QLOGIC CORP - FORM 10-Q - October 27, 2014

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - QLOGIC CORP	Financial_Report.xls
EX-10.2 - EX10.2 - QLOGIC CORP	d773103dex102.htm
EX-31.1 - EX-31.1 - QLOGIC CORP	d773103dex311.htm
EX-31.2 - EX-31.2 - QLOGIC CORP	d773103dex312.htm
EX-32 - EX-32 - QLOGIC CORP	d773103dex32.htm
EX-10.1 - EX-10.1 - QLOGIC CORP	d773103dex101.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 28, 2014

Commission file number 0-23298

QLogic Corporation

(Exact name of registrant as specified in its charter)

Delaware

33-0537669

(State of incorporation)

(I.R.S. Employer

Identification No.)

26650 Aliso Viejo Parkway

Aliso Viejo, California 92656

(Address of principal executive office and zip code)

(949) 389-6000

(Registrant’s telephone number, including area code)

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 ¨

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer þ		Accelerated filer ¨		Non-accelerated filer ¨		Smaller reporting company ¨

(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

As of October 22, 2014, 88,144,000 shares of the Registrant’s common stock were outstanding.

QLOGIC CORPORATION

INDEX


		Page
	PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements:

	Condensed Consolidated Balance Sheets as of September 28, 2014 and March 30, 2014		1

	Condensed Consolidated Statements of Income for the three and six months ended September 28, 2014 and September 29, 2013		2

	Condensed Consolidated Statements of Comprehensive Income for the three and six months ended September 28, 2014 and September 29, 2013		3

	Condensed Consolidated Statements of Cash Flows for the six months ended September 28, 2014 and September 29, 2013		4

	Notes to Condensed Consolidated Financial Statements		5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		11

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		18

Item 4.	Controls and Procedures		19

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings		20

Item 1A.	Risk Factors		20

Item 6.	Exhibits		32

	Signatures		33

PART I.

FINANCIAL INFORMATION

Item 1.

Financial Statements

QLOGIC CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS


	September 28, 2014			March 30, 2014
	(Unaudited; In thousands, except share and per share amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	86,930		$	91,258
Marketable securities		189,839			186,783
Accounts receivable, less allowance for doubtful accounts of $1,216 and $1,186 as of September 28, 2014 and March 30, 2014, respectively		85,469			65,213
Inventories		30,142			18,036
Deferred tax assets		13,997			15,080
Other current assets		18,841			16,590

Total current assets		425,218			392,960
Property and equipment, net		82,972			84,912
Goodwill		192,492			194,107
Purchased intangible assets, net		61,231			69,903
Deferred tax assets		29,818			32,827
Other assets		21,847			23,554

	$	813,578		$	798,263

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	37,178		$	30,657
Accrued compensation		19,700			26,956
Accrued taxes		2,312			981
Deferred revenue		3,695			3,954
Other current liabilities		8,824			16,123

Total current liabilities		71,709			78,671
Accrued taxes		12,605			17,095
Other liabilities		8,699			9,071

Total liabilities		93,013			104,837

Stockholders’ equity:
Preferred stock, $0.001 par value; 1,000,000 shares authorized; no shares issued and outstanding		—			—
Common stock, $0.001 par value; 500,000,000 shares authorized; 214,758,000 and 213,786,000 shares issued as of September 28, 2014 and March 30, 2014, respectively		215			214
Additional paid-in capital		968,368			958,008
Retained earnings		1,689,081			1,672,071
Accumulated other comprehensive income		203			435
Treasury stock, at cost: 126,616,000 shares as of September 28, 2014 and March 30, 2014		(1,937,302	)		(1,937,302	)

Total stockholders’ equity		720,565			693,426

	$	813,578		$	798,263

See accompanying notes to condensed consolidated financial statements.

QLOGIC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME


	Three Months Ended				Six Months Ended
	September 28, 2014		September 29, 2013		September 28, 2014		September 29, 2013
	(Unaudited; In thousands, except per share amounts)
Net revenues	$	127,503	$	112,622	$	246,952	$	225,738
Cost of revenues		52,093		36,313		100,847		72,932

Gross profit		75,410		76,309		146,105		152,806

Operating expenses:
Engineering and development		35,480		34,790		73,301		75,177
Sales and marketing		15,453		16,431		31,487		35,844
General and administrative		8,697		7,553		17,597		15,292
Special charges		2,259		4,349		4,803		16,382

Total operating expenses		61,889		63,123		127,188		142,695

Operating income		13,521		13,186		18,917		10,111
Interest and other income, net		296		25		438		798

Income before income taxes		13,817		13,211		19,355		10,909
Income taxes		2,807		2,234		2,345		2,982

Net income	$	11,010	$	10,977	$	17,010	$	7,927

Net income per share:
Basic	$	0.13	$	0.13	$	0.19	$	0.09

Diluted	$	0.12	$	0.13	$	0.19	$	0.09

Number of shares used in per share calculations:
Basic		87,914		87,430		87,654		88,288

Diluted		88,102		87,669		88,177		88,720

See accompanying notes to condensed consolidated financial statements.

QLOGIC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


	Three Months Ended					Six Months Ended
	September 28, 2014			September 29, 2013		September 28, 2014			September 29, 2013
	(Unaudited; In thousands)
Net income	$	11,010		$	10,977	$	17,010		$	7,927
Other comprehensive income, net of income taxes:
Changes in fair value of marketable securities:
Changes in unrealized gains		(347	)		602		(148	)		(1,319	)
Net realized losses (gains) reclassified into earnings		64			135		127			(259	)

		(283	)		737		(21	)		(1,578	)
Foreign currency translation adjustments		(269	)		252		(211	)		(42	)

Total other comprehensive income (loss)		(552	)		989		(232	)		(1,620	)

Comprehensive income	$	10,458		$	11,966	$	16,778		$	6,307

See accompanying notes to condensed consolidated financial statements.

QLOGIC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Six Months Ended
	September 28, 2014			September 29, 2013
	(Unaudited; In thousands)
Cash flows from operating activities:
Net income	$	17,010		$	7,927
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		23,855			15,730
Stock-based compensation		10,275			12,989
Deferred income taxes		4,077			3,632
Asset impairments		1,011			2,429
Other non-cash items		810			1,698
Changes in operating assets and liabilities:
Accounts receivable		(20,287	)		(1,818	)
Inventories		(12,106	)		2,797
Other assets		(840	)		180
Accounts payable		6,162			(102	)
Accrued compensation		(7,256	)		(7,141	)
Accrued taxes, net		(3,012	)		(905	)
Other liabilities		(7,930	)		3,249

Net cash provided by operating activities		11,769			40,665

Cash flows from investing activities:
Purchases of available-for-sale securities		(84,318	)		(162,673	)
Proceeds from sales and maturities of available-for-sale securities		80,376			172,629
Purchases of property and equipment		(12,068	)		(15,389	)

Net cash used in investing activities		(16,010	)		(5,433	)

Cash flows from financing activities:
Proceeds from issuance of common stock under stock-based awards		3,536			4,565
Minimum tax withholding paid on behalf of employees for restricted stock units		(3,450	)		(4,514	)
Purchases of treasury stock		—			(44,212	)
Other financing activities		(173	)		(96	)

Net cash used in financing activities		(87	)		(44,257	)

Net decrease in cash and cash equivalents		(4,328	)		(9,025	)
Cash and cash equivalents at beginning of period		91,258			95,532

Cash and cash equivalents at end of period	$	86,930		$	86,507

See accompanying notes to condensed consolidated financial statements.

QLOGIC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Basis of Presentation

In the opinion of management of QLogic Corporation (QLogic or the Company), the accompanying unaudited condensed consolidated financial statements contain all normal recurring accruals and adjustments necessary to present fairly the Company’s consolidated financial position, results of operations and cash flows. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 30, 2014. The results of operations for the three and six months ended September 28, 2014 are not necessarily indicative of the results that may be expected for the entire fiscal year. The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the Company’s consolidated financial statements and accompanying notes. The Company evaluates its estimates on an ongoing basis using historical experience and other factors, including the current economic environment. Among the significant estimates affecting the consolidated financial statements are those related to revenue recognition, stock-based compensation, income taxes, marketable securities, inventories, goodwill and long-lived assets. The actual results experienced by the Company could differ materially from management’s estimates.

Recently Adopted Accounting Standards

In July 2013, the Financial Accounting Standards Board issued an accounting standard update that requires certain unrecognized tax benefits to be presented as a reduction to deferred tax assets rather than as liabilities when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The Company adopted this standard in the first quarter of fiscal 2015 on a prospective basis and the adoption did not have a material effect on the Company’s condensed consolidated balance sheet.

Note 2. Business Acquisition

Broadcom Corporation

In March 2014, the Company acquired certain 10/40/100Gb Ethernet controller-related assets from Broadcom Corporation (Broadcom) primarily relating to the NetXtreme^® II Ethernet controller family and licensed certain related intellectual property under non-exclusive licenses for total cash consideration of $147.8 million and the assumption of certain liabilities.

The Company preliminarily estimated the fair value of the assets acquired and liabilities assumed and allocated a portion of the total purchase consideration to tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values at the acquisition date. During the six months ended September 28, 2014, the Company completed the identification and valuation of certain acquired property and equipment and also completed the transfer of property and equipment in a foreign jurisdiction that was subject to local compliance requirements, resulting in a total increase in property and equipment of $1.6 million with a corresponding decrease in goodwill. The excess of the total purchase consideration over the aggregate estimated fair value of the net assets acquired was recorded as goodwill. The goodwill associated with this acquisition is expected to be tax deductible. The following table summarizes the preliminary allocation of the purchase price to the fair value of the assets acquired and liabilities assumed:


	(In thousands)
Inventories	$	2,880
Other current assets		307
Property and equipment		4,070
Goodwill		81,516
Purchased intangible asset		60,100
Accrued compensation		(987	)
Other current liabilities		(129	)

	$	147,757

Included in the preliminary purchase price allocation is a provisional amount related to a purchased intangible asset consisting of developed technology, which has an estimated useful life of five years. The preliminary fair value of this purchased intangible asset was based on estimates and assumptions made by management at the time of the acquisition. The Company is in the process of completing the identification and valuation of the intangible assets, which may result in adjustments to goodwill and the provisional amounts recorded for the purchased intangible asset, as well as recording the fair value of additional identifiable intangible assets. These adjustments may also result in changes to related amortization expense. The Company expects to finalize the purchase price allocation during fiscal 2015.

QLOGIC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 3. Marketable Securities

The Company’s portfolio of available-for-sale marketable securities consists of the following:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(In thousands)
September 28, 2014
U.S. government and agency securities	$	49,859	$	20	$	(43	)	$	49,836
Corporate debt obligations		72,863		133		(70	)		72,926
Mortgage-backed securities		33,503		176		(109	)		33,570
Municipal bonds		20,234		106		(9	)		20,331
Other debt securities		13,187		9		(20	)		13,176

	$	189,646	$	444	$	(251	)	$	189,839

March 30, 2014
U.S. government and agency securities	$	49,237	$	16	$	(55	)	$	49,198
Corporate debt obligations		74,386		200		(72	)		74,514
Mortgage-backed securities		32,778		191		(187	)		32,782
Municipal bonds		24,989		133		(9	)		25,113
Other debt securities		5,178		3		(5	)		5,176

	$	186,568	$	543	$	(328	)	$	186,783

The amortized cost and estimated fair value of debt securities as of September 28, 2014, by contractual maturity, are presented below. Expected maturities will differ from contractual maturities because the issuers of securities may have the right to repay obligations without prepayment penalties. Certain debt instruments, although possessing a contractual maturity greater than one year, are classified as short-term marketable securities based on their ability to be traded on active markets and availability for current operations.


	Amortized Cost		Estimated Fair Value
	(In thousands)
Due in one year or less	$	16,734	$	16,756
Due after one year through three years		131,683		131,778
Due after three years through five years		19,417		19,400
Due after five years		21,812		21,905

	$	189,646	$	189,839

The following table presents the Company’s marketable securities with unrealized losses by investment category and length of time that individual securities have been in a continuous unrealized loss position as of September 28, 2014 and March 30, 2014.


	Less Than 12 Months					12 Months or Greater					Total
Description of Securities	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(In thousands)
September 28, 2014
U.S. government and agency securities	$	26,232	$	(40	)	$	677	$	(3	)	$	26,909	$	(43	)
Corporate debt obligations		28,999		(70	)		—		—			28,999		(70	)
Mortgage-backed securities		8,552		(34	)		6,705		(75	)		15,257		(109	)
Municipal bonds		2,899		(9	)		—		—			2,899		(9	)
Other debt securities		6,594		(20	)		—		—			6,594		(20	)

	$	73,276	$	(173	)	$	7,382	$	(78	)	$	80,658	$	(251	)

March 30, 2014
U.S. government and agency securities	$	26,879	$	(55	)	$	—	$	—		$	26,879	$	(55	)
Corporate debt obligations		19,906		(72	)		—		—			19,906		(72	)
Mortgage-backed securities		11,261		(145	)		2,838		(42	)		14,099		(187	)
Municipal bonds		3,322		(9	)		—		—			3,322		(9	)
Other debt securities		2,955		(5	)		—		—			2,955		(5	)

	$	64,323	$	(286	)	$	2,838	$	(42	)	$	67,161	$	(328	)

QLOGIC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of September 28, 2014 and March 30, 2014, the fair value of certain of the Company’s available-for-sale securities was less than their cost basis. Management reviewed various factors in determining whether to recognize an impairment charge related to these unrealized losses, including the current financial and credit market environment, the financial condition and near-term prospects of the issuer of the security, the magnitude of the unrealized loss compared to the cost of the investment, the length of time the investment had been in a loss position and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery of market value. As of September 28, 2014 and March 30, 2014, the Company determined that the unrealized losses were temporary in nature and recorded them as a component of accumulated other comprehensive income.

Note 4. Fair Value of Financial Instruments

The Company’s financial instruments consist principally of cash and cash equivalents, marketable securities, accounts receivable and accounts payable. The carrying value of accounts receivable and accounts payable approximates fair value.

A summary of the assets measured at fair value on a recurring basis as of September 28, 2014 and March 30, 2014 are as follows:


	Fair Value Measurements Using
	Level 1		Level 2		Total
	(In thousands)
September 28, 2014
Cash and cash equivalents	$	86,930	$	—	$	86,930
Marketable securities:
U.S. government and agency securities		49,836		—		49,836
Corporate debt obligations		—		72,926		72,926
Mortgage-backed securities		—		33,570		33,570
Municipal bonds		—		20,331		20,331
Other debt securities		—		13,176		13,176

		49,836		140,003		189,839

	$	136,766	$	140,003	$	276,769

March 30, 2014
Cash and cash equivalents	$	91,258	$	—	$	91,258
Marketable securities:
U.S. government and agency securities		49,198		—		49,198
Corporate debt obligations		—		74,514		74,514
Mortgage-backed securities		—		32,782		32,782
Municipal bonds		—		25,113		25,113
Other debt securities		—		5,176		5,176

		49,198		137,585		186,783

	$	140,456	$	137,585	$	278,041

The Company’s investments classified within Level 2 were primarily valued based on valuations obtained from a third-party pricing service. To estimate fair value, the pricing service utilizes industry-standard valuation models, including both income and market-based approaches for which all significant inputs are observable either directly or indirectly. The Company obtained documentation from the pricing service as to the methodology and summary of inputs used for the various types of securities. The pricing service maximizes the use of relevant observable inputs and minimizes the use of unobservable inputs. These observable inputs include reported trades and broker/dealer quotes of the same or similar securities, issuer credit spreads, benchmark securities and other observable inputs. The Company compares valuation information from the pricing service with other pricing sources to validate the reasonableness of the valuations.

QLOGIC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 5. Inventories

Components of inventories are as follows:


	September 28, 2014		March 30, 2014
	(In thousands)
Raw materials	$	2,932	$	2,041
Finished goods		27,210		15,995

	$	30,142	$	18,036

Note 6. Stock-Based Compensation

During the six months ended September 28, 2014, the Company granted 2.0 million restricted stock units with a weighted average grant date fair value of $10.16 per share.

A summary of stock-based compensation expense, by functional line item in the condensed consolidated statements of income, is as follows:


	Three Months Ended				Six Months Ended
	September 28, 2014		September 29, 2013		September 28, 2014		September 29, 2013
	(In thousands)
Cost of revenues	$	258	$	239	$	613	$	823
Engineering and development		2,309		2,257		5,280		6,608
Sales and marketing		1,073		1,230		2,083		3,023
General and administrative		1,095		1,092		2,299		2,535

	$	4,735	$	4,818	$	10,275	$	12,989

Note 7. Special Charges

A summary of the special charges recorded during the three and six months ended September 28, 2014 and September 29, 2013, respectively, is as follows:


	Three Months Ended				Six Months Ended
	September 28, 2014		September 29, 2013		September 28, 2014		September 29, 2013
	(In thousands)
Exit costs	$	2,259	$	4,349	$	3,292	$	13,953
Asset impairments		—		—		1,011		2,429
Other charges		—		—		500		—

	$	2,259	$	4,349	$	4,803	$	16,382

March 2014 Initiative

In March 2014, the Company commenced a restructuring plan (March 2014 Initiative) primarily designed to consolidate its Ethernet product roadmap following the acquisition of the Ethernet controller-related assets from Broadcom. This restructuring plan primarily includes a workforce reduction and the consolidation and elimination of certain engineering activities. The Company substantially completed these restructuring activities during the second quarter of fiscal 2015.

During the three and six months ended September 28, 2014, the Company recorded special charges of $2.0 million and $3.7 million, respectively, in connection with the March 2014 Initiative. Special charges for the three months ended September 28, 2014 consisted entirely of exit costs. Special charges for the six months ended September 28, 2014 consisted of $2.7 million of exit costs and $1.0 million of asset impairment charges related to abandoned property and equipment. The exit costs consist of severance and related costs associated with involuntarily terminated employees.

The aggregate amount of the exit costs recorded in connection with the March 2014 Initiative is $11.8 million and consisted of $7.5 million of workforce reduction costs and $4.3 million of contract cancellation and other costs.

QLOGIC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Activity and liability balances for exit costs related to the March 2014 Initiative are as follows:


	Workforce Reduction			Contract Cancellation and Other			Total
	(In thousands)
Balance as of March 30, 2014	$	3,177		$	4,311		$	7,488
Charged to costs and expenses		2,724			(73	)		2,651
Payments		(5,567	)		(4,238	)		(9,805	)

Balance as of September 28, 2014	$	334		$	—		$	334

June 2013 Initiative

In June 2013, the Company commenced a restructuring plan (June 2013 Initiative) designed to enhance product focus and streamline business operations. The restructuring plan includes a workforce reduction and the consolidation and elimination of certain engineering activities. In connection with this plan, the Company ceased development of future application-specific integrated circuits (ASICs) for switch products.

During the three and six months ended September 28, 2014, the Company recorded special charges of $0.3 million and $0.6 million in connection with the June 2013 Initiative, consisting of exit costs associated with severance and related costs for involuntarily terminated employees. Certain employees that were notified of their termination are required to provide future services for varying periods. Severance costs related to these services are recognized ratably over the estimated requisite service period. The Company expects to incur approximately $1 million of additional severance costs in connection with these employees over the requisite service period.

The aggregate amount of the exit costs recorded in connection with the June 2013 Initiative is $18.0 million and consisted of $14.5 million of workforce reduction costs and $3.5 million of facilities and other costs.

Activity and liability balances for exit costs related to the June 2013 Initiative are as follows:


	Workforce Reduction			Facilities and Other			Total
	(In thousands)
Balance as of March 30, 2014	$	3,528		$	4,621		$	8,149
Charged to costs and expenses		641			—			641
Payments		(1,404	)		(611	)		(2,015	)

Balance as of September 28, 2014	$	2,765		$	4,010		$	6,775

The total unpaid exit costs related to both initiatives are expected to be paid over the terms of the related agreements through fiscal 2018. As of September 28, 2014, unpaid exit costs totaling $2.1 million and $5.0 million are included in other current liabilities and other liabilities, respectively.

Note 8. Income Taxes

The Company’s provision for income taxes was $2.8 million and $2.3 million for the three and six months ended September 28, 2014, respectively, and $2.2 million and $3.0 million for the three and six months ended September 29, 2013, respectively. Income tax expense for the six months ended September 28, 2014 benefited from adjustments to previously recognized uncertain tax position liabilities as a result of additional information received during fiscal 2015 related to these tax positions and certain other discrete items. Income tax expense for the six months ended September 28, 2014 and September 29, 2013 was also impacted by the effect of a discrete tax related item associated with the difference between stock-based compensation expense and the deduction related to stock-based awards on income tax returns. The Company’s provision for income taxes is based on the estimated income for the year, the composition of the estimated income in different tax jurisdictions, and the tax effect, if any, in the applicable quarterly periods of newly enacted tax legislation, resolution of tax audits, changes in uncertain tax positions, and other discrete tax-related items. The allocation of taxable income to domestic and foreign tax jurisdictions impacts the effective tax rate, as the Company’s income tax rate in foreign jurisdictions is generally lower than its income tax rate in the United States.

QLOGIC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company’s federal consolidated income tax returns for fiscal years 2010, 2011 and 2012 are currently under examination by the Internal Revenue Service. Management does not believe that the results of this examination will have a material impact on the Company’s financial condition or results of operations.

Note 9. Net Income Per Share

The following table sets forth the computation of basic and diluted net income per share:


	Three Months Ended				Six Months Ended
	September 28, 2014		September 29, 2013		September 28, 2014		September 29, 2013
	(In thousands, except per share amounts)
Net income	$	11,010	$	10,977	$	17,010	$	7,927

Shares:
Weighted-average shares outstanding — basic		87,914		87,430		87,654		88,288
Dilutive potential common shares, using treasury stock method		188		239		523		432

Weighted-average shares outstanding — diluted		88,102		87,669		88,177		88,720

Net income per share:
Basic	$	0.13	$	0.13	$	0.19	$	0.09

Diluted	$	0.12	$	0.13	$	0.19	$	0.09

Stock-based awards, including stock options and restricted stock units, representing 11.0 million and 11.5 million shares of common stock have been excluded from the diluted per share calculations for the three and six months ended September 28, 2014, respectively, and 15.0 million and 16.1 million shares of common stock have been excluded from the diluted per share calculations for the three and six months ended September 29, 2013, respectively. These stock-based awards have been excluded from the diluted per share calculations because their effect would have been antidilutive.

Note 10. Subsequent Event

In October 2014, the Company’s board of directors authorized a program to repurchase up to $100 million of its outstanding common stock over a period of up to 18 months.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes. In this discussion and elsewhere in this report, we make forward-looking statements. These forward-looking statements are made in reliance upon safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, without limitation, descriptions of our expectations regarding future trends affecting our business and other statements regarding future events or our objectives, goals, strategies, beliefs and underlying assumptions that are other than statements of historical fact. When used in this report, the words “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” “will” and similar expressions, or the negative of such expressions, are intended to identify these forward-looking statements. Statements concerning current conditions may also be forward-looking if they imply a continuation of current conditions. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of several factors, including, but not limited to those factors set forth and discussed in Part II, Item 1A “Risk Factors” and elsewhere in this report. In light of the significant uncertainties inherent in the forward-looking information included in this report, the inclusion of this information should not be regarded as a representation by us or any other person that our objectives or plans will be achieved. You are cautioned, therefore, not to place undue reliance on these forward-looking statements, which are made only as of the date of this report. We undertake no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

We design and supply high performance server and storage networking connectivity products that provide, enhance and manage computer data communication. These products facilitate the rapid transfer of data and enable efficient resource sharing between servers, networks and storage. Our products are used in enterprise data centers, cloud computing, Web 2.0 and other environments dependent on high performance, reliable data networking.

Our products are based primarily on Fibre Channel and Ethernet technologies and are used in connection with storage networks, local area networks, and converged networks. Storage networks are used to provide data across enterprise environments. Fibre Channel is currently the dominant technology for enterprise storage networking. Local area networks (LANs) are used to provide workstation-to-server, server-to-server, and server-to-storage connectivity using Ethernet. Converged networks are designed to address the evolving data center by consolidating and unifying various classes of connectivity and networks, such as storage area networks and LANs, using Ethernet speeds of 10Gb per second and greater. Fibre Channel over Ethernet (FCoE) is a converged networking technology that uses an Ethernet LAN for both storage and local area data transmission, thus combining the benefits of Fibre Channel technology with the pervasiveness of Ethernet-based networks. Similarly, Internet Small Computer System Interface (iSCSI) is an alternative to FCoE and provides storage over Ethernet capabilities. Our converged network products can operate individually as 10Gb Ethernet products, FCoE products, iSCSI products, or in combination as multi-protocol products.

We classify our products into two categories – Advanced Connectivity Platforms and Legacy Connectivity Products. Advanced Connectivity Platforms are comprised primarily of adapters and application-specific integrated circuits (ASICs) for server and storage connectivity applications. Legacy Connectivity Products are comprised primarily of Fibre Channel switch products.

Our products are sold worldwide, primarily to original equipment manufacturers (OEMs) and distributors. Our customers rely on our various server and storage connectivity products to deliver solutions to information technology professionals in virtually every business sector. Our products are found primarily in server and storage subsystem solutions that are used by enterprises with critical business data requirements. These products are incorporated in solutions from a number of server and storage system OEM customers, including Cisco Systems, Inc., Dell Inc., EMC Corporation, Fujitsu Ltd., Hewlett-Packard Company, Huawei Technologies Co. Ltd., Inspur Group Co., Ltd., International Business Machines Corporation, Lenovo Group Ltd., NetApp, Inc. and Oracle Corporation.

Business Acquisition

In March 2014, we acquired certain 10/40/100Gb Ethernet controller-related assets from Broadcom Corporation (Broadcom) primarily relating to the NetXtreme^® II Ethernet controller family and licensed certain related intellectual property under non-exclusive licenses for total cash consideration of $147.8 million and the assumption of certain liabilities. This business acquisition expands our product portfolio and is expected to accelerate our time to market for next generation products in the server Ethernet connectivity market.

Restructuring Plans

In March 2014, we commenced a restructuring plan primarily designed to consolidate our Ethernet product roadmap following the acquisition of the Ethernet controller-related assets from Broadcom. This restructuring plan primarily includes a workforce reduction and the consolidation and elimination of certain engineering activities. During the six months ended September 28, 2014, we recorded special charges of $3.7 million in connection with this plan, consisting of $2.7 million of exit costs and $1.0 million of asset impairment charges related to abandoned property and equipment. We substantially completed these restructuring activities during the second quarter of fiscal 2015.

In June 2013, we commenced a restructuring plan designed to enhance product focus and streamline business operations. This restructuring plan includes a workforce reduction and the consolidation and elimination of certain engineering activities. In connection with this plan, we ceased development of future ASICs for switch products. During the six months ended September 28, 2014, we recorded special charges of $0.6 million related to this restructuring plan, consisting of exit costs. We expect to incur approximately $1 million of additional severance costs in connection with this plan primarily related to employees required to provide future services. The additional severance costs will be recognized over the requisite service period.

Second Quarter Financial Highlights

A summary of our financial performance during the second quarter of fiscal 2015 is as follows:

•

Net revenues of $127.5 million for the second quarter of fiscal 2015 increased 7% from $119.4 million in the first quarter of fiscal 2015. Revenue from Advanced Connectivity Platforms was $114.9 million for the second quarter of fiscal 2015 and increased 10% from $104.7 million in the first quarter of fiscal 2015. Revenue from Legacy Connectivity Products was $12.6 million in the second quarter of fiscal 2015 compared to $14.7 million in first quarter of fiscal 2015.

•

Gross profit as a percentage of net revenues was 59.1% in the second quarter of fiscal 2015 compared to 59.2% in the first quarter of fiscal 2015.

•

Operating income increased to $13.5 million in the second quarter of fiscal 2015 from $5.4 million in the first quarter of fiscal 2015. We recorded special charges of $2.3 million during the second quarter of fiscal 2015 and $2.5 million during the first quarter of fiscal 2015.

•

Net income of $11.0 million, or $0.12 per diluted share, in the second quarter of fiscal 2015 increased from $6.0 million, or $0.07 per diluted share, in the first quarter of fiscal 2015.

•

Cash, cash equivalents and marketable securities increased to $276.8 million as of September 28, 2014 from $250.4 million as of June 29, 2014.

Results of Operations

Net Revenues

A summary of our net revenues by product category is as follows:


	Three Months Ended						Six Months Ended
	September 28, 2014			September 29, 2013			September 28, 2014			September 29, 2013
	(Dollars in millions)
Net revenues:
Advanced Connectivity Platforms	$	114.9		$	94.0		$	219.6		$	187.2
Legacy Connectivity Products		12.6			18.6			27.4			38.5

	$	127.5		$	112.6		$	247.0		$	225.7

Percentage of net revenues:
Advanced Connectivity Platforms		90	%		83	%		89	%		83	%
Legacy Connectivity Products		10			17			11			17

		100	%		100	%		100	%		100	%

Historically, the global marketplace for server and storage connectivity solutions has expanded in response to the information requirements of enterprise data centers, cloud computing, Web 2.0 and other environments dependent on high performance, reliable data networking. The markets we serve have been characterized by rapid advances in technology and related product performance, which has generally resulted in declining average selling prices for existing products over time.

The market for our Fibre Channel products is mature and has declined during recent periods. This market decline may be the result of a shift in the information technology (IT) data center deployment model, as more enterprise data centers are using private or public clouds to provide a portion of their requirements. This shift has adversely impacted the enterprise server market. To the extent the Fibre Channel market continues to decline, our quarterly operating results would be negatively impacted. In addition, the United States and other countries around the world have experienced, and are continuing to experience, economic weakness and uncertainty. Political instability in certain regions of the world is significantly contributing to this economic uncertainty. Economic uncertainty is adversely affecting, and in the future may continue to adversely affect, IT spending rates, which may have a negative impact on our revenue and operating results. As a result of these factors, it is extremely difficult for us to forecast future sales levels and historical information may not be indicative of future trends.

Net revenues of $127.5 million for the three months ended September 28, 2014 increased 13% from $112.6 million for the three months ended September 29, 2013. The increase in net revenues was the result of a $20.9 million, or 22%, increase in revenue from Advanced Connectivity Platforms, partially offset by a $6.0 million decrease in revenue from Legacy Connectivity Products. The increase in revenue from Advanced Connectivity Platforms was primarily driven by an increase in revenue from Ethernet products associated with an acquisition in the fourth quarter of fiscal 2014. We expect our revenue from Advanced Connectivity Platforms to grow during fiscal 2015, primarily driven by increased shipments of our Ethernet products. The decrease in revenue from Legacy Connectivity Products was primarily due to a decrease in the quantity of switches sold. We expect net revenue from our Legacy Connectivity Products to continue to decline over time. As part of the restructuring plan we implemented in June 2013, we ceased development of future ASICs for switch products; however, we will continue to sell and support products based on the current generation switch ASICs.

Net revenues of $247.0 million for the six months ended September 28, 2014 increased 9% from $225.7 million for the six months ended September 29, 2013. The increase in net revenues was the result of a $32.4 million, or 17%, increase in revenue from Advanced Connectivity Platforms, partially offset by an $11.1 million decrease in revenue from Legacy Connectivity Products. The increase in revenue from Advanced Connectivity Platforms was primarily due to an increase in revenue from Ethernet products. The decrease in revenue from Legacy Connectivity Products was primarily due to a decrease in the quantity of switches sold.

A small number of our customers account for a substantial portion of our net revenues, and we expect that a small number of customers will continue to represent a substantial portion of our net revenues for the foreseeable future. Our top ten customers accounted for 84% of net revenues during each of the six months ended September 28, 2014 and September 29, 2013.

We believe our major customers continually evaluate whether or not to purchase products from alternative or additional sources. Accordingly, there can be no assurance that a major customer will not reduce, delay or eliminate its purchases from us. Any such reduction, delay or loss of purchases could have a material adverse effect on our business, financial condition or results of operations.

Net revenues by geographic area are as follows:


	Three Months Ended				Six Months Ended
	September 28, 2014		September 29, 2013		September 28, 2014		September 29, 2013
	(In millions)
United States	$	47.1	$	47.2	$	94.4	$	96.3
Asia-Pacific and Japan		55.5		41.0		105.8		79.7
Europe, Middle East and Africa		20.3		20.1		38.2		40.7
Rest of world		4.6		4.3		8.6		9.0

	$	127.5	$	112.6	$	247.0	$	225.7

Revenues by geographic area are presented based upon the ship-to location of the customer, which is not necessarily indicative of the location of the ultimate end-user of our products. The United States and China are the only countries that represented 10% or more of net revenues for the periods presented. Net revenues from customers in China were $22.2 million and $41.3 million for the three and six months ended September 28, 2014, respectively, and $13.5 million and $27.4 million for the three and six months ended September 29, 2013, respectively.

Gross Profit

Gross profit represents net revenues less cost of revenues. Cost of revenues consists primarily of the cost of purchased products, assembly and test services; costs associated with product procurement, inventory management, logistics and product quality; and the amortization of purchased intangible assets and other assets. A summary of our gross profit and related percentage of net revenues is as follows:


	Three Months Ended						Six Months Ended
	September 28, 2014			September 29, 2013			September 28, 2014			September 29, 2013
	(Dollars in millions)
Gross profit	$	75.4		$	76.3		$	146.1		$	152.8
Percentage of net revenues		59.1	%		67.8	%		59.2	%		67.7	%

Gross profit for the three months ended September 28, 2014 decreased $0.9 million, or 1%, from gross profit for the three months ended September 29, 2013. Gross profit was positively impacted by the 13% increase in net revenues. The gross profit percentage for the three months ended September 28, 2014 decreased to 59.1% from 67.8% for the corresponding quarter in the prior year. The decrease in gross profit and gross profit percentage was primarily due to an unfavorable product mix, as lower margin Ethernet products increased as a percentage of total revenue and also incremental acquisition-related costs of $3.9 million for amortization of purchased intangible assets.

Gross profit for the six months ended September 28, 2014 decreased $6.7 million, or 4%, from gross profit for the six months ended September 29, 2013. Gross profit was positively impacted by the 9% increase in net revenues. The gross profit percentage for the six months ended September 28, 2014 decreased to 59.2% from 67.7% for the corresponding period in the prior year. The decrease in gross profit and gross profit percentage was primarily due to an unfavorable product mix, as lower margin Ethernet products increased as a percentage of total revenue and also incremental acquisition-related costs of $8.1 million for amortization of purchased intangible assets and $1.0 million for acquired inventory valuation step-up amortization.

Our ability to maintain our current gross profit percentage may be significantly affected by factors such as the mix of products shipped, manufacturing volumes over which fixed costs are absorbed, sales discounts and customer incentives, component costs, the transition to new products, competitive price pressures, the timeliness of volume shipments of new products, our ability to achieve manufacturing cost reductions, and amortization and impairments of purchased intangible assets and other assets. We anticipate that it will continue to be difficult to reduce manufacturing costs. In addition, our anticipated future growth in revenue is expected to be driven primarily by increased shipments of Ethernet products that have a lower gross profit percentage than our historical corporate average. As a result of these and other factors, our gross profit percentage may vary over time and could decline in future periods.

Operating Expenses

Our operating expenses are summarized in the following table:


	Three Months Ended						Six Months Ended
	September 28, 2014			September 29, 2013			September 28, 2014			September 29, 2013
	(Dollars in millions)
Operating expenses:
Engineering and development	$	35.5		$	34.8		$	73.3		$	75.2
Sales and marketing		15.4			16.4			31.5			35.8
General and administrative		8.7			7.6			17.6			15.3
Special charges		2.3			4.3			4.8			16.4

	$	61.9		$	63.1		$	127.2		$	142.7

Percentage of net revenues:
Engineering and development		27.8	%		30.9	%		29.7	%		33.3	%
Sales and marketing		12.1			14.6			12.8			15.9
General and administrative		6.8			6.7			7.1			6.8
Special charges		1.8			3.8			1.9			7.2

		48.5	%		56.0	%		51.5	%		63.2	%

Engineering and Development. Engineering and development expenses consist primarily of compensation and related employee benefit costs, outside service and material costs, occupancy and equipment costs and related computer support costs. During the three months ended September 28, 2014, engineering and development expenses increased to $35.5 million from $34.8 million for the three months ended September 29, 2013, primarily due to an increase in equipment depreciation and maintenance costs.

During the six months ended September 28, 2014, engineering and development expenses decreased to $73.3 million from $75.2 million for the six months ended September 29, 2013. The decrease was primarily due to a $2.3 million decrease in cash compensation and related employee benefit costs and a $1.3 million decrease in stock-based compensation, both principally due to cost savings achieved as a result of our restructuring plans, partially offset by a $1.1 million increase in equipment depreciation and maintenance costs.

We believe continued investments in engineering and development activities are critical to achieving future design wins, expansion of our customer base and revenue growth opportunities.

Sales and Marketing. Sales and marketing expenses consist primarily of compensation and related employee benefit costs, sales commissions, promotional activities and travel for sales and marketing personnel. During the three months ended September 28, 2014, sales and marketing expenses decreased to $15.4 million from $16.4 million for the three months ended September 29, 2013, principally due to a decrease in cash compensation and related employee benefit costs.

During the six months ended September 28, 2014, sales and marketing expenses decreased to $31.5 million from $35.8 million for the six months ended September 29, 2013. The decrease was primarily due to a $1.8 million decrease in cash compensation and related employee benefit costs and a $0.9 million decrease in stock-based compensation, both principally due to a reduction in headcount resulting from our restructuring plans. The decrease in sales and marketing expenses also included a $1.3 million decrease in promotional expenses.

General and Administrative. General and administrative expenses consist primarily of compensation and related employee benefit costs for executive, finance, accounting, human resources, legal and information technology personnel. Non-compensation components of general and administrative expenses include accounting, legal and other professional fees, facilities expenses and other corporate expenses. General and administrative expenses increased to $8.7 million for the three months ended September 28, 2014 from $7.6 million for the three months ended September 29, 2013, primarily due to an increase in consulting and outside services.

General and administrative expenses increased to $17.6 million for the six months ended September 28, 2014 from $15.3 million for the six months ended September 29, 2013, primarily due to an increase in consulting and outside services.

Special Charges. During the three and six months ended September 28, 2014, we recorded special charges of $2.3 million and $4.8 million, respectively. The special charges for the three months ended September 28, 2014 consisted entirely of exit costs. The special charges for the six months ended September 28, 2014 consisted of $3.3 million of exit costs, $1.0 million of asset impairment charges related to abandoned property and equipment and $0.5 million of other charges.

During the three and six months ended September 29, 2013, we recorded special charges of $4.3 million and $16.4 million, respectively. The special charges for the three months ended September 29, 2013 consisted entirely of exit costs. The special charges for the six months ended September 29, 2013 consisted of $14.0 million of exit costs and $2.4 million of asset impairment charges primarily related to abandoned property and equipment.

The exit costs for all periods include severance and related costs associated with involuntarily terminated employees. Certain employees that were notified of their termination are required to provide services for varying periods in excess of statutory notice periods. Severance costs related to these services are recognized ratably over the estimated requisite service period. Exit costs for the six months ended September 29, 2013 also included the estimated costs associated with the portion of a facility under a non-cancelable lease that we ceased using. We expect to incur approximately $1 million of additional exit costs associated with the restructuring plan initiated in June 2013, principally related to severance costs for terminated employees that are required to provide services beyond the statutory notice period.

The unpaid exit costs of $7.1 million as of September 28, 2014 are expected to be paid over the terms of the related agreements through fiscal 2018, including $2.1 million during the next twelve months.

Income Taxes

Our income tax expense was $2.3 million and $3.0 million for the six months ended September 28, 2014 and September 29, 2013, respectively.

Our effective tax rate was 12% and 27% for the six months ended September 28, 2014 and September 29, 2013, respectively. The decrease in our effective tax rate was primarily due to adjustments to previously recognized uncertain tax position liabilities recorded during the six months ended September 28, 2014.

Our federal consolidated income tax returns for fiscal years 2010, 2011 and 2012 are currently under examination by the Internal Revenue Service. We do not believe that the results of this examination will have a material impact on our financial condition or results of operations.

Considering the global scope of our operations and the complexity of global tax and transfer pricing rules and regulations, it is difficult to estimate earnings within each tax jurisdiction. If actual earnings within each tax jurisdiction differ materially from our estimates, we may not achieve our expected effective tax rate. Additionally, our effective tax rate may be impacted by other items, including the tax effects of acquisitions and dispositions, changes to tax laws or regulations, examinations by tax authorities, stock-based compensation, uncertain tax positions and changes in our ability to realize deferred tax assets.

Liquidity and Capital Resources

Our combined balances of cash, cash equivalents and marketable securities decreased to $276.8 million as of September 28, 2014 from $278.0 million as of March 30, 2014. As of September 28, 2014 and March 30, 2014, our international subsidiaries held $218.2 million and $232.8 million, respectively, of our total cash, cash equivalents and marketable securities. These holdings by our international subsidiaries consisted primarily of debt securities due from U.S. issuers, including the U.S. government and related agencies, and U.S. dollar denominated cash and money market funds. Certain foreign regulations could impact our ability to transfer funds to the United States. We currently intend to invest the funds held outside of the United States in our international operations and, as a result, do not intend to repatriate these funds. Should we decide to repatriate funds held outside of the United States, we may incur a significant tax obligation.

We believe that existing cash, cash equivalents, marketable securities and expected cash flow from operations will provide sufficient funds to finance our operations for at least the next twelve months. However, it is possible that we may need to supplement our existing sources of liquidity to finance our activities beyond the next twelve months or for the future acquisition of businesses, products or technologies and there can be no assurance that sources of liquidity will be available to us at that time.

Revolving Credit Facility

Operating, Investing and Financing Activities

Cash provided by operating activities was $11.8 million for the six months ended September 28, 2014 compared to cash provided by operating activities of $40.7 million for the six months ended September 29, 2013. Operating cash flow for the six months ended September 28, 2014 consisted of our net income of $17.0 million and net non-cash expenses of $40.0 million, partially offset by net cash used as a result of changes in operating assets and liabilities of $45.2 million. The changes in operating assets and liabilities included a $20.3 million increase in accounts receivable, a $12.1 million increase in inventories and a $7.9 million decrease in other liabilities. The increase in accounts receivable was primarily due to customer mix and an increase in revenue, as well as the timing of customer shipments and cash collections during the period. The increase in inventories was primarily due to product purchases in support of future customer demand and advanced purchases of ASICs due to long lead times. The decrease in other liabilities was primarily due to the payment of severance and related costs associated with our restructuring plans.

We expect our business will continue to require additional investments in certain components of working capital. The product fulfillment model associated with our fiscal 2014 acquisitions is expected to require additional investments in inventory during fiscal 2015.

Operating cash flow for the six months ended September 29, 2013 consisted of our net income of $7.9 million and net non-cash expenses of $36.5 million, partially offset by net cash used as a result of changes in operating assets and liabilities of $3.7 million. The changes in operating assets and liabilities included a $7.1 million decrease in accrued compensation, partially offset by a $3.2 million increase in other liabilities. The decrease in accrued compensation was primarily due to the timing of payment obligations. The increase in other liabilities was primarily due to accrued exit costs associated with our restructuring plan.

Cash used in investing activities was $16.0 million for the six months ended September 28, 2014 and consisted of $12.1 million of purchases of property and equipment and $3.9 million of net purchases of available-for-sale securities. During the six months ended September 29, 2013, cash used in investing activities was $5.4 million and consisted of $15.4 million of purchases of property and equipment, partially offset by $10.0 million of net sales and maturities of available-for-sale securities.

We expect capital expenditures to remain significant in the future as we continue to invest in more costly engineering and production tools for new technologies, machinery and equipment, and enhancements to our corporate information technology infrastructure.

Cash used in financing activities was $0.1 million for the six months ended September 28, 2014. During the six months ended September 29, 2013, cash used in financing activities was $44.3 million and consisted primarily of our purchase of common stock under our stock repurchase program.

In October 2014, our board of directors authorized a program to repurchase up to $100 million of our outstanding common stock over a period of up to 18 months. Stock may be purchased from time to time, in the open market or through private transactions, subject to market conditions. The timing of any repurchases and the actual number of shares repurchased will depend on a variety of factors, including our stock price, corporate and regulatory requirements and other market and economic conditions.

Contractual Obligations and Commitments

We have certain contractual obligations and commitments to make future payments in the form of non-cancelable purchase orders to our suppliers and commitments under operating lease arrangements. A summary of our contractual obligations as of September 28, 2014, and their impact on our cash flows in future fiscal years, is as follows:


	2015 (Remaining six months)		2016		2017		2018		2019		Total
	(In millions)
Operating leases	$	4.5	$	7.3	$	4.1	$	1.9	$	0.2	$	18.0
Non-cancelable purchase obligations		54.5		1.2		—		—		—		55.7

Total	$	59.0	$	8.5	$	4.1	$	1.9	$	0.2	$	73.7

Our liability for unrecognized tax benefits, including related accrued interest and penalties, was $12.6 million as of September 28, 2014. We are not able to provide a reasonable estimate of the timing of future tax payments related to these obligations.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires us to make estimates and judgments that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenues and expenses during the reporting period. We base our estimates on historical experience and on various other factors that we believe to be reasonable under the circumstances, including the current economic environment, in making judgments about the carrying values of assets and liabilities.

For a description of the accounting policies that we believe to be our most critical accounting policies and estimates, see Critical Accounting Policies and Estimates included in Part II, Item 7 of our Annual Report on Form 10-K for the year ended March 30, 2014. There have been no material changes in any of our critical accounting policies and estimates during the six months ended September 28, 2014. These accounting policies are significantly affected by judgments, assumptions and estimates used in the preparation of the financial statements and actual results could differ materially from the amounts reported based on these policies.

Recently Issued Accounting Standards Not Yet Effective

In May 2014, the Financial Accounting Standards Board issued an accounting standard update which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The standard will replace most existing revenue recognition guidance when it becomes effective. The new standard is effective for us in the first quarter of fiscal 2018. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are currently evaluating the effect this new guidance will have on our consolidated financial statements and related disclosures, and have not yet selected a transition method.

Off-Balance Sheet Arrangements

During the periods presented, we did not have any off-balance sheet arrangements other than operating leases.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Our cash and cash equivalents are not subject to significant interest rate risk due to the short maturities of these instruments. As of September 28, 2014, the carrying value of our cash and cash equivalents approximates fair value.

We maintain a portfolio of marketable securities consisting primarily of U.S. government and agency securities, corporate debt obligations and mortgage-backed securities, the majority of which have remaining terms of three years or less. We are exposed to fluctuations in interest rates as movements in interest rates can result in changes in the market value of our investments in debt securities. However, due to the short-term expected duration of our portfolio of marketable securities, we do not believe that we are subject to material interest rate risk.

In accordance with our investment guidelines, we only invest in instruments with high credit quality ratings and we limit our exposure to any one issuer or type of investment. Our portfolio of marketable securities as of September 28, 2014 consists of $189.8 million of securities that are classified as available-for-sale. As of September 28, 2014, we had gross unrealized losses associated with our available-for-sale securities of $0.3 million that were determined by management to be temporary in nature.

We do not use derivative financial instruments.

Item 4.

Controls and Procedures

We maintain disclosure controls and procedures to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934, as amended, (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Our management evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of September 28, 2014. There was no change in our internal control over financial reporting during our quarter ended September 28, 2014 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II.

OTHER INFORMATION

Item 1.

Legal Proceedings

Various lawsuits, claims and proceedings have been or may be instituted against us. The outcome of litigation cannot be predicted with certainty and some lawsuits, claims and proceedings may be disposed of unfavorably to us. Many intellectual property disputes have a risk of injunctive relief and there can be no assurance that a license will be granted. Injunctive relief could have a material adverse effect on our financial condition or results of operations. Based on an evaluation of matters that are pending or asserted, we believe the disposition of such matters will not have a material adverse effect on our financial condition or results of operations.

Item 1A.

Risk Factors

We have updated the risk factors discussed in Item 1A of our Annual Report on Form 10-K for the year ended March 30, 2014, as set forth below. We do not believe any of the updates constitute material changes from the risk factors previously discussed in our Annual Report on Form 10-K for the year ended March 30, 2014.

Our operating results may fluctuate in future periods, which could cause our stock price to decline.

We have experienced, are currently experiencing, and expect to experience in future periods, fluctuations in sales and operating results from quarter to quarter. For example, the market for our Fibre Channel products is mature and has declined during recent periods. This market decline may be the result of a shift in the information technology (IT) data center deployment model, as more enterprise data centers are using private or public clouds to provide a portion of their requirements. This shift has adversely impacted the enterprise server market. To the extent the Fibre Channel market continues to decline, our quarterly operating results would be negatively impacted.

A significant portion of our net revenues in each fiscal quarter results from orders booked in that quarter. Orders placed by major customers are typically based on their forecasted sales and inventory levels for our products. Accordingly, it is extremely difficult for us to forecast future sales levels and historical information may not be indicative of future trends. In addition, there can be no assurance that we will maintain our current gross margins or profitability in the future.

Fluctuations in our quarterly operating results may also be the result of:

•

the timing, size and mix of orders from customers;

•

gain or loss of significant customers;

•

industry consolidation among our competitors, our customers or our suppliers;

•

customer policies pertaining to desired inventory levels of our products;

•

sales discounts and customer incentives;

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the availability and sale of new products;

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changes in our average selling prices;

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the timing of server refresh cycles;

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variations in manufacturing capacities, efficiencies and costs;

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the availability and cost of components, including silicon chips;

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variations in product development costs, especially related to advanced technologies;

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variations in operating expenses;

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changes in effective income tax rates, including those resulting from changes in tax laws;

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our ability to timely produce products that comply with new environmental restrictions or related requirements of our original equipment manufacturer (OEM) customers;

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actual events, circumstances, outcomes and amounts differing from judgments, assumptions and estimates used in determining the value of certain assets (including the amounts of related valuation allowances), liabilities and other items reflected in our consolidated financial statements;

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the timing of revenue recognition and revenue deferrals;

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gains or losses related to our marketable securities; or

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changes in accounting rules or our accounting policies.

In addition, our quarterly results of operations are influenced by competitive factors, including the pricing and availability of our products and our competitors’ products. Furthermore, communications regarding new products and technologies could cause our customers to defer or cancel purchases of our products. Order deferrals by our customers, delays in our introduction of new products, and longer than anticipated design-in cycles for our products have in the past adversely affected our quarterly results of operations. Due to these factors, as well as other unanticipated factors, it is likely that in some future quarter or quarters our operating results will be below the expectations of public market analysts or investors, and as a result, the price of our common stock could significantly decrease.

We expect gross margin to vary over time primarily due to product mix.

Our gross margin is expected to vary over time primarily due to product mix, including the impact of our acquisition of Ethernet controller-related assets in the fourth quarter of fiscal 2014. We expect that our Ethernet products will represent a higher percentage of our future revenues and these products have a lower gross margin percentage than our historical corporate average. In addition, our gross margins may be adversely affected by numerous other factors, including:

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other changes in product mix;

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transitions to products based on emerging technologies, which may have lower gross margins;

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changes in manufacturing volumes over which fixed costs are absorbed;

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increased price competition;

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introduction of new products by us or our competitors, including products with advantages in price, performance or features;

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our inability to reduce manufacturing-related or component costs;

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entry into new markets;

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amortization and impairments of purchased intangible assets;

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sales discounts and customer incentives;

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increases in material, labor or overhead costs;

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excess inventory and inventory holding charges;

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changes in distribution channels;

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increased warranty costs; and

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acquisitions and dispositions of businesses, technologies or product lines.

A decrease in our gross margin could adversely affect the market price of our common stock.

Our operating results have been, are being, and may in the future be, adversely affected by unfavorable economic conditions.

Certain countries around the world have experienced, and are continuing to experience, economic weakness and uncertainty. Political instability in certain regions of the world is significantly contributing to this economic uncertainty. Economic uncertainty is adversely affecting, and in the future may continue to adversely affect, IT spending rates. For example, certain of our large OEM customers are reporting significant weakness in particular markets and geographies. Reductions in IT spending rates have resulted in reduced sales volumes, and could result in lower prices for our products, longer sales cycles, increased inventory provisions and increased production costs, all of which could negatively impact our results of operations.

As a result of worldwide economic weakness and uncertainty, it is extremely difficult for us and our customers to forecast future revenue levels based on historical information and trends. To the extent that we do not achieve our anticipated level of revenue, our operating results could be adversely affected.

Our stock price may be volatile.

The market price of our common stock has fluctuated substantially, and there can be no assurance that such volatility will not continue. Several factors could impact our stock price, including:

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differences between our actual revenues and operating results and the published expectations of public market analysts;

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quarterly fluctuations in our revenues and operating results;

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introduction of new products or changes in product pricing policies by our competitors or us;

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conditions in the markets in which we operate;

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changes in market projections by industry forecasters;

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changes in estimates of our earnings or rating upgrades or downgrades of our stock by public market analysts;

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operating results or forecasts of our major customers or competitors;

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rumors or dissemination of false information; and

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general economic and geopolitical conditions.

In addition, stock markets have experienced extreme price and volume volatility in recent years and stock prices of technology companies have been especially volatile. This volatility has had a substantial effect on the market prices of securities of many public companies for reasons frequently unrelated to the operating performance of the specific companies. These broad market fluctuations could adversely affect the market price of our common stock, which could have a material adverse impact on investor confidence and employee retention.

Our business is dependent, in large part, on the continued growth of the networking markets that we serve and if these markets do not continue to develop, our business will suffer.

Our products are used in storage, local area and converged networks, and therefore our business is dependent on these markets. Our success in generating revenue in these markets will depend on, among other things, our ability to:

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educate potential OEM customers, distributors, resellers, system integrators, storage system providers and end-user organizations about the benefits of our products;

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maintain and enhance our relationships with OEM customers, distributors, resellers, system integrators and storage system providers;

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predict and base our products on standards that ultimately become industry standards; and

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achieve and maintain interoperability between our products and other equipment and components from diverse vendors.

If we are not successful in any or all of these items, our business and results of operations could be materially and adversely affected.

Our financial condition will be materially harmed if we do not maintain and gain market acceptance of our products.

The markets in which we compete involve rapidly changing technologies, evolving industry standards and continuing improvements in products and services. Examples of these changing technologies include system-on-chip products and both software-defined-networking and software-defined-storage products. Our future success depends, in part, on our ability to:

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enhance our current products and develop and introduce, in a timely manner, new products that keep pace with technological developments and industry standards;

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compete effectively on the basis of price and performance; and

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adequately address OEM and end-user customer requirements and achieve market acceptance.

We believe that to remain competitive, we will need to continue to develop new products and enter new markets, which will require significant investment. Some new markets may require engagement with customers with whom we have limited or no prior experience. Our competitors may be developing alternative technologies, or entering into exclusive strategic alliances with our major customers, either of which may adversely affect the market acceptance of our products, our ability to enter new markets, or our ability to secure customer design wins. Although we continue to explore and develop products based on new technologies, a substantial portion of our revenues is generated today from Fibre Channel technology. If alternative technologies are adopted by the industry, we may not be able to develop products for these technologies in a timely manner. Further, even if alternative technologies do augment Fibre Channel revenues, our products may not be fully developed in time to be accepted by our customers. Even if our new products are developed in time, we may not be able to manufacture them at competitive prices or in sufficient volumes.

Some of our products are based on Fibre Channel over Ethernet (FCoE) or 10Gb Ethernet technologies. FCoE is a converged networking technology that provides a unified storage and data network over Enhanced Ethernet, while preserving the investment by end users in their existing Fibre Channel infrastructure and storage. As with many emerging technologies, it is expected that the market for FCoE will take a number of years to fully develop and mature. We expect products based on FCoE to supplement, and perhaps replace, certain products based on Fibre Channel technology. 10Gb Ethernet is a technology for use in enterprise data centers. The market for 10Gb Ethernet products includes well-established participants who have significantly more engineering, sales and marketing resources to dedicate to developing and penetrating the market than we do. An inability to maintain, or build on, our market share in the Fibre Channel, converged or 10Gb Ethernet markets, or the failure of these markets to expand, could have a material adverse effect on our business or results of operations.

We depend on a small number of customers and any decrease in revenues from any one of our major customers could adversely affect our results of operations and cause our stock price to decline.

A small number of customers account for a substantial portion of our net revenues, and we expect that a small number of customers will continue to represent a substantial portion of our net revenues in the foreseeable future. Our top ten customers accounted for 84% of net revenues for each of the six months ended September 28, 2014 and September 29, 2013. Total revenue from our three largest customers, Hewlett-Packard Company, International Business Machines Corporation (IBM) and Dell, Inc., collectively accounted for more than 50% of net revenues during each of the six months ended September 28, 2014 and September 29, 2013. On October 1, 2014, IBM and Lenovo Group Ltd. (Lenovo) completed the initial closing for Lenovo’s acquisition of IBM’s x86 server business. While we expect our sales related to IBM’s x86 server business to continue with Lenovo after completion of this transaction, to the extent unexpected delays or transition issues occur in connection with the sale of this business, we could experience an adverse effect on our business or results of operations.

A significant portion of the products we sell are incorporated into servers manufactured by our major customers. Certain of our large OEM customers are reporting weakness in this market. If server sales by our major customers continue to be adversely affected by the IT spending environment or server market factors, demand for our products could decrease further, which could have a material adverse effect on our business, financial condition or results of operations.

Our customers generally order products through written purchase orders instead of long-term supply contracts and, therefore, are generally not obligated to purchase products from us for any extended period. Customers typically incorporate our products into complex devices and systems, which creates supply chain cross-dependencies. Accordingly, supply chain disruptions affecting components of our customers’ devices and/or systems could negatively impact the demand for our products, even if the supply of our products is not directly affected. Major customers also have significant leverage over us and may attempt to change the sales terms, including pricing, customer incentives and payment terms, or insist that we undertake or fund significant aspects of the design, qualification and testing that our customers have typically been responsible for, either of which could have a material adverse effect on our business, financial condition or results of operations. As our OEM customers are pressured to reduce prices as a result of competitive factors, we may be required to contractually commit to price reductions for our products before we know how, or if, cost reductions can be achieved. If we are unable to achieve these cost reductions, our gross margins could decline and such a decline could have a material adverse effect on our business, financial condition or results of operations.

The ongoing consolidation in the technology industry could adversely impact our business. There is the potential for some of our customers to merge with or acquire one or more of our other customers. There is also a possibility that one of our large customers could acquire one of our current competitors. As a result of such transactions, demand for our products could decrease, which could have a material adverse effect on our business, financial condition or results of operations.

Competition within the markets for products such as ours is intense and includes various established competitors.

The markets for networking connectivity products are highly competitive and are characterized by short product life cycles, price erosion, rapidly changing technology, frequent product performance improvements and evolving industry standards. Due to the diversity of products required in storage, local area and converged networking, we compete with many companies. In the traditional enterprise storage Fibre Channel adapter and application-specific integrated circuit (ASIC) markets, our primary competitor is Emulex Corporation. In the 10Gb Ethernet adapter and ASIC markets, which include converged networking products such as FCoE and Internet Small Computer Systems Interface (iSCSI) we compete primarily with Emulex Corporation, Mellanox Technologies, Ltd., Chelsio Communications, Inc. and Intel Corporation. We may also compete with some of our server and storage systems customers, some of which have the capability to develop products comparable to those we offer.

We need to continue to develop products appropriate to our markets to remain competitive as our competitors continue to introduce products with improved features. While we continue to devote significant resources to engineering and development, these efforts may not be successful or competitive products may not be developed and introduced in a timely manner. In addition, while relatively few competitors offer a full range of storage, local area and converged networking connectivity products, additional domestic and foreign manufacturers may increase their presence in these markets either through the development of new products or through industry consolidation. We may not be able to compete successfully against these or other competitors. If we are unable to design, develop or introduce competitive new products on a timely basis, or if our competitors introduce new products that are more successful than ours in the marketplace, our future operating results may be materially and adversely affected.

We may engage in mergers, acquisitions, divestitures and strategic investments and these activities could adversely affect our results of operations and stock price.

Our future growth may depend in part on our ability to identify and acquire businesses, technologies or product lines. For example, we completed two acquisitions in fiscal 2014, including the acquisition of 10/40/100Gb Ethernet controller-related assets from Broadcom Corporation. Mergers and acquisitions involve numerous risks, including:

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the failure of markets for the products of acquired businesses, technologies or product lines to develop as expected;

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uncertainties in identifying and pursuing acquisition targets;

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the challenges in achieving strategic objectives, cost savings and other benefits expected from acquisitions;

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the risk that the financial returns on acquisitions will not support the expenditures incurred to acquire such businesses or the capital expenditures needed to develop such businesses;

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difficulties in assimilating the acquired businesses, technologies or product lines;

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the failure to successfully manage additional business locations, including the additional infrastructure and resources necessary to support and integrate such locations;

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the existence of unknown product defects related to acquired businesses, technologies or product lines that may not be identified due to the inherent limitations involved in the due diligence process of an acquisition;

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the diversion of management’s attention from other business concerns;

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risks associated with entering markets or conducting operations with which we have no or limited direct prior experience;

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risks associated with assuming the legal obligations of acquired businesses, technologies or product lines;

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risks related to the effect that internal control processes of acquired businesses might have on our financial reporting and management’s report on our internal control over financial reporting;

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the potential loss of, or impairment of our relationships with, current customers or failure to retain the customers of acquired businesses;

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the inability to qualify the acquired products with OEM partners on a timely basis, or at all;

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the potential loss of key employees related to acquired businesses, technologies or product lines; and

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the incurrence of significant exit charges if products or technologies acquired in business combinations are unsuccessful.

Further, we may never realize the perceived benefits of a business combination or divestiture. Acquisitions by us could negatively impact gross margins or dilute stockholders’ investment and cause us to incur debt, contingent liabilities and amortization/impairment charges related to intangible assets, all of which could materially and adversely affect our financial condition or results of operations. Divestitures involve risks, such as difficulty splitting up businesses, distracting employees, potential loss of revenue and negatively impacting margins, and potentially disrupting customer relationships. In addition, our effective tax rate for future periods could be negatively impacted by acquisitions or divestitures.

We have made, and could make in the future, investments in technology companies, including privately-held companies in a development stage. Many of these private equity investments are inherently risky because the companies’ businesses may never develop, and we may incur losses related to these investments. In addition, we may be required to write down the carrying value of these investments to reflect other-than-temporary declines in their value, which could have a material adverse effect on our financial condition and results of operations.

If we are unable to attract and retain key personnel, we may not be able to sustain or grow our business.

Our future success largely depends on our key engineering, sales, marketing and executive personnel, including highly skilled semiconductor design personnel and software developers. Prasad Rampalli joined the Company as President and Chief Executive Officer in February 2014 and during our leadership transition it is especially important that we retain key personnel. If we lose the services of key personnel, or do not hire or retain other personnel for key positions, our business could be adversely affected.

We believe that the market for key personnel in the industries in which we compete is highly competitive. In particular, we have periodically experienced difficulty in attracting and retaining qualified engineers and other technical personnel and anticipate that competition for such personnel will increase in the future. For example, the market for qualified technical personnel within India has become extremely competitive, resulting in significant wage inflation. As a result, we may not be able to attract and retain key personnel with the skills and expertise necessary to develop new products in the future or to manage our business, both in the United States and abroad.

We have historically used equity awards and our employee stock purchase program as key components of our total employee compensation program in order to align employees’ interests with the interests of our stockholders, encourage retention of key personnel, and provide competitive compensation packages. However, the guidelines of proxy advisory firms relating to stockholder

approval of shares available under equity compensation plans and share usage could make it more difficult for us to obtain such approval and therefore grant stock-based awards to employees in the future, which may result in changes in our stock-based compensation strategy. These and other developments relating to the provision of stock-based compensation to employees could make it more difficult to attract, retain and motivate key personnel.

Our products are complex and may contain undetected software or hardware errors that could lead to an increase in our costs, reduce our net revenues or damage our reputation.

Our products are complex and may contain undetected software or hardware errors when first introduced or as newer versions are released. We are also exposed to risks associated with latent defects in existing products and to risks that components purchased from third-party subcontractors and incorporated into our products may not meet our specifications or may otherwise fail prematurely. From time to time, we have found errors in existing, new or enhanced products. In addition, our products are frequently combined with other products, including software, from other vendors, and these products often need to interface with existing networks, each of which have different specifications and utilize multiple protocol standards. As a result, when problems occur, it may be difficult to identify the source of the problems. The occurrence of hardware or software errors could adversely affect the sales of our products, cause us to incur significant warranty and repair costs, divert the attention of our engineering personnel from our product development efforts and cause significant customer relations problems, any of which could materially and adversely affect our operating results.

We expect the pricing of our products to continue to decline, which could reduce our revenues, gross margins and profitability.

We expect the average unit prices of our products (on a like-for-like product comparison basis) to decline in the future as a result of competitive pricing pressures, increased sales discounts and customer incentives, new product introductions by us or our competitors, or other factors. If we are unable to offset these factors by increasing sales volumes or reducing product manufacturing costs, our total revenues and gross margins may decline. Moreover, most of our expenses are fixed in the short-term or incurred in advance of receipt of corresponding revenues. As a result, we may not be able to decrease our spending to offset any unexpected shortfall in revenues. If this occurs, our revenues, gross margins and profitability could decline.

We are dependent on sole source and limited source suppliers for certain key components.

Certain key components used in the manufacture of our products are purchased from single or limited sources. ASICs are purchased from single sources. For example, in connection with our acquisition of 10/40/100Gb Ethernet controller-related assets, we entered into a development and supply agreement which requires us to purchase the ASICs used in the related products exclusively from Broadcom. Other key components such as microprocessors, logic chips, power supplies and programmable logic devices are purchased from limited sources. If one of these suppliers experiences an interruption in its ability to supply our needs, or chooses to sever or significantly change its relationship with us, we may be unable to produce certain of our products, which could result in the loss of customers and have a material adverse effect on our results of operations.

We are dependent on worldwide third-party subcontractors and contract manufacturers.

Third-party subcontractors located outside the United States assemble and test certain products for us. To the extent that we rely on third-party subcontractors to perform these functions, we will not be able to directly control product delivery schedules and quality assurance. This lack of control may result in product shortages or quality assurance problems that could delay shipments of products or increase manufacturing, assembly, testing or other costs. If a subcontractor experiences capacity constraints or financial difficulties, suffers damage to its facilities, experiences power outages, natural disasters, labor shortages or labor strikes, or any other disruption of assembly or testing capacity, we may not be able to obtain alternative assembly and testing services in a timely manner or on commercially acceptable terms.

In addition, the loss of any of our major third-party contract manufacturers could significantly impact our ability to produce products for an indefinite period of time. Qualifying a new contract manufacturer and commencing volume production is a lengthy and expensive process. Some customers will not purchase any products, other than a limited number of evaluation units, until they qualify the manufacturing line for the product. If we are required to change a contract manufacturer or if a contract manufacturer experiences delays, disruptions, capacity constraints, component part shortages or quality control problems in its manufacturing operations, shipment of our products to our customers could be delayed, resulting in loss or postponement of revenues and potential harm to our competitive position and relationships with customers.

The migration of our customers toward new products could adversely affect our results of operations.

As new or enhanced products are introduced, we must successfully manage the transition from older products in order to minimize the effects of product inventories that may become excess and obsolete, as well as ensure that sufficient supplies of new products can be delivered to meet customer demand. Our failure to manage the transition to newer products in the future or to develop and successfully introduce new products and product enhancements could adversely affect our business or results of operations. In addition, our customers are demanding a higher level of customization for new products, which prevents us from fully leveraging our product design work and adds to our new product development costs. When we introduce new products and product enhancements, we face additional risks relating to product transitions, including risks relating to forecasting demand and longer lead times associated with smaller product geometries and more complex production operations. Any such adverse event or increased costs could have a material adverse effect on our business, financial condition or results of operations.

Historically, the technology industry has developed higher performance ASICs, which create chip-level solutions that replace selected board-level or box-level solutions at a significantly lower average selling price. We have previously offered ASICs to customers for certain applications that have effectively resulted in a lower-priced solution when compared to an adapter solution. This transition to ASICs may also occur with respect to other current and future products. The result of this transition may have an adverse effect on our business, financial condition or results of operations. In the future, a similar adverse effect to our business could occur if there were rapid shifts in customer purchases from our midrange networking connectivity products to lower-cost products.

Our business is subject to seasonal fluctuations and uneven sales patterns.

A large percentage of our products are sold to customers who experience seasonality and uneven sales patterns in their businesses. As a result, we experience similar seasonality and uneven sales patterns. We believe this uneven sales pattern is a result of many factors, including:

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the tendency of our customers to close a disproportionate percentage of their sales transactions in the last month, weeks and days of each quarter;

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spikes in sales during the fourth quarter of each calendar year that some of our customers experience; and

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differences between our quarterly fiscal periods and the fiscal periods of our customers.

In addition, because our customers require us to maintain products at hub locations near their facilities or near the facilities of their contract manufacturers, it is difficult for us to predict sales trends. Our uneven sales pattern also makes it extremely difficult to predict the demand of our customers and adjust manufacturing capacity accordingly. If we predict demand that is substantially greater than actual customer orders, we will have excess inventory. Alternatively, if customer orders substantially exceed predicted demand, the ability to assemble, test and ship orders received in the last weeks and days of each quarter may be limited, or at an increased cost, which could have a material adverse effect on our quarterly revenues and earnings.

Unanticipated changes in our tax provisions or adverse outcomes resulting from examination of our income tax returns could adversely affect our results of operations.

We are subject to income taxes in the United States and various foreign jurisdictions. Our effective tax rate has been and could in the future be adversely affected by changes in tax laws or interpretations of those tax laws, by changes in the mix of earnings in countries with differing statutory tax rates, or by changes in the valuation of our deferred tax assets and liabilities. Our effective tax rate is also affected by intercompany transactions for licenses, services, funding and other items. Given the global scope of our operations, and the complexity of global tax and transfer pricing rules and regulations, it is difficult to estimate earnings within each tax jurisdiction. If actual earnings within a tax jurisdiction differ materially from our estimates, we may not achieve our expected effective tax rate.

Additionally, our effective tax rate may be impacted by the tax effects of acquisitions, dispositions, changes to tax laws or regulations, examinations by tax authorities, stock-based compensation, uncertain tax positions, and changes in our ability to realize deferred tax assets. Significant judgment and estimates are required in determining the impact on our effective tax rate related to these items, including whether it is more likely than not that some or all of our deferred tax assets will be realized. Such estimates are subject to uncertainty due to various factors, including the economic environment, industry and market conditions, and the length of time of the projections included in the analyses. If our actual results are less favorable than current estimates, or we revise our

estimates downward in future analyses, a valuation allowance may be required related to our deferred tax assets with a corresponding adjustment to earnings in the period in which such determination is made, which could have a material effect on our results of operations. In addition, the Organisation for Economic Co-operation and Development (OECD), an international association of 34 countries including the United States, is contemplating changes to numerous long-standing tax principles. These contemplated changes, if finalized and adopted by countries, will increase tax uncertainty and may adversely affect our provision for income taxes.

Finally, we are subject to examination of our income tax returns by the United States Internal Revenue Service (IRS) and other tax authorities, which may result in the assessment of additional income taxes. For example, our federal consolidated income tax returns for fiscal years 2010, 2011 and 2012 are currently under examination by the IRS. We regularly assess the likelihood of adverse outcomes resulting from examinations to determine the adequacy of our provisions for income taxes. However, unanticipated outcomes from examinations could have a material adverse effect on our financial condition or results of operations.

Because we have operations in foreign countries and depend on foreign customers and suppliers, we are subject to international economic, currency, regulatory, political and other risks that could harm our business, financial condition and results of operations.

International revenues accounted for 62% and 57% of our net revenues for the six months ended September 28, 2014 and September 29, 2013, respectively. We expect that international revenues will continue to account for a significant percentage of our net revenues for the foreseeable future. In addition, we maintain operations in foreign countries and a significant portion of our inventory purchases are from suppliers that are located outside the United States. As a result, we are subject to several risks, which include:

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a greater difficulty of administering and managing our business globally;

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compliance with multiple, and potentially conflicting, regulatory requirements, such as import or export requirements, tariffs and other barriers;

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less effective intellectual property protections outside of the United States;

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currency fluctuations;

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overlapping or differing tax structures;

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political and economic instability, including terrorism and war; and

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general trade restrictions.

As of September 28, 2014, our international subsidiaries held $218.2 million of our total cash, cash equivalents and marketable securities. These holdings by our international subsidiaries consist primarily of debt securities due from U.S. issuers, including the U.S. government and related agencies, and U.S. dollar denominated cash and money market funds. Certain foreign regulations could impact our ability to transfer funds to the United States. Additionally, should we decide to repatriate cash held outside of the United States, we may incur a significant tax obligation.

Our international sales are invoiced in U.S. dollars and, accordingly, if the relative value of the U.S. dollar in comparison to the currency of our foreign customers should increase, the resulting effective price increase of our products to such foreign customers could result in decreased sales. In addition, a significant portion of our inventory is purchased from international suppliers, who invoice us in U.S. dollars. If the relative value of the U.S. dollar in comparison to the currency of our foreign suppliers should decrease, our suppliers may increase prices, which could result in a decline of our gross margin. Any of the foregoing factors could have a material adverse effect on our business, financial condition or results of operations.

Our facilities and the facilities of our suppliers and customers are located in regions that are subject to natural disasters.

Our California facilities, including our principal executive offices, our principal design facilities and our critical business operations, are located near major earthquake faults. We are not specifically insured for earthquakes or other natural disasters. Any personal injury at, or damages to, the facilities as a result of such occurrences could have a material adverse effect on our business, results of operations or financial condition. Additionally, we have operations, suppliers and customers in regions that have historically experienced natural disasters. Any earthquake or other natural disaster, including a hurricane, flood, volcanic eruption, tsunami or fire, affecting any of these regions could adversely affect our business, results of operations and financial condition.

In addition, as a result of a natural disaster, our major customers may face shortages of components that could negatively impact their ability to build the servers and data center devices into which our products are integrated, thereby negatively impacting the demand for our products even if the supply of our products is not directly affected by the natural disaster. For example, the earthquake, tsunami and related events that occurred in Japan in March 2011, and the extensive flooding that occurred in Thailand beginning in October 2011, caused widespread destruction in regions that include suppliers of components for many technology companies.

Our proprietary rights may be inadequately protected and difficult to enforce.

In some jurisdictions, we have patent protection on certain aspects of our technology. However, we rely primarily on trade secrets, trademarks, copyrights and contractual provisions to protect our proprietary rights. There can be no assurance that these protections will be adequate to protect our proprietary rights, that others will not independently develop or otherwise acquire equivalent or superior technology, or that we can maintain such technology as trade secrets. There also can be no assurance that any patents we possess will not be invalidated, circumvented or challenged. We have taken steps in several jurisdictions to enforce our trademarks against third parties. No assurances can be given that we will ultimately be successful in protecting our trademarks. The laws of certain countries in which our products are or may be developed, manufactured or sold, including various countries in Asia, may not protect our products and intellectual property rights to the same extent as the laws of the United States, or at all. If we fail to protect our intellectual property rights, our business could be negatively impacted.

Disputes relating to claimed infringement of intellectual property rights may adversely affect our business.

We have in the past received notices of claimed infringement of intellectual property rights and been involved in intellectual property litigation. There can be no assurance that third parties will not assert future claims of infringement of intellectual property rights against us, or against customers who we are contractually obligated to indemnify, with respect to existing and future products. In addition, our supply of silicon chips and other components can also be interrupted by intellectual property infringement claims against our suppliers.

Individuals and groups are purchasing intellectual property assets for the sole purpose of making claims of infringement and attempting to extract settlements from companies such as ours. Although patent and intellectual property disputes may be settled through licensing or similar arrangements, costs associated with these arrangements may be substantial and the necessary licenses or similar arrangements may not be available to us on satisfactory terms, or at all. As a result, we could be prevented from manufacturing and selling some of our products. In addition, if we litigate these kinds of claims, the litigation could be expensive, time consuming and could divert management’s attention from other matters and there is no guarantee we would prevail. Our business could suffer regardless of the outcome of the litigation.

Our distributors may not effectively sell our products and their reseller customers may purchase products from our competitors, which could negatively affect our results of operations.

Our distributors, which currently account for less than 15% of our net revenues, generally offer a diverse array of products from several different manufacturers and suppliers. Accordingly, we are at risk that these distributors may give higher priority to selling products from other suppliers, thus reducing their efforts to sell our products. A reduction in sales efforts by our current distributors could materially and adversely impact our business or results of operations. In addition, if we decrease our distributor-incentive programs (i.e., competitive pricing and rebates), our distributors may decrease the amount of product purchased from us. This could result in a change of business behavior, and distributors may decide to decrease their inventory levels, which could impact availability of our products to their customers.

As a result of these factors regarding our distributors or other unrelated factors, the reseller customers of our distributors could decide to purchase products developed and manufactured by our competitors. Any loss of demand for our products by value-added resellers and system integrators could have a material adverse effect on our business or results of operations.

Our portfolio of marketable securities could experience a decline in market value, which could materially and adversely affect our financial results.

As of September 28, 2014, we held short-term marketable securities totaling $189.8 million. We invest in debt securities, the majority of which are high investment grade, and we limit the exposure to credit risk through diversification and investment in highly-rated securities. However, investing in highly-rated securities does not entirely mitigate the risk of potential declines in market value. For example, in the past we have recorded impairment charges related to investment securities, including securities issued by companies in the financial services sector, that had previously been rated AA or higher. A deterioration in the economy, including tightening of credit markets or significant volatility in interest rates, could cause declines in value of our marketable securities or could impact the liquidity of the portfolio. If market conditions deteriorate significantly, our results of operations or financial condition could be materially and adversely affected.

Changes in and compliance with regulations could materially and adversely affect us.

Our business, results of operations or financial condition could be materially and adversely affected if new laws, regulations or standards relating to us or our products are implemented or existing ones are changed. In addition, our compliance with existing regulations may have a material adverse impact on us. For example, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) was enacted in 2010. There are significant corporate governance and executive compensation related provisions in the Dodd-Frank Act that require the U.S. Securities and Exchange Commission to adopt additional rules and regulations in these areas. The U.S. Securities and Exchange Commission has also finalized new disclosure requirements relating to the sourcing of so-called conflict minerals from the Democratic Republic of Congo and certain other adjoining countries. Our disclosures have been and will be predicated upon the timely receipt of accurate information from suppliers, who may be unwilling or unable to provide us with the relevant information. As a result, these new requirements could adversely affect our costs, the availability of minerals used in our products and our relationships with customers and suppliers.

We and our customers are subject to various import and export regulations of the United States government and other countries. Certain government export regulations apply to the encryption or other features contained in some of our products. Changes in or violations of any such import or export regulations could materially and adversely affect our business, financial condition or results of operations.

In many foreign countries, particularly in those with developing economies, it is common to engage in business practices that are prohibited by regulations applicable to us, such as the Foreign Corrupt Practices Act and other anti-bribery laws. Although we have policies and procedures designed to ensure compliance with these laws, our employees, contractors and agents, as well as those companies to which we outsource certain of our business operations, may take actions in violation of our policies. Any such violation, even if prohibited by our policies, could have a material adverse effect on our business, financial condition or results of operations.

We face increasing complexity in our product design and procurement operations as we adjust to new and future requirements relating to the chemical and material composition of our products, their safe use, the energy consumption associated with those products and product take-back legislation (i.e., legislation that makes producers of electrical goods financially responsible for specified collection, recycling, treatment and disposal of past and future covered products). We could incur substantial costs, our products could be restricted from entering certain jurisdictions, and we could face other sanctions, if we were to violate or become liable under environmental laws or if our products become non-compliant with environmental laws.

We continually seek ways to increase the energy efficiency of our products. Recent analyses have estimated the amount of global carbon emissions that are due to information technology products. As a result, governmental and non-governmental organizations have turned their attention to development of regulations and standards to drive technological improvements and reduce the amount of carbon emissions. There is a risk that these regulations or standards, once developed, will not fully address the complexity of the technology developed by the IT industry or will favor certain technological approaches that we do not currently utilize. Depending on the regulations or standards that are ultimately adopted, compliance could adversely affect our business, results of operations or financial condition.

We may experience difficulties in transitioning to smaller geometry process technologies.

We expect to continue to transition our semiconductor products to increasingly smaller line width geometries. This transition requires us to modify the manufacturing processes for our products and to redesign some products, as well as standard cells and other integrated circuit designs that we may use in multiple products. We periodically evaluate the benefits, on a product-by-product basis,

of migrating to smaller geometry process technologies. In the past, we have experienced some difficulties in shifting to smaller geometry process technologies or new manufacturing processes, which resulted in reduced manufacturing yields, delays in product deliveries and increased expenses. We may face similar difficulties, delays and expenses as we continue to transition our products to smaller geometry processes.

If we fail to carefully manage the use of “open source” software in our products, we may be required to license key portions of our products on a royalty-free basis or expose key parts of our source code.

Certain of our software may be derived from “open source” software that is generally made available to the public by its authors and/or other third parties. Such open source software is often made available to us under licenses, such as the GNU General Public License, that impose certain obligations on us in the event we were to distribute derivative works of the open source software. These obligations may require us to make source code for the derivative works available to the public and license such derivative works under a particular type of license, rather than the forms of licenses customarily used to protect our intellectual property. In the event the copyright holder of any open source software were to successfully establish in court that we had not complied with the terms of a license for a particular work, we could be required to release the source code of that work to the public or stop distributing that work.

System security risks, data protection breaches and cyber-attacks could disrupt our internal operations, and any such disruption could reduce our expected revenues, increase our expenses, damage our reputation and adversely affect our stock price.

Experienced computer programmers and hackers may be able to penetrate our network and misappropriate or compromise our confidential information or that of third parties, create system disruptions or cause shutdowns. Computer programmers and hackers also may be able to develop and deploy viruses, worms, and other malicious software programs that attack our products or otherwise exploit any security vulnerabilities of our products. In addition, sophisticated hardware and operating system software and applications that we produce or procure from third parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the system. The costs to us to eliminate or alleviate cyber or other security problems, bugs, viruses, worms, malicious software programs and security vulnerabilities could be significant and, if our efforts to address these problems are not successful, this could result in interruptions, delays, cessation of service and loss of existing or potential customers that may impede our sales, manufacturing, distribution or other critical functions.

We manage and store various proprietary information and sensitive or confidential data relating to our business. We have also outsourced a number of our business functions to third party contractors. Breaches of our or our third party contractors’ security measures or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data about us or our customers, including the potential loss or disclosure of such information or data as a result of fraud, trickery or other forms of deception, could expose us or our customers to a risk of loss or misuse of this information, result in litigation and potential liability for us, damage our brand and reputation or otherwise harm our business. In addition, the cost and operational consequences of implementing further data protection measures could be significant.

Our ability to borrow and maintain outstanding borrowings under our credit agreement is subject to certain covenants.

We have a credit agreement that provides us with a $125 million unsecured revolving credit facility that matures in March 2018. Borrowings under the credit agreement may be used for general corporate purposes, including permitted share repurchases and acquisitions. Under the credit agreement, we may increase the revolving commitments or obtain incremental term loans in an aggregate amount up to an additional $100 million, subject to certain conditions. Our ability to borrow under the credit agreement is subject to continued compliance with certain financial and non-financial covenants. In addition, a breach of any of the covenants or other provisions in the credit agreement could result in an event of default, which if not cured or waived, could result in outstanding borrowings becoming immediately due and payable. We may be unable to maintain compliance with these covenants and, if we fail to do so, we may be unable to obtain waivers or amend the covenants. In the event that some or all of our outstanding borrowings are accelerated and become immediately due and payable, we may not have the funds to repay, or the ability to refinance, our borrowings. There were no borrowings outstanding under the credit agreement as of September 28, 2014.

Item 6.

Exhibits

Exhibits


Exhibit No.

10.1		QLogic Corporation Deferred Compensation Plan, effective August 1, 2014.*

10.2		Form of Terms and Conditions of Stock Unit Award under the QLogic Corporation 2005 Performance Incentive Plan, as amended.*

10.3		QLogic Corporation 2005 Performance Incentive Plan, Amended and Restated Effective July 10, 2014 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on August 29, 2014).*

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

*	Compensation plan, contract or arrangement required to be filed as an exhibit pursuant to applicable rules of the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements 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.


QLOGIC CORPORATION

By:		/s/ PRASAD L. RAMPALLI
		Prasad L. Rampalli
		President and
		Chief Executive Officer


By:		/s/ JEAN HU
		Jean Hu
		Senior Vice President and
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Date: October 27, 2014

EXHIBIT INDEX


Exhibit No.

10.1		QLogic Corporation Deferred Compensation Plan, effective August 1, 2014.*

10.2		Form of Terms and Conditions of Stock Unit Award under the QLogic Corporation 2005 Performance Incentive Plan, as amended.*

10.3		QLogic Corporation 2005 Performance Incentive Plan, Amended and Restated Effective July 10, 2014 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on August 29, 2014).*

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

*	Compensation plan, contract or arrangement required to be filed as an exhibit pursuant to applicable rules of the Securities and Exchange Commission.

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