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): October 13, 2004

QLOGIC CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-23298	33-0537669
(State of incorporation)	(Commission File Number)	(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 (see General Instruction A.2. below):

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

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

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

[ ] 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 October 13, 2004, the Registrant reported the financial results for its fiscal second quarter ended September 26, 2004. A copy of the press release issued by the Registrant concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated 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.

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits

99.1 Press Release*, dated October 13, 2004, reporting the financial results of QLogic Corporation for its fiscal second quarter ended September 26, 2004.

* 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
October 13, 2004	/s/ Anthony J. Massetti
	Anthony J. Massetti
	Vice President and
	Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description of Document
99.1	Press Release, dated October 13, 2004, reporting the financial results of QLogic Corporation for its fiscal second quarter ended September 26, 2004.

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Editor’s Contact:
Gerry Ansel
QLogic Corporation
Phone: (949) 389-7664
gerry.ansel@qlogic.com

Investor’s Contact:
Tony Massetti
QLogic Corporation
Phone: (949) 389-7533
tony.massetti@qlogic.com

QLOGIC REPORTS SECOND QUARTER
RESULTS FOR FISCAL YEAR 2005

Aliso Viejo, Calif., October 13, 2004 – QLogic Corporation (Nasdaq:QLGC), the company that powers storage area networks (SANs), today announced its second quarter financial results for the period ended September 26, 2004.

Net revenues for the second quarter of fiscal 2005 were $134.6 million and increased 2% from the $132.3 million reported in the comparable quarter last year. Fibre Channel product revenues for the second quarter of fiscal 2005 were $108.4 million and represented 81% of the Company’s total revenue. Fibre Channel product revenues for the second quarter were up 9% from the comparable quarter last year. Net income on a GAAP basis for the second quarter of fiscal 2005 was $35.9 million, or $0.38 per share on a diluted basis, and increased 5% from the $34.2 million, or $0.35 per share on a diluted basis, reported in the second quarter of last year.

During the second quarter of fiscal 2005, net revenues increased 4% sequentially from the $129.8 million reported in the first quarter of fiscal 2005. Fibre Channel product revenues for the second quarter of fiscal 2005 were up 3% sequentially from the first quarter of fiscal 2005. Second quarter net income on a GAAP basis increased 11% from the $32.2 million, or $0.34 per share on a diluted basis, reported in the first quarter of fiscal 2005.

Net revenues for the first six months of fiscal 2005 were $264.4 million, up 2% from the $258.5 million reported for the same period of fiscal year 2004. Net income on a GAAP basis for the first six months of fiscal 2005 was $68.1 million, or $0.73 per share on a diluted basis, an increase of 3% from the $65.9 million, or $0.68 per share on a diluted basis, reported for the same period last year.

The Company uses certain non-GAAP measures to supplement financial statements based on GAAP. These non-GAAP measures include an adjustment for merger related stock compensation charges. A description of the purpose and benefit of such non-GAAP financial information is presented below and a reconciliation between the GAAP and non-GAAP measures is included in the accompanying financial data.

Non-GAAP net income for the second quarter of fiscal 2005 was $37.7 million, or $0.40 per share on a diluted basis, and increased 4% from the $36.1 million, or $0.37 per share on a diluted basis, reported in the second quarter of last year. Non-GAAP net income for the second quarter of fiscal 2005 increased 11% sequentially from the $34.0 million, or $0.36 per share on a diluted basis, reported for the first quarter of fiscal 2005.

During the first six months of fiscal 2005, the Company’s non-GAAP net income was $71.7 million, or $0.77 per share on a diluted basis, an increase of 3% from the $69.9 million, or $0.73 per share on a diluted basis, reported last year.

The Company’s income tax rate declined in the current quarter due to the favorable resolution of routine tax examinations, resulting in a $0.01 per share benefit to the reported diluted earnings per share for the second quarter and a $0.02 per share benefit for the first six months of fiscal 2005.

“We continue to execute against our strategy to grow market share in expanding markets and establish ourselves in new markets that will create incremental growth opportunities for QLogic,” said H.K. Desai, the Company’s chairman, chief executive officer and president. “Consistency in executing our strategies will act as the foundation for our ongoing success.”

The Company generated $70 million in cash from operations during the first six months of fiscal 2005 and used $50 million in fiscal 2005 to purchase its common stock pursuant to the Company’s stock repurchase programs. The Company’s balance sheet at the end of the second quarter of fiscal 2005 was highlighted by $755 million of cash and short-term investments.

QLogic’s fiscal 2005 second quarter conference call is scheduled today at 2:30 p.m. Pacific Time (5:30 p.m. Eastern Time). H.K. Desai, chairman of the board, chief executive officer and president, and Tony Massetti, vice president and chief financial officer, will host the conference call. The call is being webcast live via the Internet at www.qlogic.com. Phone access to participate in the conference call is available at (719) 457-2658, pass code: 926203.

The quarterly financial information that the Company intends to discuss during the conference call is included in this press release and will be available on the Company’s website at www.qlogic.com for 12 months following the conference call. To listen to a webcast replay of the conference call, please visit the Investor Relations section of the Company’s website at www.qlogic.com. The webcast replay will be available for 12 months following the conference call. An audio replay of the conference call will also be available through October 27, 2004 by calling (719) 457-0820, pass code: 926203.

Non-GAAP Financial Measurements

The non-GAAP net income and related net income per share amounts supplement the corresponding financial measurements computed in accordance with generally accepted accounting principles (GAAP) and exclude non-cash merger related stock compensation charges. The Company has provided these non-GAAP financial measures to assist investors to better understand the Company’s core operating performance and to enhance comparisons of its core operating performance with historical periods and the operating performance of its competitors. Items excluded from non-GAAP financial measurements are also excluded by management in its evaluation of the core operating performance of the Company and in its evaluation of trends between fiscal periods. In addition, the Company prepares and maintains its budgets and forecasts of future periods on a basis consistent with these non-GAAP financial measurements. Investors should consider non-GAAP measures in addition to, and not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP.

Powered by QLogic

Since 1993, over 50 million QLogic products have shipped inside servers, workstations, RAID subsystems, tape libraries, disk and tape drives. These products were delivered to small, medium and large enterprises around the world. Powering solutions from leading companies like Cisco, Dell, EMC, Fujitsu, Hitachi, HP, IBM, NEC, Network Appliance, Quantum, StorageTek and Sun Microsystems, the broad line of QLogic controller chips, host bus adapters, network switches and management software move data from storage devices through the network fabric to servers. A member of the S&P 500 and NASDAQ 100, QLogic was named to the following during fiscal year 2004: (i) Fortune’s 100 Fastest Growing Companies list for the fourth consecutive year; (ii) Forbes’ Best 200 Small Companies for the fifth consecutive year; and (iii) Business Week’s list of 100 Hot Growth Companies. For more information visit www.qlogic.com.

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: the volatility of the Company’s stock price; fluctuations in operating results; the dependence on the storage area network market; the ability to maintain and gain market or industry acceptance of the Company’s products; the dependence on a limited number of customers; seasonal fluctuations and uneven sales patterns in orders from customers; the ability to compete effectively with other companies; declining average unit sales prices of comparable products; a reduction in sales efforts by current distributors; the dependence on relationships with certain silicon chip suppliers and other subcontractors; the complexity of the Company’s products; sales fluctuations arising from customer transitions to new products; terrorist activities and resulting military actions; international, economic, regulatory, political and other risks; changes in semiconductor foundry capacity; uncertain benefits from strategic business combinations; the ability to maintain or expand upon strategic alliances; the strain on resources caused by rapid growth and expansion; the ability to attract and retain key personnel; the ability to protect proprietary rights or to satisfactorily resolve any infringement claims; changes in tax laws or adverse tax audit results; decreasing effectiveness of equity compensation in employee retention; charter documents and stockholder rights plan that may discourage a business combination; and facilities located in areas subject to earthquakes.

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 many 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 undertakes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

Trademarks and registered trademarks are the property of the companies with which they are associated.

QLOGIC CORPORATION

SUMMARY CONSOLIDATED RESULTS OF OPERATIONS

(unaudited — in thousands, except per share amounts)

Consolidated GAAP Results

	Three Months Ended						Six Months Ended
	Sep. 26,		Jun. 27,		Sep. 28,		Sep. 26,		Sep. 28,
	2004		2004		2003		2004		2003
Net revenues	$	134,609	$	129,811	$	132,267	$	264,420	$	258,502
Gross profit		93,436		89,856		89,901		183,292		174,134
Operating income		50,856		48,288		51,575		99,144		97,253
Net income		35,882		32,203		34,181		68,085		65,857
Net income per share - diluted		0.38		0.34		0.35		0.73		0.68
Weighted average common shares outstanding – diluted		93,222		94,107		96,360		93,664		96,181

Consolidated Results Including Non-GAAP Adjustments

	Three Months Ended						Six Months Ended
	Sep. 26,		Jun. 27,		Sep. 28,		Sep. 26,		Sep. 28,
	2004		2004		2003		2004		2003
Net revenues	$	134,609	$	129,811	$	132,267	$	264,420	$	258,502
Gross profit		93,436		89,856		89,901		183,292		174,134
Operating income		52,635		50,111		53,467		102,746		101,257
Net income		37,661		34,026		36,073		71,687		69,861
Net income per share - diluted		0.40		0.36		0.37		0.77		0.73
Weighted average common shares outstanding – diluted		93,222		94,107		96,360		93,664		96,181

QLOGIC CORPORATION

SUMMARY CONSOLIDATED RESULTS OF OPERATIONS (continued)

(unaudited — in thousands)

Description of Non-GAAP Adjustments

A summary of the non-GAAP adjustments is as follows:

	Three Months Ended						Six Months Ended
	Sep. 26,		Jun. 27,		Sep. 28,		Sep. 26,		Sep. 28,
	2004		2004		2003		2004		2003
Merger related stock compensation charges	$	1,779	$	1,823	$	1,892	$	3,602	$	4,004

Non-GAAP Financial Measurements

In addition to the results presented throughout this document in accordance with generally accepted accounting principles (GAAP), the Company has provided non-GAAP measurements, which present operating results on a basis including certain non-GAAP adjustments. Details of these adjustments are presented in the table above.

The Company has provided these non-GAAP financial measures to assist investors to better understand the Company’s core operating performance and to enhance comparisons of its core operating performance with historical periods and the operating performance of its competitors. Management uses the non-GAAP operating results in its evaluation of the core operating performance of the Company and in its evaluation of trends between fiscal periods. In addition, the Company prepares and maintains its budgets and forecasts of future periods on a basis consistent with these non-GAAP operating results. Investors should consider non-GAAP measures in addition to, and not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP.

QLOGIC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited — in thousands, except per share amounts)

	Three Months Ended September 26, 2004							Three Months Ended September 28, 2003
	GAAP		Non-GAAP			Non-GAAP		GAAP		Non-GAAP			Non-GAAP
	Results		Adjustments			Results		Results		Adjustments			Results
Net revenues	$	134,609	$	—		$	134,609	$	132,267	$	—		$	132,267
Cost of revenues		41,173		—			41,173		42,366		—			42,366
Gross profit		93,436		—			93,436		89,901		—			89,901
Operating expenses:
Engineering and development		24,146		(1,779	)		22,367		21,482		(1,892	)		19,590
Sales and marketing		14,202		—			14,202		12,436		—			12,436
General and administrative		4,232		—			4,232		4,408		—			4,408
Total operating expenses		42,580		(1,779	)		40,801		38,326		(1,892	)		36,434
Operating income		50,856		1,779			52,635		51,575		1,892			53,467
Interest and other income		4,233		—			4,233		3,556		—			3,556
Income before income taxes		55,089		1,779			56,868		55,131		1,892			57,023
Income taxes		19,207		—			19,207		20,950		—			20,950
Net income	$	35,882	$	1,779		$	37,661	$	34,181	$	1,892		$	36,073
Net income per share:
Basic	$	0.39	$	0.02		$	0.41	$	0.36	$	0.02		$	0.38
Diluted	$	0.38	$	0.02		$	0.40	$	0.35	$	0.02		$	0.37
Number of shares used in per share computations:
Basic		92,485		—			92,485		94,282		—			94,282
Diluted		93,222		—			93,222		96,360		—			96,360

QLOGIC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited — in thousands, except per share amounts)

	Three Months Ended September 26, 2004							Three Months Ended June 27, 2004
	GAAP		Non-GAAP			Non-GAAP		GAAP		Non-GAAP			Non-GAAP
	Results		Adjustments			Results		Results		Adjustments			Results
Net revenues	$	134,609	$	—		$	134,609	$	129,811	$	—		$	129,811
Cost of revenues		41,173		—			41,173		39,955		—			39,955
Gross profit		93,436		—			93,436		89,856		—			89,856
Operating expenses:
Engineering and development		24,146		(1,779	)		22,367		23,155		(1,823	)		21,332
Sales and marketing		14,202		—			14,202		14,200		—			14,200
General and administrative		4,232		—			4,232		4,213		—			4,213
Total operating expenses		42,580		(1,779	)		40,801		41,568		(1,823	)		39,745
Operating income		50,856		1,779			52,635		48,288		1,823			50,111
Interest and other income		4,233		—			4,233		3,633		—			3,633
Income before income taxes		55,089		1,779			56,868		51,921		1,823			53,744
Income taxes		19,207		—			19,207		19,718		—			19,718
Net income	$	35,882	$	1,779		$	37,661	$	32,203	$	1,823		$	34,026
Net income per share:
Basic	$	0.39	$	0.02		$	0.41	$	0.34	$	0.02		$	0.36
Diluted	$	0.38	$	0.02		$	0.40	$	0.34	$	0.02		$	0.36
Number of shares used in per share computations:
Basic		92,485		—			92,485		93,346		—			93,346
Diluted		93,222		—			93,222		94,107		—			94,107

QLOGIC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited — in thousands, except per share amounts)

	Six Months Ended September 26, 2004							Six Months Ended September 28, 2003
	GAAP		Non-GAAP			Non-GAAP		GAAP		Non-GAAP			Non-GAAP
	Results		Adjustments			Results		Results		Adjustments			Results
Net revenues	$	264,420	$	—		$	264,420	$	258,502	$	—		$	258,502
Cost of revenues		81,128		—			81,128		84,368		—			84,368
Gross profit		183,292		—			183,292		174,134		—			174,134
Operating expenses:
Engineering and development		47,301		(3,602	)		43,699		44,217		(4,004	)		40,213
Sales and marketing		28,402		—			28,402		24,165		—			24,165
General and administrative		8,445		—			8,445		8,499		—			8,499
Total operating expenses		84,148		(3,602	)		80,546		76,881		(4,004	)		72,877
Operating income		99,144		3,602			102,746		97,253		4,004			101,257
Interest and other income		7,866		—			7,866		8,968		—			8,968
Income before income taxes		107,010		3,602			110,612		106,221		4,004			110,225
Income taxes		38,925		—			38,925		40,364		—			40,364
Net income	$	68,085	$	3,602		$	71,687	$	65,857	$	4,004		$	69,861
Net income per share:
Basic	$	0.73	$	0.04		$	0.77	$	0.70	$	0.04		$	0.74
Diluted	$	0.73	$	0.04		$	0.77	$	0.68	$	0.05		$	0.73
Number of shares used in per share computations:
Basic		92,915		—			92,915		94,150		—			94,150
Diluted		93,664		—			93,664		96,181		—			96,181

QLOGIC CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited — in thousands)

	Sep. 26, 2004		Mar. 28, 2004
ASSETS
Current assets:
Cash and cash equivalents	$	197,379	$	156,593
Short-term investments		557,296		586,441
Accounts receivable, net		72,031		67,355
Inventories		22,404		20,935
Other current assets		23,874		22,256
Total current assets		872,984		853,580
Property and equipment, net		67,805		67,224
Other assets		7,036		7,711
	$	947,825	$	928,515
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	18,200	$	18,570
Accrued compensation		13,943		18,849
Income taxes payable		16,441		10,691
Other liabilities		13,020		12,687
Total current liabilities		61,604		60,797
Total stockholders’ equity		886,221		867,718
	$	947,825	$	928,515

QLOGIC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited — in thousands)

	Six Months Ended
	Sep. 26,			Sep. 28,
	2004			2003
Cash flows from operating activities:
Net income	$	68,085		$	65,857
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		7,402			7,128
Deferred income taxes		(834	)		7,539
Tax benefit from issuance of stock under stock plans		487			6,246
Amortization of deferred stock-based compensation		329			730
Provision for losses on accounts receivable		424			—
Loss on disposal of property and equipment		7			104
Changes in operating assets and liabilities:
Accounts receivable		(5,100	)		(15,203	)
Inventories		(1,469	)		48
Other assets		(109	)		1,145
Accounts payable		(370	)		2,129
Accrued compensation		(4,906	)		(5,354	)
Income taxes payable		5,750			(5,796	)
Other liabilities		333			3,379
Net cash provided by operating activities		70,029			67,952
Cash flows from investing activities:
Purchases of marketable securities		(305,171	)		(449,837	)
Sales and maturities of marketable securities		330,330			420,262
Additions to property and equipment		(7,990	)		(9,920	)
Net cash provided by (used in) investing activities		17,169			(39,495	)
Cash flows from financing activities:
Proceeds from issuance of stock under stock plans		3,596			8,969
Purchase of treasury stock		(50,008	)		(998	)
Net cash provided by (used in) financing activities		(46,412	)		7,971
Net increase in cash and cash equivalents		40,786			36,428
Cash and cash equivalents at beginning of period		156,593			137,810
Cash and cash equivalents at end of period	$	197,379		$	174,238

QLOGIC CORPORATION

SUPPLEMENTAL FINANCIAL INFORMATION

(unaudited — in thousands)

Net Revenues

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

	Three Months Ended						Six Months Ended
	Sep. 26,		Jun. 27,		Sep. 28,		Sep. 26,		Sep. 28,
	2004		2004		2003		2004		2003
Fibre Channel products	$	108,414	$	104,792	$	99,742	$	213,206	$	193,224
SCSI products		24,899		24,083		31,210		48,982		63,519
Other		1,296		936		1,315		2,232		1,759
	$	134,609	$	129,811	$	132,267	$	264,420	$	258,502

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						Six Months Ended
	Sep. 26,		Jun. 27,		Sep. 28,		Sep. 26,		Sep. 28,
	2004		2004		2003		2004		2003
United States	$	54,633	$	53,516	$	58,064	$	108,149	$	115,190
International		79,976		76,295		74,203		156,271		143,312
	$	134,609	$	129,811	$	132,267	$	264,420	$	258,502