our audit. We conducted our audit 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 effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating managements assessment, testing and evaluating the
design and operating effectiveness of internal control, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinion. A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements 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 (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate. We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets of Enterasys Networks, Inc. and
subsidiaries as of January 1, 2005 and January 3, 2004, and the related consolidated statements of
operations, redeemable convertible preferred stock and stockholders equity, and cash flows for the
years ended January 1, 2005, January 3, 2004, and December 28, 2002, and our report dated March 16,
2005 expressed an unqualified opinion on those consolidated financial statements. In our opinion, managements assessment that Enterasys maintained effective internal control over
financial reporting as of January 1, 2005, is fairly stated, in all material respects, based on
criteria established in Internal Control  Integrated Framework issued by COSO. Also, in our
opinion, Enterasys maintained, in all material respects, effective internal control over financial
reporting as of January 1, 2005, based on criteria established in Internal Control  Integrated
Framework issued by COSO. /s/ KPMG LLP
Boston, Massachusetts
May 2, 2005




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PART IV 
 Item 15.Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a)   Documents filed as part of this report: 3.   Exhibits  23.2
     Consent of KPMG LLP.31.3
     Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act.31.4
     Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act.




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized. ENTERASYS NETWORKS, INC.By:
    
    /s/ MARK ASLETT

Mark AslettChief Executive Officer, President and DirectorBy:
    
    /s/ RICHARD S. HAAK, JR.

Richard S. Haak, Jr.Chief Financial Officer and Treasurer
 Date: May 2, 2005




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EXHIBIT INDEX  23.2
     Consent of KPMG LLP.31.3
     Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act.31.4
     Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act.