Attached files

file filename
8-K - 8-K - EMULEX CORP /DE/elxq2fy148-k.htm
Exhibit 99.01

                            
                    
Investor Contact:
 
Press Contact:
Frank Yoshino
 
Katherine Lane
Vice President, Finance
 
Director, Corporate Communications
+1 714 885-3697
 
+1 714 885-3828
frank.yoshino@emulex.com
 
katherine.lane@emulex.com


EMULEX ANNOUNCES SECOND QUARTER RESULTS

Company Exceeds High-end of Earnings Guidance

COSTA MESA, Calif., January 30, 2014 ─ Emulex Corporation (NYSE:ELX), a leader in network connectivity, monitoring and management, today announced earnings results for the second quarter of fiscal 2014, which ended on December 29, 2013.

Second Quarter Financial Highlights
Total net revenues of $123.0 million
Network Connectivity Products (NCP) net revenues of $87.2 million, representing 71% of total net revenues
Network Visibility Products (NVP), net revenues of $9.6 million, representing 8% of total net revenues
Storage Connectivity and Other Products (SCOP) net revenues of $26.1 million, representing 21% of total net revenues
Non-GAAP gross margins of 66% and GAAP gross margins of 59%
Non-GAAP diluted earnings per share of $0.21
GAAP loss per share of $0.05, which includes an approximately $0.09 impact related to our previously announced restructuring
Cash, cash equivalents and investments at the end of the quarter of $198.7 million
Raised $175 million through a convertible debt offering
Announced a $200 million share repurchase program of which $100 million was transacted in Q2, consisting of $56 million of direct treasury stock purchases and $44 million paid for treasury stock repurchases under an accelerated stock buyback program which will conclude by May 2014.
Weighted share count of 88.6 million shares in the December quarter compared to 93.5 million in the first quarter



FY’14 Q2 Earnings Results     
January 30, 2014
Page 2 of 16


Second Quarter Business Highlights
Implemented a three-part initiative to improve profitability and enhance shareholder value
Expanded cost savings program to deliver $30 million in annual cost savings compared to the fiscal 2013 spending level in the connectivity business. The program includes a 15% workforce reduction and the closure of the Bolton, Massachusetts engineering facility by the end of fiscal 2014
Announced a $200 million share repurchase program, of which $100 million is expected to be completed by the end of May 2014 primarily funded by completion of $175 million convertible debt offering due in 2018
Received acceptances from Gary J. Daichendt, a former networking executive and current board member of ShoreTel and NCR, John A. Kelley, Jr., a former storage and telecom equipment chief executive officer (CEO) and current board member of Polycom, and Rahul N. Merchant, former chief information and innovation officer for the City of New York and current board member of Fair Isaac Corporation (FICO), to be seated as independent board members at our upcoming shareholders meeting on February 6, 2014
Unveiled the next generation OneConnect® 10Gb and 40Gb Ethernet (10/40GbE) network adapter family, which represents the Company’s first 40GbE Network Adapters and RDMA over Converged Ethernet (RoCE) capable Converged Network Adapters (CNAs), delivering increased server virtualization density, software-defined networking enablement and advanced functionality for hybrid cloud environments
Delivered revenue shipments of the redesigned OCe11000R adapters based on the new XE4310R Ethernet controller
Announced joint development with Brocade to deliver a new generation of advanced Gen 6 (32Gb) Fibre Channel (FC) solutions, enabling increased network performance, higher scalability and improved reliability for the highly virtualized data center
Announced a key customer reference with IRESS, a financial services organization, who is deploying the EndaceProbe™ Intelligent Network Recorder (INR) and the EndaceVision™ software suite to consolidate its network operations infrastructure, improve network performance and increase security monitoring capabilities in its data centers
Expanded Gen 5 Fibre Channel ecosystem partner certification for its LightPulse® Gen 5 (16Gb) FC Host Bus Adapters (HBAs), including ATTO Technology, Bloombase, Imation, Permabit and Violin Memory

“With solid top line performance, I’m pleased to report that we once again exceeded the high-end of our earnings guidance, and have made significant progress on our three-part initiative to increase shareholder value,” commented Jeff Benck, president and CEO, Emulex. “I’m particularly proud that our team began shipping revenue units based upon our redesigned controller last quarter, and just last week, we introduced our next generation Ethernet adapter family, including the company’s first 40Gb Ethernet and RDMA-capable adapters.”

“We’ve also added a wealth of experience to the Company with the addition of Kyle Wescoat as CFO and the new independent director candidates, which will help the Company as we continue our initiatives in support of enhanced profitability and shareholder value,” Benck concluded.



FY’14 Q2 Earnings Results     
January 30, 2014
Page 3 of 16


Business Outlook

Although actual results may vary depending on a variety of factors, many of which are outside the Company’s control, including uncertainty related to the macro IT spending environment, the timing of new server and storage launches by our customers, and the results and related costs of ongoing patent litigation, Emulex is providing guidance for its third fiscal quarter ending March 30, 2014. For the third quarter of fiscal 2014, Emulex is forecasting total net revenues in the range of $110 - $114 million. The Company expects non-GAAP earnings per diluted share of $0.14 - $0.17 in the third quarter. GAAP estimates for the third quarter reflect approximately $0.21 per diluted share in expected charges arising primarily from amortization of intangibles, stock-based compensation, the royalties, mitigation expenses and license fees associated with the Broadcom patent litigation, accretion of debt discount on convertible senior notes, and site closure and related restructuring costs, as well as the associated tax effects and the impact of our U.S. GAAP tax valuation allowance. A reconciliation between GAAP and non-GAAP results are included in the accompanying financial data.


FY’14 Q2 Earnings Results     
January 30, 2014
Page 4 of 16


EMULEX CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
 (unaudited, in thousands, except per share data)


 
Three Months Ended
Six Months Ended
 
December 29,
December 30,
December 29,
December 30,
 
2013
2012
2013
2012
Net revenues
$
122,996

$
122,145

$
237,828

$
241,412

 
 
 
 
 
Cost of sales:
 
 
 
 
  Cost of goods sold
42,109

44,472

81,800

88,623

  Amortization of core and developed technology intangible assets
6,239

5,149

12,399

10,297

Patent litigation damages, license fees and royalties
2,358

958

3,855

1,950

Cost of sales
50,706

50,579

98,054

100,870

   Gross profit
72,290

71,566

139,774

140,542

 
 
 
 
 
Operating expenses:
 
 
 
 
   Engineering and development
42,020

40,113

82,431

78,583

   Selling and marketing
19,849

14,769

38,941

28,506

   General and administrative
10,407

10,987

20,036

19,495

   Amortization of other intangible assets
1,603

1,365

3,207

2,888

      Total operating expenses
73,879

67,234

144,615

129,472

 








      Operating (loss) income
(1,589
)
4,332

(4,841
)
11,070

 
 
 
 
 
Non-operating loss:
 
 
 
 
   Interest income
16

8

20

8

   Interest expense
(1,148
)
2

(1,150
)
(4
)
   Other income (expense), net
(135
)
(27
)
17

(363
)
      Total non-operating loss
(1,267
)
(17
)
(1,113
)
(359
)
 
 
 
 
 
(Loss) income before income taxes
(2,856
)
4,315

(5,954
)
10,711

 








Income tax provision (benefit)
1,171

(1,268
)
1,714

4,471

 
 
 
 
 
Net (loss) income
$
(4,027
)
$
5,583

$
(7,668
)
$
6,240

 
 
 
 
 
Net (loss) earnings per share:
 
 
 
 
   Basic
$
(0.05
)
$
0.06

$
(0.09
)
$
0.07

   Diluted
$
(0.05
)
$
0.06

$
(0.09
)
$
0.07

 
 
 
 
 
Number of shares used in per share computations:
 
 
 
 
   Basic
86,881

90,063

89,162

89,705

   Diluted
86,881

91,816

89,162

91,637



FY’14 Q2 Earnings Results     
January 30, 2014
Page 5 of 16


EMULEX CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(unaudited, in thousands)

 
December 29,
June 30,
 
2013
2013
Assets
 
 
 
 
 
Current assets:
 
 
      Cash and cash equivalents
$
198,679

$
105,637

      Accounts receivable, net
87,177

82,363

      Inventories
24,051

23,897

      Prepaid income taxes
2,473

10,166

      Prepaid expenses and other current assets
17,110

14,113

      Deferred income taxes
3,137

3,137

      Total current assets
332,627

239,313

 
 
 
Property and equipment, net
62,477

62,415

Goodwill and intangible assets, net
372,211

387,817

Other assets
23,090

21,164

 
$
790,405

$
710,709

 
 
 
Liabilities and Stockholders’ Equity
 
 
 
 
 
Current liabilities:
 
 
      Accounts payable
$
30,354

$
27,725

      Accrued and other current liabilities
46,201

43,861

      Total current liabilities
76,555

71,586

 
 
 
Convertible notes
143,667


Other liabilities
5,602

4,924

Deferred income taxes
17,048

17,048

Accrued taxes
29,526

29,526

  Total liabilities
272,398

123,084

 
 
 
Total stockholders’ equity
518,007

587,625

 
$
790,405

$
710,709



FY’14 Q2 Earnings Results     
January 30, 2014
Page 6 of 16



EMULEX CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statement of Cash Flows
(unaudited, in thousands)

 
Six Months Ended
 
December 29,
December 30,
 
2013
2012
 
 
 
Cash flows from operations:
 
 
Net (loss) income
$
(7,668
)
$
6,240

Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
 
 
      Depreciation and amortization
25,209

21,956

      Stock based compensation
8,316

10,929

      Deferred income taxes

(452
)
      Other reconciling items
829

(202
)
Changes in assets and liabilities
6,848

(49,954
)
         Net cash provided by (used in) operating activities
33,534

(11,483
)
 
 
 
Cash flows from investing activities:
 
 
   Investment in property and equipment, net
(10,006
)
(6,960
)
   Maturities of (proceeds from) investments, net

26,701

      Net cash provided by (used in) investing activities
(10,006
)
19,741

 
 
 
Cash flows from financing activities:
 
 
Issuance of convertible senior notes
175,000


Repurchase of common stock
(100,000
)

   Other
(5,649
)
(515
)
      Net cash provided by (used in) financing activities
69,351

(515
)
 
 
 
Effect of exchange rates on cash and cash equivalents
163

161

 
 
 
Net increase in cash & cash equivalents
93,042

7,904

Opening cash balance
105,637

201,048

Ending cash balance
$
198,679

$
208,952



FY’14 Q2 Earnings Results     
January 30, 2014
Page 7 of 16


EMULEX CORPORATION AND SUBSIDIARIES
Supplemental Information


Historical Net Revenue by Product Lines:

Network Connectivity Products (NCP) primarily consist of Fibre Channel LightPluse® and Ethernet OneConnect® standup HBAs, mezzanine cards, I/O ASICs, ULOMs, and UCNAs to provide server Input/Output (I/O) and target storage array connectivity to enable servers to reliably and efficiently connect to Local Area Networks, Storage Area Networks and Network Attached Storage by offloading data communication processing tasks from the servers as information is delivered and sent to the network.

Network Visibility Products (NVP) consists entirely of the recently acquired Endace® family of network visibility and intelligent network recording products, which consists of EndaceProbe™ Intelligent Network Recorder appliances, the EndaceVision™ browser-based network traffic search engine, EndaceAccess™ network visibility headend systems and Data Acquisition and Generation (DAG) network capture cards, providing organizations with complete network performance management at speeds up to 100Gb Ethernet.

Storage Connectivity and Other Products (SCOP) includes Emulex InSpeed®, switch-on-a-chip (SOC) and backend connectivity, bridge, and router products, Pilot™ Integrated Baseboard Management Controllers (iBMCs), certain legacy products and other products and services. Many of these products are deployed inside storage arrays, tape libraries, and other storage appliances, connecting storage controllers to storage capacity, delivering improved performance, reliability, and connectivity.


($000s)
 Q2 FY
2014
Revenues
 Q1 FY
2014
Revenues
Q4 FY
2013
Revenues
Q3 FY
2013
Revenues
Q2 FY
2013
Revenues
% Change
Q2 vs Q2
 
 
 
 
 
 
 
Network Connectivity Products
$
87,205

$
77,980

$
82,943

$
85,166

$
96,132

(9
)%
Storage Connectivity and Other Products
26,143

26,755

29,115

26,747

26,013

nm

Emulex Connectivity Division
$
113,348

$
104,735

$
112,058

$
111,913

$
122,145

(7
)%
Network Visibility Products
9,648

10,097

8,311

4,873


   na

Total net revenues
$
122,996

$
114,832

$
120,369

$
116,786

$
122,145

1
 %
na – not applicable
 
 
 
 
 
 
nm - not meaningful
 
 
 
 
 
 
 
% Total
Revenues
% Total
Revenues
% Total
Revenues
% Total
Revenues
% Total
Revenues
 
 
 
 
 
 
 
 
Network Connectivity Products
71
%
68
%
69
%
73
%
79
%
 
Storage Connectivity and Other Products
21
%
23
%
24
%
23
%
21
%
 
Emulex Connectivity Division
92
%
91
%
93
%
96
%
100
%
 
Network Visibility Products
8
%
9
%
7
%
4
%

 
Total net revenues
100
%
100
%
100
%
100
%
100
%
 


FY’14 Q2 Earnings Results     
January 30, 2014
Page 8 of 16


Historical Net Revenues by Channel and Territory:

($000s)
 Q2 FY
2014
Revenues
% Total Revenues
 
Q2 FY
2013
Revenues
% Total Revenues
 
% Change
 
 
 
 
 
 
 
 
Revenues from OEM customers
$
102,235

83
%
 
$
110,174

90
%
 
(7
)%
Revenues from distribution
16,424

13
%
 
11,896

10
%
 
38
 %
Other
4,337

4
%
 
75

   nm

 
   nm

Total net revenues
$
122,996

100
%
 
$
122,145

100
%
 
1
 %
 
 
 
 
 
 
 
 
Asia-Pacific
$
71,169

58
%
 
$
73,610

60
%
 
(3
)%
United States
34,012

28
%
 
31,151

26
%
 
9
 %
Europe, Middle East and Africa
17,176

14
%
 
15,941

13
%
 
8
 %
Rest of world
639

nm

 
1,443

1
%
 
   nm

Total net revenues
$
122,996

100
%
 
$
122,145

100
%
 
1
 %
nm – not meaningful


Summary of Stock-Based Compensation:

 
Three Months Ended
Six Months Ended
 
December 29,
December 30,
December 29,
December 30,
($000s)
2013
2012
2013
2012
 
 
 
 
 
Cost of sales
$
147

$
181

$
236

$
496

Engineering and development
1,132

2,214

3,036

4,912

Selling and marketing
874

941

2,076

1,686

General and administrative
1,591

2,039

2,968

3,835

Total stock-based compensation
$
3,744

$
5,375

$
8,316

$
10,929



Summary of Site Closure and Related Restructuring Costs:

 
Three Months Ended
Six Months Ended
 
December 29,
December 30,
December 29,
December 30,
($000s)
2013
2012
2013
2012
 
 
 
 
 
Cost of sales
$
277

$

$
277

$

Engineering and development
5,259


5,259


Selling and marketing
668


668


General and administrative
1,246


1,246


Total site closure and restructuring costs
$
7,450

$

$
7,450

$



FY’14 Q2 Earnings Results     
January 30, 2014
Page 9 of 16


Reconciliation of GAAP Gross Margin to Non-GAAP Gross Margin:

 
Three Months Ended
Six Months Ended
 
December 29,
December 30,
December 29,
December 30,
 
2013
2012
2013
2012
 
 
 
 
 
GAAP gross margin
58.8
%
58.6
%
58.8
%
58.2
%
 
 
 
 
 
Items excluded from GAAP gross margin to calculate non-GAAP gross margin:
 
 
 
 
   Stock-based compensation
0.1
%
0.1
%
0.1
%
0.2
%
   Amortization of intangibles
5.1
%
4.2
%
5.2
%
4.3
%
   Site closure and related restructuring costs
0.2
%

0.1
%

 Patent litigation damages, license fees and royalties
1.9
%
0.8
%
1.6
%
0.8
%
Non-GAAP gross margin
66.1
%
63.7
%
65.8
%
63.5
%



Reconciliation of GAAP Operating Expenses to Non-GAAP Operating Expenses:

 
Three Months Ended
Six Months Ended
 
December 29,
December 30,
December 29,
December 30,
($000s)
2013
2012
2013
2012
 
 
 
 
 
GAAP operating expenses, as presented above
$
73,879

$
67,234

$
144,615

$
129,472

 
 
 
 
 
Items excluded from GAAP operating expenses to calculate non-GAAP operating expenses:
 
 
 
 
    Stock-based compensation
(3,597
)
(5,194
)
(8,080
)
(10,433
)
    Amortization of other intangibles
(1,603
)
(1,365
)
(3,207
)
(2,888
)
Severance and associated costs
80


80


Site closure and related restructuring costs
(7,173
)

(7,173
)

Mitigation expenses related to the Broadcom patents
(930
)
(982
)
(3,449
)
(1,464
)
    Expenses related to the acquisition of Endace

(2,060
)
(373
)
(2,060
)
    Impact on operating expenses
(13,223
)
(9,601
)
(22,202
)
(16,845
)
Non-GAAP operating expenses
$
60,656

$
57,633

$
122,413

$
112,627



FY’14 Q2 Earnings Results     
January 30, 2014
Page 10 of 16


Reconciliation of GAAP Operating (Loss) Income to Non-GAAP Operating Income:

 
Three Months Ended
Six Months Ended
($000s)
December 29,
December 30,
December 29,
December 30,
 
2013
2012
2013
2012
 
 
 
 
 
GAAP operating (loss) income as presented above
$
(1,589
)
$
4,332

$
(4,841
)
$
11,070

 
 
 
 
 
Items excluded from GAAP operating income (loss) to calculate non-GAAP operating income:
 
 
 
 
   Stock-based compensation
3,744

5,375

8,316

10,929

   Amortization of intangibles
7,842

6,514

15,606

13,185

   Severance and associated costs
(80
)

(80
)

   Site closure and related restructuring costs
7,450


7,450


   Patent litigation damages, license fees and royalties
2,358

958

3,855

1,950

Mitigation expenses related to the Broadcom patents
930

982

3,449

1,464

   Expenses related to the acquisition of Endace

2,060

373

2,060

   Impact on operating (loss) income
22,244

15,889

38,969

29,588

Non-GAAP operating income
$
20,655

$
20,221

$
34,128

$
40,658


Reconciliation of GAAP Net (Loss) Income to Non-GAAP Net Income:

 
Three Months Ended
Six Months Ended
($000s)
December 29,
December 30,
December 29,
December 30,
 
2013
2012
2013
2012
GAAP net (loss) income as presented above
$
(4,027
)
$
5,583

$
(7,668
)
$
6,240

 
 
 
 
 
Items excluded from GAAP net (loss) income to calculate non-GAAP net income:
 
 
 
 
   Stock-based compensation
3,744

5,375

8,316

10,929

   Amortization of intangibles
7,842

6,514

15,606

13,185

   Severance and associated costs
(80
)

(80
)

   Site closure and related restructuring costs
7,450


7,450


   Patent litigation damages, license fees and royalties
2,358

958

3,855

1,950

Mitigation expenses related to the Broadcom patents
930

982

3,449

1,464

   Expenses related to the acquisition of Endace

2,060

373

2,060

Accretion of debt discount on convertible senior notes
765


765


Tax impact of above items and U.S. GAAP tax valuation allowance
(636
)
(4,238
)
(1,331
)
(1,082
)
   Impact on GAAP net (loss) income
22,373

11,651

38,403

28,506

 
 
 
 
 
Non-GAAP net income
$
18,346

$
17,234

$
30,735

$
34,746



FY’14 Q2 Earnings Results     
January 30, 2014
Page 11 of 16


Reconciliation of GAAP Diluted (Loss) Earnings Per Share to Non-GAAP Diluted Earnings Per Share:

 
Three Months Ended
Six Months Ended
(shares in 000s)
December 29,
December 30,
December 29,
December 30,
 
2013
2012
2013
2012
 
 
 
 
 
GAAP diluted (loss) earnings per share as presented above
$
(0.05
)
$
0.06

$
(0.09
)
$
0.07

 
 
 
 
 
Items excluded from GAAP (loss) earnings per share to calculate diluted non-GAAP earnings per share, net of tax effect:
 
 
 
 
   Stock-based compensation
0.04

0.06

0.09

0.12

   Amortization of intangibles
0.09

0.07

0.17

0.14

   Severance and associated costs
          (0.00)


(0.00)


   Site closure and related restructuring costs
0.09


0.08


   Patent litigation damages, license fees and royalties
0.03

0.01

0.05

0.02

Mitigation expenses related to the Broadcom patents
0.01

0.01

0.04

0.02

Expenses related to the acquisition of Endace

0.02

0.00

0.02

Accretion of debt discount on convertible senior notes
0.01


0.01


Tax impact of above items and U.S. GAAP tax valuation allowance
(0.01
)
(0.04
)
(0.01
)
(0.01
)
    Impact on GAAP (loss) earnings per share
0.26

0.13

0.43

0.31

Non-GAAP diluted earnings per share
$
0.21

$
0.19

$
0.34

$
0.38

 
 
 
 
 
Diluted shares used in non-GAAP per share
computations
88,578

91,816

91,008

91,637



FY’14 Q2 Earnings Results     
January 30, 2014
Page 12 of 16


Forward-Looking Diluted Earnings per Share Reconciliation:

 
Guidance for
Three Months Ending
March 30, 2014
 
 
 
 
Non-GAAP diluted earnings per share guidance
$0.14 - $0.17
 
 
Items excluded, net of tax, from non-GAAP diluted earnings per share to
calculate GAAP diluted earnings (loss) per share guidance:
 
      Stock-based compensation
(0.06)
      Amortization of intangibles
(0.09)
      Patent litigation damages, license fees, royalties and mitigation expenses
(0.04)
      Accretion of debt discount on convertible senior notes
(0.02)
      Site closure and related restructuring costs
(0.01)
      Tax impact of above items and U.S. GAAP tax valuation allowance
0.01
 
 
GAAP earnings (loss) per diluted share guidance
($0.07 - $0.04)


FY’14 Q2 Earnings Results     
January 30, 2014
Page 13 of 16


Note Regarding Non-GAAP Financial Information

To supplement the condensed consolidated financial statements presented in accordance with U.S. generally accepted accounting principles (GAAP), we have included the following non-GAAP financial measures in this press release or in the webcast to discuss our financial results for the second fiscal quarter which may be accessed via our website at www.emulex.com: (i) non-GAAP gross margin, (ii) non-GAAP operating expenses, (iii) non-GAAP operating income, (iv) non-GAAP net income, and (v) non-GAAP diluted earnings per share. These non-GAAP financial measures exclude certain expenses and reflect an additional way of viewing aspects of our operations that, when viewed with the GAAP results and the reconciliations to corresponding GAAP financial measures, provide a more complete understanding of our results of operations and the factors and trends affecting our business. However, these non-GAAP measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP. We use our non-GAAP financial measures internally to better understand and evaluate our business, prepare annual budgets, and in measuring performance for some forms of compensation.

Our non-GAAP financial measures reflect adjustments based on the following items, as well as the related income tax effects:

Stock-based compensation. Although stock-based compensation represents an important part of incentive compensation offered to our key employees, we believe that exclusion of the impact of stock-based compensation assists management and investors in evaluating the period over period performance of our business operations and in comparing our performance with those of our competitors. Stock-based compensation expense will recur in future periods.

Amortization of intangibles. Amortization of intangibles generally represents costs incurred by an acquired company or other third party to build value prior to our acquisition of the intangible assets. As such, it is effectively part of the transaction costs of the acquisition rather than ongoing costs of operating our core business. As a result, we believe that exclusion of these costs in presenting non-GAAP financial measures provides management and investors a more effective means of evaluating its historical performance and projected costs and the potential for realizing cost efficiencies within our core business. Amortization of intangibles will recur in future periods.

Severance and associated costs. We have incurred severance and certain related costs in connection with the change in employment status of certain employees, including terminations resulting from elimination of certain positions. We believe that the exclusion of such severance and related costs from the relevant non-GAAP financial measures enables management and investors to more effectively evaluate historical performance and projected costs. While severance and associated costs are generally infrequent in nature, we may incur severance or associated costs in response to changing economic conditions or in connection with acquisitions.


Site closure and related restructuring costs. We have recognized expenses related to an organizational restructure including closure and consolidation of certain facilities, as well as severance and related costs, in addition to approximately $0.5m of expense included in stock-based compensation. We believe that exclusion of these expenses is useful to management and investors in evaluating the performance of our ongoing operations on a period-to-period basis and relative to our competitors. In this regard, we note that expenses of this type are infrequent in nature.

Patent litigation damages, license fees and royalties. We have incurred expenses in the form of damages, sunset period royalties and settlement costs as a result of a judgment in a patent litigation proceeding with Broadcom and the related partial settlement and worldwide license agreement executed on July 3, 2012 (the Release Agreement). We believe that exclusion of charges related to the Broadcom patent damages, sunset period royalties and Release Agreement are useful to management and investors in evaluating the performance of our ongoing operations on a period-to-period basis and relative to our competitors, as this amount relates to a judgment in litigation and does not reflect a continuing cost of operating our core business.  In this regard, we note that expenses of this type are generally unrelated to our core business and/or infrequent in nature but will continue in future periods until affected products are phased out.



FY’14 Q2 Earnings Results     
January 30, 2014
Page 14 of 16


Mitigation expenses related to the Broadcom patents. We have recognized mitigation expenses related to the Broadcom patents. We believe that exclusion of these redesign, requalification and appeal expenses is useful to management and investors in evaluating the performance of our ongoing operations on a period-to-period basis and relative to our competitors. In this regard, we note that expenses of this type are infrequent in nature.

Expenses related to the acquisition of Endace Limited (LSE:EDA). We have incurred various expenses during the acquisition process including but not limited to legal fees, accounting fees, the mark-up on acquired inventory, severance costs and realized translation loss. We believe that exclusion of these charges are useful to management and investors in evaluating the performance of our ongoing operations on a period-to-period basis and relative to our competitors, as these expenditures do not reflect a continuing cost of operating our current core business. In this regard, we note that expenses of this type are infrequent in nature.

Accretion of debt discount on convertible senior notes. We have accreted debt discount in connection with the convertible senior notes. We believe that exclusion of this expense is useful to management and investors in evaluating the performance of our ongoing operations on a period-to-period basis and relative to our competitors. In this regard, we note that expenses of this type are generally unrelated to our core business but will continue in future periods until maturity of the convertible senior notes.

Valuation allowance for U.S. federal and state deferred tax assets. The Company has concluded that it is more likely than not that we will be unable to fully utilize the majority of our U.S. federal and state deferred tax assets   As a result, the Company has previously recorded a valuation allowance against those assets to the extent that they cannot be realized through net operating loss carrybacks to prior tax years.  We believe that eliminating the impact of a discrete adjustment of this nature and its continuing impact on our effective tax rate is useful to management and investors in evaluating the performance of the Company’s ongoing operations on a period-to-period basis and relative to the Company’s competitors.  In this regard, we note that adjustments of this type are generally infrequent in nature.

- - - - - - - - -

"Safe Harbor'' Statement under the Private Securities Litigation Reform Act of 1995: With the exception of historical information, the statements set forth above, contain forward-looking statements that involve risk and uncertainties. We expressly disclaim any obligation or undertaking to release publicly any updates or changes to these forward-looking statements that may be made to reflect any future events or circumstances. We wish to caution readers that a number of important factors could cause actual results to differ materially from those in the forward-looking statements. These factors include the possibility that all or a substantial portion of the cost savings targeted by us will not be realized at all or on a timely basis even though we expect to incur charges relating to the cost saving initiative and that the share repurchases implemented by us may not be completed in whole or in part or within the expected timeframe. The assumptions on which the cost savings, share repurchase and capital return goals and expectations are based necessarily involve judgments with respect to, among other things, economic, competitive and financial market conditions and the impact of the cost savings initiative on our customers, all of which are difficult or impossible to predict and many of which are beyond the Company’s control. Furthermore, our proposed changes to the membership of our board of directors may not have the desired effect in helping us achieve and implement our business and strategic goals. These factors also include the possibility that we may not realize the anticipated benefits from the acquisition of Endace Limited on a timely basis or at all, and may be unable to integrate the technology, operations and personnel of Endace into our existing operations in a timely and efficient manner. In addition, intellectual property claims, with or without merit, that could result in costly litigation, cause product shipment delays, require us to indemnify customers, or require us to enter into royalty or licensing agreements, which may or may not be available. Furthermore, we have in the past obtained, and may be required in the future to obtain, licenses of technology owned by other parties. We cannot be certain that the necessary licenses will be available or that they can be obtained on commercially reasonable terms. If we were to fail to obtain such royalty or licensing agreements in a timely manner and on reasonable terms, our business, results of operations and financial condition could be materially adversely affected. Ongoing lawsuits, such as the action brought by Broadcom Corporation (Broadcom), present inherent risks, any of which could have a material adverse effect on our business, financial condition, or results of operations. Such potential risks include continuing expenses of litigation, loss of patent rights, monetary damages, injunctions against the sale of products incorporating the technology in question, counterclaims, attorneys’ fees, incremental costs associated with product or component


FY’14 Q2 Earnings Results     
January 30, 2014
Page 15 of 16


redesigns, liabilities to customers under reimbursement agreements or contractual indemnification provisions, and diversion of management’s attention from other business matters. With respect to the continuing Broadcom litigation, such potential risks also include the adequacy of any sunset period to make design changes, the ability to implement any design changes, the availability of customer resources to complete any re-qualification or re-testing that may be needed, the ability to maintain favorable working relationships with Emulex suppliers of serializer/deserializer (SerDes) modules, and the ability to obtain a settlement which does not put us at a competitive disadvantage. In addition, the fact that the economy generally, and the network connectivity and visibility market segments specifically, have been in a state of uncertainty makes it difficult to determine if past experience is a good guide to the future and makes it impossible to determine if markets will grow or shrink in the short term. Continued weakness in domestic and worldwide macro-economic conditions, related disruptions in world credit and equity markets, and the resulting economic uncertainty for our customers, as well as the overall network connectivity and visibility networks, has and could continue to adversely affect our revenues and results of operations. As a result of these uncertainties, we are unable to predict our future results with any accuracy. Other factors affecting these forward-looking statements include but are not limited to the following: faster than anticipated declines in the storage networking market, slower than expected growth of the converged networking market or the failure of our Original Equipment Manufacturer (OEM) customers to successfully incorporate our products into their systems; our dependence on a limited number of customers and the effects of the loss of, decrease in or delays of orders by any such customers, or the failure of such customers to make timely payments; the emergence of new or stronger competitors as a result of consolidation movements in the market; the timing and market acceptance of our products or our OEM customers’ new or enhanced products; costs associated with entry into new areas of the network connectivity and visibility markets; the variability in the level of our backlog and the variable and seasonal procurement patterns of our customers; any inadequacy of our intellectual property protection and the costs of actual or potential third-party claims of infringement and any related indemnity obligations or adverse judgments; the effect of any actual or potential unsolicited offers to acquire us; proxy contests or the activities of activist investors; impairment charges, including but not limited to goodwill and intangible assets; changes in tax rates or legislation; the effects of acquisitions; the effects of terrorist activities, natural disasters, and any resulting disruption in our supply chain or customer purchasing patterns or any other resulting economic or political instability; the highly competitive nature of the markets for our products as well as pricing pressures that may result from such competitive conditions; the effect of rapid migration of customers towards newer, lower cost product platforms; transitions from board or box level to application specific integrated circuit (ASIC) solutions for selected applications; a shift in unit product mix from higher-end to lower-end or mezzanine card products; a faster than anticipated decrease in the average unit selling prices or an increase in the manufactured cost of our products; delays in product development; our reliance on third-party suppliers and subcontractors for components and assembly; our ability to attract and retain key technical personnel; our ability to benefit from our research and development activities as well as government grants related thereto; our dependence on international sales and internationally produced products; changes in accounting standards; and any resulting regulatory changes on our business. These and other factors could cause actual results to differ materially from those in the forward-looking statements and are discussed in our filings with the Securities and Exchange Commission, including our recent filings on Forms 10-K and 10-Q, under the caption “Risk Factors.”
About Emulex
Emulex, a leader in network connectivity, monitoring and management, provides hardware and software solutions for global networks that support enterprise, cloud, government and telecommunications. Emulex’s products enable unrivaled end-to-end application visibility, optimization and acceleration. The Company's I/O connectivity offerings, including its line of ultra high-performance Ethernet and Fibre Channel-based connectivity products, have been designed into server and storage solutions from leading OEMs, including Cisco, Dell, EMC, Fujitsu, Hitachi, HP, Huawei, IBM, NetApp and Oracle, and can be found in the data centers of nearly all of the Fortune 1000. Emulex’s monitoring and management solutions, including its portfolio of network visibility and recording products, provide organizations with complete network performance management at speeds up to 100Gb Ethernet. Emulex is headquartered in Costa Mesa, Calif., and has offices and research facilities in North America, Asia and Europe. For more information about Emulex (NYSE:ELX) please visit http://www.Emulex.com.

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


FY’14 Q2 Earnings Results     
January 30, 2014
Page 16 of 16


This news release refers to various products and companies by their trade names. In most, if not all, cases these designations are claimed as trademarks or registered trademarks by their respective companies.