8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 23, 2008

QLOGIC CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State of incorporation) 0-23298
(Commission File Number) 33-0537669
(IRS Employer Identification No.)

26650 Aliso Viejo Parkway, Aliso Viejo, California
(Address of principal executive offices) 92656
(Zip Code)

Registrant’s telephone number, including area code: (949) 389-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT 99.1

Item 2.02 Results of Operations and Financial Condition

     On January 23, 2008, the Registrant reported the financial results for its fiscal third quarter ended December 30, 2007. A copy of the press release issued by the Registrant concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

     The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filings of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing. The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that section.

Discussion of Non-GAAP Financial Measures

     In addition to the results presented on a generally accepted accounting principles (GAAP) basis in the accompanying press release, the Registrant has also included certain non-GAAP financial measures. These non-GAAP financial measures include non-GAAP net income and non-GAAP net income per diluted share.

     The Registrant believes that these supplemental non-GAAP financial measures, when presented in conjunction with the corresponding GAAP financial measures, provide useful information to investors and management regarding financial and business trends relating to its financial condition and results of operations. However, non-GAAP financial measures have certain limitations in that they do not reflect all of the costs associated with the operations of the Registrant’s business as determined in accordance with GAAP. Therefore, investors should consider non-GAAP financial measures in addition to, and not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP.

     The Registrant has presented non-GAAP net income and non-GAAP net income per diluted share, on a basis consistent with its historical presentation, to assist investors in understanding the Registrant’s core net income and core net income per diluted share on an on-going basis. These non-GAAP financial measures assist investors in making comparisons of the Registrant’s core net profitability with historical periods. Although the non-GAAP financial measures presented by the Registrant may be different from the non-GAAP financial measures used by other companies, the Registrant believes that these non-GAAP financial measures may also assist investors in making comparisons of the Registrant’s core net profitability with the corresponding results for its competitors. Management also believes that non-GAAP net income and non-GAAP net income per diluted share are important measures in the evaluation of the Registrant’s profitability.

     Management uses non-GAAP net income in its evaluation of the Registrant’s core after-tax results of operations and trends between fiscal periods and believes that this measure is an important component of its internal performance measurement process. In addition, the Registrant prepares and maintains its budgets and forecasts for future periods on a basis consistent with this non-GAAP financial measure. Management believes that providing these non-GAAP financial measures allows investors to view the Registrant’s financial results in the way that management views the financial results.

     The Registrant excludes the following items from its non-GAAP financial measures:

     Stock-based compensation. Stock-based compensation consists of expenses associated with stock options and restricted stock units granted by the Registrant and purchases of common stock under the Registrant’s Employee Stock Purchase Plan. Stock-based compensation is a non-cash expense that varies in amount from period to period as a result of factors that are difficult to predict and are generally outside the control of the Registrant, such as the market price and associated volatility of the Registrant’s common stock. Accordingly, management believes these expenses are not reflective of the Registrant’s core operating expenses and excludes them when assessing its core operating results and from its internal budgets and forecasts.

     Amortization of purchased intangible assets. In connection with acquisitions, the Registrant records purchased intangible assets (consisting primarily of purchased technology and customer relationships) which are amortized over their estimated useful lives. The amortization is a non-cash expense which is not considered by management when assessing the core operating results of the Registrant. The purchased intangible assets and the related amortization can vary significantly based on the size and frequency of acquisitions.

     Acquisition-related stock-based compensation. Acquisition-related stock-based compensation is a non-cash expense related to stock-based performance plans entered into by the Registrant in connection with certain acquisitions. These expenses can vary based on the nature of the related plan associated with an acquisition, as well as the timing of achievement of the underlying performance milestones. Management does not consider acquisition-related stock-based compensation when assessing the core operating results of the Registrant. In addition, acquisition-related stock-based compensation can vary significantly based on the size and frequency of acquisitions, as well as the extent that such performance plans are used.

     Special charges. Special charges relate to the costs associated with exit or disposal activities, including severance benefits for involuntarily terminated employees, contract cancellation costs, asset impairments and other related charges. Management believes these charges are infrequent in nature and are unrelated to the Registrant’s core business. Accordingly, management does not consider these special charges when assessing the core operating results of the Registrant.

     Purchased in-process research and development. In connection with acquisitions, the Registrant records in-process research and development expenses when technological feasibility for acquired technology has not been established and no future alternative use for such technology exists. Management believes that in-process research and development expenses relate to the value created by the acquired company prior to the acquisition and thus

are transaction costs rather than ongoing costs of operating the Registrant’s core business. These costs are not considered by management when assessing the core operating results of the Registrant. In addition, purchased in-process research and development can vary significantly based on the nature, size and frequency of acquisitions.

     Income tax effects of excluded items. Income tax expense is adjusted by the amount of the tax expense or benefit that would result from use of the non-GAAP results instead of the GAAP results when calculating the Registrant’s tax expense.

     Each of the foregoing items has been excluded from the non-GAAP financial measures presented by the Registrant. Management believes that such exclusion is appropriate since these items are not reflective of the Registrant’s core operating activities and thus excludes them from their internal budgets and forecasts, as well as their assessment of core operating performance.

Item 9.01 Financial Statements and Exhibits

     (d) Exhibits

99.1 Press Release*, dated January 23, 2008, reporting the financial results of QLogic Corporation for its fiscal third quarter ended December 30, 2007.

* The press release is being furnished pursuant to Item 9.01, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

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 hereunto duly authorized.

	QLOGIC CORPORATION
January 23, 2008	/s/ Anthony J. Massetti
	Anthony J. Massetti
	Senior Vice President and
	Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description of Document
99.1	Press Release, dated January 23, 2008, reporting the financial results of QLogic Corporation for its fiscal third quarter ended December 30, 2007.

EX-99.1

FOR IMMEDIATE RELEASE Exhibit 99.1

Investor’s Contact:
Jeanie Herbert
QLogic Corporation
Phone: (949) 389-6343
jeanie.herbert@qlogic.com

QLOGIC REPORTS THIRD QUARTER
RESULTS FOR FISCAL YEAR 2008
Record Revenue Achieved

ALISO VIEJO, Calif., January 23, 2008 – QLogic Corp. (NASDAQ:QLGC), a leader in networking for storage and high performance computing (HPC), today announced its third quarter financial results for the period ended December 30, 2007.

Third Quarter Highlights

• Net revenue was a record $158.0 million.

• Net income: $31.9 million GAAP, $41.0 million non-GAAP.

• Net income per diluted share: $0.23 GAAP, $0.30 non-GAAP.

• Cash generated from operations was $59.8 million.

• $378.4 million in cash and short-term marketable securities as of December 30.

• Repurchased $63.5 million of outstanding common stock.

Financial Results

Net revenue for the third quarter of fiscal 2008 was a record $158.0 million. Revenue from Host Products, which are comprised primarily of Fibre Channel and iSCSI Host Bus Adapters (HBAs) and InfiniBand Host Channel Adapters (HCAs), was $118.9 million during the third quarter of fiscal 2008 and increased 4% from $114.6 million in the comparable quarter last year. Revenue from Network Products, which are comprised primarily of Fibre Channel and InfiniBand switches, was $27.8 million during the third quarter of fiscal 2008 and increased 17% from $23.8 million in the comparable quarter last year. Revenue from Silicon Products, which are comprised primarily of protocol chips and management controllers, was $9.3 million during the third quarter of fiscal 2008 and decreased 46% from $17.0 million for the comparable quarter last year.

Net income on a GAAP basis for the third quarter of fiscal 2008 was $31.9 million, or $0.23 per diluted share, and included stock-based compensation expense, acquisition-related charges, and the related income tax effects. Net income on a GAAP basis for the third quarter of fiscal 2007 was $35.5 million, or $0.22 per diluted share, and included stock-based compensation expense, acquisition-related charges,

and the related income tax effects. Net income on a non-GAAP basis for the third quarter of fiscal 2008 was $41.0 million, or $0.30 per diluted share.

“We are very pleased with our overall financial performance during the third quarter. We achieved record revenue of $158 million, which increased 13% sequentially from the September quarter,” said H. K. Desai, QLogic’s chief executive officer. “Our strong revenue performance during the quarter was driven by a 13% sequential increase in revenue from Fibre Channel HBAs and a greater than 20% sequential increase for both Fibre Channel and InfiniBand switch products.”

QLogic uses certain non-GAAP financial measures to supplement financial statements based on GAAP. A summary of these non-GAAP financial measures and a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure, as well as a description of the reasons that management believes that these non-GAAP financial measures provide useful information to investors and the additional purposes for which management uses these non-GAAP financial measures is presented in the accompanying financial schedules.

QLogic’s fiscal 2008 third quarter conference call is scheduled for today at 2:30 p.m. Pacific Time (5:30 p.m. Eastern Time). H.K. Desai, chief executive officer, and Tony Massetti, senior vice president and chief financial officer, will host the conference call. The call is being webcast live via the Internet at www.qlogic.com and www.earnings.com. Phone access to participate in the conference call is available at (913) 312-6685, pass code: 8417136.

The financial information that the company intends to discuss during the conference call will be available on the company’s website at www.qlogic.com for twelve months following the conference call. A replay of the conference call will be available via webcast at www.qlogic.com for twelve months.

About QLogic
QLogic is a leading supplier of high performance storage networking solutions, which include the controller chips, host adapters and fabric switches that are the backbone of storage networks for most Global 2000 corporations. The company delivers a broad and diverse portfolio of products that includes Fibre Channel HBAs, blade server embedded Fibre Channel switches, Fibre Channel stackable switches, iSCSI HBAs and iSCSI routers.  The company is also a leading supplier of InfiniBand switches and InfiniBand host channel adapters for the emerging high performance computing market. QLogic products are delivered to small-to-medium businesses and large enterprises around the world via its channel partner community.  QLogic products are also powering solutions from leading companies like Cisco, Dell, EMC, Hitachi Data Systems, HP, IBM, Network Appliance and Sun Microsystems. QLogic is a member of the S&P 500 Index.

Note: All QLogic-issued press releases appear on the company’s website (www.qlogic.com).  Any announcement that does not appear on the QLogic website has not been issued by QLogic.

Disclaimer — Forward Looking Statements

This press release contains statements relating to future results of the company (including certain beliefs and projections regarding business trends) that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected or implied in the forward-looking statements.  The company advises readers that these potential risks and uncertainties include, but are not limited to: potential fluctuations in operating results; gross margins that may vary over time; revenues may be affected by changes in IT spending levels; the stock price of the company may be volatile; the company’s dependence on the storage area network market; potential adverse effects of server virtualization technology on the company’s business; potential adverse effects of increased market acceptance of blade servers; the ability to maintain and gain market or industry acceptance of the company’s products; the company’s dependence on a limited number of customers; seasonal fluctuations and uneven sales patterns in orders from customers; the company’s ability to compete effectively with other companies; declining average unit sales prices of comparable products; a reduction in sales efforts by current distributors; dependence on sole source and limited source suppliers; the company’s dependence on relationships with certain silicon chip suppliers; the complexity of the company’s products; sales fluctuations arising from customer transitions to new products; environmental compliance costs; international economic, regulatory, political and other risks; uncertain benefits from strategic business combinations; the ability to attract and retain key personnel; difficulties in transitioning to smaller geometry process technologies; the ability to protect proprietary rights; the ability to satisfactorily resolve any infringement claims; reliance on third party technology; the use of “open source” software in our products; changes in our tax provisions or adverse outcomes resulting from examination of our income tax returns; computer viruses and other tampering with the company’s computer systems; and facilities of the company and its suppliers and customers are located in areas subject to natural disasters.

More detailed information on these and additional factors which could affect the company’s operating and financial results are described in the company’s Forms 10-K, 10-Q and other reports filed, or to be filed, with the Securities and Exchange Commission.  The company urges all interested parties to read these reports to gain a better understanding of the business and other risks that the company faces.  The forward-looking statements contained in this press release are made only as of the date hereof, and the company does not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

QLogic and the QLogic logo are registered trademarks of QLogic Corporation. Other trademarks and registered trademarks are the property of the companies with which they are associated.

QLOGIC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited — in thousands, except per share amounts)

	Three Months Ended				Nine Months Ended
	December 30,		December 31,		December 30,		December 31,
	2007		2006		2007		2006
Net revenues	$	158,040	$	157,611	$	438,143	$	439,601
Cost of revenues		52,237		50,698		152,113		139,774
Gross profit		105,803		106,913		286,030		299,827
Operating expenses:
Engineering and development		33,174		34,003		100,916		99,542
Sales and marketing		20,292		21,586		62,104		64,095
General and administrative		8,260		7,238		25,250		23,274
Special charges		—		—		3,772		—
Purchased in-process research and development		—		—		—		1,910
Total operating expenses		61,726		62,827		192,042		188,821
Operating income		44,077		44,086		93,988		111,006
Interest and other income, net		4,866		5,646		16,885		18,332
Income before income taxes		48,943		49,732		110,873		129,338
Income taxes		17,073		14,278		37,428		42,361
Net income	$	31,870	$	35,454	$	73,445	$	86,977
Net income per share:
Basic	$	0.23	$	0.22	$	0.51	$	0.55
Diluted	$	0.23	$	0.22	$	0.50	$	0.54
Number of shares used in per share calculations:
Basic		136,836		158,532		144,932		159,516
Diluted		137,421		160,760		145,614		161,161

QLOGIC CORPORATION

RECONCILIATION OF GAAP NET INCOME TO
NON-GAAP NET INCOME

(unaudited — in thousands, except per share amounts)

	Three Months Ended						Nine Months Ended
	December 30,			December 31,			December 30,			December 31,
	2007			2006			2007			2006
GAAP net income	$	31,870		$	35,454		$	73,445		$	86,977
Items excluded from GAAP net income:
Stock-based compensation		8,062			7,511			24,249			22,546
Amortization of purchased intangible assets		3,618			2,370			13,107			7,851
Acquisition-related stock-based compensation		606			2,337			568			7,809
Special charges		—			—			3,772			—
Purchased in-process research and development		—			—			—			1,910
Income tax effect		(3,170	)		(2,777	)		(11,504	)		(10,205	)
Total non-GAAP adjustments		9,116			9,441			30,192			29,911
Non-GAAP net income	$	40,986		$	44,895		$	103,637		$	116,888
Net income per diluted share:
GAAP net income	$	0.23		$	0.22		$	0.50		$	0.54
Adjustments		0.07			0.06			0.21			0.19
Non-GAAP net income	$	0.30		$	0.28		$	0.71		$	0.73

Non-GAAP Financial Measures

The non-GAAP financial measures contained herein are a supplement to the corresponding financial measures prepared in accordance with generally accepted accounting principles (GAAP). The non-GAAP financial measures presented exclude the items summarized in the above table. Management believes that adjustments for these items assist investors in making comparisons of period to period operating results and that these items are not indicative of the company’s on-going core operating performance.

The company has presented non-GAAP net income and non-GAAP net income per diluted share, on a basis consistent with its historical presentation, to assist investors in understanding the company’s core net income and core net income per diluted share on an on-going basis. These non-GAAP financial measures may also assist investors in making comparisons of the company’s core net profitability with historical periods and comparisons of the company’s core net profitability with the corresponding results for competitors. Management believes that non-GAAP net income and non-GAAP net income per diluted share are important measures in the evaluation of the company’s profitability. These non-GAAP financial measures exclude the adjustments described in the above table, and thus provide an overall measure of the company’s on-going net profitability and related profitability on a diluted per share basis.

Management uses non-GAAP net income in its evaluation of the company’s core after-tax results of operations and trends between fiscal periods and believes that this measure is an important component of its internal performance measurement process. In addition, the company prepares and maintains its budgets and forecasts for future periods on a basis consistent with this non-GAAP financial measure. Management believes that providing these non-GAAP financial measures allows investors to view the company’s financial results in the way that management views the financial results.

The non-GAAP financial measures presented herein have certain limitations in that they do not reflect all of the costs associated with the operations of the company’s business as determined in accordance with GAAP. Therefore, investors should consider non-GAAP financial measures in addition to, and not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP. The non-GAAP financial measures presented by the company may be different from the non-GAAP financial measures used by other companies.

For additional information on the items excluded from the non-GAAP financial measures and why the company believes that these non-GAAP financial measures provide useful supplemental information to investors, the company refers you to the Form 8-K regarding this release filed today with the Securities and Exchange Commission.

A summary of the non-GAAP adjustments presented in the table above by the financial statement line impacted is as follows:

	Three Months Ended						Nine Months Ended
	December 30,			December 31,			December 30,			December 31,
(unaudited in thousands)	2007			2006			2007			2006
Non-GAAP Adjustments:
Cost of revenues:
Stock-based compensation	$	564		$	495		$	1,629		$	1,431
Amortization of purchased intangible assets		2,778			2,245			10,088			7,476
Acquisition-related stock-based compensation		—			13			(24	)		39
Total cost of revenue adjustments		3,342			2,753			11,693			8,946
Operating expenses:
Engineering and development:
Stock-based compensation		3,851			3,023			11,131			8,266
Amortization of purchased intangible assets		32			67			283			200
Acquisition-related stock-based compensation		587			1,811			554			5,985
Sales and marketing:
Stock-based compensation		1,479			1,767			4,753			5,883
Amortization of purchased intangible assets		808			58			2,736			175
Acquisition-related stock-based compensation		19			491			38			1,714
General and administrative:
Stock-based compensation		2,168			2,226			6,736			6,966
Acquisition-related stock-based compensation		—			22			—			71
Special charges		—			—			3,772			—
Purchased in-process research and development		—			—			—			1,910
Total operating expense adjustments		8,944			9,465			30,003			31,170
Total non-GAAP adjustments before income taxes		12,286			12,218			41,696			40,116
Income tax effect		(3,170	)		(2,777	)		(11,504	)		(10,205	)
Total non-GAAP adjustments	$	9,116		$	9,441		$	30,192		$	29,911

QLOGIC CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited — in thousands)

	December 30, 2007			April 1, 2007
ASSETS
Current assets:
Cash and cash equivalents	$	140,780		$	76,804
Short-term marketable securities		237,661			467,118
Accounts receivable, net		75,634			73,538
Inventories		31,215			38,935
Deferred tax assets		36,341			27,866
Other current assets		11,558			12,892
Total current assets		533,189			697,153
Property and equipment, net		95,544			90,913
Goodwill		103,734			102,910
Purchased intangible assets, net		40,816			55,093
Deferred tax assets		20,236			49
Other assets		25,133			25,241
	$	818,652		$	971,359
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	33,519		$	29,280
Accrued compensation		25,311			34,483
Accrued taxes		22,451			15,729
Deferred revenue		10,108			7,368
Other current liabilities		6,744			7,674
Total current liabilities		98,133			94,534
Accrued taxes		45,209			—
Deferred tax liabilities		—			2,294
Other liabilities		5,289			—
Total liabilities		148,631			96,828
Stockholders’ equity:
Common stock		199			198
Additional paid-in capital		647,021			608,515
Retained earnings		1,062,173			988,728
Accumulated other comprehensive income (loss)		(1,017	)		169
Treasury stock		(1,038,355	)		(723,079	)
Total stockholders’ equity		670,021			874,531
	$	818,652		$	971,359

QLOGIC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited — in thousands)

	Nine Months Ended
	December 30,			December 31,
	2007			2006
Cash flows from operating activities:
Net income	$	73,445		$	86,977
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		22,842			19,053
Stock-based compensation		24,249			22,546
Acquisition-related:
Amortization of purchased intangible assets		13,107			7,851
Stock-based compensation		568			7,809
Purchased in-process research and development		—			1,910
Deferred income taxes		(12,472	)		(14,643	)
Provision for losses on accounts receivable		190			(55	)
Loss on disposal of property and equipment		1,121			163
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		(2,286	)		(14,197	)
Inventories		7,720			(2,915	)
Other assets		2,053			1,109
Accounts payable		3,813			(2,777	)
Accrued compensation		(7,108	)		(1,443	)
Accrued taxes		33,329			5,686
Deferred revenue		2,740			2,983
Other liabilities		(756	)		629
Net cash provided by operating activities		162,555			120,686
Cash flows from investing activities:
Purchases of marketable securities		(120,923	)		(240,441	)
Sales and maturities of marketable securities		348,387			313,644
Additions to property and equipment		(22,460	)		(23,666	)
Acquisition of businesses, net of cash acquired		67			(142,383	)
Restricted cash placed in escrow		—			(24,000	)
Restricted cash received from escrow		—			12,508
Net cash provided by (used in) investing activities		205,071			(104,338	)
Cash flows from financing activities:
Proceeds from issuance of stock under stock plans		11,262			31,063
Tax benefit from issuance of stock under stock plans		364			6,288
Payoff of line of credit assumed in acquisition		—			(1,632	)
Purchase of treasury stock		(315,276	)		(85,616	)
Net cash used in financing activities		(303,650	)		(49,897	)
Net increase (decrease) in cash and cash equivalents		63,976			(33,549	)
Cash and cash equivalents at beginning of period		76,804			125,192
Cash and cash equivalents at end of period	$	140,780		$	91,643

QLOGIC CORPORATION

SUPPLEMENTAL FINANCIAL INFORMATION

(unaudited — in thousands)

Net Revenues

A summary of the company’s revenue components is as follows:

	Three Months Ended				Nine Months Ended
	December 30,		December 31,		December 30,		December 31,
	2007		2006		2007		2006
Host Products	$	118,915	$	114,583	$	327,559	$	305,473
Network Products		27,833		23,801		74,239		62,372
Silicon Products		9,275		17,029		30,383		62,681
Other		2,017		2,198		5,962		9,075
	$	158,040	$	157,611	$	438,143	$	439,601

Geographic Revenues

Revenues by geographic area are presented based upon the country of destination. Net revenues by geographic area are as follows:

	Three Months Ended				Nine Months Ended
	December 30,		December 31,		December 30,		December 31,
	2007		2006		2007		2006
United States	$	78,647	$	78,779	$	224,935	$	236,224
Europe, Middle East and Africa		40,243		38,677		105,425		96,724
Asia-Pacific and Japan		29,143		29,769		81,000		86,797
Rest of world		10,007		10,386		26,783		19,856
	$	158,040	$	157,611	$	438,143	$	439,601