Emulex Corporation

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

Forward-Looking Statements

Certain statements contained in this Form 10-Q may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We may also make forward-looking statements in other reports filed with the Securities and Exchange Commission, in materials delivered to stockholders and in press releases. In addition, our representatives may from time to time make oral forward-looking statements. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Words such as “anticipates,” “in the opinion,” “believes,” “intends,” “expects,” “may,” “will,” “should,” “could,” “plans,” “forecasts,” “estimates,” “predicts,” “projects,” “potential,” “continue” and similar expressions may be intended to identify forward-looking statements.

Actual future results could differ materially from those described in the forward-looking statements as a result of a variety of factors, including those discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth below, and, in particular, the subsection entitled “Risk Factors.” These factors include risks related to the recent acquisition of Aarohi Communications, Inc. and risks related to the fact that the economy generally, and the technology and storage segments specifically, have been in a state of uncertainty making it difficult to determine if past experience is a good guide to the future and making it impossible to determine if markets will grow or shrink in the short term. In the past, our results have been significantly impacted by a widespread slowdown in technology investment that pressured the storage networking market that is the mainstay of our business. A downturn in information technology spending could adversely affect our revenues and results of operations. As a result of this uncertainty, we are unable to predict with any accuracy what future results might be. Other factors affecting these forward-looking statements include, but are not limited to, the following: slower than expected growth of the storage networking market or the failure of our Original Equipment Manufacturer, or OEM, customers to successfully incorporate our products into their systems; our dependence on a limited number of customers and the effects of the loss of, or decrease or delays in orders by, any such customers, or the failure of such customers to make payments; the emergence of new or stronger competitors as a result of consolidation movements in the market; the timing and market acceptance of our or our OEM customers’ new or enhanced products; the variability in the level of our backlog and the variable booking patterns of our customers; the effects of terrorist activities, natural disasters and resulting political or economic instability; the highly competitive nature of the markets for our products, as well as pricing pressures that may result from such competitive conditions; our ability and the ability of our OEM customers to keep pace with the rapid technological changes in our industry and gain market acceptance for new products and technologies; the effect of rapid migration of customers towards newer, lower cost product platforms; possible transitions from board or box level to application specific integrated circuit, or ASIC, solutions for selected applications; a shift in unit product mix from high-end to lower-end products; a decrease in the average unit selling prices or an increase in the manufactured cost of our products; delays in product development; our reliance on third-party suppliers and subcontractors for components and assembly; any inadequacy of our intellectual property protection or the potential for third-party claims of infringement; inadequacy of our system of internal controls; our ability to attract and retain key technical personnel; our dependence on foreign sales and foreign-produced products; the effect of acquisitions; impairment charges; changes in tax rates or legislation; and changes in accounting standards. Readers should carefully review these cautionary statements since they identify certain important factors that could cause actual results to differ materially from those in the forward-looking statements and from historical trends and are in addition to other factors discussed elsewhere in this Form 10-Q, in our filings with the Securities and Exchange Commission or in materials incorporated therein by reference. We caution the reader, however, that these lists of risk factors may not be exhaustive. We expressly disclaim any obligation or undertaking to release publicly any updates or changes to these forward-looking statements that may be made to reflect any future events or circumstances.

Executive Overview

Emulex is a leading supplier of a broad range of advanced storage networking infrastructure solutions. Our products and technologies leverage an adaptable common architecture that extends from deep within the storage array to the server edge of storage area networks, or SANs. Our storage networking solution offerings include host bus adapters, or HBAs, embedded storage switches, storage Input/Output controllers, or IOCs, multiprotocol storage routers and intelligent data center networking solutions. HBAs are the data communication products that enable servers to connect to storage networks by offloading communication-processing tasks as information is delivered and sent to the storage network. Embedded storage switches and IOCs are deployed inside storage arrays, tape libraries and other

storage appliances, delivering improved performance, reliability and storage connectivity. Our multiprotocol routers link iSCI host servers to fibre channel SANs or interconnect Fiber channel SANs over IP networks. Our intelligent data center networking solutions support enhanced performance and functionality for networked virtual storage environments. The world’s largest storage and server OEMs rely on our highly flexible common architecture to establish a robust foundation for cost-effectively integrating a wide array of storage protocols, standards and speeds.

We rely almost exclusively on OEMs and sales through distribution channels for our revenue. Our OEM customers include the world’s leading server and storage providers, including Groupe Bull, Dell, EMC, Engenio, Fujitsu Ltd., Fujitsu Siemens, Hewlett-Packard, Hitachi Data Systems, IBM, Ingram Micro, NEC, Network Appliance, Quantum, Sun Microsystems, Unisys and Xyratex. Our distribution partners include ACAL, Avnet, Bell Microproducts, Info-X, Netmarks, Tech Data and Tokyo Electron. The market for storage networking infrastructure solutions is concentrated among large OEMs and, as such, a significant portion of our revenues are generated from sales to a limited number of customers.

We believe that continued investment in next generation storage networking infrastructure solutions is required in order to achieve future revenue growth and profitability. We continue to, and currently plan to invest in research and development, sales and marketing, and capital equipment to deliver leading-edge products to our customers, including additional 4 Gigabit per second or 4 Gb/s connectivity solutions, increased Linux offerings, and products focused on the small to medium business and blade server markets. As of April 2, 2006 we had a total of 539 employees.

Our corporate headquarters are located at 3333 Susan Street, Costa Mesa, California 92626. Our periodic and current reports filed with or furnished to the Securities and Exchange Commission pursuant to the requirements of the Securities and Exchange Act of 1934 are available free of charge through our website (www.emulex.com) as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the Securities and Exchange Commission. References contained herein to “Emulex,” the “Company,” the “Registrant,” “we,” “our,” and “us” refer to Emulex Corporation and its subsidiaries.

On May 1, 2006, we acquired Aarohi Communications, Inc., a supplier of intelligent data center networking components and software with principal product development facilities located in San Jose, California and Bangalore, India, for up to approximately $39 million in cash, assumed debt, contingent consideration and assumed stock options. In addition, the Company will make restricted stock awards of approximately 305,500 shares of the Company’s common stock. The restricted stock awards granted will impact the Company’s results of operations due to increased compensation expenses recognized under SFAS No. 123(R). On May 2, 2006, Aarohi Communications, Inc. was renamed Emulex Communications Corporation.

The purchase price allocations have not been finalized for the Aarohi acquisition. However, significant amounts may be allocated to in-process research and development (“IPR&D”) and to intangible assets, resulting in IPR&D expense and/or intangible asset amortization expense that may impact the Company’s results of operations.

Results of Operations

The following discussion and analysis should be read in conjunction with the Condensed Consolidated Financial Statements included elsewhere herein.


	Percentage of Net Revenues
	Three months ended						Nine months ended
	April 2,			March 27,			April 2,			March 27,
	2006			2005			2006			2005


Net revenues		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales		40.2			40.1			40.5			41.6

Gross profit		59.8			59.9			59.5			58.4

Operating expenses:
Engineering and development		24.3			20.5			21.7			22.8
Selling and marketing		10.3			7.8			8.6			8.6
General and administrative		6.1			4.1			5.7			2.8
Amortization of other intangibles		3.0			2.8			2.7			3.2
Impairment of goodwill		—			—			—			0.7

Total operating expenses		43.7			35.2			38.7			38.1

Operating income		16.1			24.7			20.8			20.3

Nonoperating income:
Interest income		6.6			3.3			4.7			3.5
Interest expense		(0.7	)		(1.0	)		(0.6	)		(1.3	)
Gain (loss) on repurchase of convertible subordinated notes		—			(0.3	)		—			4.8
Other income (expense), net		—			—			—			—

Total nonoperating income		5.9			2.0			4.1			7.0

Income before income taxes		22.0			26.7			24.9			27.3

Income tax provision		9.0			9.4			10.0			10.0

Net income		13.0	%		17.3	%		14.9	%		17.3	%

Three months ended April 2, 2006 compared to three months ended March 27, 2005

Net Revenues. Net revenues for the third quarter of fiscal 2006 ended April 2, 2006, decreased $13.3 million, or 13 percent, to $89.3 million, compared to $102.6 million for the same quarter of fiscal 2005 ended March 27, 2005.

From a product line perspective, net revenues generated from our Fibre Channel products for the three months ended April 2, 2006 and March 27, 2005 represented substantially all of our net revenues. The following chart details our net revenues by product line for the three months ended April 2, 2006 and March 27, 2005:


	Net Revenues by Product Line
	Three Months					Three Months
	Ended		Percentage			Ended		Percentage						Percentage
(dollars in	April 2,		of Net			March 27,		of Net			Increase/			Change,
thousands)	2006		Revenues			2005		Revenues			(Decrease)			if meaningful

Fibre Channel	$	89,159		100	%	$	102,545		100	%	$	(13,386	)		(13	%)
IP networking		133		—			29		—			104			—
Other		3		—			6		—			(3	)		—

Total net revenues	$	89,295		100	%	$	102,580		100	%	$	(13,285	)		(13	%)

We believe that our net revenues from our broad range of Fibre Channel Input/Output, or I/O, and switching products are being generated primarily as a result of our product certifications and qualifications with OEM customers, which generate both direct OEM sales and indirect sales through distribution. We view product certifications and qualifications as an important indicator of future revenue opportunities and growth for the Company. However, product certifications and qualifications do not necessarily ensure continued market acceptance of our products by our OEM customers. It is also very difficult to determine the future impact, if any, on our revenues of product certifications and qualifications. Our Fibre Channel products consist of both our LightPulse and InSpeed products. The decrease in our Fibre Channel products from the three months ended April 2, 2006 compared to the three months ended March 27, 2005 is a result of an approximately 13 percent decrease in shipments of our LightPulse products and an approximate five percent decrease in the average selling price in our LightPulse products. This was partially offset by

a 32 percent increase in shipments of our InSpeed products partially offset by an approximate 13 percent decrease in our average selling price of InSpeed products. Our IP networking products consist of our iSCSI products and our newly introduced iSCSI storage router and FCIP storage router. We do not expect material revenue from IP networking products for the foreseeable future.

In addition to direct sales, some of our larger OEM customers purchased or marketed products indirectly through distributors, resellers or other third parties. We are able to track these indirect purchases to the extent that they are of customer-specific models. However, if these indirect purchases are purchases of our standard models, we are not able to distinguish them by OEM customer. Customers whose direct net revenues, or total direct and indirect net revenues (including customer-specific models purchased or marketed indirectly through distributors, resellers and other third parties), were 10 percent or more of our net revenues for the three months ended April 2, 2006 and March 27, 2005, were as follows:


	Net Revenues by Major Customers
	Direct Revenues						Total Direct and Indirect Revenues ⁽¹⁾
	Three Months			Three Months			Three Months			Three Months
	Ended			Ended			Ended			Ended
	April 2,			March 27,			April 2,			March 27,
	2006			2005			2006			2005

Net revenue percentage ⁽²⁾ :
EMC		—			—			20	%		22	%
Hewlett-Packard		12	%		10	%		12	%		11	%
IBM		31	%		31	%		31	%		32	%
Info-X		19	%		20	%		—			—


⁽¹⁾		Customer-specific models sold indirectly are included with the OEM’s revenues in these columns rather than as revenue for the distributors, resellers or other third parties.

⁽²⁾		Amounts less than 10 percent are not presented.

Direct sales to our top five customers accounted for 71 percent of total net revenues for the three months ended April 2, 2006 and March 27, 2005, and we expect to be similarly concentrated in the future. Our net revenues from our customers can be significantly impacted by changes to our customers business and their business models. Under the vendor fulfillment role planned by EMC for EMC’s Select Program, a portion of the sales of our EMC-specific models are to be directly purchased by EMC from Emulex instead of being sold from inventory owned by EMC’s distribution partners. The timing of our implementation for the EMC Select program is dependent on EMC.

The following chart details our net revenues by sales channel for the three months ended April 2, 2006 and March 27, 2005:


	Net Revenues by Sales Channel
	Three Months					Three Months
	Ended		Percentage			Ended		Percentage						Percentage
	April 2,		of Net			March 27,		Of Net			Increase/			Change,
(dollars in thousands)	2006		Revenues			2005		Revenues			(Decrease)			if meaningful

OEM	$	58,816		66	%	$	65,222		64	%	$	(6,406	)		(10	%)
Distribution		30,428		34	%		37,355		36	%		(6,927	)		(19	%)
Other		51		—			3		—			48			—

Total net revenues	$	89,295		100	%	$	102,580		100	%	$	(13,285	)		(13	%)

The following chart details our net domestic and international revenues based on billed-to location for the three months ended April 2, 2006 and March 27, 2005:


	Net Domestic and International Revenues
	Three Months					Three Months
	Ended		Percentage			Ended		Percentage
	April 2,		of Net			March 27,		Of Net			Increase/			Percentage
(dollars in thousands)	2006		Revenues			2005		Revenues			Decrease			Change

Domestic	$	48,065		54	%	$	57,848		57	%	$	(9,783	)		(17	%)
Pacific Rim		12,723		14	%		15,780		15	%		(3,057	)		(19	%)
Europe and rest of world		28,507		32	%		28,952		28	%		(445	)		(2	%)

Total net revenues	$	89,295		100	%	$	102,580		100	%	$	(13,285	)		(13	%)

We believe the decreases in domestic and international net revenues were primarily due to deferred launches of next-generation OEM server and storage platforms enabled by Emulex HBAs. Additionally, because we sell to OEMs and distributors who ultimately resell our products to their customers, the geographic mix of our net revenues may not be reflective of the geographic mix of end-user demand or installations.

Gross Profit. Cost of sales included the cost of production of finished products as well as support costs and other expenses related to inventory management, manufacturing quality, order fulfillment and amortization expense of intangible assets. In the three months ended April 2, 2006 gross profit decreased $8.0 million, or 13 percent, to $53.4 million, from $61.4 million in the three months ended March 27, 2005. The decrease in gross profit in the three months ended April 2, 2006 compared to the three months ended March 27, 2005, was primarily due to lower net revenues. Cost of sales included $0.1 million of stock-based compensation expense for the three months ended April 2, 2006 recognized in accordance with SFAS No. 123(R) adopted at July 4, 2005, the beginning of our fiscal year. For the three months ended March 27, 2005, cost of sales included $36 thousand of stock-based compensation expenses related to the acquisitions of Vixel in 2003 and Giganet in 2001. Gross margin remained consistent at 60 percent for the three months ended April 2, 2006, and the three months ended March 27, 2005.

Engineering and Development. Engineering and development expenses consisted primarily of salaries and related expenses for personnel engaged in the design, development and technical support of our products. These expenses included third-party fees paid to consultants, prototype development expenses and computer services costs related to supporting computer tools used in the engineering and design process. Engineering and development expenses were $21.7 million and $21.0 million in the three months ended April 2, 2006 and March 27, 2005, representing 24 percent and 21 percent of net revenues in each period, respectively. Engineering and development expenses increased by $0.7 million, or three percent, in the three months ended April 2, 2006 compared to the three months ended March 27, 2005 primarily due to the increase in personnel related expenses of $1.8 million, including stock-based compensation, and an increase in fixed assets depreciation and other equipment related expenses of $0.5 million partially offset by a decrease in expenses associated with new product development of $1.7 million. Engineering and development expenses included $2.0 million of stock-based compensation expenses for the three months ended April 2, 2006, recognized in accordance with SFAS No. 123(R). For the three months ended March 27, 2005 engineering and development expenses included $0.3 million of stock-based compensation expenses related to the acquisitions of Vixel in 2003 and Giganet in 2001. Due to the technical nature of our products, engineering support is a critical part of our strategy during both the development of our products and the support of our customers from product design through deployment into the market. We intend to continue to make significant investments in our current products as well as the continued development of new products. The increase in engineering and development expenses as a percentage of revenues is primarily a result of the lower revenue levels in the 2006 period.

Selling and Marketing. Selling and marketing expenses consisted primarily of salaries, commissions and related expenses for personnel engaged in the marketing and sales of our products, as well as trade shows, product literature, promotional support costs and other advertising-related costs. Selling and marketing expenses were $9.2 million and $8.0 million in the three months ended April 2, 2006 and March 27, 2005, representing 10 percent and eight percent, respectively, of net revenues. Selling and marketing expenses increased by $1.1 million, or 14 percent, in the three months ended April 2, 2006 compared to the three months ended March 27, 2005. This increase was primarily due to higher personnel related expenses of approximately $0.7 million and higher advertising expenses of approximately $0.3 million in the three months ended April 2, 2006 compared to the three months ended March 27, 2005. With the adoption of SFAS No. 123(R), selling and marketing expenses for the three months ended April 2, 2006 included $1.0 million of stock-based compensation expenses. For the three months ended March 27, 2005, selling and marketing expenses included $0.2 million of stock-based compensation expenses related to the acquisitions of Vixel and Giganet. As a portion of selling and marketing expenses, including but not limited to employees’ base

compensation and stock-based expense, is not driven directly by increases or decreases in net revenues, the expenses may fluctuate as a percent of net revenues.

General and Administrative. Ongoing general and administrative expenses consisted primarily of salaries and related expenses for executives, financial accounting support, human resources, administrative services, professional fees and other associated corporate expenses. General and administrative expenses were $5.5 million, or six percent of net revenues, in the three months ended April 2, 2006. General and administrative expenses were $4.2 million or four percent of net revenues, in the three months ended March 27, 2005. General and administrative expenses increased $1.2 million, or 29 percent, in the three months ended April 2, 2006 compared to the three months ended March 27, 2005. The increase includes higher personnel related expenses of approximately $1.2 million during the three months ended April 2, 2006, compared to the three months ended March 27, 2005. With the adoption of SFAS No. 123(R) general and administrative expenses included $1.7 million of stock-based compensation expenses during the three months ended April 2, 2006. For the three months ended March 27, 2005, general and administrative expenses included $0.4 million of stock-based compensation expenses related to the acquisitions of Vixel and Giganet . The increase in the general and administrative expenses as a percentage of revenues is primarily a result of the lower revenue levels in the 2006 period.

Amortization of Other Intangible Assets. Amortization of other intangible assets included the amortization of patents, customer relationships, trade name and covenants not-to-compete assets with estimable lives related to the purchases of Vixel and Giganet. For the three months ended April 2, 2006, amortization of other intangible assets was $2.7 million, or three percent of net revenues. Amortization of other intangible assets for the three months ended March 27, 2005, was $2.8 million, or three percent of net revenues.

Nonoperating Income. Nonoperating income consisted primarily of interest income, interest expense and other non-operating income and expense items. Our nonoperating income increased by $3.3 million to $5.3 million in the three months ended April 2, 2006, from $2.0 million in the three months ended March 27, 2005. The $3.3 million increase in nonoperating income was primarily a result of higher yields on invested cash balances and lower amounts outstanding of the convertible subordinated notes. Interest income increased $2.5 million to $5.9 million in the three months ended April 2, 2006, compared to $3.3 million in the three months ended March 27, 2005, primarily due to an improvement in interest rates in the three months ended April 2, 2006 as compared to the three months ended March 27, 2005. Further, due to the repurchase of convertible subordinated notes during fiscal year 2005, interest expense decreased by $0.4 million to $0.6 million in the three months ended April 2, 2006 from $1.0 million in the three months ended March 27, 2005.

Income Taxes. In the three months ended April 2, 2006, we recorded a tax provision in the amount of $8.1 million, or approximately 41 percent of our income before income taxes. In the three months ended March 27, 2005, we recorded a tax provision in the amount of $9.6 million, or approximately 35 percent of our income before income taxes. The increase in the tax rate is primarily due to the increase in nondeductible stock-based compensation expenses in the three months ended April 2, 2006 compared to the three months ended March 27, 2005 due to the adoption of SFAS No. 123(R) effective July 4, 2005. The tax provision for the three months ended March 27, 2005 also included a benefit of approximately $0.5 million primarily related to research and development tax credits.

Nine months ended April 2, 2006 compared to nine months ended March 27, 2005:

Net Revenues. Net revenues for the nine months ended April 2, 2006, increased by $36.5 million, or 14 percent, to $303.9 million, compared to $267.5 million for the corresponding period of the prior year ended March 27, 2005.

From a product line perspective, net revenues generated from our Fibre Channel products for the nine months ended April 2, 2006, and March 27, 2005 represented substantially all of our net revenues. The following chart details our net revenues by product line for the nine months ended April 2, 2006 and March 27, 2005:


	Net Revenues by Product Line
	Nine Months					Nine Months
	Ended		Percentage			Ended		Percentage						Percentage
	April 2,		of Net			March 27,		of Net			Increase/			Change,
(dollars in thousands)	2006		Revenues			2005		Revenues			(Decrease)			if meaningful

Fibre Channel	$	303,721		100	%	$	267,429		100	%	$	36,292			14	%
IP networking		213		—			34		—			179			—
Other		8		—			13		—			(5	)		—

Total net revenues	$	303,942		100	%	$	267,476		100	%	$	36,466			14	%

Our Fibre Channel products consist of both our LightPulse and InSpeed products. The increase in our Fibre Channel products from the nine months ended March 27, 2005 to April 2, 2006 is a result of an approximately 20 percent increase in shipments of our LightPulse products partially offset by an approximate six percent decrease in the average selling price in our LightPulse products. Additionally, there was a 59 percent increase in shipments of our InSpeed products partially offset by a 24 percent decrease in our average selling price of InSpeed products.


	Net Revenues by Major Customers
	Direct Revenues						Total Direct and Indirect Revenues(1)
	Nine Months			Nine Months			Nine Months			Nine Months
	Ended			Ended			Ended			Ended
	April 2,			March 27,			April 2,			March 27,
	2006			2005			2006			2005

Net revenue percentage⁽²⁾:
EMC		—			—			24	%		19	%
Hewlett-Packard		10	%		13	%		10	%		15	%
IBM		30	%		30	%		30	%		30	%
Info-X		22	%		15	%		—			—


⁽¹⁾		Customer-specific models sold indirectly are included with the OEM’s revenues in these columns rather than as revenues for the distributors, resellers or other third parties.

⁽²⁾		Amounts less than 10 percent are not presented.

Direct sales to our top five customers accounted for 70 percent of total net revenues for the nine months ended April 2, 2006, compared to 68 percent for the nine months ended March 27, 2005, and we expect to be similarly concentrated in the future. Our net revenues from our customers can be significantly impacted by changes to our customers business and their business models.

The following chart details our net revenues by sales channel for the nine months ended April 2, 2006, and March 27, 2005:


	Net Revenues by Sales Channel
	Nine Months					Nine Months
	Ended		Percentage			Ended		Percentage						Percentage
	April 2,		of Net			March 27,		of Net						Change,
(dollars in thousands)	2006		Revenues			2005		Revenues			Increase			if meaningful

OEM	$	192,179		63	%	$	176,219		66	%	$	15,960			9	%
Distribution		111,609		37	%		90,816		34	%		20,793			23	%
Other		154		—			441		—			(287	)		—

Total net revenues	$	303,942		100	%	$	267,476		100	%	$	36,466			14	%

The following chart details our net domestic and international revenues based on billed-to location for the nine months ended April 2, 2006 and March 27, 2005:


	Net Domestic and International Revenues
	Nine Months					Nine Months
	Ended		Percentage			Ended		Percentage
	April 2,		of Net			March 27,		of Net					Percentage
(dollars in thousands)	2006		Revenues			2005		Revenues			Increase		Change

Domestic	$	164,208		54	%	$	146,218		55	%	$	17,990		12	%
Pacific Rim		41,680		14	%		39,461		15	%		2,219		6	%
Europe and rest of world		98,054		32	%		81,797		30	%		16,257		20	%

Total net revenues	$	303,942		100	%	$	267,476		100	%	$	36,466		14	%

We believe the increases in domestic and international net revenues were principally a function of the overall size of the market for Fibre Channel products and increased market acceptance of our Fibre Channel products. We believe the increase in international net revenues at a higher rate than domestic net revenues is primarily due to continued increase in market acceptance of our Fibre Channel products. However, because we sell to OEMs and distributors who ultimately resell our products to their customers, the geographic mix of our net revenues may not be reflective of the geographic mix of end-user demand or installations.

Gross Profit. In the nine months ended April 2, 2006 gross profit increased $24.8 million, or 16 percent, to $180.9 million, from $156.1 million in the nine months ended March 27, 2005. The increase in gross profit in the nine months ended April 2, 2006 compared to the nine months ended March 27, 2005, was primarily due to higher net revenues. Cost of sales included $0.4 million of stock-based compensation expenses for the nine months ended April 2, 2006. For the nine months ended March 27, 2005, cost of sales included $0.1 million of stock-based compensation expenses related to the acquisitions of Vixel in 2003 and Giganet in 2001. Gross margin increased slightly from 58 percent for the nine months March 27, 2005, to 60 percent for the nine months ended April 2, 2006. This increase in gross margin is due primarily to higher production volumes in the nine months ended April 2, 2006 as compared to the nine months ended March 27, 2005, when we temporarily curtailed production to reduce inventory, spreading our fixed manufacturing costs across fewer units.

Engineering and Development. Engineering and development expenses were $65.9 million and $61.0 million in the nine months ended April 2, 2006 and March 27, 2005 representing 22 and 23 percent of net revenues in each period, respectively. Engineering and development expenses increased by $4.9 million, or eight percent, in the nine months ended April 2, 2006, compared to the nine months ended March 27, 2005 primarily due to higher personnel related expenses, including stock-based compensation expenses.. Engineering and development expenses included $6.1 million of stock-based compensation expenses for the nine months ended April 2, 2006, reflecting the adoption of SFAS No. 123(R) at July 4, 2005. For the nine months ended March 27, 2005 engineering and development expenses included $1.2 million of stock-based compensation expenses related to the acquisitions of Vixel and Giganet.. The decrease in engineering and development expenses as a percentage of revenues to 22 percent for the nine months ended April 2, 2006 from 23 percent for the nine months ended March 27, 2005 is primarily a result of the higher revenue levels in the 2006 period.

Selling and Marketing. Selling and marketing expenses were $26.4 million and $23.0 million in the nine months ended April 2, 2006 and March 27, 2005, respectively, representing nine percent of net revenues in both periods. Selling and marketing expenses increased by $3.3 million, or 15 percent, in the nine months ended April 2, 2006, compared to the nine months ended March 27, 2005. This increase was primarily due to higher personnel expenses, including stock-based compensation expenses, of approximately $3.0 million and higher advertising expenses of approximately $0.4 million in the nine months ended April 2, 2006, compared to the nine months ended March 27, 2005. With the adoption of SFAS No. 123(R), selling and marketing expenses included $3.3 million of stock-based compensation expenses for the nine months ended April 2, 2006. For the nine months ended March 27, 2005 selling and marketing expenses included $0.7 million of stock-based compensation expenses related to the acquisitions of Vixel and Giganet.

General and Administrative. General and administrative expenses were $17.3 million, or six percent of net revenues, in the nine months ended April 2, 2006. General and administrative expenses were $7.4 million in the nine months ended March 27, 2005. General and administrative expenses for the nine months ended March 27, 2005 included a $4.6 million reduction related to reimbursement received from our insurance carriers. This reimbursement was related to the shareholder litigation settled and recorded as general and administrative expenses in our fiscal year ended June 29, 2003. General and administrative expenses excluding the $4.6 million insurance reimbursement for

the nine months ended March 27, 2005 would have been $12.0 million, or four percent of net revenues. This would represent an increase of $5.3 million, or 44 percent, in the nine months ended April 2, 2006, as compared to the nine months ended March 27, 2005 excluding the insurance recovery. The increase includes higher personnel expenses, including stock-based compensation expenses, of $5.1 million. Included in the nine months ended March 27, 2005 general and administrative expenses was a refund of legal fees of $0.4 million. This refund of legal fees received was related to the shareholder litigation settled and recorded in our fiscal year ended June 29, 2003. With the adoption of SFAS No. 123(R) in the nine months ended April 2, 2006 general and administrative expenses included $5.6 million of stock-based compensation expenses. For the nine months ended March 27, 2005 general and administrative expenses included $1.3 million of stock-based compensation expenses related to the acquisitions of Vixel and Giganet.

Amortization of Other Intangible Assets. Amortization of other intangible assets included the amortization of patents, customer relationships, trade name and covenants not-to-compete assets with estimable lives related to the purchases of Vixel and Giganet. For the nine months ended April 2, 2006, amortization of other intangible assets was $8.1 million, or three percent of net revenues. Amortization of other intangible assets for the nine months ended March 27, 2005 was $8.5 million, or three percent of net revenues.

Impairment of Goodwill. As a result of a SFAS No. 142, “Goodwill and Other Intangible Assets” analysis, including a second step goodwill impairment test, we fully impaired goodwill as of June 27, 2004. In connection with the preparation of Vixel Corporation’s tax return in the first quarter of fiscal 2005, we revised estimates and discovered errors related to the deferred tax assets of Vixel Corporation (acquired in November 2003). These events resulted in a revision to Vixel’s purchase price allocation to decrease net deferred tax assets and increase goodwill, which was impaired. This resulted in a $1.8 million impairment of goodwill charge for the three months ended September 26, 2004. Had this item been recorded in fiscal 2004, our net loss would have been $1.8 million higher, or $534.1 million, instead of $532.3 million. We do not believe that this $1.8 million impairment of goodwill was material to fiscal 2004 or to fiscal 2005 operations or financial results. Excluding this adjustment, net income for the nine months ended March 27, 2005 would have been $48.1 million.

Nonoperating Income. Nonoperating income consisted primarily of interest income, interest expense and other non-operating income and expense items such as the gains on the repurchase of convertible subordinated notes. Our nonoperating income decreased by $6.1 million to $12.6 million in the nine months ended April 2, 2006, from $18.7 million in the nine months ended March 27, 2005. The $6.1 million decrease in nonoperating income was primarily the result of a net gain of $12.8 million related to the partial repurchase of our 0.25 percent contingent convertible subordinated notes in the nine months ended March 27, 2005 partially offset by an increase in interest income of $5.2 million and a decrease in interest expense of $1.6 million in the nine months ended April 2, 2006 compared to the nine months ended March 27, 2005. Interest income increased $5.2 million to $14.4 million in the nine months ended April 2, 2006, compared to $9.2 million in the nine months ended March 27, 2005 primarily due to an improvement in interest rates in the nine months ended April 2, 2006 as compared to the nine months ended March 27, 2005. Further, as a result of the repurchase of convertible subordinated notes during fiscal year 2005, interest expense decreased by $1.6 million to $1.9 million in the nine months ended April 2, 2006 from $3.4 million in the nine months ended March 27, 2005.

Income Taxes. In the nine months ended April 2, 2006, we recorded a tax provision in the amount of $30.5 million, or approximately 40 percent of our income before income taxes. In the nine months ended March 27, 2005, we recorded a tax provision in the amount of $26.8 million, or approximately 37 percent of our income before income taxes. The increase in the tax rate is primarily due to the increase in nondeductible stock-based compensation expenses in the nine months ended April 2, 2006 compared to the nine months ended March 27, 2005 previously discussed above.

Critical Accounting Policies

The preparation of the financial statements requires estimation and judgment that affect the reported amounts of net revenues, expenses, assets and liabilities in accordance with accounting principles generally accepted in the United States. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances and which form the basis for making judgments about the carrying values of assets and liabilities. Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions. If these estimates differ significantly from actual results, the impact to the financial statements may be material.

We believe the following are critical accounting policies and require us to make significant judgments and estimates in the preparation of our consolidated financial statements: revenue recognition; warranty; allowance for doubtful accounts; intangibles and other long-lived assets; inventories; income taxes and stock-based compensation previously discussed.

Revenue Recognition. We recognize revenue at the time of shipment when title and risk of loss have passed, evidence of an arrangement has been obtained, pricing is fixed or determinable and collectibility has been reasonably assured. We make certain sales through two-tier distribution channels and have various distribution agreements with selected distributors and Master Value Added Resellers, or collectively the Distributors. These distribution agreements may be terminated upon written notice by either party. Additionally, these Distributors are generally given privileges to return a portion of inventory and to participate in price protection and cooperative marketing programs. Therefore, we recognize revenue on our standard products sold to our Distributors based on data received from the Distributors and management’s estimates to approximate the point that these products have been resold by the Distributors. As OEM-specific models sold to our Distributors are governed under the related OEM agreements rather than under these distribution agreements, we recognize revenue at the time of shipment to the Distributors when title and risk of loss have passed, evidence of an arrangement has been obtained, pricing is fixed or determinable and collectibility has been reasonably assured. Additionally, we maintain accruals and allowances for price protection and cooperative marketing programs.

Warranty. We provide a warranty of between one and five years on our products. We record a provision for estimated warranty-related costs at the time of sale based on historical product return rates and management’s estimates of expected future costs to fulfill our warranty obligations. We evaluate our ongoing warranty obligation on a quarterly basis.

Allowance for Doubtful Accounts. We maintain an allowance for doubtful accounts based upon historical write-offs as a percentage of net revenues and management’s review of outstanding accounts receivable. Amounts due from customers are charged against the allowance for doubtful accounts when management believes that collectibility of the amount is unlikely. Although we have not experienced significant losses on accounts receivable historically, our accounts receivable are concentrated with a small number of customers. Consequently, any write-off associated with one of these customers could have a significant impact on our allowance for doubtful accounts and results of operations.

Intangibles and Other Long-Lived Assets. Intangibles resulting from the acquisitions of Vixel and Giganet and the purchase of the technology assets of Trebia Corporation are carried at cost less accumulated amortization. For assets with determinable useful lives, amortization is computed using the straight-line method over the estimated economic lives of the respective intangible assets, ranging from two to seven years. Furthermore, periodically we assess whether our long-lived assets including intangibles, should be tested for recoverability whenever events or circumstances indicate that their carrying value may not be recoverable. The amount of impairment, if any, is measured based on fair value, which is determined using projected discounted future operating cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Inventories. Inventories are stated at the lower of cost on a first-in, first-out basis or market. We use a standard cost system for purposes of determining cost. The standards are adjusted periodically to ensure they represent actual cost. We regularly compare forecasted demand and the composition of the forecast against inventory on hand and open purchase commitments in an effort to ensure the carrying value of inventory does not exceed net realizable value. Accordingly, we may have to record reductions to the carrying value of excess and obsolete inventory if forecasted demand decreases.

Income Taxes. We account for income taxes using the asset and liability method, which recognizes deferred tax assets and liabilities for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We regularly review historical and anticipated future pre-tax results of operations to determine whether we will be able to realize the benefit of our deferred tax assets. A valuation allowance is required to reduce the potential deferred tax asset when it is more likely than not that all or some portion of the deferred tax asset will not be realized due to the lack of sufficient taxable income. As of April 2, 2006, we have a valuation allowance of $0.9 million established against capital loss carryforwards.

Stock-Based Compensation. Beginning with the three months ended October 2, 2005, we account for our stock-based awards to employees and non-employees using the fair value method as required by SFAS No. 123(R). SFAS No. 123(R) requires that the compensation cost related to share-based payment transactions, measured based on the fair value of the equity or liability instruments issued, be recognized in the financial statements. Determining the fair value of options using the Black-Scholes model, or other currently accepted option valuation models, requires highly subjective assumptions, including future stock price volatility and expected time until exercise, which greatly affect the calculated fair value on the grant date. See notes 1 and 9 to the accompanying condensed Consolidated Financial Statements for additional information and related disclosures.

Liquidity and Capital Resources

As of April 2, 2006 we had $411.2 million in working capital and $611.6 million in cash and cash equivalents, current investments and long-term investments. At July 3, 2005, we had $507.8 million in working capital and $521.9 million in cash and cash equivalents, current investments and long-term investments. Our cash and cash equivalents increased by $18.7 million to $139.0 million as of April 2, 2006 from $120.3 million as of July 3, 2005,, the beginning of our fiscal year. The increase in cash and cash equivalents was due to our operating and financing activities, which provided $86.4 million and $14.0 million, respectively. The cash and cash equivalents provided by our operations and financing activities were partially offset by our investing activities, which used $81.8 million of cash and cash equivalents.

In the nine months ended April 2, 2006, operating activities provided $86.4 million of cash and cash equivalents compared to providing $118.2 million in the nine months ended March 27, 2005. The primary reason for the decrease in cash provided by operating activities for the nine months ended April 2, 2006 was an increase in accounts and other receivables and a decrease in accounts payable and accrued liabilities, partially offset by a gain on the repurchase of convertible subordinated notes. Accounts and other receivables increased by $9.2 million in the nine months ended April 2, 2006 compared to a decrease of $7.6 million in the comparable nine month period of the prior year. Accounts payable and accrued liabilities decreased by $9.8 million in the nine months ended April 2, 2006 compared to an increase of $7.6 million in the comparable nine month period of the prior year. The increase in accounts and other receivables is primarily being driven by customer payment terms. The decrease in accounts payable and accrued liabilities is primarily being driven by a change to a vendor managed inventory system during the nine months ended April 2, 2006. Additionally, net income for the nine months ended March 27, 2005 included a gain on the repurchase of convertible subordinated notes of $12.8 million. No convertible subordinated notes were repurchased during the nine months ended April 2, 2006.

In the nine months ended April 2, 2006 investing activities used $81.8 million of cash and cash equivalents, as the amount of purchases of new investments outpaced the maturities of investments. For the nine months ended March 27, 2005, investing activities used $5.5 million of cash and cash equivalents, as the amount of purchases of new investments and additions to property and equipment exceeded the maturities of existing investments. Additionally, during the nine months ended April 2, 2006, Emulex spent $10.8 million on additions to property and equipment compared to spending $9.8 million during the nine months ended March 27, 2005.

Financing activities provided $14.0 million of cash and cash equivalents in the nine months ended April 2, 2006, primarily due to the proceeds received from the issuance of common stock under stock options and stock purchase plans and the excess tax benefits from stock-based payment arrangements. For the nine months ended March 27, 2005, financing activities used $150.0 million of cash and cash equivalents due primarily to the repurchase of contingent convertible subordinated notes.

As of April 2, 2006 Emulex had approximately $236.0 million in face value of its 0.25 percent contingent convertible subordinated notes due 2023 outstanding. Interest is payable in cash on June 15th and December 15th of each year. Under the terms of the offering, the notes may be converted, at the option of the holder and subject to the satisfaction of certain conditions, into shares of the Company’s common stock at a price of $43.20 per share. Holders of the notes may require us to purchase the notes for cash by giving written notice within the 20 business days prior to each of December 15, 2006, December 15, 2008, December 15, 2013, and December 15, 2018. See note 7 to the condensed consolidated financial statements contained herein for more information.

We entered into various purchase agreements for inventory, and as of April 2, 2006 our inventory purchase obligation associated with these items was $23.5 million.

On November 15, 2001, prior to our acquisition of Vixel Corporation, a securities class action was filed in the United States District Court in the Southern District of New York as Case No. 01 CIV. 10053 (SAS), Master File No. 21 MC 92 (SAS) against Vixel and two of its officers and directors and certain underwriters who participated in the Vixel initial public offering in late 1999. The amended complaint alleges violations under Section 10(b) of the Exchange Act and Section 11 of the Securities Act and seeks unspecified damages on behalf of persons who purchased Vixel stock during the period October 1, 1999 through December 6, 2000. In October 2002, the parties agreed to toll the statute of limitations with respect to Vixel’s officers and directors until September 30, 2003, and on the basis of this agreement, Vixel’s officers and directors were dismissed from the lawsuit without prejudice. During June 2003, Vixel and the other issuer defendants in the action reached a tentative settlement with the plaintiffs that would, among other things, result in the dismissal with prejudice of all claims against the defendants and their officers and directors. In connection with the possible settlement, those officers and directors who had entered tolling agreements with the plaintiffs agreed to extend those agreements so that they would not expire prior to any settlement being finalized. Although Vixel approved this settlement proposal in principle, it remains subject to a number of procedural conditions, as well as formal approval by the court. On August 31, 2005, a Preliminary Order In Connection With Settlement Proceedings was issued by the court which among other items, set a date for a Settlement Fairness Hearing held on April 24, 2006 and the form of notice to the Settlement Classes of the Issuers’ Settlement Stipulation. In December 2005, the settlement notices authorized by the court were sent to former Vixel stockholders and the web site www.iposecuritieslitigation.com was created for claimants, as well as a March 24, 2006 objection deadline.

At the Settlement Fairness Hearing held on April 24, 2006, the court raised the following primary issues: (1) the (possible) change in value of the settlement since preliminary approval, and whether the benefits of the settlement should be evaluated at the time of approval or at the time of negotiation; (2) how the class certification argument before the Second Circuit Court of Appeals could or would affect the fairness of the settlement; (3) how to evaluate the intangible benefits of the settlement to the class members; and (4) how to value the $1 billion guarantee (for the consolidated litigation involving Vixel and 297 other Issuers) by Insurers in the Stipulation and Agreement of Settlement Exhibit C in light of the Underwriters’ potential future settlements. The court did not rule on April 24, 2006 on the motion for final approval or objections. We believe the final resolution of this litigation will not have a material adverse effect on our consolidated financial position, results of operations or liquidity.

As part of our commitment to storage networking product development, we expect to continue our investments including property and equipment for additional engineering and test equipment, and continued enhancement of our global IT infrastructure.

We believe that our existing cash and cash equivalents balances, facilities and equipment leases, investments and anticipated cash flows from operating activities will be sufficient to support our working capital needs and capital expenditure requirements for at least the next 12 months and will enable us to repay our outstanding convertible subordinated notes, $236.0 million of which we may be required to purchase for cash from the holders as early as December 2006.

As described below, the following summarizes our contractual obligations at April 2, 2006, and the effect such obligations are expected to have on our liquidity and cash flow in future periods:


	Payments Due by Period
	(in thousands)
			Less than 1		1-3		4-5
	Total		Year⁽¹⁾		Years⁽²⁾		Years⁽³⁾		After 5 Years

Convertible subordinated notes and interest ⁽⁴⁾	$	236,590	$	295	$	236,295	$	—	$	—
Leases		11,225		441		4,001		3,963		2,820
Inventory purchase commitments		23,542		23,542		—		—		—
Other commitments		1,522		1,522		—		—		—

Total	$	272,879	$	25,800	$	240,296	$	3,963	$	2,820


⁽¹⁾		Fiscal year ending July 2, 2006.

⁽²⁾		Fiscal years ending July 1, 2007, and June 29, 2008

⁽³⁾		Fiscal years ending June 28, 2009, and June 27, 2010.

⁽⁴⁾		The principal payment related to the remaining outstanding 0.25 percent contingent convertible subordinated notes of $236.0 million is shown as a payment in the period for the fiscal years ending July 2007 and June 2008 above as holders of these 20-year notes may require us to purchase the notes for cash by giving us written notice as early as 20 business days prior to each of December 15, 2006, December 15, 2008, December 15, 2013, and December 15, 2018.

Risk Factors

A downturn in information technology spending in general or spending on computer and storage systems in particular could adversely affect our revenues and results of operations.

The demand for our Fibre Channel products, which comprised substantially all of our net revenues, has been driven by the demand for high-performance storage networking products and solutions that support enterprise computing applications, including on-line transaction processing, data mining, data warehousing, multimedia and Internet applications. Any significant downturn in demand for such products, solutions and applications, could adversely affect our business, results of operations and financial condition. The adverse effects of any sustained downturn in information technology spending on our operating results may be exacerbated by our research and development investments, strategic investments and merger and acquisition activity, as well as customer service and support, which are expected to continue despite any such downturn.

Our business depends upon the continued growth of the Fibre Channel storage networking market, and our business will be adversely affected if such growth does not occur or occurs more slowly than we anticipate.

The size of our potential market is largely dependent upon the broadening acceptance of our Fibre Channel storage networking technologies, as well as the overall demand for storage. We believe that our investment in the Fibre Channel storage networking market provides opportunity for revenue growth and profitability for the future. However, the market for Fibre Channel storage networking products may not gain broader acceptance and customers may choose alternative technologies and/or products supplied by other companies. Interest continues for iSCSI storage networking solutions, which may satisfy some I/O connectivity requirements through standard Ethernet adapters and software at little to no incremental cost to end users, or through iSCSI HBAs that provide bundled offload engine hardware and software. Such iSCSI solutions compete with Fibre Channel solutions, particularly in the low end of the market. In addition, other technologies such as Serial Attached SCSI, or “SAS,” and Serial ATA, or “SATA,” may compete with our Fibre Channel embedded switched solutions in the future. Furthermore, since our products are sold as parts of integrated systems, demand for our products is driven by the demand for these integrated systems, including other companies’ complementary products. A lack of demand for the integrated systems or a lack of complementary products required for these integrated systems could have a material adverse effect on our business, results of operations and financial condition. If the Fibre Channel storage networking market does not grow, or grows more slowly than we anticipate, attracts more competitors than we expect, as discussed below, or if our products do not achieve continued market acceptance, our business, results of operations and financial condition could be materially adversely affected.

Because a significant portion of our revenues are generated from sales to a limited number of customers, none of which are the subject of exclusive or long-term contracts, the loss of one or more of these customers, or our customers’ failure to make timely payments to us, could adversely affect our business.

We rely almost exclusively on OEMs and sales through distribution channels for our revenue. For the three months ended April 2, 2006 we derived approximately 66 percent of our net revenues from OEMs and 34 percent from sales through distribution. Furthermore, because some of our sales through distribution channels consists of OEM products, OEM customers effectively generated more than 87 percent of our revenue for the nine months ended April 2, 2006. We may be unable to retain our current OEM and distributor customers or to recruit additional or replacement customers.

Although we have attempted to expand our base of customers, including customers for embedded switching products, we believe our revenues in the future will continue to be similarly derived from a limited number of customers. As a result, to the extent that sales to any of our significant customers do not increase in accordance with our expectations or are reduced or delayed, our business, results of operations and financial condition could be materially adversely affected.

As is common in the technology industry, our agreements with OEMs and distributors are typically non-exclusive, have no volume commitments, and often may be terminated by either party without cause. It is increasingly commonplace for our OEM and distributor customers to utilize or carry competing product lines. If we were to lose business from one or more significant OEM or distributor customers to a competitor, our business, results of operations and financial condition could be materially adversely affected. In addition, our OEMs may elect to change their business practices in ways that affect the timing of our revenues, which may materially adversely affect our business, results of operations and financial condition.

Our markets are highly competitive and our business and results of operations may be adversely affected by entry of new competitors into the markets, aggressive pricing and the introduction or expansion of competitive products and technologies.

The markets for our products are highly competitive and are characterized by rapid technological advances, price erosion, frequent new product introductions and evolving industry standards. We expect that our markets will continue to attract new competition. Our current and potential competition consists of major domestic and international companies, some of which have substantially greater financial, technical, marketing and distribution resources than we have. Additional companies, including but not limited to our suppliers, strategic partners, OEM customers and emerging companies, may enter the markets for our storage networking products and new or stronger competitors may emerge as a result of consolidation movements in the marketplace. Additionally, our existing competitors continue to introduce products with improved price/performance characteristics, and we may have to do the same to remain competitive. Furthermore, competitors may introduce new products to the market before we do, and thus obtain a first to market advantage over us. Increased competition could result in increased price competition, reduced revenues, lower profit margins or loss of market share, any of which could have a material adverse effect on our business, results of operations and financial condition.

Alternative legacy technologies such as SCSI and Port Bypass Circuits, or “PBCs,” compete with our Fibre Channel I/O and embedded switch products, respectively, for customers. Our success depends in part on our ability and on the ability of our OEM customers to develop storage networking solutions that are competitive with these alternative legacy technologies. Additionally, in the future other technologies that we are not currently developing may evolve to address the storage networking applications currently served by our Fibre Channel product line today, reducing our market opportunity.

Our operating results are difficult to forecast and could be adversely affected by many factors, and our stock price may decline if our results fail to meet expectations.

Our revenues and results of operations have varied on a quarterly basis in the past and may vary significantly in the future. Accordingly, we believe that period-to-period comparisons of our results of operations are not necessarily meaningful, and you should not rely on such comparisons as indications of our future performance. We may be unable to maintain our current levels of growth or profitability in the future. Our revenues and results of operations are difficult to forecast and could be adversely affected by many factors, including, but not limited to:

	•		changes in the size, mix, timing and terms of OEM and other customer orders;

	•		changes in the sales and deployment cycles for our products and/or desired inventory levels for our products;

	•		acquisitions or strategic investments by our customers, competitors or us;

	•		the timing and market acceptance of new or enhanced product introductions by us, our OEM customers and/or competitors;

	•		market share losses or difficulty in gaining incremental market share growth;

	•		fluctuations in product development, procurement, resource utilization and other operating expenses;

	•		component shortages;

	•		reduced demand from our customers if there is a shortage of, or difficulties in acquiring, components or other products, such as Fibre Channel disk drives and optical modules, used in conjunction with our products in the deployment of systems;

	•		the inability of our electronics manufacturing service providers to produce and distribute our products in a timely fashion;

	•		difficulties with updates, changes or additions to our information technology systems;

	•		breaches of our network security, including viruses;

	•		changes in general social and economic conditions, including but not limited to natural disasters, terrorism, public health and slower than expected market growth, with resulting changes in customer technology budgeting and spending;

	•		changes in technology, industry standards or consumer preferences;

	•		seasonality; and

	•		changes in our accounting or other policies resulting from the adoption of new laws, regulations or pronouncements.

As a result of these and other unexpected factors or developments, we expect that in the future operating results will be from time to time below the expectations of investors or market analysts, which would have a material adverse effect on our stock price.

Our relatively small backlog of unfilled orders, possible customer delays or deferrals and our tendency to generate a large percentage of our quarterly sales near the end of the quarter contribute to possible fluctuations in our operating results that could have an adverse impact on our results of operations and stock price.

Historically, we have generally shipped products quickly after we receive orders, meaning that we do not always have a significant backlog of unfilled orders. As a result, our revenues in a given quarter may depend substantially on orders booked during that quarter. Alternatively, orders already in backlog may be deferred or cancelled. Also, we have typically generated a large percentage of our quarterly revenues in the last month of the quarter. Because our expense levels are largely based on our expectations of future sales and continued investment in research and development, in the event we experience unexpected decreases in sales, our expenses may be disproportionately large relative to our revenues and we may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall. A material shortfall in sales in relation to our quarterly expectations or any delay, deferral or cancellation of customer orders would likely have an immediate and adverse impact on our results of operations and may adversely affect our stock price.

Our industry is subject to rapid technological change and we must keep pace with the changes to successfully compete.

The markets for our products are characterized by rapidly changing technology, evolving industry standards and the frequent introduction of new products and enhancements. Our future success depends in large part on our ability to enhance our existing products and to introduce new products on a timely basis to meet changes in customer preferences and evolving industry standards. Currently, new and proposed technologies such as four, eight and ten Gb/s Fibre Channel solutions; one and ten Gb/s Ethernet solutions; Infiniband; PCI-X 2.0; PCI Express; PCI Express Advanced Switching; iSCSI; SATA; SAS; and Remote Direct Memory Access, or RDMA; are in development by many companies and their ultimate acceptance and deployment in the market is uncertain. We are developing some, but not all of these technologies, and we cannot be sure that the technologies we chose to develop will achieve market acceptance, or that technologies that we chose not to develop will be available to purchase or license from third parties or will be immaterial to our business. Furthermore, if our products are not available in time for the qualification cycle at an OEM it may be up to three years, if ever, before another qualification cycle is available to us. In addition, new products and enhancements developed by us may not be backwards compatible to existing equipment already installed in the market. If we are unable, for technological or other reasons, to develop new products, enhance or sell existing products, or consume existing products in a timely and cost-effective manner in response to technological and market changes, our business, results of operations and financial condition may be materially adversely affected.

We have experienced losses in our history and may experience losses in our future that may adversely affect our stock price and financial condition.

We have experienced losses in our history, including a loss of $532.3 million in fiscal 2004. Any losses, including losses caused by impairment of long-lived assets or goodwill, may adversely affect the perception of our business by analysts and investors, which could adversely affect our stock price. To the extent that we are unable to generate positive operating profits or positive cash flow from operations, our financial condition may be materially adversely affected.

The migration of our customers toward newer product platforms may have a significant adverse effect.

As our customers migrate from one platform to the enhanced price/performance of the next platform, we may experience reduced revenue, gross profit or gross margin levels associated with lower average selling prices or higher relative product costs associated with improved performance. While we regularly compare forecasted demand for our products against inventory on hand and open purchase commitments, to the extent that customers migrate more quickly than anticipated, the corresponding reduction in demand for older product platforms may result in obsolete inventory and related charges which could have a material adverse effect on our financial condition and results of operations.

Any failure of our OEM customers to keep up with rapid technological change and successfully market and sell systems that incorporate new technologies could adversely affect our business.

Our revenues depend significantly upon the ability and willingness of our OEM customers to commit significant resources to develop, promote and deliver products that incorporate our technology. In addition, if our customers’ products are not commercially successful, it would have a material adverse effect on our business, results of operations and financial condition.

Rapid changes in the evolution of technology, including the unexpected extent or timing of the transition from HBA solutions or embedded switch box solutions to lower-priced ASIC solutions, could adversely affect our business.

Historically, the electronics industry has developed higher performance ASICs that create chip level solutions that replace selected board level or box level solutions at a significantly lower average selling price. We have previously experienced this trend and expect it to continue in the future. If this transition is more abrupt or is more widespread than anticipated, there can be no assurance that we will be able to modify our business model in a timely manner, if at all, in order to mitigate the effects of this transition on our business, results of operations and financial position.

If customers elect to utilize lower-end HBAs in higher-end environments or applications, our business could be negatively affected.

We supply three families of HBAs that target separate high-end, mid-range and small and medium-sized business, or SMB, markets. Historically, the majority of our Fibre Channel revenue has come from our high-end server and storage solutions. In the future, increased revenues are expected to come from SMB and midrange server and storage solutions, which have lower average selling prices. If customers elect to utilize lower-end HBAs in higher-end environments or applications, our business could be negatively affected.

A decrease in the average unit selling prices and/or an increase in the manufactured cost of our products could adversely affect our revenue, gross margins and financial performance.

In the past, we have experienced downward pressure on the average unit selling prices of our products. Furthermore, we may provide pricing discounts to customers based upon volume purchase criteria, and achievement of such discounts may reduce our average unit selling prices. To the extent that growth in unit demand fails to offset decreases in average unit selling prices, our revenues and financial performance could be materially adversely affected. Although historically we have achieved offsetting cost reductions, to the extent that average unit selling prices of our products decrease without a corresponding decrease in the costs of such products, our gross margins and financial performance could be materially adversely affected. Furthermore, as the majority of our products are manufactured internationally, cost reductions would be more difficult to achieve if the value of the U.S. dollar deteriorates. Moreover, if the manufactured cost of our products were to increase due to inflation or other factors, our gross margins and financial performance could be materially adversely affected.

Delays in product development could adversely affect our business.

We have experienced delays in product development in the past and may experience similar delays in the future. Prior delays have resulted from numerous factors, which may include, but are not limited to:

	•		difficulties in hiring and retaining necessary employees and independent contractors;

	•		difficulties in reallocating engineering resources and other resource limitations;

	•		unanticipated engineering or manufacturing complexity, including from third-party suppliers of intellectual property such as foundries of our ASICs;

	•		undetected errors or failures in software, firmware and hardware;

	•		changing OEM product specifications;

	•		delays in the acceptance or shipment of products by OEM customers; and

	•		changing market or competitive product requirements.

Given the short product life cycles in the markets for our products and the relatively long product development cycles, any delay or unanticipated difficulty associated with new product introductions or product enhancements could have a material adverse effect on our business, results of operations and financial condition.

Our joint development activities may result in products that are not commercially successful or that are not available in a timely fashion.

We have engaged in joint development projects with third parties in the past and we expect to continue doing so in the future. Joint development can magnify several risks for us, including the loss of control over development of aspects of the jointly developed products and over the timing of product availability. Accordingly, we face increased risk that joint development activities will result in products that are not commercially successful or that are not available in a timely fashion.

During April 2003 we announced a joint development activity with Intel Corporation relating to storage processors that integrate SATA, SAS and Fibre Channel interfaces within a single architecture. Under the agreement, we will develop the protocol controller hardware, firmware and drivers. Intel will integrate its Intel(R) Xscale™ microarchitecture as the core technology for the new processors and will manufacture the processors on its 90-nanometer process technology. This activity has risks resulting from the licensing of technology to Intel and from increased development costs.

A change in our business relationships with our third-party suppliers or our Electronics Manufacturing Service providers or EMS providers, could adversely affect our business.

We rely on third-party suppliers for components and the manufacture of our products, and we have experienced delays or difficulty in securing components and finished goods in the past. Delays or difficulty in securing components or finished goods at reasonable cost may be caused by numerous factors including, but not limited to:

	•		discontinued production by a supplier;

	•		required long-term purchase commitments;

	•		undetected errors, failures or production quality issues, including projected failures that may exceed epidemic failure rates specified in agreements with our customers or that may require us to make concessions or accommodations for continuing customer relationships;

	•		timeliness of product delivery;

	•		sole sourcing and components made by a small number of suppliers, including the inability to obtain components and finished goods at reasonable cost from such sources and suppliers;

	•		financial stability and viability of our suppliers and EMS providers;

	•		changes in business strategies of our suppliers and EMS providers;

	•		increases in manufacturing costs due to lower volumes or more complex manufacturing process than anticipated;

	•		disruption in shipping channels;

	•		natural disasters;

	•		inability or unwillingness of our suppliers or EMS providers to continue their business with us;

	•		environmental, tax or legislative changes in the location where our products are produced or delivered, including implementation of European Union Directives 2002/95/EC (RoHS) and 2002/96/EC (WEEE) ;

	•		difficulties associated with foreign operations; and

	•		market shortages.

There is a risk that we will not be able to retain our current suppliers or change to alternative suppliers. An interruption in supply, the cost of shifting to a new supplier or EMS providers, disputes with suppliers or EMS providers, or the cost associated with a long-term purchase commitment could have a material adverse effect on our business, results of operations and financial condition.

As we have transitioned the material procurement and management for our key components to our EMS providers, we face increasing risks associated with ensuring product availability. Further, an adverse inventory management control issue by one or more of our third-party suppliers could have a material adverse effect on our business, results of operations and financial condition.

LSI Logic Corporation announced on April 6, 2006 that it had entered into an asset purchase agreement to sell the Gresham, Oregon manufacturing facility at which certain ASICs are manufactured for us, and the transition of such facility creates a risk of disruption in our supply of certain ASICs should the announced plans of LSI Logic for uninterrupted service of customers not be achieved.

If our intellectual property protections are inadequate, it could adversely affect our business.

We believe that our continued success depends primarily on continuing innovation, marketing and technical expertise, as well as the quality of product support and customer relations. At the same time, our success is partially dependent on the proprietary technology contained in our products. We currently rely on a combination of patents, copyrights, trademarks, trade secret laws and contractual provisions to establish and protect our intellectual property rights in our products. For a more complete description of our intellectual property, you should read “Business-Intellectual Property” contained within our 2005 Annual Report on Form 10-K.

We cannot be certain that the steps we take to protect our intellectual property will adequately 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. In addition, the laws of some of the countries in which our products are or may be developed, manufactured or sold may not protect our products and intellectual property rights to the same extent as the laws of the United States or at all. Furthermore, we enter into various development projects and arrangements with other companies. In some cases, these arrangements allow for the sharing or use of our intellectual property. Our failure to protect our intellectual property rights could have a material adverse effect on our business, results of operations and financial condition.

Ongoing lawsuits present inherent risks, any of which could have a material adverse effect on our business, financial condition or results of operations. Such potential risks include the continuing expenses of litigation, the risk of loss of patent rights, the risk of injunction against the sale of products incorporating the technology in question, counterclaims and attorneys’ fee liability.

For more information on legal proceedings related to Emulex, see Part II, Item I- “Legal Proceedings.”

Third-party claims of intellectual property infringement could adversely affect our business.

We believe that our products and technology do not infringe on the intellectual property rights of others or upon intellectual property rights that may be granted in the future pursuant to pending applications. We occasionally receive communications from third parties alleging patent infringement, and there is always the chance that third parties may assert infringement claims against us. Any such claims, with or without merit, could result in costly litigation, cause product shipment delays or require us to enter into royalty or licensing agreements, which may or may not be available. Furthermore, we have in the past obtained, and may be required in the future to obtain, licenses

of technology owned by other parties. We cannot be certain that the necessary licenses will be available or that they can be obtained on commercially reasonable terms. If we were to fail to obtain such royalty or licensing agreements in a timely manner and on reasonable terms, our business, results of operations and financial condition could be materially adversely affected.

The inability or increased cost of attracting, motivating or retaining key managerial and technical personnel could adversely affect our business.

Our success depends to a significant degree upon the performance and continued service of key managers, as well as engineers involved in the development of our storage networking technologies and technical support of our storage networking products and customers. Competition for such highly skilled employees in the communities in which we operate, as well as our industry is intense, and we cannot be certain that we will be successful in recruiting, training and retaining such personnel. In addition, employees may leave our company and subsequently compete against us. Also, many of these key managerial and technical personnel receive stock options as part of our employee retention initiatives. New regulations, volatility in the stock market and other factors could diminish the value of our stock options, putting us at a competitive disadvantage and forcing us to use more cash compensation. If we are unable to attract new managerial and technical employees, or are unable to retain and motivate our current key managerial and technical employees, or are forced to use more cash compensation to retain key personnel, our business, results of operations and financial condition could be materially adversely affected.

Our international business activities subject us to risks that could adversely affect our business.

For the three months ended April 2, 2006 sales in the United States accounted for 54 percent of our total net revenues, sales in the Pacific Rim countries accounted for 14 percent and sales in Europe and the rest of the world accounted for 32 percent of our total net revenues, based on bill-to address. We expect that our sales will be similarly distributed for the foreseeable future. However, because we sell to OEMs and distributors who ultimately resell our products to their customers, the geographic mix of our sales may not be reflective of the geographic mix of end-user demand or installations. All of our sales are currently denominated in U.S. dollars. As a result, if the value of the U.S. dollar increases relative to foreign currencies, our products could become less competitive in international markets. Additionally, a significant portion of our products are produced at our EMS providers’ production facilities in Spain, Mexico and Malaysia. As a result, we are subject to the risks inherent in international operations. Our international business activities could be affected, limited or disrupted by a variety of factors, including, but not limited to:

	•		the imposition of or changes in governmental controls, taxes, tariffs, trade restrictions and regulatory requirements;

	•		the costs and risks of localizing products for foreign countries;

	•		longer accounts receivable payment cycles;

	•		changes in the value of local currencies relative to our functional currency;

	•		import and export restrictions;

	•		loss of tax benefits, or increases in tax expenses, due to international production;

	•		general economic and social conditions within foreign countries;

	•		taxation in multiple jurisdictions; and

	•		political instability, war or terrorism.

All of these factors could harm future sales of our products to international customers or future production outside of the United States of our products, and have a material adverse effect on our business, results of operations and financial condition.

Potential acquisitions or strategic investments may be more costly or less profitable than anticipated and may adversely affect the price of our company stock.

We may pursue acquisitions or strategic investments that could provide new technologies, products or service offerings. Future acquisitions or strategic investments may negatively impact our results of operations as a result of operating losses incurred by the acquired entity, the use of significant amounts of cash, potentially dilutive issuances of equity or equity-linked securities, incurrence of debt, amortization of intangible assets with determinable lives or impairment of intangible assets. Furthermore, we may incur significant expenses pursuing acquisitions or strategic investments that ultimately may not be completed. Moreover, to the extent that any proposed acquisition or strategic investment is not favorably received by stockholders, analysts and others in the investment community, the price of our stock could be adversely affected. In addition, acquisitions or strategic investments involve numerous risks, including, but not limited to:

	•		difficulties in the assimilation of the operations, technologies, products and personnel of the acquired company;

	•		purchased technology that is not adopted by customers in the way or the time frame we anticipated;

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

	•		risks of entering markets in which we have limited or no prior experience;

	•		risks associated with assuming the legal obligations of the acquired company;

	•		minority interest in a company, resulting from a strategic investment, that could have an impact on our results;

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

	•		the potential loss of key employees of the company we invested in or acquired;

	•		there may exist unknown defects of an acquired company’s products or assets that may not be identified due to the inherent limitations involved in the due diligence process of an acquisition; and

	•		changes in generally accepted accounting principles regarding the accounting treatment for acquisitions to a more or less favorable treatment than is currently proscribed.

In the event that an acquisition or strategic investment does occur and we are unable to obtain anticipated profits or successfully integrate operations, technologies, products or personnel or acquire assets that later become worthless, our business, results of operations and financial condition could be materially adversely affected.

Our acquisition of Aarohi Communications, Inc. on May 1, 2006 involves numerous risks beyond those listed above, including, but not limited to:

	•		difficulties and expenses in assimilating and retaining employees, including integrating teams that have not previously worked together;

	•		difficulties in creating and maintaining uniform standards, controls, procedures and policies;

	•		different geographic locations of the principal operations of Emulex and Aarohi and difficulties relating to management of Aarohi’s operations and personnel in India;

	•		the location of a principal product development facility in San Jose, California near a major earthquake fault;

	•		currency conversion exposure for payroll and other expenses of a principal product development facility in Bangalore, India;

	•		the attainment of cost efficiencies in a principal product development facility in Bangalore, India and

	•		potential adverse reactions of existing customers and strategic relationship partners.

As a result of these and other difficulties, we may not realize the anticipated benefits of the acquisition and may encounter difficulties that could have a material adverse effect on our business and operating results or cause expectations with respect to Aarohi and the combined companies to be inaccurate. In addition, Aarohi’s revenue generating activities to date have been limited, and Aarohi is incurring operating losses which are expected to further dilute the Company’s earnings until new product revenue grows to a level sufficient to offset expenses, which timing the Company is unable to predict.

Our stock price is volatile, which has and may result in lawsuits against us and our officers and directors.

The stock market in general and the stock prices in technology-based companies in particular have experienced extreme volatility that often has been unrelated to the operating performance of any specific public company. The market price of our common stock has fluctuated in the past and is likely to fluctuate in the future as well. For example, during the calendar year 2005 the sales price of our common stock ranged from a low of $15.06 per share to a high of $22.68 per share. Factors that could have a significant impact on the market price of our stock include, but are not limited to, the following:

	•		quarterly variations in customer demand and operating results;

	•		announcements of new products by us or our competitors;

	•		the gain or loss of significant customers or design wins;

	•		changes in analysts’ earnings estimates;

	•		changes in analyst recommendations, price targets or other parameters that may not be related to earnings estimates;

	•		rumors or dissemination of false information;

	•		pricing pressures;

	•		short selling of our common stock;

	•		general conditions in the computer, storage or communications markets; and

	•		events affecting other companies that investors deem to be comparable to us.

In the past, companies, including us, that have experienced volatility in the market price of their stock have been the objects of securities class action litigation. If we were to be the subject of similar litigation in the future or experience unfavorable outcomes in any of our pending litigation, as discussed in Part II, Item I- “Legal Proceedings” contained elsewhere herein, it could have a material adverse effect on our results of operations and financial condition.

Terrorist activities and resulting military and other actions could adversely affect our business.

The continued threat of terrorism, military action and heightened security measures in response to the threat of terrorism may cause significant disruption to commerce throughout the world. To the extent that such disruptions result in delays or cancellations of customer orders, delays in collecting cash, a general decrease in corporate spending on information technology or our inability to effectively market, manufacture or ship our products, our business, financial condition, and results of operations could be materially and adversely affected. We are unable to predict whether the threat of terrorism or the responses thereto will result in any long-term commercial disruptions or if such activities or responses will have any long-term material adverse effect on our business, results of operations or financial condition.

Our corporate offices and principal product development facilities are located in a region that is subject to earthquakes and other natural disasters.

Our California and Washington facilities, including our corporate offices and principal product development facilities, are located near major earthquake faults. Any disruption in our business activities, personal injury or

damage to the facilities in excess of our currently insured amounts as a result of earthquakes or other such natural disasters, could have a material adverse effect on our business, results of operations and financial condition.

Our shareholder rights plan, certificate of incorporation and Delaware law could adversely affect the performance of our stock.

Our shareholder rights plan and provisions of our certificate of incorporation and of the Delaware General Corporation Law could make it more difficult for a third party to acquire us, even if doing so would be beneficial to our shareholders. The shareholder rights plan and these provisions of our certificate of incorporation and Delaware law are intended to encourage potential acquirers to negotiate with us and allow our board of directors the opportunity to consider alternative proposals in the interest of maximizing shareholder value. However, such provisions may also discourage acquisition proposals or delay or prevent a change in control, which could harm our stock price. For more information, please read note 12 to the Consolidated Financial Statements contained in our 2005 Annual Report on Form 10-K, our certificate of incorporation and Delaware law for more information on the anti-takeover effects of provisions of our shareholder rights plan.

Our system of internal controls may be inadequate.

We maintain a system of internal controls in order to ensure we are able to collect, process, summarize and disclose the information required by the Securities and Exchange Commission within the time periods specified. Any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Additionally, public companies in the United States are required to review their internal controls under the Sarbanes-Oxley Act of 2002. If the internal controls put in place by us are not adequate or fail to perform as anticipated, we may be required to restate our financial statements, receive an adverse audit opinion, and/or take other actions that will divert significant financial and managerial resources, as well as be subject to fines and/or other government enforcement actions. Furthermore, the price of our stock could be adversely affected.

Changes in laws, regulations and financial accounting standards may affect our reported results of operations.

New laws, regulations and accounting standards, as well as changes to and varying interpretations of currently accepted accounting practices in the technology industry might adversely affect our reported financial results, which could have an adverse effect on our stock price. Furthermore, new guidance related to the expensing of stock options in SFAS No. 123(R) has materially adversely affected operating and net income for the three and nine months ended April 2, 2006, and may affect our stock price.

The final determination of our income tax liability may be materially different from our income tax provisions and accruals.

We are subject to income taxes in both the United States and international jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes. In the ordinary course of our business, there are many transactions where the ultimate tax determination is uncertain. Additionally, our calculations of income taxes are based on our interpretations of applicable tax laws in the jurisdictions in which we file. Although we believe our tax estimates are reasonable, there is no assurance that the final determination of our income tax liability will not be materially different than what is reflected in our income tax provisions and accruals. Should additional taxes be assessed as a result of new legislation, an audit or litigation, if our effective tax rate should change as a result of changes in federal, international or state and local tax laws, or if we were to change the locations where we operate, there could be a material effect on our income tax provision and net income in the period or periods in which that determination is made, and potentially to future periods as well.

We may need additional capital in the future and such additional financing may not be available on favorable terms.

While we believe we have adequate working capital to meet our expected cash requirements for the next twelve months, we may need to raise additional funds through public or private debt or equity financings in order to, without limitation:

	•		take advantage of unanticipated opportunities, including more rapid international expansion or acquisitions of complementary businesses or technologies;

	•		develop new products or services;

	•		repay outstanding indebtedness; and

	•		respond to unanticipated competitive pressures.

Any additional financing we may need may not be available on terms favorable to us, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of business opportunities, develop new products or services or otherwise respond to unanticipated competitive pressures. In any such case, our business, results of operations and financial condition could be materially adversely affected.

In fiscal 2004, we completed a $517.5 million private placement of 0.25 percent convertible subordinated notes due 2023. During the fiscal year 2005, we repurchased and cancelled $281.5 million in face value of these 0.25 percent notes, leaving approximately $236.0 million still outstanding at April 2, 2006. The holders of our 0.25 percent notes may require us to purchase the notes for cash as early as December 2006. If we have insufficient liquidity and capital resources to repay the principal amounts of our outstanding convertible notes and the notes when due, we may be forced to raise additional funds through public or private debt or equity financings, which may not be available on favorable terms, if at all. If such financings were not available on favorable terms our business, results of operations and financial condition could be materially adversely affected.

Conversion of our outstanding notes would dilute the ownership interest of existing stockholders.

The conversion of our notes into shares of our common stock would dilute the ownership interests of existing stockholders. Any sales in the public market of the common stock issuable upon conversion of the notes could adversely affect prevailing market prices of our common stock. In addition, the existence of the notes may encourage short selling by market participants due to this dilution or to facilitate trading strategies involving notes and common stock.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Sensitivity

At April 2, 2006, our investment portfolio consisted primarily of fixed income securities, excluding those classified as cash and cash equivalents, of $472.6 million. We have the positive intent and ability to hold these securities to maturity. Currently, the carrying amount of these securities approximates fair market value. However, the fair market value of these securities is subject to interest rate risk and would decline in value if market interest rates increased. If market interest rates were to increase immediately and uniformly by 10 percent from the levels existing as of April 2, 2006, the decline in the fair value of the portfolio would not be material to our financial position, results of operations and cash flows. However, if interest rates decreased and securities within our portfolio matured and were re-invested in securities with lower interest rates, interest income would decrease in the future.

As of April 2, 2006, we had approximately $236.0 million face value 0.25 percent contingent convertible subordinated notes issued and outstanding. The fair value, based on quoted market prices, of our 0.25 percent convertible subordinated notes at April 2, 2006, was $226.9 million. The fair value of these notes may increase or decrease due to various factors, including fluctuations in the market price of our common stock, fluctuations in market interest rates and fluctuations in general economic conditions.

Foreign Currency

We have executed and will continue to execute transactions in foreign currencies. As a result, we may be exposed to financial market risk resulting from fluctuations in foreign currency exchange rates, particularly the British Pound and the Euro. Given the relatively small number of foreign currency transactions, we do not believe that our potential exposure to fluctuations in foreign currency exchange rates is significant.

Item 4. Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.

There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II: OTHER INFORMATION

Item 1. Legal Proceedings

Litigation

On November 15, 2001, prior to the Company’s acquisition of Vixel Corporation, a securities class action was filed in the United States District Court in the Southern District of New York as Case No. 01 CIV. 10053 (SAS), Master File No. 21 MC92 (SAS) against Vixel and two of its officers and directors and certain underwriters who participated in the Vixel initial public offering in late 1999. The amended complaint alleges violations under Section 10(b) of the Exchange Act and Section 11 of the Securities Act and seeks unspecified damages on behalf of persons who purchased Vixel stock during the period October 1, 1999 through December 6, 2000. In October 2002, the parties agreed to toll the statute of limitations with respect to Vixel’s officers and directors until September 30, 2003, and on the basis of this agreement, Vixel’s officers and directors were dismissed from the lawsuit without prejudice. During June 2003, Vixel and the other issuer defendants in the action reached a tentative settlement with the plaintiffs that would, among other things, result in the dismissal with prejudice of all claims against the defendants and their officers and directors. In connection with the possible settlement, those officers and directors who had entered tolling agreements with the plaintiffs agreed to extend those agreements so that they would not expire prior to any settlement being finalized. Although Vixel approved this settlement proposal in principle, it remains subject to a number of procedural conditions, as well as formal approval by the court. On August 31, 2005, a Preliminary Order In Connection With Settlement Proceedings was issued by the court which among other items, set a date for a Settlement Fairness Hearing held on April 24, 2006, and the form of notice to the Settlement Classes of the Issuers’ Settlement Stipulation. In December 2005, the settlement notices authorized by the court were sent to former Vixel stockholders and the web site www.iposecuritieslitigation.com was created for claimants, as well as a March 24, 2006 objection deadline.

At the Settlement Fairness Hearing held on April 24, 2006, the court raised the following primary issues: (1) the (possible) change in value of the settlement since preliminary approval, and whether the benefits of the settlement should be evaluated at the time of approval or at the time of negotiation; (2) how the class certification argument before the Second Circuit Court of Appeals could or would affect the fairness of the settlement; (3) how to evaluate the intangible benefits of the settlement to the class members; and (4) how to value the $1 billion guarantee (for the consolidated litigation involving Vixel and 297 other Issuers) by Insurers in the Stipulation and Agreement of Settlement Exhibit C in light of the Underwriters’ potential future settlements. The Court did not rule on April 24,2006 on the motion for final approval or objections. The Company believes the final resolution of this litigation will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity.

Ongoing lawsuits present inherent risks, any of which could have a material adverse effect on the Company’s business, financial condition or results of operations. Such potential risks include the continuing expenses of litigation, counterclaims and attorneys’ fee liability.

Additionally, the Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity.

Item 1A. Risk Factors

This item is not applicable as the Company was not required to disclose risk factors in response to Part I, Item 1A of Form 10-K in its Annual Report on Form 10-K for the fiscal year ended July 3, 2005. However, the Company has included a description of risk factors as part of Part I, Item 2 of this Quarterly Report on Form 10-Q.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Company did not repurchase any equity securities and there were no sales of unregistered securities during the three months ended April 2, 2006.

Item 6. Exhibits


Exhibit 3.1		Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Company’s 1997 Annual Report on Form 10-K).

Exhibit 3.2		Certificate of Amendment of Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2000).

Exhibit 3.3		Amended and restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 30, 2005).

Exhibit 3.4		Certificate of Designations of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 4 to the Company’s Current Report on Form 8-K filed February 2, 1989).

Exhibit 4.1		Rights Agreement dated January 19, 1989, as amended (incorporated by reference to Exhibit 4 to the Company’s Current Report on Form 8-K filed February 2, 1989).

Exhibit 4.2		Certificate regarding extension of Final Expiration Date of Rights Agreement dated January 18, 1999 (incorporated by reference to Exhibit 4.2 of Amendment No. 2 to the Registration Statement on Form S-3, filed on May 17, 1999).

Exhibit 4.3		Form of 0.25% Convertible Subordinated Note due December 15, 2023 (incorporated by reference to Exhibit 4.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 28, 2003).

Exhibit 4.4		Indenture between the Company, as Issuer, and State Street Bank and Trust Company of California, N.A., as Trustee, dated December 12, 2003, related to the Company’s 0.25% Convertible Subordinated Notes due 2023 (incorporated by reference to Exhibit 4.7 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 28, 2003).

Exhibit 4.5		Registration Rights Agreement between the Company and Credit Suisse First Boston Corporation dated December 12, 2003, related to the Company’s 0.25% Convertible Subordinated Notes due 2023 (incorporated by reference to Exhibit 4.8 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 28, 2003).

Exhibit 10.1		Form of 2005 Equity Incentive Plan Restricted Stock Award Agreement.

Exhibit 10.2		Form of Notice of Grant of Restricted Stock Award under 2005 Equity Incentive Plan.

Exhibit 31A		Certification of the Principal Executive Officer Pursuant to 17 CFR 240.13a-14(a), as Adopted Pursuant to § 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31B		Certification of the Principal Financial Officer Pursuant to 17 CFR 240.13a-14(a), as Adopted Pursuant to § 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to § 906 of the Sarbanes-Oxley Act of 2002.

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.

Date: May 12, 2006


		EMULEX CORPORATION

		By:		/s/ Paul F. Folino Paul F. Folino Chairman of the Board and Chief Executive Officer

		By:		/s/ Michael J. Rockenbach Michael J. Rockenbach Executive Vice President and Chief Financial Officer (Principal Financial and Chief Accounting Officer)

Exhibit Index


Exhibit 3.1		Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Company’s 1997 Annual Report on Form 10-K).

Exhibit 3.2		Certificate of Amendment of Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2000).

Exhibit 3.3		Amended and restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 30, 2005).

Exhibit 3.4		Certificate of Designations of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 4 to the Company’s Current Report on Form 8-K filed February 2, 1989).

Exhibit 4.1		Rights Agreement dated January 19, 1989, as amended (incorporated by reference to Exhibit 4 to the Company’s Current Report on Form 8-K filed February 2, 1989).

Exhibit 4.2		Certificate regarding extension of Final Expiration Date of Rights Agreement dated January 18, 1999 (incorporated by reference to Exhibit 4.2 of Amendment No. 2 to the Registration Statement on Form S-3, filed on May 17, 1999).

Exhibit 4.3		Form of 0.25% Convertible Subordinated Note due December 15, 2023 (incorporated by reference to Exhibit 4.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 28, 2003).

Exhibit 4.4		Indenture between the Company, as Issuer, and State Street Bank and Trust Company of California, N.A., as Trustee, dated December 12, 2003, related to the Company’s 0.25% Convertible Subordinated Notes due 2023 (incorporated by reference to Exhibit 4.7 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 28, 2003).

Exhibit 4.5		Registration Rights Agreement between the Company and Credit Suisse First Boston Corporation dated December 12, 2003, related to the Company’s 0.25% Convertible Subordinated Notes due 2023 (incorporated by reference to Exhibit 4.8 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 28, 2003).

Exhibit 10.1		Form of 2005 Equity Incentive Plan Restricted Stock Award Agreement.

Exhibit 10.2		Form of Notice of Grant of Restricted Stock Award under 2005 Equity Incentive Plan.

Exhibit 31A		Certification of the Principal Executive Officer Pursuant to 17 CFR 240.13a-14(a), as Adopted Pursuant to § 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31B		Certification of the Principal Financial Officer Pursuant to 17 CFR 240.13a-14(a), as Adopted Pursuant to § 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to § 906 of the Sarbanes-Oxley Act of 2002.

EX-10.1 2 a20645exv10w1.txt EXHIBIT 10.1 Exhibit 10.1 EMULEX CORPORATION 2005 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT This Restricted Stock Award Agreement (this "AGREEMENT"), is made and entered into on the execution date of the Notice of Grant Award to which it is attached (the "CERTIFICATE"), by and between Emulex Corporation, a Delaware corporation (the "COMPANY"), and the Director, Employee or Consultant ("GRANTEE") named in the Certificate. Pursuant to the Emulex Corporation 2005 Equity Incentive Plan (the "PLAN"), the Administrator of the Plan has authorized the grant to Grantee of the right to receive shares of the Company's Common Stock (the "AWARD"), upon the terms and subject to the conditions set forth in this Agreement and in the Plan. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan. NOW, THEREFORE, in consideration of the premises and the benefits to be derived from the mutual observance of the covenants and promises contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. BASIS FOR AWARD. This Award is made pursuant to the Plan for valid consideration provided to the Company by the Grantee. By your execution of the Certificate, you agree to accept the Restricted Stock Award rights granted pursuant to the Certificate and this Restricted Stock Award Agreement and to receive the shares of Restricted Stock of Emulex Corporation designated in the Certificate subject to the terms of the Plan, the Certificate and this Award Agreement. 2. RESTRICTED STOCK AWARD. The Company hereby awards and grants to Grantee, for valid consideration, the number of shares of Common Stock of the Company set forth in the Certificate, which shall be subject to the restrictions and conditions set forth in the Plan, the Certificate and in this Agreement (the "RESTRICTED STOCK"). One or more stock certificates representing the number of shares specified in the Certificate shall hereby be registered in the Grantee's name (the "STOCK CERTIFICATE"), but shall be deposited and held in the custody of the Company for the Grantee's account as provided in Section 10 hereof until such Restricted Stock becomes vested. Grantee acknowledges and agrees that the shares may be issued as a book entry with the Company's transfer agent and that no physical certificates need be issued for so long as the shares remain Unvested Shares. Subject to the terms of this Agreement, Grantee shall have all the rights of a shareholder with respect to the Restricted Stock while they are held in the custody of the Company for Grantee's account, including the right to vote the Restricted Stock and to receive any dividends thereon. 3. VESTING. The Restricted Stock shall vest and restrictions on transfer shall lapse subject to the Vesting Schedule set forth in the Certificate. If the Grantee shall cease Continuous Service for any reason, the Unvested Shares shall be forfeited immediately. If the Grantee provided consideration other than in the form of prior services, the Company may repurchase the Grantee's unvested Common Stock acquired under this Agreement as provided in Section 7.4 of the Plan (the "RIGHT OF REPURCHASE"). The Right of Repurchase shall be exercisable with respect to unvested stock at a price equal to the lesser of the purchase price at which such Common Stock was acquired under this Agreement or the Fair Market Value of such Common Stock. The Right of Repurchase may be exercised by the Company at any time within six months after the date of termination of Grantee's Continuous Service, provided that such exercise may in any event be extended at the election of the Company to a date that is at least 60 days after the six month anniversary of the date the stock was acquired from the Company. 4. COMPLIANCE WITH LAWS AND REGULATIONS. The issuance and transfer of Common Stock shall be subject to compliance by the Company and Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company's Common Stock may be listed at the time of such issuance or transfer. If the Grantee provided consideration in the form of prior services, the unvested Shares shall be forfeited immediately without regard to the Right of Repurchase. EMULEX CORPORATION RESTRICTED STOCK AWARD AGREEMENT Page 1 5. TAX WITHHOLDING. (a) Grantee agrees that, no later than the first to occur of (i) the date as of which the restrictions on the Restricted Stock shall lapse with respect to all or any of the Restricted Stock covered by this Agreement or (ii) the date required by Section 5(b) below, Grantee shall pay to the Company (in cash or to the extent permitted by the Administrator, by tendering Company Stock held by the Grantee, including shares of Restricted Stock held in escrow that become vested ("SHARE WITHHOLDING"), with a Fair Market Value on the date the Restricted Stock vests equal to the amount of Grantee's minimum statutory tax withholding liability, or to the extent permitted by the Administrator, a combination thereof) any federal, state or local taxes of any kind required by law to be withheld, if any, with respect to the Restricted Stock for which the restrictions shall lapse. The Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Grantee any federal, state or local taxes of any kind required by law to be withheld with respect to the shares of such Company Stock. Payment of the tax withholding by a Participant who is an officer, director or other "insider" subject to Section 16(b) of the Exchange Act by tendering Company Stock or in the form of Share Withholding is subject to pre-approval by the Administrator, in its sole discretion, in a manner that complies with the specificity requirements of Rule 16b-3 under the Exchange Act, including the name of the Participant involved in the transaction, the nature of the transaction, the number of shares to be acquired or disposed of by the Participant and the material terms of the Award involved in the transaction. (b) Grantee may elect, within thirty (30) days of the Offer Grant Date, to include in gross income for federal income tax purposes an amount equal to the Fair Market Value of the Restricted Stock less the amount, if any, paid by the Grantee (other than by prior services) for the Restricted Stock granted hereunder pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended. In connection with any such Section 83(b) election, Grantee shall pay to the Company, or make such other arrangements satisfactory to the Administrator to pay to the Company based on the Fair Market Value of the Restricted Stock on the Offer Grant Date, any federal, state or local taxes required by law to be withheld with respect to such Shares at the time of such election. If Grantee fails to make such payments, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Grantee any federal, state or local taxes required by law to be withheld with respect to such Shares. 6. NO RIGHT TO CONTINUED SERVICE. Nothing in this Agreement shall be deemed by implication or otherwise to impose any limitation on any right of the Company to terminate the Grantee's service at any time. In the event Grantee's Continuous Service with the Company is terminated by the Company, by Grantee or as a result of Grantee's death or disability, no unvested shares of Common Stock shall become vested after such termination of Continuous Service. 7. REPRESENTATIONS AND WARRANTIES OF GRANTEE. Grantee represents and warrants to the Company that: (a) Agrees to Terms of the Plan. Grantee has received a copy of the Plan and has read and understands the terms of the Plan, the Certificate and this Agreement, and agrees to be bound by their terms and conditions. Grantee acknowledges that there may be adverse tax consequences upon the vesting of Restricted Stock or disposition of the shares of Common Stock once vested, and that Grantee should consult a tax advisor prior to such time. (b) Stock Ownership. Grantee is the record and beneficial owner of the shares of Restricted Stock with full right and power to transfer the Unvested Shares to the Company free and clear of any liens, claims or encumbrances and Grantee understands that the stock certificates evidencing the Restricted Stock will bear a legend referencing this Agreement. (c) SEC Rule 144. Grantee understands that Rule 144 promulgated under the Securities Act may indefinitely restrict transfer of the Common Stock so long as Grantee remains an "affiliate" of the Company or if "current public information" about the Company (as defined in Rule 144) is not publicly available. 8. COMPLIANCE WITH U.S. FEDERAL SECURITIES LAWS. Grantee understands and acknowledges that notwithstanding any other provision of the Agreement to the contrary, the vesting and holding of the Common Stock EMULEX CORPORATION RESTRICTED STOCK AWARD AGREEMENT Page 2 is expressly conditioned upon compliance with the Securities Act and all applicable federal and state securities laws. Grantee agrees to cooperate with the Company to ensure compliance with such laws. 9. FORFEITURE OF UNVESTED STOCK. Unless otherwise provided in an employment agreement, the terms of which have been approved by the Administrator, if unvested Common Stock ("UNVESTED SHARES") standing in the name of Grantee on the books of the Company does not become vested on or before the expiration of the period during which the applicable vesting conditions must occur, such Unvested Shares shall be automatically forfeited and cancelled as outstanding shares of Common Stock immediately upon the occurrence of the event or time period after which such Unvested Shares may no longer become vested. 10. RESTRICTIONS ON UNVESTED SHARES. (a) Deposit of the Unvested Shares. Grantee shall deposit all of the Unvested Shares with the Company to hold until the Unvested Shares become vested, at which time such vested shares shall no longer constitute Unvested Shares. To the extent requested by the Company, Grantee shall execute and deliver to the Company, concurrently with the execution of this Agreement (and/or, if requested by the Company, from time to time thereafter) blank stock powers for use in connection with the transfer to the Company or its designee of Unvested Shares that do not become vested. The Company will deliver to Grantee the Stock Certificate for the shares of Common Stock that become vested upon vesting of such shares. (b) Restriction on Transfer of Unvested Shares. Grantee shall not transfer, assign, grant a lien or security interest in, pledge, hypothecate, encumber or otherwise dispose of any of the Unvested Shares, except as permitted by this Agreement. 11. ADJUSTMENTS. The number of Unvested Shares shall be automatically adjusted to reflect any stock split, stock dividend, recapitalization, merger, consolidation, reorganization, combination or exchanges of shares or other similar event affecting the Company's outstanding Common Stock subsequent to the date of this Agreement. If Grantee becomes entitled to receive any additional shares of Common Stock or other securities ("ADDITIONAL SECURITIES") in respect of the Unvested Shares, the total number of Unvested Shares shall be equal to the sum of (i) the initial Unvested Shares; and, (ii) the number of Additional Securities issued or issuable in respect of the initial Unvested Shares and any Additional Securities previously issued to Grantee. 12. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS. (a) Legends. To the extent that stock certificate(s) representing Unvested Shares are issued in physical form rather than through book entry through the Company's transfer agent, Grantee understands and agrees that the Company will place the legends set forth below or similar legends on any stock certificate(s) evidencing the Common Stock, together with any other legends that may be required by state or U.S. Federal securities laws, the Company's Certificate of Incorporation or Bylaws, any other agreement between Grantee and the Company or any agreement between Grantee and any third party: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER, AS SET FORTH IN A RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES. SUCH PUBLIC SALE AND TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES. The above legend shall be removed at such time as the shares in question are no longer subject to restrictions on public resale and transfer pursuant to this Agreement. Any legends required by applicable state or U.S. Federal securities laws shall be removed at such time as such legends are no longer required. (b) Stop-Transfer Instructions. Grantee agrees that, to ensure compliance with the restrictions imposed by this Agreement, the Company may issue appropriate "stop-transfer" instructions to its transfer agent, if any, and if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. EMULEX CORPORATION RESTRICTED STOCK AWARD AGREEMENT Page 3 (c) Refusal to Transfer. The Company will not be required (i) to transfer on its books any shares of Common Stock that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such shares, or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such shares have been so transferred. 13. MODIFICATION. The Agreement may not be modified except in writing signed by both parties. 14. PLAN. Except as otherwise provided herein, or unless the context clearly indicates otherwise, capitalized terms herein which are defined in the Plan have the same definitions as provided in the Plan. The terms and provisions of the Plan are incorporated herein by reference, and the Grantee hereby acknowledges receiving a copy of the Plan. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Agreement, the Plan shall govern and control. 15. INTERPRETATION. Any dispute regarding the interpretation of this Agreement shall be submitted by Grantee or the Company to the Plan Administrator for review. The resolution of such a dispute by the Plan Administrator shall be final and binding on the Company and Grantee. 16. ENTIRE AGREEMENT. The Plan and the Certificate are incorporated herein by reference. This Agreement, the Certificate and the Plan constitute the entire agreement of the parties and supercede all prior undertakings and agreements with respect to the subject matter hereof. If any inconsistency should exist between the nondiscretionary terms and conditions of this Agreement, the Certificate and the Plan, the Plan shall govern and control. 17. NOTICES. Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Corporate Secretary of the Company at its principal corporate offices. Any notice required to be given or delivered to Grantee shall be in writing and addressed to Grantee at the address indicated on the signature page hereof or to such other address as such party may designate in writing from time to time to the Company. All notices shall be deemed to have been given or delivered upon: (a) personal delivery; (b) three (3) days after deposit in the United States mail by certified or registered mail (return receipt requested); (c) one (1) business day after deposit with any return receipt express courier (prepaid); or (d) one (1) business day after transmission by facsimile or telecopier. 18. SUCCESSORS AND ASSIGNS. The Company may assign any of its rights under this Agreement. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement shall be binding upon Grantee and Grantee's heirs, executors, administrators, legal representatives, successors and assigns. 19. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to its conflict of law principles. If any provision of this Agreement is determined by a court of law to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable. 20. ACCEPTANCE. Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. Grantee has read and understands the terms and provisions thereof, and accepts the Award subject to all the terms and conditions of the Plan and this Agreement. Grantee acknowledges that there may be adverse tax consequences upon exercise of the Award or disposition of the Shares and that Grantee should consult a tax advisor prior to such exercise or disposition. EMULEX CORPORATION RESTRICTED STOCK AWARD AGREEMENT Page 4 EXHIBIT A EMULEX CORPORATION 2005 EQUITY INCENTIVE PLAN EX-10.2 3 a20645exv10w2.txt EXHIBIT 10.2 Exhibit 10.2 NOTICE OF GRANT OF AWARD EMULEX CORPORATION AND AWARD AGREEMENT ID:95-3342259 3333 SUSAN STREET COSTA MESA, CA 92626 - -------------------------------------------------------------------------------- Recipient Name: Award Number: Plan: EIP ID: - -------------------------------------------------------------------------------- Effective _______________, 200__, you have been granted an award of ______ shares of EMULEX CORPORATION (the "Company") common stock. These shares are restricted until the vest date(s) shown below. The current total value of the award is $___________. The award will vest in increments on the date(s) shown below:

- -------------------------------------------------------------------------------- By your signature and the Company's signature below, you and the Company agree that this award is granted under and governed by the terms and conditions of the Company's Award Plan, as amended, and the Award Agreement, all of which are attached and made a part of this document. - -------------------------------------------------------------------------------- - ------------------------------------- --------------------- EMULEX CORPORATION Date - ------------------------------------- --------------------- Name Date EX-31.A 4 a20645exv31wa.htm EXHIBIT 31.A Exhibit 31.A

EXHIBIT 31A

CERTIFICATIONS

I, Paul F. Folino, certify that:

	1.		I have reviewed this quarterly report on Form 10-Q of Emulex Corporation;

	2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

	4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules (3a-15(f) and 15d-15(f)) for the registrant and have:

	a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

	a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: May 12, 2006

		/s/ Paul F. Folino
		Paul F. Folino
		Chief Executive Officer

EX-31.B 5 a20645exv31wb.htm EXHIBIT 31.B Exhibit 31.B

EXHIBIT 31B

CERTIFICATIONS

I, Michael J. Rockenbach, certify that:

	1.		I have reviewed this quarterly report on Form 10-Q of Emulex Corporation;

	2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

	4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules (3a-15(f) and 15d-15(f)) for the registrant and have:

	a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: May 12, 2006

		/s/ Michael J. Rockenbach
		Michael J. Rockenbach
		Chief Financial Officer

EX-32 6 a20645exv32.htm EXHIBIT 32 Exhibit 32

EXHIBIT 32

EMULEX CORPORATION

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Emulex Corporation (the “Company”) on Form 10-Q for the period ended April 2, 2006, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul F. Folino, the Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Paul F. Folino
Paul F. Folino
Chief Executive Officer
May 12, 2006

A signed original of this written statement required by Section 906 has been provided to Emulex Corporation and will be retained by Emulex Corporation and furnished to the Securities and Exchange Commission or it staff upon request.

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Emulex Corporation (the “Company”) on Form 10-Q for the period ended April 2, 2006, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael J. Rockenbach, the Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Michael J.Rockenbach
Michael J. Rockenbach
Chief Financial Officer
May 12, 2006

-----END PRIVACY-ENHANCED MESSAGE-----


Delaware		51-0300558
(State or other jurisdiction		(I.R.S Employer
of incorporation or organization)		Identification No.)


3333 Susan Street
Costa Mesa, California		92626
(Address of principal executive offices)		(Zip Code)


	April 2,			July 3,
	2006			2005

Assets

Current assets:
Cash and cash equivalents	$	138,997		$	120,317
Investments		460,885			346,675
Accounts and other receivables, net		56,954			47,730
Inventories, net		30,471			36,266
Prepaid expenses		5,432			4,508
Deferred income taxes		26,163			28,961

Total current assets		718,902			584,457

Property and equipment, net		64,592			65,976
Investments		11,686			54,936
Intangibles, net		76,170			95,806
Other assets		429			606

	$	871,779		$	801,781


Liabilities and Stockholders’ Equity

Current liabilities:
Accounts payable	$	20,772		$	29,778
Accrued liabilities		20,746			21,505
Convertible subordinated notes		234,729			—
Income taxes payable		31,476			25,361

Total current liabilities		307,723			76,644

Convertible subordinated notes		—			233,382
Deferred income taxes and other		12,069			14,164

Total liabilities		319,792			324,190


Commitments, contingencies and subsequent event (notes 7, 8 and 11)

Stockholders’ equity:
Preferred stock, $0.01 par value; 1,000,000 shares authorized (150,000 shares designated as Series A Junior Participating Preferred Stock); none issued and outstanding		—			—
Common stock, $0.10 par value; 240,000,000 shares authorized; 84,229,719 and 83,201,002 issued and outstanding at April 2, 2006 and July 3, 2005, respectively		8,423			8,320
Additional paid-in capital		970,193			944,545
Deferred compensation		—			(3,407	)
Accumulated deficit		(426,629	)		(471,867	)

Total stockholders’ equity		551,987			477,591

	$	871,779		$	801,781


	Three Months Ended						Nine Months Ended
	April 2,			March 27,			April 2,			March 27,
	2006			2005			2006			2005

Net revenues	$	89,295		$	102,580		$	303,942		$	267,476
Cost of sales		35,923			41,160			123,084			111,382

Gross profit		53,372			61,420			180,858			156,094


Operating expenses:
Engineering and development		21,726			21,042			65,916			60,985
Selling and marketing		9,151			8,004			26,362			23,015
General and administrative		5,468			4,223			17,316			7,381
Amortization of other intangible assets		2,686			2,833			8,143			8,498
Impairment of goodwill		—			—			—			1,793

Total operating expenses		39,031			36,102			117,737			101,672


Operating income		14,341			25,318			63,121			54,422


Nonoperating income:
Interest income		5,881			3,341			14,419			9,242
Interest expense		(620	)		(1,016	)		(1,866	)		(3,419	)
Gain (loss) on repurchase of convertible subordinated notes		—			(279	)		—			12,811
Other income (expense), net		52			(24	)		32			48

Total nonoperating income		5,313			2,022			12,585			18,682


Income before income taxes		19,654			27,340			75,706			73,104

Income tax provision		8,061			9,552			30,468			26,816


Net income	$	11,593		$	17,788		$	45,238		$	46,288

Net income per share:
Basic	$	0.14		$	0.21		$	0.54		$	0.56

Diluted	$	0.13		$	0.20		$	0.51		$	0.52

Number of shares used in per share computations:
Basic		84,075			82,963			83,764			82,710

Diluted		91,304			93,415			91,171			93,467


	Nine Months Ended
	April 2,			March 27,
	2006			2005

Cash flows from operating activities:
Net income	$	45,238		$	46,288
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property and equipment		12,162			10,723
Amortization of discount on 0.25% convertible subordinated notes		1,347			2,262
Gain on repurchase of convertible subordinated notes		—			(12,811	)
Insurance recovery on shareholder litigation settlements.		—			(4,649	)
Stock-based compensation		15,433			3,305
Amortization of intangibles		19,083			19,642
Impairment of goodwill		—			1,793
Deferred income taxes		745			9,753
Tax benefit from exercise of stock options		—			1,619
Excess tax benefits from stock-based payment arrangements		(3,206	)		—
Other		61			22
Changes in assets and liabilities:
Accounts and other receivables		(9,224	)		7,553
Inventories		6,026			4,993
Prepaid expenses and other assets		(747	)		(974	)
Accounts payable and accrued liabilities		(9,807	)		7,806
Net reimbursement of litigation settlements		—			9,052
Income taxes payable		9,321			11,843

Net cash provided by operating activities		86,432			118,220


Cash flows from investing activities:
Net proceeds from sale of property and equipment		3			42
Additions to property and equipment		(10,843	)		(9,815	)
Net decrease in restricted cash related to the construction escrow account		—			23
Purchases of investments		(1,722,416	)		(560,490	)
Maturities of investments		1,651,456			564,767

Net cash used in investing activities		(81,800	)		(5,473	)


Cash flows from financing activities:
Proceeds from issuance of common stock under stock option plans		10,842			4,268
Repurchase of convertible subordinated notes		—			(154,266	)
Excess tax benefits from stock-based payment arrangements		3,206			—

Net cash provided by (used in) financing activities		14,048			(149,998	)


Net increase (decrease) in cash and cash equivalents		18,680			(37,251	)
Cash and cash equivalents at beginning of period		120,317			192,137

Cash and cash equivalents at end of period	$	138,997		$	154,886


Supplemental disclosures:
Cash paid during the period for:
Interest	$	297		$	761
Income taxes		20,698			3,836


þ		Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


o		Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Large accelerated filer þ		Accelerated filer o		Non-Accelerated filer o


		PAGE
Part I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets April 2, 2006 and July 3, 2005		2

	Condensed Consolidated Statements of Income Three and nine months ended April 2, 2006 and March 27, 2005		3

	Condensed Consolidated Statements of Cash Flows Nine months ended April 2, 2006 and March 27, 2005		4

	Notes to Condensed Consolidated Financial Statements		5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		16

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		39

Item 4.	Controls and Procedures		40

Part II. OTHER INFORMATION

Item 1.	Legal Proceedings		41

Item 1A.	Risk Factors		41

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		41

Item 6.	Exhibits		42

Signatures			43
EXHIBIT 10.1
EXHIBIT 10.2
EXHIBIT 31.A
EXHIBIT 31.B
EXHIBIT 32

	•		prior to December 15, 2021, on any date during any fiscal quarter (and only during such fiscal quarter) after the fiscal quarter ending December 31, 2003, if the closing sale price of the Company’s common stock was more than 120 percent of the then current conversion price for at least 20 trading days in the period of the 30 consecutive trading days ending on the last day of the previous fiscal quarter;

	•		on or after December 15, 2021, at all times on or after any date on which the closing sale price of the Company’s common stock is more than 120 percent of the then current conversion price of the notes;

	•		if the Company elects to redeem the notes on or after December 20, 2008;

	•		upon the occurrence of specified corporate transactions or significant distributions to holders of the Company’s common stock; or

	•		subject to specified exceptions, for the ten business day period after any five consecutive trading day period in which the average trading prices for the notes for such five trading day period was less than 98 percent of the average conversion value of the notes during that period.


	Three			Nine
	Months Ended			Months Ended
	March 27,			March 27,
	2005			2005

Net income as reported	$	17,788		$	46,288
Add: total employee stock-based compensation expense included in net income as reported, net of related tax effects		622			2,301
Deduct: Total employee stock-based compensation expense determined under fair value method for all awards, net of related tax effects		(5,419	)		(18,898	)

Pro forma net income	$	12,991		$	29,691

Net income per share:
Basic — as reported	$	0.21		$	0.56

Basic — pro forma	$	0.16		$	0.36

Diluted — as reported	$	0.20		$	0.52

Diluted — pro forma	$	0.15		$	0.34


	All Other Plans						Purchase Plan
	Three Months			Nine Months			Three Months			Nine Months

Expected volatility		41% - 69	%		41% - 74	%		37	%		37	%
Weighted average expected volatility		38% - 50	%		38% - 56	%		37	%		37	%
Expected dividends		0	%		0	%		0	%		0	%
Expected term (in years)		2.4 - 4.4			2.0 - 5.0			0.5			0.5
Weighted average expected term (in years)		3.25			3.25			0.5			0.5
Risk-free rate		4.78% - 4.80	%		4.11% - 4.80	%		4.80	%		3.90% - 4.80	%


						Weighted
						Average		Aggregate
				Weighted		Remaining		Intrinsic
				Average		Contractual		Value
	Options			Exercise Price		Term (years)		(in millions)


Balance, July 3, 2005		14,110,464		$	22.15
Granted		2,237,089			19.81
Exercised		(820,714	)		9.34
Canceled		(449,907	)		38.80
Forfeited		(107,928	)		18.64

Balance, April 2, 2006		14,969,004		$	22.02		6.0	$	31.2

Exercisable, April 2, 2006		9,947,171		$	23.92		5.4	$	22.9


	April 2,			July 3,
	2006			2005

	(in thousands)
Intangible assets subject to amortization:
Core technology	$	85,510		$	85,723
Accumulated amortization, core technology		(45,320	)		(36,059	)
Developed technology		9,295			9,341
Accumulated amortization, developed technology		(5,497	)		(3,818	)
Patents		12,954			13,019
Accumulated amortization, patents		(4,539	)		(3,157	)
Customer relationships		37,774			37,962
Accumulated amortization, customer relationships		(17,937	)		(12,415	)
Tradename		4,944			4,969
Accumulated amortization, tradename		(1,683	)		(1,161	)
Covenants not-to-compete		3,065			3,081
Accumulated amortization, covenants not-to-compete		(2,396	)		(1,679	)

Intangible assets subject to amortization	$	76,170		$	95,806


2006	$	25,407
2007	$	24,783
2008	$	20,863
2009	$	11,836
2010	$	8,479


2006	$	14,576
2007	$	14,545
2008	$	11,059
2009	$	5,999
2010	$	5,999