10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 29, 2014

Commission file number 0-23298

QLogic Corporation

(Exact name of registrant as specified in its charter)

Delaware	33-0537669
(State of incorporation)	(I.R.S. Employer Identification No.)

26650 Aliso Viejo Parkway

Aliso Viejo, California 92656

(Address of principal executive office and zip code)

(949) 389-6000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨

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

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

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

(Do not check if a smaller reporting company)

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

As of July 25, 2014, 87,820,000 shares of the Registrant’s common stock were outstanding.

QLOGIC CORPORATION

INDEX

		Page
	PART I. FINANCIAL INFORMATION
Item  1.	Financial Statements:
	Condensed Consolidated Balance Sheets as of June 29, 2014 and March 30, 2014		1
	Condensed Consolidated Statements of Operations for the three months ended June 29, 2014 and June 30, 2013		2
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended June 29, 2014 and June 30, 2013		3
	Condensed Consolidated Statements of Cash Flows for the three months ended June 29, 2014 and June 30, 2013		4
	Notes to Condensed Consolidated Financial Statements		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		18
Item 4.	Controls and Procedures		18
	PART II. OTHER INFORMATION
Item  1.	Legal Proceedings		19
Item  1A.	Risk Factors		19
Item 6.	Exhibits		31
	Signatures		32

i

PART I.

FINANCIAL INFORMATION

Item 1. Financial Statements

QLOGIC CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 29, 2014			March 30, 2014
	(Unaudited; In thousands,
	except share and per
	share amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	60,882		$	91,258
Marketable securities		189,532			186,783
Accounts receivable, less allowance for doubtful accounts of $1,176 and $1,186 as of June 29, 2014 and March 30, 2014, respectively		84,103			65,213
Inventories		25,715			18,036
Deferred tax assets		14,681			15,080
Other current assets		19,870			16,590
Total current assets		394,783			392,960
Property and equipment, net		86,304			84,912
Goodwill		193,294			194,107
Purchased intangible assets, net		65,400			69,903
Deferred tax assets		29,091			32,827
Other assets		22,796			23,554
	$	791,668		$	798,263
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	31,261		$	30,657
Accrued compensation		19,721			26,956
Accrued taxes		1,530			981
Deferred revenue		4,040			3,954
Other current liabilities		8,502			16,123
Total current liabilities		65,054			78,671
Accrued taxes		13,871			17,095
Other liabilities		9,315			9,071
Total liabilities		88,240			104,837
Stockholders’ equity:
Preferred stock, $0.001 par value; 1,000,000 shares authorized; no shares issued and outstanding		—			—
Common stock, $0.001 par value; 500,000,000 shares authorized; 214,426,000 and 213,786,000 shares issued as of June 29, 2014 and March 30, 2014, respectively		214			214
Additional paid-in capital		961,690			958,008
Retained earnings		1,678,071			1,672,071
Accumulated other comprehensive income		755			435
Treasury stock, at cost: 126,616,000 shares as of June 29, 2014 and March 30, 2014		(1,937,302	)		(1,937,302	)
Total stockholders’ equity		703,428			693,426
	$	791,668		$	798,263

See accompanying notes to condensed consolidated financial statements.

1

QLOGIC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended
	June 29, 2014			June 30, 2013
	(Unaudited; In thousands, except per share amounts)
Net revenues	$	119,449		$	113,116
Cost of revenues		48,754			36,619
Gross profit		70,695			76,497
Operating expenses:
Engineering and development		37,821			40,387
Sales and marketing		16,034			19,413
General and administrative		8,900			7,739
Special charges		2,544			12,033
Total operating expenses		65,299			79,572
Operating income (loss)		5,396			(3,075	)
Interest and other income, net		142			773
Income (loss) before income taxes		5,538			(2,302	)
Income tax expense (benefit)		(462	)		748
Net income (loss)	$	6,000		$	(3,050	)
Net income (loss) per share:
Basic	$	0.07		$	(0.03	)
Diluted	$	0.07		$	(0.03	)
Number of shares used in per share calculations:
Basic		87,395			89,146
Diluted		88,253			89,146

See accompanying notes to condensed consolidated financial statements.

2

QLOGIC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	Three Months Ended
	June 29, 2014		June 30, 2013
	(Unaudited; In thousands)
Net income (loss)	$	6,000	$	(3,050	)
Other comprehensive income, net of income taxes:
Changes in fair value of marketable securities:
Changes in unrealized gains		199		(1,921	)
Net realized losses (gains) reclassified into earnings		63		(394	)
		262		(2,315	)
Foreign currency translation adjustments		58		(294	)
Total other comprehensive income (loss)		320		(2,609	)
Comprehensive income (loss)	$	6,320	$	(5,659	)

See accompanying notes to condensed consolidated financial statements.

3

QLOGIC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended
	June 29, 2014			June 30, 2013
	(Unaudited; In thousands)
Cash flows from operating activities:
Net income (loss)	$	6,000		$	(3,050	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		12,180			7,806
Stock-based compensation		5,540			8,171
Deferred income taxes		4,076			5,403
Asset impairments		1,011			2,429
Other non-cash items		581			345
Changes in operating assets and liabilities:
Accounts receivable		(18,880	)		(3,169	)
Inventories		(7,679	)		3,052
Other assets		77			(210	)
Accounts payable		416			(289	)
Accrued compensation		(7,235	)		(5,374	)
Accrued taxes, net		(5,418	)		(5,366	)
Other liabilities		(7,291	)		6,843
Net cash provided by (used in) operating activities		(16,622	)		16,591
Cash flows from investing activities:
Purchases of available-for-sale securities		(51,759	)		(89,318	)
Proceeds from sales and maturities of available-for-sale securities		48,932			108,609
Purchases of property and equipment		(8,989	)		(10,111	)
Net cash provided by (used in) investing activities		(11,816	)		9,180
Cash flows from financing activities:
Proceeds from issuance of common stock under stock-based awards		1,440			1,963
Minimum tax withholding paid on behalf of employees for restricted stock units		(3,298	)		(4,280	)
Purchases of treasury stock		—			(24,428	)
Other financing activities		(80	)		(6	)
Net cash used in financing activities		(1,938	)		(26,751	)
Net decrease in cash and cash equivalents		(30,376	)		(980	)
Cash and cash equivalents at beginning of period		91,258			95,532
Cash and cash equivalents at end of period	$	60,882		$	94,552

See accompanying notes to condensed consolidated financial statements.

4

QLOGIC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Basis of Presentation

In the opinion of management of QLogic Corporation (QLogic or the Company), the accompanying unaudited condensed consolidated financial statements contain all normal recurring accruals and adjustments necessary to present fairly the Company’s consolidated financial position, results of operations and cash flows. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 30, 2014. The results of operations for the three months ended June 29, 2014 are not necessarily indicative of the results that may be expected for the entire fiscal year. The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the Company’s consolidated financial statements and accompanying notes. The Company evaluates its estimates on an ongoing basis using historical experience and other factors, including the current economic environment. Among the significant estimates affecting the consolidated financial statements are those related to revenue recognition, stock-based compensation, income taxes, marketable securities, inventories, goodwill and long-lived assets. The actual results experienced by the Company could differ materially from management’s estimates.

Recently Adopted Accounting Standards

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

Note 2. Business Acquisition

Broadcom Corporation

In March 2014, the Company acquired certain 10/40/100Gb Ethernet controller-related assets from Broadcom Corporation (Broadcom) primarily relating to the NetXtreme^® II Ethernet controller family and licensed certain related intellectual property under non-exclusive licenses for total cash consideration of $147.8 million and the assumption of certain liabilities. The transfer of certain property and equipment in a foreign jurisdiction was subject to local compliance requirements and was completed in July 2014. The Company’s purchase price allocation will be adjusted for this transfer in the second quarter of fiscal 2015.

The Company preliminarily estimated the fair value of the assets acquired and liabilities assumed and allocated a portion of the total purchase consideration to tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values at the acquisition date. During the three months ended June 29, 2014, the Company completed the identification and valuation of certain property and equipment acquired and recorded an increase in property and equipment of $0.8 million with a corresponding decrease in goodwill. The excess of the total purchase consideration over the aggregate estimated fair values was recorded as goodwill. The goodwill associated with this acquisition is expected to be tax deductible. The following table summarizes the preliminary allocation of the purchase price to the fair value of the assets acquired and liabilities assumed:

	(In thousands)
Inventories	$	2,880
Other current assets		307
Property and equipment		3,268
Goodwill		82,318
Purchased intangible asset		60,100
Accrued compensation		(987	)
Other current liabilities		(129	)
	$	147,757

5

QLOGIC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

Note 3. Marketable Securities

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

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(In thousands)
June 29, 2014
U.S. government and agency securities	$	47,919	$	36	$	(16	)	$	47,939
Corporate debt obligations		77,041		241		(31	)		77,251
Mortgage-backed securities		32,029		228		(98	)		32,159
Municipal bonds		23,402		164		(5	)		23,561
Other debt securities		8,619		8		(5	)		8,622
	$	189,010	$	677	$	(155	)	$	189,532
March 30, 2014
U.S. government and agency securities	$	49,237	$	16	$	(55	)	$	49,198
Corporate debt obligations		74,386		200		(72	)		74,514
Mortgage-backed securities		32,778		191		(187	)		32,782
Municipal bonds		24,989		133		(9	)		25,113
Other debt securities		5,178		3		(5	)		5,176
	$	186,568	$	543	$	(328	)	$	186,783

The amortized cost and estimated fair value of debt securities as of June 29, 2014, by contractual maturity, are presented below. Expected maturities will differ from contractual maturities because the issuers of securities may have the right to repay obligations without prepayment penalties. Certain debt instruments, although possessing a contractual maturity greater than one year, are classified as short-term marketable securities based on their ability to be traded on active markets and availability for current operations.

	Amortized Cost		Estimated Fair Value
	(In thousands)
Due in one year or less	$	15,480	$	15,509
Due after one year through three years		127,021		127,380
Due after three years through five years		24,378		24,360
Due after five years		22,131		22,283
	$	189,010	$	189,532

6

QLOGIC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table presents the Company’s marketable securities with unrealized losses by investment category and length of time that individual securities have been in a continuous unrealized loss position as of June 29, 2014 and March 30, 2014.

	Less Than 12 Months					12 Months or Greater					Total
Description of Securities	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(In thousands)
June 29, 2014
U.S. government and agency securities	$	23,407	$	(14	)	$	679	$	(2	)	$	24,086	$	(16	)
Corporate debt obligations		17,725		(28	)		464		(3	)		18,189		(31	)
Mortgage-backed securities		2,990		(15	)		7,088		(83	)		10,078		(98	)
Municipal bonds		2,481		(5	)		—		—			2,481		(5	)
Other debt securities		4,102		(5	)		—		—			4,102		(5	)
	$	50,705	$	(67	)	$	8,231	$	(88	)	$	58,936	$	(155	)
March 30, 2014
U.S. government and agency securities	$	26,879	$	(55	)	$	—	$	—		$	26,879	$	(55	)
Corporate debt obligations		19,906		(72	)		—		—			19,906		(72	)
Mortgage-backed securities		11,261		(145	)		2,838		(42	)		14,099		(187	)
Municipal bonds		3,322		(9	)		—		—			3,322		(9	)
Other debt securities		2,955		(5	)		—		—			2,955		(5	)
	$	64,323	$	(286	)	$	2,838	$	(42	)	$	67,161	$	(328	)

As of June 29, 2014 and March 30, 2014, the fair value of certain of the Company’s available-for-sale securities was less than their cost basis. Management reviewed various factors in determining whether to recognize an impairment charge related to these unrealized losses, including the current financial and credit market environment, the financial condition and near-term prospects of the issuer of the security, the magnitude of the unrealized loss compared to the cost of the investment, the length of time the investment had been in a loss position and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery of market value. As of June 29, 2014 and March 30, 2014, the Company determined that the unrealized losses were temporary in nature and recorded them as a component of accumulated other comprehensive income.

7

QLOGIC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 4. Fair Value of Financial Instruments

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

A summary of the assets measured at fair value on a recurring basis as of June 29, 2014 and March 30, 2014 are as follows:

	Fair Value Measurements Using
	Level 1		Level 2		Total
	(In thousands)
June 29, 2014
Cash and cash equivalents	$	60,882	$	—	$	60,882
Marketable securities:
U.S. government and agency securities		47,939		—		47,939
Corporate debt obligations		—		77,251		77,251
Mortgage-backed securities		—		32,159		32,159
Municipal bonds		—		23,561		23,561
Other debt securities		—		8,622		8,622
		47,939		141,593		189,532
	$	108,821	$	141,593	$	250,414
March 30, 2014
Cash and cash equivalents	$	91,258	$	—	$	91,258
Marketable securities:
U.S. government and agency securities		49,198		—		49,198
Corporate debt obligations		—		74,514		74,514
Mortgage-backed securities		—		32,782		32,782
Municipal bonds		—		25,113		25,113
Other debt securities		—		5,176		5,176
		49,198		137,585		186,783
	$	140,456	$	137,585	$	278,041

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

Note 5. Inventories

Components of inventories are as follows:

	June 29, 2014		March 30, 2014
	(In thousands)
Raw materials	$	2,636	$	2,041
Finished goods		23,079		15,995
	$	25,715	$	18,036

Note 6. Stock-Based Compensation

During the three months ended June 29, 2014, the Company granted 1.7 million restricted stock units with a weighted average grant date fair value of $10.43 per share.

8

QLOGIC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

	Three Months Ended
	June 29, 2014		June 30, 2013
	(In thousands)
Cost of revenues	$	355	$	584
Engineering and development		2,971		4,351
Sales and marketing		1,010		1,793
General and administrative		1,204		1,443
	$	5,540	$	8,171

Note 7. Special Charges

A summary of the special charges recorded during the three months ended June 29, 2014 and June 30, 2013, respectively, is as follows:

	Three Months Ended
	June 29, 2014		June 30, 2013
	(In thousands)
Exit costs	$	1,033	$	9,604
Asset impairments		1,011		2,429
Other charges		500		—
	$	2,544	$	12,033

March 2014 Initiative

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

During the three months ended June 29, 2014, the Company recorded special charges of $1.7 million in connection with the March 2014 Initiative, consisting of $0.7 million of exit costs and $1.0 million of asset impairment charges related to abandoned property and equipment. The exit costs include severance and related costs associated with involuntarily terminated employees.

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

	Workforce Reduction			Contract Cancellation and Other			Total
	(In thousands)
Balance as of March 30, 2014	$	3,177		$	4,311		$	7,488
Charged to costs and expenses		622			54			676
Payments		(3,384	)		(4,225	)		(7,609	)
Balance as of June 29, 2014	$	415		$	140		$	555

June 2013 Initiative

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

During the three months ended June 29, 2014, the Company recorded special charges of $0.4 million in connection with the June 2013 Initiative, consisting of exit costs associated with severance and related costs for involuntarily terminated employees. Certain employees that were notified of their termination are required to provide future services for varying periods. Severance costs related to these services are recognized ratably over the estimated requisite service period. The Company expects to incur between $1 million and $2 million of additional severance costs in connection with these employees over the requisite service period.

9

QLOGIC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

	Workforce Reduction			Facilities and Other			Total
	(In thousands)
Balance as of March 30, 2014	$	3,528		$	4,621		$	8,149
Charged to costs and expenses		357			—			357
Payments		(949	)		(306	)		(1,255	)
Balance as of June 29, 2014	$	2,936		$	4,315		$	7,251

The total unpaid exit costs related to both initiatives are expected to be paid over the terms of the related agreements through fiscal 2018. As of June 29, 2014, unpaid exit costs totaling $2.5 million and $5.3 million are included in other current liabilities and other liabilities, respectively.

Note 8. Income Taxes

The Company’s provision (benefit) for income taxes was $(0.5) million and $0.7 million for the three months ended June 29, 2014 and June 30, 2013, respectively. The income tax benefit for the three months ended June 29, 2014 was primarily due to adjustments to previously recognized uncertain tax position liabilities as a result of additional information received during the quarter related to these tax positions and certain other discrete items. Income tax expense was also impacted by the effect of a discrete tax-related item associated with the difference between stock-based compensation expense and the deduction related to stock-based awards on income tax returns. The Company’s provision for income taxes is based on the estimated income for the year, the composition of the estimated income in different tax jurisdictions, and the tax effect, if any, in the applicable quarterly periods of newly enacted tax legislation, resolution of tax audits, changes in uncertain tax positions, and other discrete tax-related items. The allocation of taxable income to domestic and foreign tax jurisdictions impacts the effective tax rate, as the Company’s income tax rate in foreign jurisdictions is generally lower than its income tax rate in the United States.

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

Note 9. Net Income (Loss) Per Share

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

	Three Months Ended
	June 29, 2014		June 30, 2013
	(In thousands, except per share amounts)
Net income (loss)	$	6,000	$	(3,050	)
Shares:
Weighted-average shares outstanding — basic		87,395		89,146
Dilutive potential common shares, using treasury stock method		858		—
Weighted-average shares outstanding — diluted		88,253		89,146
Net income (loss) per share:
Basic	$	0.07	$	(0.03	)
Diluted	$	0.07	$	(0.03	)

Stock-based awards, including stock options and restricted stock units, representing 12.1 million and 18.5 million shares of common stock have been excluded from the diluted per share calculations for the three months ended June 29, 2014 and June 30, 2013, respectively. These stock-based awards have been excluded from the diluted per share calculations because their effect would have been antidilutive.

10

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

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

Overview

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

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

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

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

11

Business Acquisition

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

Restructuring Plans

In March 2014, we commenced a restructuring plan primarily designed to consolidate our Ethernet product roadmap following the acquisition of the Ethernet controller-related assets from Broadcom. This restructuring plan primarily includes a workforce reduction and the consolidation and elimination of certain engineering activities. During the three months ended June 29, 2014, we recorded special charges of $1.7 million in connection with this plan, consisting of $0.7 million of exit costs and $1.0 million of asset impairment charges related to abandoned property and equipment. We substantially completed these restructuring activities during the first quarter of fiscal 2015.

In June 2013, we commenced a restructuring plan designed to enhance product focus and streamline business operations. This restructuring plan includes a workforce reduction and the consolidation and elimination of certain engineering activities. In connection with this plan, we ceased development of future ASICs for switch products. During the three months ended June 29, 2014, we recorded special charges of $0.4 million related to this restructuring plan, consisting of exit costs. We expect to incur between $1 million and $2 million of additional severance costs in connection with this plan primarily related to employees required to provide future services. The additional severance costs will be recognized over the requisite service period.

First Quarter Financial Highlights

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

• Net revenues increased to $119.4 million in the first quarter of fiscal 2015 from $115.7 million in the fourth quarter of fiscal 2014. Revenue from Advanced Connectivity Platforms increased 4% to $104.7 million in the first quarter of fiscal 2015 from $101.1 million in the fourth quarter of fiscal 2014. Revenue from Legacy Connectivity Products was $14.7 million in the first quarter of fiscal 2015 compared to $14.6 million in fourth quarter of fiscal 2014.

• Gross profit as a percentage of net revenues was 59.2% in the first quarter of fiscal 2015 compared to 65.9% in the fourth quarter of fiscal 2014. Gross profit for the first quarter of fiscal 2015 included $3.1 million of incremental amortization of purchased intangible assets related to our acquisitions in the fourth quarter of fiscal 2014.

• Operating income increased to $5.4 million in the first quarter of fiscal 2015 from an operating loss of $42.6 million in the fourth quarter of fiscal 2014. We recorded special charges of $2.5 million during the first quarter of fiscal 2015 and $56.5 million during the fourth quarter of fiscal 2014.

• Net income increased to $6.0 million, or $0.07 per diluted share, in the first quarter of fiscal 2015 from a net loss of $46.8 million, or $0.54 per diluted share, in the fourth quarter of fiscal 2014.

• Cash, cash equivalents and marketable securities were $250.4 million as of June 29, 2014 compared to $278.0 million as of March 30, 2014.

12

Results of Operations

Net Revenues

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

	Three Months Ended
	June 29, 2014			June 30, 2013
	(Dollars in millions)
Net revenues:
Advanced Connectivity Platforms	$	104.7		$	93.2
Legacy Connectivity Products		14.7			19.9
	$	119.4		$	113.1
Percentage of net revenues:
Advanced Connectivity Platforms		88	%		82	%
Legacy Connectivity Products		12			18
		100	%		100	%

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

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

Net revenues of $119.4 million for the three months ended June 29, 2014 increased 6% from $113.1 million for the three months ended June 30, 2013. The increase in net revenues was the result of an $11.5 million, or 12%, increase in revenue from Advanced Connectivity Platforms, partially offset by a $5.2 million decrease in revenue from Legacy Connectivity Products. The increase in revenue from Advanced Connectivity Platforms was primarily driven by an increase in revenue from Ethernet products associated with an acquisition in the fourth quarter of fiscal 2014. We expect our revenue from Advanced Connectivity Platforms to grow during fiscal 2015, primarily driven by increased shipments of our Ethernet products. The decrease in revenue from Legacy Connectivity Products was primarily due to an 11% decrease in the quantity of switches sold and a 21% decrease in average selling prices of these products. We expect net revenue from our Legacy Connectivity Products to continue to decline over time. As part of the restructuring plan we implemented in June 2013, we ceased development of future ASICs for switch products; however, we will continue to sell and support products based on the current generation switch ASICs.

A small number of our customers account for a substantial portion of our net revenues, and we expect that a small number of customers will continue to represent a substantial portion of our net revenues for the foreseeable future. Our top ten customers accounted for 84% and 83% of net revenues during the three months ended June 29, 2014 and June 30, 2013, respectively.

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

13

Net revenues by geographic area are as follows:

	Three Months Ended
	June 29, 2014		June 30, 2013
	(In millions)
United States	$	47.3	$	49.1
Asia-Pacific and Japan		50.2		38.7
Europe, Middle East and Africa		17.9		20.6
Rest of world		4.0		4.7
	$	119.4	$	113.1

Revenues by geographic area are presented based upon the ship-to location of the customer, which is not necessarily indicative of the location of the ultimate end-user of our products. The United States and China are the only countries that represented 10% or more of net revenues for the periods presented. Net revenues from customers in China were $19.1 million and $13.9 million for the three months ended June 29, 2014 and June 30, 2013, respectively.

Gross Profit

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

	Three Months Ended
	June 29, 2014			June 30, 2013
	(Dollars in millions)
Gross profit	$	70.7		$	76.5
Percentage of net revenues		59.2	%		67.6	%

Gross profit for the three months ended June 29, 2014 decreased $5.8 million, or 8%, from gross profit for the three months ended June 30, 2013. The gross profit percentage for the three months ended June 29, 2014 decreased to 59.2% from 67.6% for the corresponding quarter in the prior year. The decrease in gross profit and gross profit percentage was primarily due to an unfavorable product mix and incremental acquisition-related costs of $4.2 million for amortization of purchased intangible assets and $0.8 million for acquired inventory valuation step-up amortization.

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

14

Operating Expenses

Our operating expenses are summarized in the following table:

	Three Months Ended
	June 29, 2014			June 30, 2013
	(Dollars in millions)
Operating expenses:
Engineering and development	$	37.8		$	40.4
Sales and marketing		16.1			19.4
General and administrative		8.9			7.8
Special charges		2.5			12.0
	$	65.3		$	79.6
Percentage of net revenues:
Engineering and development		31.7	%		35.7	%
Sales and marketing		13.4			17.2
General and administrative		7.5			6.8
Special charges		2.1			10.6
		54.7	%		70.3	%

Engineering and Development. Engineering and development expenses consist primarily of compensation and related employee benefit costs, outside service and material costs, occupancy and equipment costs and related computer support costs. During the three months ended June 29, 2014, engineering and development expenses decreased to $37.8 million from $40.4 million for the three months ended June 30, 2013. The decrease was primarily due to a $1.7 million decrease in cash compensation and related employee benefit costs and a $1.4 million decrease in stock-based compensation, both principally due to cost savings achieved as a result of our restructuring plans.

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

Sales and Marketing. Sales and marketing expenses consist primarily of compensation and related employee benefit costs, sales commissions, promotional activities and travel for sales and marketing personnel. During the three months ended June 29, 2014, sales and marketing expenses decreased to $16.1 million from $19.4 million for the three months ended June 30, 2013. The decrease was primarily due to a $1.4 million decrease in cash compensation and related employee benefit costs and a $0.8 million decrease in stock-based compensation, both principally due to a reduction in headcount resulting from our restructuring plans. The decrease in sales and marketing expenses also included a $0.9 million decrease in promotional expenses.

General and Administrative. General and administrative expenses consist primarily of compensation and related employee benefit costs for executive, finance, accounting, human resources, legal and information technology personnel. Non-compensation components of general and administrative expenses include accounting, legal and other professional fees, facilities expenses and other corporate expenses. General and administrative expenses increased to $8.9 million for the three months ended June 29, 2014 from $7.8 million for the three months ended June 30, 2013, primarily due to an increase in consulting and outside services.

Special Charges. During the three months ended June 29, 2014, we recorded special charges of $2.5 million, consisting of $1.0 million of exit costs, $1.0 million of asset impairment charges related to abandoned property and equipment and $0.5 million of other charges. During the three months ended June 30, 2013, we recorded special charges of $12.0 million, consisting of $9.6 million of exit costs and $2.4 million of asset impairment charges. The exit costs include severance and related costs associated with involuntarily terminated employees. Certain employees that were notified of their termination are required to provide services for varying periods in excess of statutory notice periods. Severance costs related to these services are recognized ratably over the estimated requisite service period. Exit costs during the three months ended June 30, 2013 also include the estimated costs associated with the portion of a facility under a non-cancelable lease that we ceased using. We expect to incur between $1 million and $2 million of additional exit costs associated with the restructuring plan initiated in June 2013, principally related to severance costs for terminated employees that are required to provide services beyond the statutory notice period.

The unpaid exit costs of $7.8 million as of June 29, 2014 are expected to be paid over the terms of the related agreements through fiscal 2018, including $2.5 million during the next twelve months.

15

Income Taxes

Our provision (benefit) for income taxes was $(0.5) million and $0.7 million for the three months ended June 29, 2014 and June 30, 2013, respectively. The income tax benefit for the three months ended June 29, 2014 was primarily due to adjustments to previously recognized uncertain tax position liabilities and certain other discrete items. Income tax expense was also impacted by the effect of a discrete tax-related item associated with the difference between stock-based compensation expense and the deduction related to stock-based awards on income tax returns.

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

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

Liquidity and Capital Resources

Our combined balances of cash, cash equivalents and marketable securities decreased to $250.4 million as of June 29, 2014 from $278.0 million as of March 30, 2014. As of June 29, 2014 and March 30, 2014, our international subsidiaries held $204.4 million and $232.8 million, respectively, of our total cash, cash equivalents and marketable securities. These holdings by our international subsidiaries consisted primarily of debt securities due from U.S. issuers, including the U.S. government and related agencies, and U.S. dollar denominated cash and money market funds. Certain foreign regulations could impact our ability to transfer funds to the United States. We currently intend to invest the funds held outside of the United States in our international operations and, as a result, do not intend to repatriate these funds. Should we decide to repatriate funds held outside of the United States, we may incur a significant tax obligation.

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

Revolving Credit Facility

We have a credit agreement that provides us with a $125 million unsecured revolving credit facility that matures in March 2018. Borrowings under the credit agreement may be used for general corporate purposes, including permitted share repurchases and acquisitions. Under the credit agreement, we may increase the revolving commitments or obtain incremental term loans in an aggregate amount up to an additional $100 million, subject to certain conditions. There were no borrowings outstanding under the credit agreement as of June 29, 2014.

Operating, Investing and Financing Activities

Cash used in operating activities was $16.6 million for the three months ended June 29, 2014 compared to cash provided by operating activities of $16.6 million for the three months ended June 30, 2013. Operating cash flow for the three months ended June 29, 2014 consisted of our net income of $6.0 million, net non-cash expenses of $23.4 million and net cash used as a result of changes in operating assets and liabilities of $46.0 million. The changes in operating assets and liabilities included an $18.9 million increase in accounts receivable, a $7.7 million increase in inventories, a $7.2 million decrease in accrued compensation and a $7.3 million decrease in other liabilities. The increase in accounts receivable was primarily due to customer mix and an increase in revenue, as well as the timing of customer shipments and cash collections during the quarter. The increase in inventories was primarily due to advanced purchases of ASICs in support of future customer demand due to long lead times for these products. The decrease in accrued compensation was primarily due to the timing of payment obligations. The decrease in other liabilities was primarily due to the payment of severance and related costs associated with our restructuring plans.

16

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

Operating cash flow for the three months ended June 30, 2013 consisted of our net loss of $3.1 million, net non-cash expenses of $24.2 million and net cash used as a result of changes in operating assets and liabilities of $4.5 million. The changes in operating assets and liabilities included a $5.4 million decrease in accrued compensation and a $5.4 million decrease in accrued taxes, net, partially offset by a $6.8 million increase in other liabilities. The decrease in accrued compensation was primarily due to the timing of payment obligations. The decrease in accrued taxes was primarily due to estimated tax payments remitted during the fiscal quarter. The increase in other liabilities was primarily due to accrued exit costs associated with our restructuring plan.

Cash used in investing activities was $11.8 million for the three months ended June 29, 2014 and consisted of $9.0 million of purchases of property and equipment and $2.8 million of net purchases of available-for-sale securities. During the three months ended June 30, 2013, cash provided by investing activities was $9.2 million and consisted of $19.3 million of net sales and maturities of available-for-sale securities, partially offset by $10.1 million of purchases of property and equipment.

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

Cash used in financing activities was $1.9 million for the three months ended June 29, 2014 and consisted primarily of $3.3 million for minimum tax withholdings paid on behalf of employees for restricted stock units that vested during the period, partially offset by $1.4 million of proceeds from the issuance of common stock under stock-based awards. During the three months ended June 30, 2013, cash used in financing activities was $26.8 million and consisted primarily of our purchase of $24.4 million of common stock under our stock repurchase program and $4.3 million for minimum tax withholdings paid on behalf of employees for restricted stock units that vested during the period, partially offset by $2.0 million of proceeds from the issuance of common stock under stock-based awards.

Contractual Obligations and Commitments

We have certain contractual obligations and commitments to make future payments in the form of non-cancelable purchase orders to our suppliers and commitments under operating lease arrangements. A summary of our contractual obligations as of June 29, 2014, and their impact on our cash flows in future fiscal years, is as follows:

	2015 (Remaining nine months)		2016		2017		2018		2019		Total
					(In millions)
Operating leases	$	7.8	$	7.3	$	4.1	$	1.9	$	0.2	$	21.3
Non-cancelable purchase obligations		51.8		—		—		—		—		51.8
Total	$	59.6	$	7.3	$	4.1	$	1.9	$	0.2	$	73.1

Our liability for unrecognized tax benefits, including related accrued interest and penalties, was $13.9 million as of June 29, 2014. We are not able to provide a reasonable estimate of the timing of future tax payments related to these obligations.

Critical Accounting Policies and Estimates

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

For a description of the accounting policies that we believe to be our most critical accounting policies and estimates, see Critical Accounting Policies and Estimates included in Part II, Item 7 of our Annual Report on Form 10-K for the year ended March 30, 2014. There have been no material changes in any of our critical accounting policies and estimates during the three months ended June 29, 2014. These accounting policies are significantly affected by judgments, assumptions and estimates used in the preparation of the financial statements and actual results could differ materially from the amounts reported based on these policies.

17

Recently Issued Accounting Standards Not Yet Effective

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

Off-Balance Sheet Arrangements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our cash and cash equivalents are not subject to significant interest rate risk due to the short maturities of these instruments. As of June 29, 2014, the carrying value of our cash and cash equivalents approximates fair value.

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

In accordance with our investment guidelines, we only invest in instruments with high credit quality ratings and we limit our exposure to any one issuer or type of investment. Our portfolio of marketable securities as of June 29, 2014 consists of $189.5 million of securities that are classified as available-for-sale. As of June 29, 2014, we had gross unrealized losses associated with our available-for-sale securities of $0.2 million that were determined by management to be temporary in nature.

We do not use derivative financial instruments.

Item 4. Controls and Procedures

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

Our management evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of June 29, 2014. There was no change in our internal control over financial reporting during our quarter ended June 29, 2014 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

18

PART II.

OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

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

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

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

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

• the timing, size and mix of orders from customers;

• gain or loss of significant customers;

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

• customer policies pertaining to desired inventory levels of our products;

• sales discounts and customer incentives;

• the availability and sale of new products;

• changes in our average selling prices;

• the timing of server refresh cycles;

• variations in manufacturing capacities, efficiencies and costs;

• the availability and cost of components, including silicon chips;

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

• variations in operating expenses;

19

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

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

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

• the timing of revenue recognition and revenue deferrals;

• gains or losses related to our marketable securities; or

• changes in accounting rules or our accounting policies.

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

We expect gross margin to vary over time and our recent level of gross margin may not be sustainable.

Our recent level of gross margin may not be sustainable and may be adversely affected by numerous factors, including:

• as a result of our acquisition of the 10/40/100Gb Ethernet controller-related assets from Broadcom in the fourth quarter of fiscal 2014, we expect that our Ethernet products will represent a higher percentage of our future revenues and these products have a lower gross margin percentage than our historical corporate average;

• other changes in product mix;

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

• changes in manufacturing volumes over which fixed costs are absorbed;

• increased price competition;

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

• our inability to reduce manufacturing-related or component costs;

• entry into new markets;

• amortization and impairments of purchased intangible assets;

• sales discounts and customer incentives;

• increases in material, labor or overhead costs;

• excess inventory and inventory holding charges;

• changes in distribution channels;

• increased warranty costs; and

• acquisitions and dispositions of businesses, technologies or product lines.

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

20

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

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

As a result of worldwide economic weakness and uncertainty, it is extremely difficult for us and our customers to forecast future revenue levels based on historical information and trends. In addition, U.S. federal government spending cuts might reduce demand for our products from organizations that receive funding from the U.S. government and could negatively affect macroeconomic conditions in the United States, which could further reduce demand for our products. To the extent that we do not achieve our anticipated level of revenue, our operating results could be adversely affected.

Our stock price may be volatile.

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

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

• quarterly fluctuations in our revenues and operating results;

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

• conditions in the markets in which we operate;

• changes in market projections by industry forecasters;

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

• operating results or forecasts of our major customers or competitors;

• rumors or dissemination of false information; and

• general economic and geopolitical conditions.

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

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

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

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

21

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

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

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

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

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

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

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

• compete effectively on the basis of price and performance; and

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

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

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

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

A small number of customers account for a substantial portion of our net revenues, and we expect that a small number of customers will continue to represent a substantial portion of our net revenues in the foreseeable future. Our top ten customers accounted for 84% and 83% of net revenues for the three months ended June 29, 2014 and June 30, 2013, respectively. Total revenue from our three largest customers, Hewlett-Packard Company, International Business Machines Corporation and Dell, Inc., collectively accounted more than 50% of net revenues during the three months ended June 29, 2014 and June 30, 2013. We are also subject to credit risk associated with the concentration of our accounts receivable.

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

22

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

The ongoing consolidation in the technology industry could adversely impact our business. There is the potential for some of our customers to merge with or acquire one or more of our other customers. For example, in January 2014 International Business Machines Corporation announced an agreement to sell its x86 server business to Lenovo Group Ltd. There is also a potential that one of our large customers could acquire one of our current competitors. As a result of such transactions, demand for our products could decrease, which could have a material adverse effect on our business, financial condition or results of operations.

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

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

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

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

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

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

• uncertainties in identifying and pursuing acquisition targets;

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

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

23

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Our future success largely depends on our key engineering, sales, marketing and executive personnel, including highly skilled semiconductor design personnel and software developers. Prasad Rampalli joined the Company as President and Chief Executive Officer on February 3, 2014, and during our leadership transition it is especially important that we retain key personnel. If we lose the services of key personnel, or do not hire or retain other personnel for key positions, our business could be adversely affected.

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

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

24

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

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

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

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

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

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

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

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

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

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

25

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

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

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

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

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

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

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

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

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

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

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

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

26

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

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

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

International revenues accounted for 60% and 57% of our net revenues for the three months ended June 29, 2014 and June 30, 2013, respectively. We expect that international revenues will continue to account for a significant percentage of our net revenues for the foreseeable future. In addition, we maintain operations in foreign countries and a significant portion of our inventory purchases are from suppliers that are located outside the United States. As a result, we are subject to several risks, which include:

• a greater difficulty of administering and managing our business globally;

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

• less effective intellectual property protections outside of the United States;

• currency fluctuations;

• overlapping or differing tax structures;

• political and economic instability, including terrorism and war; and

• general trade restrictions.

As of July 28, 2014, we had 50 employees based in Israel who primarily are engaged in engineering development activities. The recent hostilities in the region have resulted in periodic disruptions of air travel between the United States and Israel, and otherwise made daily life in the region difficult. None of our employees have been called into active military duty as a result of the recent hostilities and, while some employees are working from home, most of our employees are following their regular work schedules and development projects are progressing on schedule. In the event that current hostilities significantly escalate or continue for an extended period of time, our engineering development activities in Israel could be delayed or otherwise adversely affected.

As of June 29, 2014, our international subsidiaries held $204.4 million of our total cash, cash equivalents and marketable securities. These holdings by our international subsidiaries consist primarily of debt securities due from U.S. issuers, including the U.S. government and related agencies, and U.S. dollar denominated cash and money market funds. Certain foreign regulations could impact our ability to transfer funds to the United States. Additionally, should we decide to repatriate cash held outside of the United States, we may incur a significant tax obligation.

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

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

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

27

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

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

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

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

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

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

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

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

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

28

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

As of June 29, 2014, we held short-term marketable securities totaling $189.5 million. We invest in debt securities, the majority of which are high investment grade, and we limit the exposure to credit risk through diversification and investment in highly-rated securities. However, investing in highly-rated securities does not entirely mitigate the risk of potential declines in market value. For example, in the past we have recorded impairment charges related to investment securities, including securities issued by companies in the financial services sector, that had previously been rated AA or higher. A deterioration in the economy, including tightening of credit markets or significant volatility in interest rates, could cause declines in value of our marketable securities or could impact the liquidity of the portfolio. If market conditions deteriorate significantly, our results of operations or financial condition could be materially and adversely affected.

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

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

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

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

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

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

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

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

29

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

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

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

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

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

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

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

We have a credit agreement that provides us with a $125.0 million unsecured revolving credit facility that matures in March 2018. Borrowings under the credit agreement may be used for general corporate purposes, including permitted share repurchases and acquisitions. Under the credit agreement, we may increase the revolving commitments or obtain incremental term loans in an aggregate amount up to an additional $100.0 million, subject to certain conditions. Our ability to borrow under the credit agreement is subject to continued compliance with certain financial and non-financial covenants. In addition, a breach of any of the covenants or other provisions in the credit agreement could result in an event of default, which if not cured or waived, could result in outstanding borrowings becoming immediately due and payable. We may be unable to maintain compliance with these covenants and, if we fail to do so, we may be unable to obtain waivers or amend the covenants. In the event that some or all of our outstanding borrowings are accelerated and become immediately due and payable, we may not have the funds to repay, or the ability to refinance, our borrowings. There were no borrowings outstanding under the credit agreement as of June 29, 2014.

30

Item 6. Exhibits

Exhibits

Exhibit No.
10.1	Non-Employee Director Equity Award Program under the QLogic Corporation 2005 Performance Incentive Plan, Amended and Restated Effective May 22, 2014.*
10.2	QLogic Corporation 1998 Employee Stock Purchase Plan, Amended and Restated Effective May 22, 2014.*
10.3	General Release Agreement, dated June 19, 2014, by and between QLogic Corporation and Robert B. Crawford (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on June 20, 2014).*
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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

31

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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

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

Date: July 31, 2014

32

EXHIBIT INDEX

Exhibit No.
10.1	Non-Employee Director Equity Award Program under the QLogic Corporation 2005 Performance Incentive Plan, Amended and Restated Effective May 22, 2014.*
10.2	QLogic Corporation 1998 Employee Stock Purchase Plan, Amended and Restated Effective May 22, 2014.*
10.3	General Release Agreement, dated June 19, 2014, by and between QLogic Corporation and Robert B. Crawford (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on June 20, 2014).*
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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

33

EX-10.1

Exhibit 10.1

QLOGIC CORPORATION

2005 PERFORMANCE INCENTIVE PLAN

NON-EMPLOYEE DIRECTOR EQUITY AWARD PROGRAM

(Amended and Restated Effective May 22, 2014)

1. Establishment; Purpose

This Non-Employee Director Equity Award Program (this “Program”) is adopted under, and any shares of Common Stock issued with respect to awards granted under this Program after the date of its adoption shall be charged against the applicable share limits of, the QLogic Corporation 2005 Performance Incentive Plan (the “Plan”). The purpose of this Program is to promote the success of the Corporation and the interests of its stockholders by providing members of the Board who are not officers or employees of the Corporation or one of its Subsidiaries (“Non-Employee Directors”) an opportunity to acquire an ownership interest in the Corporation and more closely aligning the interests of Non-Employee Directors and stockholders. This Program shall be effective as of the date of its adoption by the Board, and certain Plan amendments were approved by the Corporation’s stockholders at the Corporation’s 2008 annual meeting (the “2008 Annual Meeting”) (including, without limitation, the deletion of the automatic director grant provisions of the Plan set forth in Appendix A thereof). Except as otherwise expressly provided herein, the provisions of the Plan shall govern all awards made pursuant to this Program. Capitalized terms are defined in the Plan if not defined herein.

2. Participation

Equity award grants under this Program (each such award, a “Director Award”) shall be made only to Non-Employee Directors who have not, within three (3) years immediately preceding the applicable date of such grant, received any stock option, stock bonus, stock appreciation right or other similar stock award from the Corporation or any of its Subsidiaries, except as provided by this Program or pursuant to Appendix A of the Plan prior to the 2008 Annual Meeting (an “Eligible Director”).

3. Equity Award Grants

3.1 Initial Award Grant. If any person who is not then an officer or employee of the Corporation shall first become a Non-Employee Director on or after the date of the 2008 Annual Meeting, there shall be granted automatically to such person on such date a Director Award on the terms set forth below (the “Initial Grant”); provided that no such Initial Grant shall be made to any Non-Employee Director who does not then qualify as an Eligible Director.

3.2 Subsequent Annual Award Grants. Subject to Section 3.3, there shall be granted automatically at the close of business on the date of the first annual meeting of stockholders of the Corporation each year at which the members of the Board are elected or reelected (each such date, an “Annual Meeting Date”), a Director Award on the terms set forth below to each Eligible Director who is re-elected as a director of the Corporation at such meeting (each, an “Annual Grant”).

1

3.3 Proration of Annual Grants. If a period of less than twelve (12) months has elapsed between (i) the date that a Non-Employee Director first received a Director Award pursuant to Section 3.1 above or, prior to the date of the 2008 Annual Meeting, pursuant to Section A.2(a) of Appendix A of the Plan (the date of grant of any such award, an “Initial Award Date”) and (ii) the Annual Meeting Date, then the number of shares of Common Stock subject to any Annual Grant granted to an Eligible Director pursuant to Section 3.2 shall be prorated by multiplying (x) the number of such shares or units, as applicable, subject to such Annual Grant (as determined under Section 4 below), by (y) a fraction, the numerator of which shall be the number of days from and including the Initial Award Date through and including the Annual Meeting Date, and the denominator of which shall be the number of days since the last annual meeting of stockholders at which the members of the Board were elected or reelected preceding the Annual Meeting Date through and including the Annual Meeting Date (but in no event shall such fraction be greater than one (1)).

3.4 Maximum Number of Shares. Notwithstanding any other provision herein or in the Plan, Director Awards hereunder that would otherwise exceed any applicable share limit of Section 4.2 of the Plan shall be prorated within such limitation.

4. Determination of Grant Levels

4.1 Board or Administrator Approval. In each calendar year during the term of the Plan, commencing in 2008, the Board or the Administrator (which, if appointed for purposes of this Program, must be a committee of the Board) will determine, on or prior to the Annual Meeting Date for such calendar year, the grant levels for the Director Awards to be made to Non-Employee Directors under this Program for the period commencing on such Annual Meeting Date and ending on the day before the next succeeding Annual Meeting Date (the “Director Grant Period”). The action of the Board or the Administrator, as applicable, shall set forth its approval of such Annual Grants and any Initial Grants that may be made during the Director Grant Period commencing on such Annual Meeting Date and shall set forth each determination required to be made pursuant to Section 4.2.

4.2 Types of Awards and Grant Levels. Each Initial Grant made pursuant to this Program shall consist of a nonqualified stock option and an award of restricted stock units. Each Annual Grant made pursuant to this Program shall consist of an award of restricted stock units. If a Non-Employee Director who is serving as Chairman of the Board is entitled to an Annual Grant under Section 3.2, the grant levels for such grant will be determined independently from the Annual Grant levels determined for the other Non-Employee Directors as provided below in this Section 4.2. The number of shares of Common Stock subject to each Initial Grant and Annual Grant shall be determined as follows:

• The value of equity awards granted to non-employee directors of each of a

2

peer group of companies for the Corporation selected by the Board or the Administrator for the applicable year (the “Peer Group”) will be determined by the Board or Administrator (with options and similar awards granted by such companies being valued as of the date of grant of the respective award using a Black – Scholes or similar valuation model and with restricted stock units and similar awards granted by such companies being valued as of the date of grant of the respective award based on the closing market price on that date of grant of the shares subject to the award), with separate determinations being made each year for the value of equity awards granted to non-employee directors generally, the value of equity awards granted to non-employee directors serving as Chairman of the Board (or equivalent title), and the value of equity awards granted to newly elected or appointed non-employee directors. The Board or the Administrator will determine each year (i) a target amount (expressed in dollars) for the Corporation’s Non-Employee Directors not serving as Chairman of the Board (or equivalent title); (ii) if a Non-Employee Director is then serving as Chairman of the Board (or equivalent title), a target amount (expressed in dollars) for the Corporation’s Chairman of the Board; and (iii) a target amount (expressed in dollars) for any newly elected or appointed Non-Employee Director (each, a “Target Amount”). The Target Amount determined for new Non-Employee Directors under clause (iii) above shall apply to any Non-Employee Director newly elected or appointed to the Board during the applicable Director Grant Period identified in Section 4.1. The Board or the Administrator, as applicable, will have discretion to make appropriate adjustments in the data for the Peer Group and/or the Target Amounts as necessary to carry out the intent of these provisions (which may include, without limitation, adjustments to mitigate the effects of extraordinary one-time grants made by Peer Group members, extraordinary changes in the time commitments of directors, differences in the timing or frequency of grants, unusual grant terms or types of awards not contemplated, or similar circumstances).

• In the case of an Initial Grant, 50% of the Target Amount for any newly elected or appointed Non – Employee Director will be delivered in the form of a nonqualified stock option and 50% of the Target Amount for any newly elected or appointed Non – Employee Director will be delivered in the form of an award of restricted stock units. In the case of an Annual Grant, 100% of the Target Amount will be delivered in the form of an award of restricted stock units. The number of shares of Common Stock that will be subject to any such restricted stock unit award will equal (i) the dollar value of the portion of the applicable Target Amount to be granted in the form of such restricted stock unit award, divided by (ii) the fair market value of a share of Common Stock on the applicable grant date; provided, however, that in the event the fair market value of a share of Common Stock on the applicable grant date for an

3

Annual Grant is less than $10.00 per share, then the dollar value of the applicable Target Amount to be granted in the form of such restricted stock unit award will be divided by $10.00. The number of shares of Common Stock that will be subject to any such nonqualified stock option will equal (x) the dollar value of the portion of the applicable Target Amount to be granted in the form of such nonqualified stock option, divided by (y) the per-share fair value of the option on the applicable grant date (based on the Black – Scholes or similar valuation method and assumptions then generally used by the Corporation in valuing its options for financial statement purposes).

5. Terms of Options

The purchase price per share of the Common Stock covered by each stock option granted pursuant to this Program shall be 100% of the fair market value (as that term is defined in Section 5.6 of the Plan) of the Common Stock on the date of grant of the option. The exercise price of any stock option granted under this Program shall be paid in full at the time of each purchase in any of the following methods (or combination thereof): (i) cash, check payable to the order of the Corporation, or electronic funds transfer, (ii) subject to compliance with all applicable laws, rules and regulations, and subject to such procedures as the Administrator may adopt, the delivery of previously owned shares of Common Stock or pursuant to a “cashless exercise” with a third party who provides financing for the purposes of (or who otherwise facilitates) the purchase or exercise of awards. Shares of Common Stock used to satisfy the exercise price of an option shall be valued at their fair market value on the date of exercise. Each stock option granted under this Program and all rights or obligations thereunder shall commence on the date of grant of the award and expire no later than ten years thereafter, subject to earlier termination as provided in Section 8 below.

6. Payment of Restricted Stock Units

Restricted stock units granted pursuant to this Program shall be payable in an equivalent number of shares of Common Stock as soon as practicable after (and in all events within two and one-half months after) such units vest in accordance with Section 7.

7. Vesting of Equity Awards

Subject to earlier termination as provided in Section 8 below, each nonqualified stock option and each award of restricted stock units granted under this Program shall become vested in the following manner:

• Each Initial Grant granted under this Program shall become vested as to one-third (1/3) of the total number of shares of Common Stock subject to the option or restricted stock unit award, as applicable, on each of the first, second and third anniversaries of the date of grant; and

4

• Each Annual Grant granted under this Program shall become vested as to the total number of shares of Common Stock subject to the restricted stock unit award on the earlier of (i) the day prior to the annual meeting of the Corporation’s stockholders that occurs in the calendar year following the calendar year in which the award is granted or (ii) the first anniversary of the date of grant.

8. Termination of Directorship

If an Eligible Director’s services as a member of the Board terminate for any reason, (a) any portion of a stock option granted pursuant to this Program which is not then vested and exercisable shall immediately terminate, and any portion of such option which is then vested and exercisable may be exercised within a period of one (1) year after the date of such termination, or until the expiration of the option or termination of the option pursuant to Section 7.4 of the Plan, whichever first occurs, and (b) any portion of a restricted stock unit award granted pursuant to this Program which is not then vested shall terminate as of the date of such Eligible Director’s termination of service.

9. Plan Provisions; Award Agreement; Amendments; Administration

Each equity award granted under this Program shall otherwise be subject to the terms of the Plan (including, without limitation, the provisions of Section 7.1 of the Plan respecting adjustments to awards that are outstanding as of the date of an event contemplated therein and Section 7.4 of the Plan respecting early termination of outstanding awards). Each award granted hereunder shall be evidenced by a written award agreement in the form approved by the Board or the Compensation Committee of the Board for use in evidencing equity award grants made pursuant to this Program. The Board may from time to time amend this Program without stockholder approval; provided that no such amendment shall materially and adversely affect the rights of a Non-Employee Director as to an option granted under this Program before the adoption of such amendment. This Program does not limit the Board’s authority to make other, discretionary award grants to Non-Employee Directors pursuant to the Plan. The Plan Administrator’s power and authority to construe and interpret the Plan and awards thereunder pursuant to Section 3.2 of the Plan shall extend to this Program and awards granted hereunder. As provided in Section 3.3 of the Plan, any action taken by, or inaction of, the Administrator relating or pursuant to this Program and within its authority or under applicable law shall be within the absolute discretion of that entity or body and shall be conclusive and binding upon all persons.

5

EX-10.2

Exhibit 10.2

QLOGIC CORPORATION

1998 EMPLOYEE STOCK PURCHASE PLAN

(Amended and Restated Effective May 22, 2014)

This 1998 EMPLOYEE STOCK PURCHASE PLAN (the “Plan”) was established by QLOGIC CORPORATION, a Delaware corporation, on the 9^th day of April, 1998 and became effective on the “Effective Date.” The Plan is hereby amended and restated in its entirety as set forth herein, effective May 22, 2014, and except as otherwise provided by the Administrator, the terms and provisions of the Plan as set forth herein shall apply to each Offering Period that commences after such date. For the terms of any Offering Period that commenced prior to such date, please see the version of the Plan document in effect for that Offering Period.

ARTICLE 1

PURPOSE OF THE PLAN

1.1 Purpose. The Company has determined that it is in its best interest to provide incentives to attract and retain employees and to increase employee morale by providing a program through which employees of the Company, and of such of the Company’s Subsidiaries as the Company’s Board of Directors may from time to time designate (each a “Designated Subsidiary,” and collectively, “Designated Subsidiaries”) may acquire a proprietary interest in the Company through the purchase of shares of the common stock of the Company (“Company Stock”). The Plan is hereby established by the Company to permit employees to subscribe for and purchase directly from the Company shares of the Company Stock at a discount from the market price, and to pay the purchase price in installments by payroll deductions. The Plan is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). The provisions of the Plan are to be construed in a manner consistent with the requirements of Section 423 of the Code. The Plan is not intended to be an employee benefit plan under the Employee Retirement Income Security Act of 1974, and therefore is not required to comply with that Act.

ARTICLE 2

DEFINITIONS

2.1 Administrator. “Administrator” shall refer to the committee of the Board of Directors of the Company appointed to administer the Plan, and if no such committee has been appointed, the term Administrator shall mean the Board of Directors.

2.2 Company. “Company” means QLogic Corporation, a Delaware corporation.

2.3 Compensation. “Compensation” includes salary, annual bonus/incentive paid in cash, annual profit sharing, overtime, lead premium, commissions and shift differential, but expressly excludes other forms of compensation such as relocation, housing, car allowances, phone allowances, sign-on bonuses, referral bonuses and non-cash incentives.

2.4 Effective Date. “Effective Date” means November 2, 1998.

2.5 Employee. “Employee” means each person currently employed by the Company or any of its Designated Subsidiaries.

2.6 Grant Date. “Grant Date” means the first day of each Offering Period under the Plan.

2.7 Offering Period. “Offering Period” means the period of approximately twelve (12) consecutive months commencing on each Grant Date as provided in Article 4; provided, however, that the Administrator may declare, as it deems appropriate and in advance of the applicable Offering Period, a shorter (not to be less than three months) Offering Period or a longer (not to exceed 27 months) Offering Period.

2.8 5% Owner. “5% Owner” means an Employee who, immediately after the grant of any rights under the Plan, would own stock (within the meaning of Section 423(b)(3) of the Code) possessing 5% or more of the total combined voting power or value of all classes of stock of the Company, or of any Parent, or of any Subsidiary. For purposes of this Section, the ownership attribution rules of Section 424(d) of the Code shall apply, and stock which the Employee may purchase under outstanding options shall be treated as stock owned by the Employee.

2.9 Parent. “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company in which each corporation (other than the Company) owns shares possessing 50% or more of the total combined voting power of all classes of shares in one or more of the other corporations in the chain.

2.10 Participant. “Participant” means an Employee who has satisfied the eligibility requirements of Section 3.1 and has become a participant in the Plan in accordance with Section 3.2.

2.11 Purchase Date. “Purchase Date” means the last day of each Purchase Period.

2.12 Purchase Period. “Purchase Period” has the meaning given to such term in Article 4.

2.13 Subsidiary. “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations (beginning with the Company) in which each corporation (other than the last corporation) owns shares possessing 50% or more of the total combined voting power of all classes of shares in one or more of the other corporations in the chain.

ARTICLE 3

ELIGIBILITY AND PARTICIPATION

3.1 Eligibility. Each Employee of the Company, or any Designated Subsidiary, whose customary employment is for more than 20 hours per week and more than five months in a calendar year may become a Participant in the Plan on the Grant Date coincident with or next following the Employee’s satisfaction of the requirements of Section 3.2.

3.2 Participation. An Employee who has satisfied the eligibility requirements of Section 3.1 may become a Participant in the Plan upon his completion and delivery to the Administrator of the Company of a stock purchase agreement provided by the Company (the “Stock

2

Purchase Agreement”) authorizing payroll deductions. Payroll deductions for a Participant shall commence on the payroll pay date on or after the Grant Date coincident with or next following the filing of the Participant’s Stock Purchase Agreement and shall remain in effect until revoked by the Participant by the filing of a notice of withdrawal from the Plan under Article 8 or by the filing of a new Stock Purchase Agreement providing for a change in the Participant’s payroll deduction rate under Section 5.2.

3.3 Special Rules. Under no circumstances shall:

a. an option to purchase Company Stock under the Plan be granted to a Participant if the exercise of such option would cause the Participant to be a 5% Owner;

b. an option to purchase Company Stock under the Plan be granted to a Participant if such option would cause the Participant to have rights to purchase Company Stock under the Plan (and under any other employee stock purchase plan of the Company, any Parent or any Subsidiary which is qualified under Section 423 of the Code) which accrue at a rate which exceeds $25,000 of the fair market value of the Company Stock (determined at the time the right to purchase such Company Stock is granted, before giving effect to any discounted purchase price under any such plan) for each calendar year in which such right is outstanding at any time, as this rule is applied under Section 423 of the Code and the rules and regulations promulgated thereunder; or

c. the number of shares of Company Stock either purchasable by a Participant in any Offering Period exceed 10,000 shares or purchasable by a Participant in any calendar year exceed 3,500 shares, in each case subject to periodic adjustments under Section 10.4, unless the Administrator provides in advance of a particular Offering Period or calendar year that a different individual share limit shall apply as to that Offering Period or calendar year.

For purposes of the foregoing, a right to purchase Company Stock accrues when it first becomes exercisable during the calendar year. If any amount which exceeds the limits set forth in this Section 3.3 remains in the Participant’s Account after the exercise of the Participant’s option on the Purchase Date, such amount shall be refunded to the Participant as soon as administratively practicable after such date.

ARTICLE 4

OFFERING AND PURCHASE PERIODS

4.1 Offering Periods. Unless otherwise specified in advance by the Administrator, each Offering Period hereunder shall be of approximately twelve (12) months’ duration, and, subject to adjustment pursuant to Section 11.5, a new Offering Period shall commence on each September 1, December 1, March 1 and June 1 (starting with September 1, 2014) such that more than one Offering Period may be in effect at any one time; provided, however, that no Employee may be a Participant in, or hold an outstanding option with respect to, more than one Offering Period at any one time. In the event that any Purchase Date during an Offering Period coincides with the first day of a Purchase Period and the Fair Market Value (as defined below) of the Company Stock on such Purchase Date is lower than the Fair Market Value of the Company Stock on the Grant Date of that particular Offering Period, that Offering Period will terminate on such Purchase Date, and each Participant in such terminated Offering Period will be automatically enrolled in the new Offering Period that

3

commences on the Grant Date that occurs concurrently with such Purchase Date (in each case, immediately after giving effect to Section 7.1 for that Purchase Date). In the event that a Purchase Date during an Offering Period does not coincide with the first day of a Purchase Period and the Fair Market Value of the Company Stock on the first day of the Purchase Period immediately following such Purchase Date is lower than the Fair Market Value of the Company Stock on the Grant Date of that particular Offering Period, that Offering Period will be deemed to have terminated as of such Purchase Date (after giving effect to Section 7.1 for that Purchase Date) and each Participant in such terminated Offering Period will be automatically enrolled in the new Offering Period that commences on the Grant Date that immediately follows such Purchase Date. Each option shall become effective on the Grant Date of the Offering Period with respect to which the option is granted. The term of each option shall be the duration of the related Offering Period and shall end on the final Purchase Date of that Offering Period. Offering Periods shall continue until this Plan is terminated in accordance with Section 10.5 or 11.1, or, if earlier, until no shares of Company Stock remain available for options pursuant to Section 10.1.

4.2 Purchase Periods. Unless otherwise specified by the Administrator in advance of a particular Offering Period, each Offering Period will consist of four (4) Purchase Periods, and each Purchase Period will be of approximately three (3) months’ duration. Purchase Periods shall commence on each of September 1, December 1, March 1 and June 1 and shall end on the last day of the immediately following November, February, May and August, respectively and in each case subject to adjustment pursuant to Section 11.5.

ARTICLE 5

PAYROLL DEDUCTIONS

5.1 Participant Election. Upon completion of the Stock Purchase Agreement, each Participant shall designate the amount of payroll deductions to be made from his or her paycheck to purchase Company Stock under the Plan. The amount of payroll deductions shall be designated in whole percentages of Compensation, not to exceed a maximum of 10%, which maximum percentage may be increased or decreased from time to time in the discretion of the Administrator effective with the Purchase Period next commencing after the date of such increase or decrease, but in no event shall the maximum amount be increased to an amount in excess of 15% of Compensation. The amount so designated upon the Stock Purchase Agreement shall be effective for the next Purchase Period that commences after the Company’s receipt of such election (subject to any deadline established by the Administrator for making any such election for that Purchase Period) and, unless otherwise expressly provided by the Administrator, all subsequent Purchase Periods until the Participant is no longer eligible to participate in the Plan or terminates or alters such Stock Purchase Agreement in accordance with Section 5.2 below.

5.2 Changes in Election. Any Participant may change any election (increase or decrease the rate of payroll deductions) under this Section one time during any Purchase Period by completing and delivering to the Administrator a new Stock Purchase Agreement setting forth the desired change at least 15 days prior to the end of the Purchase Period. A Participant may terminate participation in the Plan at any time prior to the close of an Offering Period as provided in Article 8. A Participant may also terminate payroll deductions and have accumulated deductions for the then current Purchase Period applied to the purchase of Company Stock as of the Purchase Date for that Purchase Period by completing and delivering to the Administrator a new Stock Purchase Agreement setting forth the desired change. Any change under this Section shall become effective on the next payroll period (to the extent practical under the Company’s payroll practices) following the delivery of the new Stock Purchase Agreement.

4

5.3 Participant Accounts. The Company shall establish and maintain a separate account (“Account”) for each Participant. The amount of each Participant’s payroll deductions shall be credited to his Account. No interest will be paid or allowed on amounts credited to a Participant’s Account. All payroll deductions received by the Company under the Plan are general corporate assets of the Company and may be used by the Company for any corporate purpose. The Company is not obligated to segregate such payroll deductions.

ARTICLE 6

GRANT OF OPTION

6.1 Option to Purchase Shares. On each Grant Date, each Participant shall be granted an option to purchase at the price determined under Section 6.2 that number of whole shares of Company Stock that can be purchased or issued by the Company based upon that price with the amounts held in his Account, subject to the limits set forth in Section 3.3.

6.2 Purchase Price. The purchase price for any Purchase Period shall be the lesser of:

a. 85% of the Fair Market Value of Company Stock on the Grant Date for the Offering Period to which such Purchase Period relates; or

b. 85% of the Fair Market Value of Company Stock on the Purchase Date for such Purchase Period.

6.3 Fair Market Value. “Fair Market Value” shall mean the value of one share of Company Stock, determined as follows:

a. If the Company Stock is then listed or admitted to trading on a national securities exchange, the Fair Market Value shall be the closing sale price of the Company Stock on the date of valuation on the principal national securities exchange on which the Company Stock is then listed or admitted to trading (and pursuant to Section 11.5, such valuation date shall always fall on a business day), or, if there is no trading of the Company Stock on such business day, the Fair Market Value shall be the closing sale price of the Company Stock on such principal national securities exchange on the next preceding day on which there was trading in the Company Stock.

b. If the Company Stock is not listed or admitted to trading on a national securities exchange on the valuation date, the Fair Market Value shall be determined by the Administrator in good faith using any reasonable method of valuation, which determination shall be conclusive and binding on all interested parties.

5

ARTICLE 7

PURCHASE OF STOCK

7.1 Exercise of Option.

a. On each Purchase Date, the Participant will be deemed to exercise the option granted for the applicable Offering Period. Notwithstanding the above, a Participant may direct the Company not to purchase Company Stock on the Purchase Date in accordance with Section 8.1, in which case any amount in the Participant’s Account shall be refunded to the Participant as provided in Section 8.1.

b. Upon exercise of an option, the Plan shall purchase on behalf of each Participant the maximum number of whole shares of Company Stock subject to such Participant’s option at the option price determined under Section 6.2 above as can be purchased with the amounts held in each Participant’s Account. Any amounts remaining in a Participant’s Account as a result of the requirement that no fractional shares may be purchased shall be held in the Participant’s Account and carried forward to the next Purchase Period.

7.2 Delivery of Company Stock. The time of issuance and delivery of the shares may be postponed for such period as may be necessary to comply with the registration requirements under the Securities Act of 1933, as amended, the listing requirements of any securities exchange on which the Company Stock may then be listed, or the requirements under other laws or regulations applicable to the issuance or sale of such shares.

ARTICLE 8

WITHDRAWAL

8.1 In Service Withdrawals. At any time prior to the final Purchase Date of an Offering Period (subject to any deadline the Administrator may establish for the relevant Offering Period prior to the Grant Date for such Offering Period), any Participant may withdraw the amounts held in his Account by executing and delivering to the Administrator a written notice of withdrawal on the form provided by the Company. In such a case, the entire balance of the Participant’s Account shall be paid to the Participant, without interest, as soon as is practicable. Upon such notification, the Participant shall cease to participate in the Plan for the remainder of the Offering Period in which the notice is given. A reduction in contributions to zero during any Offering Period with an instruction to hold the funds in a Participant’s Account to purchase shares on the next Purchase Date following such reduction as contemplated by Section 5.2 shall not be deemed a withdrawal. Any Employee who has withdrawn under this Section shall be excluded from participation in the Plan for the remainder of the Offering Period in which the withdrawal occurred and the next succeeding Offering Period, but may then be reinstated as a Participant thereafter by executing and delivering a new Stock Purchase Agreement to the Administrator.

8.2 Termination of Employment.

a. In the event that a Participant’s employment with the Company terminates for any reason, the Participant shall cease to participate in the Plan on the date of termination. As soon as is practical following the date of termination, the entire balance of the Participant’s Account shall

6

be paid to the Participant or his beneficiary in cash, without interest. For purposes of the Plan, if a Designated Subsidiary ceases to be a Subsidiary of the Company, each person employed by that Designated Subsidiary will be deemed to have terminated employment for purposes of the Plan, unless the person continues as an employee of the Company or another Designated Subsidiary.

b. A Participant may file a written designation of a beneficiary who is to receive any shares of Company Stock purchased under the Plan or any cash from the Participant’s Account in the event of his or her death subsequent to a Purchase Date, but prior to delivery of such shares or cash. In addition, a Participant may file a written designation of a beneficiary who is to receive any cash from the Participant’s Account under the Plan in the event of his death prior to a Purchase Date under paragraph (a) above. If a Participant is married and the designated beneficiary is not solely his or her spouse, spousal consent shall be required for such designation to be effective unless it is established (to the satisfaction of the Administrator or its delegate) that there is no spouse or that the spouse cannot be located.

c. Any beneficiary designation under paragraph (b) above may be changed by the Participant at any time by written notice. In the event of the death of a Participant, the Administrator may rely upon the most recent beneficiary designation it has on file as being the appropriate beneficiary. In the event of the death of a Participant where no valid beneficiary designation exists or the beneficiary has predeceased the Participant, the Administrator shall deliver any cash or shares of Company Stock to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed to the knowledge of the Administrator, the Administrator, in its sole discretion, may deliver such shares of Company Stock or cash to the spouse or any one or more dependents or relatives of the Participant, or if no spouse, dependent or relative is known to the Administrator, then to such other person as the Administrator may designate.

ARTICLE 9

PLAN ADMINISTRATION

9.1 Plan Administration.

a. Authority to control and manage the operation and administration of the Plan shall be vested in the Board of Directors (the “Board”) for the Company, or a committee (“Committee”) thereof. Members of the Committee may be appointed from time to time by, and shall serve at the pleasure of, the Board. As used herein, the term “Administrator” shall mean the Board or, with respect to any matter as to which responsibility has been delegated to the Committee, the term Administrator shall mean the Committee. The initial Administrator of the Plan shall be the Compensation Committee of the Board of Directors. The Administrator shall have all powers necessary to supervise the administration of the Plan and control its operations.

b. In addition to any powers and authority conferred on the Administrator elsewhere in the Plan or by law, the Administrator shall have the following powers and authority:

(i) To designate agents to carry out responsibilities relating to the Plan;

(ii) To administer, interpret, construe and apply this Plan and to answer all questions which may arise or which may be raised under this Plan by a Participant, his or her beneficiary or any other person whatsoever;

7

(iii) To establish rules and procedures from time to time for the conduct of its business and for the administration and effectuation of its responsibilities under the Plan; and

(iv) To perform or cause to be performed such further acts as it may deem to be necessary, appropriate, or convenient for the operation of the Plan.

c. Any action taken in good faith by the Administrator in the exercise of authority conferred upon it by this Plan shall be conclusive and binding upon a Participant and his beneficiaries. All discretionary powers conferred upon the Administrator shall be absolute.

9.2 Limitation on Liability. No Employee of the Company nor member of the Board or Committee shall be subject to any liability with respect to his or her duties under the Plan unless the person acts fraudulently or in bad faith. To the extent permitted by law, the Company shall indemnify each member of the Board or Committee, and any other Employee of the Company with duties under the Plan who was or is a party, or is threatened to be made a party, to any threatened, pending or completed proceeding, whether civil, criminal, administrative, or investigative, by reason of the person’s conduct in the performance of his duties under the Plan.

9.3 Sub-Plans. The Administrator has discretion to adopt any rules regarding administration of the Plan to conform to local laws. Without limiting the generality of the foregoing, the Administrator is specifically authorized to adopt rules and procedures regarding handling of payroll deductions, payment of interest and handling of share certificates which vary according to local requirements. The Administrator has the authority to suspend or limit participation in the Plan by employees of any particular Subsidiary of the Company for any reason, including administrative or economic reasons. The Administrator may also adopt rules, procedures or sub-plans applicable to particular Subsidiaries or locations, which sub-plans may be designed to be outside the scope of Section 423 of the Code.

9.4 Reliance on Experts Delegation. In making any determination or in taking or not taking any action under the Plan, the Committee or the Board, as the case may be, may obtain and may rely upon the advice of experts, including professional advisors to the Company. No director, officer or agent of the Company or any Designated Subsidiary shall be liable for any such action or determination taken or made or omitted in good faith. The Administrator may delegate ministerial, non-discretionary functions to individuals who are officers or employees of the Company or a Designated Subsidiary.

ARTICLE 10

COMPANY STOCK

10.1 Limitations on Purchase of Shares. The maximum number of shares of Company Stock that shall be made available for sale under the Plan shall be 9,000,000 shares, subject to adjustment under Section 10.4 below. The shares of Company Stock to be sold to Participants under the Plan will be issued by the Company. If the total number of shares of Company Stock that would otherwise be issuable pursuant to rights granted pursuant to Section 6.1 of the Plan on any Purchase Date exceeds the number of shares then available under the Plan, the Administrator shall make a pro rata allocation of the shares remaining available in as uniform and equitable manner as is practicable, and the Plan and each Offering Period then in progress shall terminate on such date. In such event, the Administrator shall give written notice of such reduction of the number of shares to each Participant affected thereby and any unused payroll deductions shall be returned to such Participant.

8

10.2 Voting Company Stock. The Participant will have no interest or voting right in shares to be purchased under Section 6.1 of the Plan until such shares have been actually delivered to and held of record by the Participant.

10.3 Registration of Company Stock. Shares to be delivered to a Participant under the Plan will be registered in the name of the Participant unless designated otherwise by the Participant.

10.4 Changes in Capitalization of the Company. Subject to any required action by the stockholders of the Company, the number of shares of Company Stock covered by each right under the Plan which has not yet been exercised and the number of shares of Company Stock which have been authorized for issuance under the Plan but have not yet been placed under rights or which have been returned to the Plan upon the cancellation of a right, as well as the purchase price per share of Company Stock covered by each right under the Plan which has not yet been exercised, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Company Stock resulting from a stock split, stock dividend, spin-off, reorganization, recapitalization, merger, consolidation, exchange of shares or the like. Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Company Stock subject to any option granted hereunder.

10.5 Merger of Company. In the event that the Company at any time proposes to merge into, consolidate with or enter into any other reorganization pursuant to which the Company is not the surviving entity (including the sale of substantially all of its assets or a “reverse” merger in which the Company is the surviving entity), the Plan and each then outstanding option hereunder shall terminate, unless provision is made in writing in connection with such transaction for the continuance of the Plan and for the assumption of outstanding options theretofore granted, or the substitution for such outstanding options of new options covering the shares of a successor corporation, with appropriate adjustments as to number and kind of shares and prices, in which event the Plan and the outstanding options theretofore granted or the new options substituted therefor, shall continue in the manner and under the terms so provided. If such provision is not made in such transaction for the continuance of the Plan and the assumption of the outstanding options theretofore granted or the substitution for such outstanding options of new options covering the shares of a successor corporation, then the Administrator shall cause written notice of the proposed transaction to be given to the persons holding then-outstanding options not less than 10 days prior to the anticipated effective date of the proposed transaction, and, concurrent with the effective date of the proposed transaction, such outstanding options shall be exercised automatically in accordance with Section 7.1 as if such effective date were the Purchase Date of each Purchase Period then in progress, unless a Participant withdraws from the Plan as provided in Section 8.1, and each Offering Period then in effect shall thereupon terminate. The Administrator may provide in each case that the transactions contemplated by this Section 10.5 are contingent upon the consummation of the proposed merger, consolidation or other reorganization event and provide for the reinstatement of the Plan and outstanding options and the continuation of each Offering Period then in effect in the event that such consummation does not occur.

9

ARTICLE 11

MISCELLANEOUS MATTERS

11.1 Amendment and Termination. The Plan shall terminate on May 23, 2023. Since future conditions affecting the Company cannot be anticipated or foreseen, the Company reserves the right to amend, modify, or terminate the Plan at any time. Upon termination of the Plan, all benefits shall become payable immediately. Notwithstanding the foregoing, no such amendment or termination shall affect rights previously granted, nor may an amendment make any change in any right previously granted which adversely affects the rights of any Participant without the Participant’s consent. In addition, no amendment may be made without prior approval of the stockholders of the Company if such amendment would:

a. Increase the number of shares of Company Stock that may be issued under the Plan;

b. Materially modify the requirements as to eligibility for participation in the Plan; or

c. Materially increase the benefits which accrue to Participants under the Plan.

11.2 Benefits Not Alienable. Benefits under the Plan may not be assigned or alienated, whether voluntarily or involuntarily. Any attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds in accordance with Article 8.

11.3 No Enlargement of Employee Rights. This Plan is strictly a voluntary undertaking on the part of the Company and shall not be deemed to constitute a contract between the Company and any Employee or to be consideration for, or an inducement to, or a condition of, the employment of any Employee. Nothing contained in the Plan shall be deemed to give the right to any Employee to be retained in the employ of the Company or to interfere with the right of the Company to discharge any Employee at any time.

11.4 Governing Law. To the extent not preempted by Federal law, all legal questions pertaining to the Plan shall be determined in accordance with the laws of the State of California.

11.5 Non-business Days. When any act under the Plan is required to be performed on a day that falls on a Saturday, Sunday or U.S. federal holiday, that act shall be performed on the next succeeding day which is not a Saturday, Sunday or U.S. federal holiday. Similarly, no Offering Period or Purchase Period may begin or end on a Saturday, Sunday or U.S. federal holiday, and any such Offering Period or Purchase Period that projects to begin or end on a Saturday, Sunday or U.S. federal holiday shall instead begin or end, as applicable, on the next succeeding day which is not a Saturday, Sunday or U.S. federal holiday.

11.6 Compliance With Securities Laws. The Plan, the granting of options under the Plan and the offer, issuance and delivery of shares of Company Stock are subject to compliance with all applicable federal and state laws, rules and regulations (including but not limited to state and federal securities laws) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. The

10

person acquiring any securities under the Plan will, if requested by the Company and as a condition precedent to the exercise of his or her option, provide such assurances and representations to the Company as the Administrator may deem necessary or desirable to assure compliance with all applicable legal requirements.

11.7 Other Company Benefit and Compensation Programs. Payments and other benefits received by an Employee pursuant to the Plan shall not be deemed a part of the Employee’s compensation for purposes of the determination of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Company or any Subsidiary, except where the Administrator expressly otherwise provides or authorizes in writing.

11

EX-31.1

EXHIBIT 31.1

Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934,

as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Prasad L. Rampalli, certify that:

1. I have reviewed this quarterly report on Form 10-Q of QLogic 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 13a-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 (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. 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 functions):

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.

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

Date: July 31, 2014

EX-31.2

EXHIBIT 31.2

Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934,

as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Jean Hu, certify that:

1. I have reviewed this quarterly report on Form 10-Q of QLogic 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 13a-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 (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. 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 functions):

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.

By:	/s/ JEAN HU
	Jean Hu
	Chief Financial Officer

Date: July 31, 2014

EX-32

EXHIBIT 32

Certification pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934,

as amended, and 18 U.S.C. Section 1350, as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

Each of the undersigned, the Chief Executive Officer and Chief Financial Officer of QLogic Corporation (the “Company”), hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Quarterly Report on Form 10-Q of the Company for the quarter ended June 29, 2014 (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/ PRASAD L. RAMPALLI

Prasad L. Rampalli

Chief Executive Officer

/s/ JEAN HU

Jean Hu

Chief Financial Officer

Dated: July 31, 2014

The foregoing certification is being furnished to the Securities and Exchange Commission pursuant to 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and it is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, except to the extent that the Company specifically incorporates it by reference and regardless of any general incorporation language in such filing.

XML

Special Charges - Summary of Special Charges (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 29, 2014	Jun. 30, 2013
Restructuring And Related Activities [Abstract]
Exit costs	$ 1,033	$ 9,604
Asset impairments	1,011	2,429
Other charges	500
Special charges	$ 2,544	$ 12,033

XML

Business Acquisition - Summary of Purchase Price Allocation (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 29, 2014	Mar. 30, 2014
Business Acquisition [Line Items]
Goodwill	$ 193,294	$ 194,107
Broadcom 10/40/100Gb Ethernet Business [Member]
Business Acquisition [Line Items]
Inventories		2,880
Other current assets		307
Property and equipment		3,268
Goodwill		82,318
Purchased intangible asset		60,100
Accrued compensation		(987)
Other current liabilities		(129)
Total purchase price		$ 147,757

XML

Net Income (Loss) Per Share - Computation of Basic and Diluted Net Income (Loss) Per Share (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Jun. 29, 2014	Jun. 30, 2013
Earnings Per Share [Abstract]
Net income (loss)	$ 6,000	$ (3,050)
Shares:
Weighted-average shares outstanding - basic	87,395	89,146
Dilutive potential common shares, using treasury stock method	858
Weighted-average shares outstanding - diluted	88,253	89,146
Net income (loss) per share:
Basic	$ 0.07	$ (0.03)
Diluted	$ 0.07	$ (0.03)

XML

Marketable Securities

3 Months Ended

Jun. 29, 2014

Investments Debt And Equity Securities [Abstract]

Marketable Securities

Note 3. Marketable Securities

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

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(In thousands)
June 29, 2014
U.S. government and agency securities	$	47,919	$	36	$	(16	)	$	47,939
Corporate debt obligations		77,041		241		(31	)		77,251
Mortgage-backed securities		32,029		228		(98	)		32,159
Municipal bonds		23,402		164		(5	)		23,561
Other debt securities		8,619		8		(5	)		8,622
	$	189,010	$	677	$	(155	)	$	189,532
March 30, 2014
U.S. government and agency securities	$	49,237	$	16	$	(55	)	$	49,198
Corporate debt obligations		74,386		200		(72	)		74,514
Mortgage-backed securities		32,778		191		(187	)		32,782
Municipal bonds		24,989		133		(9	)		25,113
Other debt securities		5,178		3		(5	)		5,176
	$	186,568	$	543	$	(328	)	$	186,783

The amortized cost and estimated fair value of debt securities as of June 29, 2014, by contractual maturity, are presented below. Expected maturities will differ from contractual maturities because the issuers of securities may have the right to repay obligations without prepayment penalties. Certain debt instruments, although possessing a contractual maturity greater than one year, are classified as short-term marketable securities based on their ability to be traded on active markets and availability for current operations.

	Amortized Cost		Estimated Fair Value
	(In thousands)
Due in one year or less	$	15,480	$	15,509
Due after one year through three years		127,021		127,380
Due after three years through five years		24,378		24,360
Due after five years		22,131		22,283
	$	189,010	$	189,532

The following table presents the Company’s marketable securities with unrealized losses by investment category and length of time that individual securities have been in a continuous unrealized loss position as of June 29, 2014 and March 30, 2014.

	Less Than 12 Months					12 Months or Greater					Total
Description of Securities	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(In thousands)
June 29, 2014
U.S. government and agency securities	$	23,407	$	(14	)	$	679	$	(2	)	$	24,086	$	(16	)
Corporate debt obligations		17,725		(28	)		464		(3	)		18,189		(31	)
Mortgage-backed securities		2,990		(15	)		7,088		(83	)		10,078		(98	)
Municipal bonds		2,481		(5	)		—		—			2,481		(5	)
Other debt securities		4,102		(5	)		—		—			4,102		(5	)
	$	50,705	$	(67	)	$	8,231	$	(88	)	$	58,936	$	(155	)
March 30, 2014
U.S. government and agency securities	$	26,879	$	(55	)	$	—	$	—		$	26,879	$	(55	)
Corporate debt obligations		19,906		(72	)		—		—			19,906		(72	)
Mortgage-backed securities		11,261		(145	)		2,838		(42	)		14,099		(187	)
Municipal bonds		3,322		(9	)		—		—			3,322		(9	)
Other debt securities		2,955		(5	)		—		—			2,955		(5	)
	$	64,323	$	(286	)	$	2,838	$	(42	)	$	67,161	$	(328	)

As of June 29, 2014 and March 30, 2014, the fair value of certain of the Company’s available-for-sale securities was less than their cost basis. Management reviewed various factors in determining whether to recognize an impairment charge related to these unrealized losses, including the current financial and credit market environment, the financial condition and near-term prospects of the issuer of the security, the magnitude of the unrealized loss compared to the cost of the investment, the length of time the investment had been in a loss position and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery of market value. As of June 29, 2014 and March 30, 2014, the Company determined that the unrealized losses were temporary in nature and recorded them as a component of accumulated other comprehensive income.

XML

Fair Value of Financial Instruments - Schedule of Assets Measured at Fair Value on a Recurring Basis (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 29, 2014	Mar. 30, 2014
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	$ 189,532	$ 186,783
Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	60,882	91,258
Marketable securities	189,532	186,783
Total assets at fair value disclosure	250,414	278,041
Fair Value Measurements Using, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	60,882	91,258
Marketable securities	47,939	49,198
Total assets at fair value disclosure	108,821	140,456
Fair Value Measurements Using, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	0	0
Marketable securities	141,593	137,585
Total assets at fair value disclosure	141,593	137,585
U.S. Government and Agency Securities [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	47,939	49,198
U.S. Government and Agency Securities [Member] | Fair Value Measurements Using, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	47,939	49,198
U.S. Government and Agency Securities [Member] | Fair Value Measurements Using, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0
Corporate Debt Obligations [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	77,251	74,514
Corporate Debt Obligations [Member] | Fair Value Measurements Using, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0
Corporate Debt Obligations [Member] | Fair Value Measurements Using, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	77,251	74,514
Mortgage-Backed Securities [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	32,159	32,782
Mortgage-Backed Securities [Member] | Fair Value Measurements Using, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0
Mortgage-Backed Securities [Member] | Fair Value Measurements Using, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	32,159	32,782
Other Debt Securities [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	8,622	5,176
Other Debt Securities [Member] | Fair Value Measurements Using, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0
Other Debt Securities [Member] | Fair Value Measurements Using, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	8,622	5,176
Municipal Bonds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	23,561	25,113
Municipal Bonds [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	23,561	25,113
Municipal Bonds [Member] | Fair Value Measurements Using, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0
Municipal Bonds [Member] | Fair Value Measurements Using, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	$ 23,561	$ 25,113

XML

Marketable Securities - Schedule of Unrealized Losses by Investment Category (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 29, 2014	Mar. 30, 2014
Schedule of Available-for-sale Securities [Line Items]
Fair Value of Less Than 12 Months	$ 50,705	$ 64,323
Unrealized Losses of Less Than 12 Months	(67)	(286)
Fair Value of 12 Months or Greater	8,231	2,838
Unrealized Losses of 12 Months or Greater	(88)	(42)
Fair Value, Total	58,936	67,161
Unrealized Losses, Total	(155)	(328)
U.S. Government and Agency Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value of Less Than 12 Months	23,407	26,879
Unrealized Losses of Less Than 12 Months	(14)	(55)
Fair Value of 12 Months or Greater	679
Unrealized Losses of 12 Months or Greater	(2)
Fair Value, Total	24,086	26,879
Unrealized Losses, Total	(16)	(55)
Corporate Debt Obligations [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value of Less Than 12 Months	17,725	19,906
Unrealized Losses of Less Than 12 Months	(28)	(72)
Fair Value of 12 Months or Greater	464
Unrealized Losses of 12 Months or Greater	(3)
Fair Value, Total	18,189	19,906
Unrealized Losses, Total	(31)	(72)
Mortgage-Backed Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value of Less Than 12 Months	2,990	11,261
Unrealized Losses of Less Than 12 Months	(15)	(145)
Fair Value of 12 Months or Greater	7,088	2,838
Unrealized Losses of 12 Months or Greater	(83)	(42)
Fair Value, Total	10,078	14,099
Unrealized Losses, Total	(98)	(187)
Other Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value of Less Than 12 Months	4,102	2,955
Unrealized Losses of Less Than 12 Months	(5)	(5)
Fair Value, Total	4,102	2,955
Unrealized Losses, Total	(5)	(5)
Municipal Bonds [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value of Less Than 12 Months	2,481	3,322
Unrealized Losses of Less Than 12 Months	(5)	(9)
Fair Value, Total	2,481	3,322
Unrealized Losses, Total	$ (5)	$ (9)

XML

Inventories - Components of Inventories (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 29, 2014	Mar. 30, 2014
Inventory Disclosure [Abstract]
Raw materials	$ 2,636	$ 2,041
Finished goods	23,079	15,995
Total Inventory	$ 25,715	$ 18,036

XML

Stock-Based Compensation - Additional Information (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Jun. 29, 2014
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Restricted stock units granted, shares	1.7
Weighted average grant date fair value per share, restricted stock units granted	$ 10.43

XML

Business Acquisition

3 Months Ended

Jun. 29, 2014

Business Combinations [Abstract]

Business Acquisition

Note 2. Business Acquisition

Broadcom Corporation

In March 2014, the Company acquired certain 10/40/100Gb Ethernet controller-related assets from Broadcom Corporation (Broadcom) primarily relating to the NetXtreme^® II Ethernet controller family and licensed certain related intellectual property under non-exclusive licenses for total cash consideration of $147.8 million and the assumption of certain liabilities. The transfer of certain property and equipment in a foreign jurisdiction was subject to local compliance requirements and was completed in July 2014. The Company’s purchase price allocation will be adjusted for this transfer in the second quarter of fiscal 2015.

The Company preliminarily estimated the fair value of the assets acquired and liabilities assumed and allocated a portion of the total purchase consideration to tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values at the acquisition date. During the three months ended June 29, 2014, the Company completed the identification and valuation of certain property and equipment acquired and recorded an increase in property and equipment of $0.8 million with a corresponding decrease in goodwill. The excess of the total purchase consideration over the aggregate estimated fair values was recorded as goodwill. The goodwill associated with this acquisition is expected to be tax deductible. The following table summarizes the preliminary allocation of the purchase price to the fair value of the assets acquired and liabilities assumed:

	(In thousands)
Inventories	$	2,880
Other current assets		307
Property and equipment		3,268
Goodwill		82,318
Purchased intangible asset		60,100
Accrued compensation		(987	)
Other current liabilities		(129	)
	$	147,757

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

XML

Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 29, 2014	Jun. 30, 2013
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 5,540	$ 8,171
Cost of Revenues [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	355	584
Engineering and Development [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	2,971	4,351
Sales and Marketing [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	1,010	1,793
General and Administrative [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 1,204	$ 1,443

XML

Condensed Consolidated Balance Sheets (Unaudited) (USD $) In Thousands, unless otherwise specified	Jun. 29, 2014	Mar. 30, 2014
Current assets:
Cash and cash equivalents	$ 60,882	$ 91,258
Marketable securities	189,532	186,783
Accounts receivable, less allowance for doubtful accounts of $1,176 and $1,186 as of June 29, 2014 and March 30, 2014, respectively	84,103	65,213
Inventories	25,715	18,036
Deferred tax assets	14,681	15,080
Other current assets	19,870	16,590
Total current assets	394,783	392,960
Property and equipment, net	86,304	84,912
Goodwill	193,294	194,107
Purchased intangible assets, net	65,400	69,903
Deferred tax assets	29,091	32,827
Other assets	22,796	23,554
Total assets	791,668	798,263
Current liabilities:
Accounts payable	31,261	30,657
Accrued compensation	19,721	26,956
Accrued taxes	1,530	981
Deferred revenue	4,040	3,954
Other current liabilities	8,502	16,123
Total current liabilities	65,054	78,671
Accrued taxes	13,871	17,095
Other liabilities	9,315	9,071
Total liabilities	88,240	104,837
Stockholders' equity:
Preferred stock, $0.001 par value; 1,000,000 shares authorized; no shares issued and outstanding
Common stock, $0.001 par value; 500,000,000 shares authorized; 214,426,000 and 213,786,000 shares issued as of June 29, 2014 and March 30, 2014, respectively	214	214
Additional paid-in capital	961,690	958,008
Retained earnings	1,678,071	1,672,071
Accumulated other comprehensive income	755	435
Treasury stock, at cost: 126,616,000 shares as of June 29, 2014 and March 30, 2014	(1,937,302)	(1,937,302)
Total stockholders' equity	703,428	693,426
Total liabilities and stockholders' equity	$ 791,668	$ 798,263

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 29, 2014	Jun. 30, 2013
Cash flows from operating activities:
Net income (loss)	$ 6,000	$ (3,050)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	12,180	7,806
Stock-based compensation	5,540	8,171
Deferred income taxes	4,076	5,403
Asset impairments	1,011	2,429
Other non-cash items	581	345
Changes in operating assets and liabilities:
Accounts receivable	(18,880)	(3,169)
Inventories	(7,679)	3,052
Other assets	77	(210)
Accounts payable	416	(289)
Accrued compensation	(7,235)	(5,374)
Accrued taxes, net	(5,418)	(5,366)
Other liabilities	(7,291)	6,843
Net cash provided by (used in) operating activities	(16,622)	16,591
Cash flows from investing activities:
Purchases of available-for-sale securities	(51,759)	(89,318)
Proceeds from sales and maturities of available-for-sale securities	48,932	108,609
Purchases of property and equipment	(8,989)	(10,111)
Net cash provided by (used in) investing activities	(11,816)	9,180
Cash flows from financing activities:
Proceeds from issuance of common stock under stock-based awards	1,440	1,963
Minimum tax withholding paid on behalf of employees for restricted stock units	(3,298)	(4,280)
Purchases of treasury stock		(24,428)
Other financing activities	(80)	(6)
Net cash used in financing activities	(1,938)	(26,751)
Net decrease in cash and cash equivalents	(30,376)	(980)
Cash and cash equivalents at beginning of period	91,258	95,532
Cash and cash equivalents at end of period	$ 60,882	$ 94,552

XML

Special Charges - Activity and Liability Balances for Exit Costs (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 29, 2014	Jun. 30, 2013
Restructuring Cost and Reserve [Line Items]
Charged to costs and expenses	$ 1,033	$ 9,604
March 2014 Initiative [Member]
Restructuring Cost and Reserve [Line Items]
Beginning Balance	7,488
Charged to costs and expenses	676
Payments	(7,609)
Ending Balance	555
March 2014 Initiative [Member] | Workforce Reductions [Member]
Restructuring Cost and Reserve [Line Items]
Beginning Balance	3,177
Charged to costs and expenses	622
Payments	(3,384)
Ending Balance	415
March 2014 Initiative [Member] | Contract Cancellation and Other [Member]
Restructuring Cost and Reserve [Line Items]
Beginning Balance	4,311
Charged to costs and expenses	54
Payments	(4,225)
Ending Balance	140
June 2013 Initiative [Member]
Restructuring Cost and Reserve [Line Items]
Beginning Balance	8,149
Charged to costs and expenses	357
Payments	(1,255)
Ending Balance	7,251
June 2013 Initiative [Member] | Workforce Reductions [Member]
Restructuring Cost and Reserve [Line Items]
Beginning Balance	3,528
Charged to costs and expenses	357
Payments	(949)
Ending Balance	2,936
June 2013 Initiative [Member] | Facilities and Other [Member]
Restructuring Cost and Reserve [Line Items]
Beginning Balance	4,621
Charged to costs and expenses
Payments	(306)
Ending Balance	$ 4,315

XML

Special Charges (Tables)

3 Months Ended

Jun. 29, 2014

Summary of Special Charges

A summary of the special charges recorded during the three months ended June 29, 2014 and June 30, 2013, respectively, is as follows:

	Three Months Ended
	June 29, 2014		June 30, 2013
	(In thousands)
Exit costs	$	1,033	$	9,604
Asset impairments		1,011		2,429
Other charges		500		—
	$	2,544	$	12,033

March 2014 Initiative [Member]

Activity and Liability Balances for Exit Costs

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

	Workforce Reduction			Contract Cancellation and Other			Total
	(In thousands)
Balance as of March 30, 2014	$	3,177		$	4,311		$	7,488
Charged to costs and expenses		622			54			676
Payments		(3,384	)		(4,225	)		(7,609	)
Balance as of June 29, 2014	$	415		$	140		$	555

June 2013 Initiative [Member]

Activity and Liability Balances for Exit Costs

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

	Workforce Reduction			Facilities and Other			Total
	(In thousands)
Balance as of March 30, 2014	$	3,528		$	4,621		$	8,149
Charged to costs and expenses		357			—			357
Payments		(949	)		(306	)		(1,255	)
Balance as of June 29, 2014	$	2,936		$	4,315		$	7,251

XML

Income Taxes - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 29, 2014	Jun. 30, 2013
Income Taxes [Line Items]
Provision (benefit) for income taxes	$ (462)	$ 748
Internal Revenue Service [Member]
Income Taxes [Line Items]
Income tax examination, years under examination	2010, 2011 and 2012

XML

Business Acquisition - Additional Information (Detail) (Broadcom 10/40/100Gb Ethernet Business [Member], USD $) In Millions, unless otherwise specified	1 Months Ended	3 Months Ended
	Mar. 30, 2014	Jun. 29, 2014
Business Acquisition [Line Items]
Business acquisition, cash consideration	$ 147.8
Business combination adjustment to property and equipment		0.8
Business combination adjustment to goodwill		$ (0.8)
Developed Technology [Member]
Business Acquisition [Line Items]
Estimated useful life of purchased intangible assets	5 years

XML

Basis of Presentation

3 Months Ended

Jun. 29, 2014

Accounting Policies [Abstract]

Basis of Presentation

Note 1. Basis of Presentation

In the opinion of management of QLogic Corporation (QLogic or the Company), the accompanying unaudited condensed consolidated financial statements contain all normal recurring accruals and adjustments necessary to present fairly the Company’s consolidated financial position, results of operations and cash flows. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 30, 2014. The results of operations for the three months ended June 29, 2014 are not necessarily indicative of the results that may be expected for the entire fiscal year. The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the Company’s consolidated financial statements and accompanying notes. The Company evaluates its estimates on an ongoing basis using historical experience and other factors, including the current economic environment. Among the significant estimates affecting the consolidated financial statements are those related to revenue recognition, stock-based compensation, income taxes, marketable securities, inventories, goodwill and long-lived assets. The actual results experienced by the Company could differ materially from management’s estimates.

Recently Adopted Accounting Standards

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

XML

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 29, 2014	Mar. 30, 2014
Statement Of Financial Position [Abstract]
Allowance for doubtful accounts	$ 1,176	$ 1,186
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	214,426,000	213,786,000
Treasury stock, shares	126,616,000	126,616,000

XML

Business Acquisition (Tables)

3 Months Ended

Jun. 29, 2014

Business Combinations [Abstract]

Summary of Purchase Price Allocation

The following table summarizes the preliminary allocation of the purchase price to the fair value of the assets acquired and liabilities assumed:

	(In thousands)
Inventories	$	2,880
Other current assets		307
Property and equipment		3,268
Goodwill		82,318
Purchased intangible asset		60,100
Accrued compensation		(987	)
Other current liabilities		(129	)
	$	147,757

XML

Document and Entity Information	3 Months Ended
	Jun. 29, 2014	Jul. 25, 2014
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 29, 2014
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1
Trading Symbol	QLGC
Entity Registrant Name	QLOGIC CORP
Entity Central Index Key	0000918386
Current Fiscal Year End Date	--03-29
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		87,820,000

XML

Marketable Securities (Tables)

3 Months Ended

Jun. 29, 2014

Investments Debt And Equity Securities [Abstract]

Schedule of Available-for-Sale Securities

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

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(In thousands)
June 29, 2014
U.S. government and agency securities	$	47,919	$	36	$	(16	)	$	47,939
Corporate debt obligations		77,041		241		(31	)		77,251
Mortgage-backed securities		32,029		228		(98	)		32,159
Municipal bonds		23,402		164		(5	)		23,561
Other debt securities		8,619		8		(5	)		8,622
	$	189,010	$	677	$	(155	)	$	189,532
March 30, 2014
U.S. government and agency securities	$	49,237	$	16	$	(55	)	$	49,198
Corporate debt obligations		74,386		200		(72	)		74,514
Mortgage-backed securities		32,778		191		(187	)		32,782
Municipal bonds		24,989		133		(9	)		25,113
Other debt securities		5,178		3		(5	)		5,176
	$	186,568	$	543	$	(328	)	$	186,783

Schedule of Amortized Cost and Estimated Fair Value of Debt Securities

The amortized cost and estimated fair value of debt securities as of June 29, 2014, by contractual maturity, are presented below. Expected maturities will differ from contractual maturities because the issuers of securities may have the right to repay obligations without prepayment penalties. Certain debt instruments, although possessing a contractual maturity greater than one year, are classified as short-term marketable securities based on their ability to be traded on active markets and availability for current operations.

	Amortized Cost		Estimated Fair Value
	(In thousands)
Due in one year or less	$	15,480	$	15,509
Due after one year through three years		127,021		127,380
Due after three years through five years		24,378		24,360
Due after five years		22,131		22,283
	$	189,010	$	189,532

Schedule of Unrealized Losses by Investment Category

The following table presents the Company’s marketable securities with unrealized losses by investment category and length of time that individual securities have been in a continuous unrealized loss position as of June 29, 2014 and March 30, 2014.

	Less Than 12 Months					12 Months or Greater					Total
Description of Securities	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(In thousands)
June 29, 2014
U.S. government and agency securities	$	23,407	$	(14	)	$	679	$	(2	)	$	24,086	$	(16	)
Corporate debt obligations		17,725		(28	)		464		(3	)		18,189		(31	)
Mortgage-backed securities		2,990		(15	)		7,088		(83	)		10,078		(98	)
Municipal bonds		2,481		(5	)		—		—			2,481		(5	)
Other debt securities		4,102		(5	)		—		—			4,102		(5	)
	$	50,705	$	(67	)	$	8,231	$	(88	)	$	58,936	$	(155	)
March 30, 2014
U.S. government and agency securities	$	26,879	$	(55	)	$	—	$	—		$	26,879	$	(55	)
Corporate debt obligations		19,906		(72	)		—		—			19,906		(72	)
Mortgage-backed securities		11,261		(145	)		2,838		(42	)		14,099		(187	)
Municipal bonds		3,322		(9	)		—		—			3,322		(9	)
Other debt securities		2,955		(5	)		—		—			2,955		(5	)
	$	64,323	$	(286	)	$	2,838	$	(42	)	$	67,161	$	(328	)

XML

Condensed Consolidated Statements of Operations (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Jun. 29, 2014	Jun. 30, 2013
Income Statement [Abstract]
Net revenues	$ 119,449	$ 113,116
Cost of revenues	48,754	36,619
Gross profit	70,695	76,497
Operating expenses:
Engineering and development	37,821	40,387
Sales and marketing	16,034	19,413
General and administrative	8,900	7,739
Special charges	2,544	12,033
Total operating expenses	65,299	79,572
Operating income (loss)	5,396	(3,075)
Interest and other income, net	142	773
Income (loss) before income taxes	5,538	(2,302)
Income tax expense (benefit)	(462)	748
Net income (loss)	$ 6,000	$ (3,050)
Net income (loss) per share:
Basic	$ 0.07	$ (0.03)
Diluted	$ 0.07	$ (0.03)
Number of shares used in per share calculations:
Basic	87,395	89,146
Diluted	88,253	89,146

XML

Stock-Based Compensation

3 Months Ended

Jun. 29, 2014

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-Based Compensation

Note 6. Stock-Based Compensation

During the three months ended June 29, 2014, the Company granted 1.7 million restricted stock units with a weighted average grant date fair value of $10.43 per share.

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

	Three Months Ended
	June 29, 2014		June 30, 2013
	(In thousands)
Cost of revenues	$	355	$	584
Engineering and development		2,971		4,351
Sales and marketing		1,010		1,793
General and administrative		1,204		1,443
	$	5,540	$	8,171

XML

Inventories

3 Months Ended

Jun. 29, 2014

Inventory Disclosure [Abstract]

Inventories

Note 5. Inventories

Components of inventories are as follows:

	June 29, 2014		March 30, 2014
	(In thousands)
Raw materials	$	2,636	$	2,041
Finished goods		23,079		15,995
	$	25,715	$	18,036

XML

Net Income (Loss) Per Share (Tables)

3 Months Ended

Jun. 29, 2014

Earnings Per Share [Abstract]

Computation of Basic and Diluted Net Income (Loss) Per Share

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

	Three Months Ended
	June 29, 2014		June 30, 2013
	(In thousands, except per share amounts)
Net income (loss)	$	6,000	$	(3,050	)
Shares:
Weighted-average shares outstanding — basic		87,395		89,146
Dilutive potential common shares, using treasury stock method		858		—
Weighted-average shares outstanding — diluted		88,253		89,146
Net income (loss) per share:
Basic	$	0.07	$	(0.03	)
Diluted	$	0.07	$	(0.03	)

XML

Fair Value of Financial Instruments (Tables)

3 Months Ended

Jun. 29, 2014

Fair Value Disclosures [Abstract]

Schedule of Assets Measured at Fair Value on a Recurring Basis

A summary of the assets measured at fair value on a recurring basis as of June 29, 2014 and March 30, 2014 are as follows:

	Fair Value Measurements Using
	Level 1		Level 2		Total
	(In thousands)
June 29, 2014
Cash and cash equivalents	$	60,882	$	—	$	60,882
Marketable securities:
U.S. government and agency securities		47,939		—		47,939
Corporate debt obligations		—		77,251		77,251
Mortgage-backed securities		—		32,159		32,159
Municipal bonds		—		23,561		23,561
Other debt securities		—		8,622		8,622
		47,939		141,593		189,532
	$	108,821	$	141,593	$	250,414
March 30, 2014
Cash and cash equivalents	$	91,258	$	—	$	91,258
Marketable securities:
U.S. government and agency securities		49,198		—		49,198
Corporate debt obligations		—		74,514		74,514
Mortgage-backed securities		—		32,782		32,782
Municipal bonds		—		25,113		25,113
Other debt securities		—		5,176		5,176
		49,198		137,585		186,783
	$	140,456	$	137,585	$	278,041

XML

Net Income (Loss) Per Share

3 Months Ended

Jun. 29, 2014

Earnings Per Share [Abstract]

Net Income (Loss) Per Share

Note 9. Net Income (Loss) Per Share

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

	Three Months Ended
	June 29, 2014		June 30, 2013
	(In thousands, except per share amounts)
Net income (loss)	$	6,000	$	(3,050	)
Shares:
Weighted-average shares outstanding — basic		87,395		89,146
Dilutive potential common shares, using treasury stock method		858		—
Weighted-average shares outstanding — diluted		88,253		89,146
Net income (loss) per share:
Basic	$	0.07	$	(0.03	)
Diluted	$	0.07	$	(0.03	)

Stock-based awards, including stock options and restricted stock units, representing 12.1 million and 18.5 million shares of common stock have been excluded from the diluted per share calculations for the three months ended June 29, 2014 and June 30, 2013, respectively. These stock-based awards have been excluded from the diluted per share calculations because their effect would have been antidilutive.

XML

Special Charges

3 Months Ended

Jun. 29, 2014

Restructuring And Related Activities [Abstract]

Special Charges

Note 7. Special Charges

A summary of the special charges recorded during the three months ended June 29, 2014 and June 30, 2013, respectively, is as follows:

	Three Months Ended
	June 29, 2014		June 30, 2013
	(In thousands)
Exit costs	$	1,033	$	9,604
Asset impairments		1,011		2,429
Other charges		500		—
	$	2,544	$	12,033

March 2014 Initiative

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

During the three months ended June 29, 2014, the Company recorded special charges of $1.7 million in connection with the March 2014 Initiative, consisting of $0.7 million of exit costs and $1.0 million of asset impairment charges related to abandoned property and equipment. The exit costs include severance and related costs associated with involuntarily terminated employees.

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

	Workforce Reduction			Contract Cancellation and Other			Total
	(In thousands)
Balance as of March 30, 2014	$	3,177		$	4,311		$	7,488
Charged to costs and expenses		622			54			676
Payments		(3,384	)		(4,225	)		(7,609	)
Balance as of June 29, 2014	$	415		$	140		$	555

June 2013 Initiative

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

During the three months ended June 29, 2014, the Company recorded special charges of $0.4 million in connection with the June 2013 Initiative, consisting of exit costs associated with severance and related costs for involuntarily terminated employees. Certain employees that were notified of their termination are required to provide future services for varying periods. Severance costs related to these services are recognized ratably over the estimated requisite service period. The Company expects to incur between $1 million and $2 million of additional severance costs in connection with these employees over the requisite service period.

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

	Workforce Reduction			Facilities and Other			Total
	(In thousands)
Balance as of March 30, 2014	$	3,528		$	4,621		$	8,149
Charged to costs and expenses		357			—			357
Payments		(949	)		(306	)		(1,255	)
Balance as of June 29, 2014	$	2,936		$	4,315		$	7,251

The total unpaid exit costs related to both initiatives are expected to be paid over the terms of the related agreements through fiscal 2018. As of June 29, 2014, unpaid exit costs totaling $2.5 million and $5.3 million are included in other current liabilities and other liabilities, respectively.

XML

Income Taxes

3 Months Ended

Jun. 29, 2014

Income Tax Disclosure [Abstract]

Income Taxes

Note 8. Income Taxes

The Company’s provision (benefit) for income taxes was $(0.5) million and $0.7 million for the three months ended June 29, 2014 and June 30, 2013, respectively. The income tax benefit for the three months ended June 29, 2014 was primarily due to adjustments to previously recognized uncertain tax position liabilities as a result of additional information received during the quarter related to these tax positions and certain other discrete items. Income tax expense was also impacted by the effect of a discrete tax-related item associated with the difference between stock-based compensation expense and the deduction related to stock-based awards on income tax returns. The Company’s provision for income taxes is based on the estimated income for the year, the composition of the estimated income in different tax jurisdictions, and the tax effect, if any, in the applicable quarterly periods of newly enacted tax legislation, resolution of tax audits, changes in uncertain tax positions, and other discrete tax-related items. The allocation of taxable income to domestic and foreign tax jurisdictions impacts the effective tax rate, as the Company’s income tax rate in foreign jurisdictions is generally lower than its income tax rate in the United States.

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

XML

Basis of Presentation (Policies)

3 Months Ended

Jun. 29, 2014

Accounting Policies [Abstract]

Recently Adopted Accounting Standards

Recently Adopted Accounting Standards

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

XML

Special Charges - Additional Information (Detail) (USD $)	3 Months Ended
	Jun. 29, 2014	Jun. 30, 2013
Restructuring Cost and Reserve [Line Items]
Special charges	$ 2,544,000	$ 12,033,000
Exit costs	1,033,000	9,604,000
Asset impairment charges	1,011,000	2,429,000
Unpaid exit costs included in current liabilities	2,500,000
Unpaid exit costs included in other liabilities	5,300,000
March 2014 Initiative [Member]
Restructuring Cost and Reserve [Line Items]
Special charges	1,700,000
Exit costs	676,000
Asset impairment charges	1,011,000
June 2013 Initiative [Member]
Restructuring Cost and Reserve [Line Items]
Special charges	400,000
Exit costs	357,000
June 2013 Initiative [Member] | Minimum [Member]
Restructuring Cost and Reserve [Line Items]
Additional severance costs	1,000,000
June 2013 Initiative [Member] | Maximum [Member]
Restructuring Cost and Reserve [Line Items]
Additional severance costs	$ 2,000,000

XML

Stock-Based Compensation (Tables)

3 Months Ended

Jun. 29, 2014

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Summary of Stock-Based Compensation Expense

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

	Three Months Ended
	June 29, 2014		June 30, 2013
	(In thousands)
Cost of revenues	$	355	$	584
Engineering and development		2,971		4,351
Sales and marketing		1,010		1,793
General and administrative		1,204		1,443
	$	5,540	$	8,171

XML

Marketable Securities - Schedule of Available-for-Sale Securities (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 29, 2014	Mar. 30, 2014
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities, Amortized Cost	$ 189,010	$ 186,568
Available-for-sale securities, Gross Unrealized Gains	677	543
Available-for-sale securities, Gross Unrealized Losses	(155)	(328)
Available-for-sale securities, Estimated Fair Value	189,532	186,783
U.S. Government and Agency Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities, Amortized Cost	47,919	49,237
Available-for-sale securities, Gross Unrealized Gains	36	16
Available-for-sale securities, Gross Unrealized Losses	(16)	(55)
Available-for-sale securities, Estimated Fair Value	47,939	49,198
Corporate Debt Obligations [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities, Amortized Cost	77,041	74,386
Available-for-sale securities, Gross Unrealized Gains	241	200
Available-for-sale securities, Gross Unrealized Losses	(31)	(72)
Available-for-sale securities, Estimated Fair Value	77,251	74,514
Mortgage-Backed Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities, Amortized Cost	32,029	32,778
Available-for-sale securities, Gross Unrealized Gains	228	191
Available-for-sale securities, Gross Unrealized Losses	(98)	(187)
Available-for-sale securities, Estimated Fair Value	32,159	32,782
Other Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities, Amortized Cost	8,619	5,178
Available-for-sale securities, Gross Unrealized Gains	8	3
Available-for-sale securities, Gross Unrealized Losses	(5)	(5)
Available-for-sale securities, Estimated Fair Value	8,622	5,176
Municipal Bonds [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities, Amortized Cost	23,402	24,989
Available-for-sale securities, Gross Unrealized Gains	164	133
Available-for-sale securities, Gross Unrealized Losses	(5)	(9)
Available-for-sale securities, Estimated Fair Value	$ 23,561	$ 25,113

XML

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 29, 2014	Jun. 30, 2013
Statement Of Income And Comprehensive Income [Abstract]
Net income (loss)	$ 6,000	$ (3,050)
Changes in fair value of marketable securities:
Changes in unrealized gains	199	(1,921)
Net realized losses (gains) reclassified into earnings	63	(394)
Total changes in fair value of marketable securities	262	(2,315)
Foreign currency translation adjustments	58	(294)
Total other comprehensive income (loss)	320	(2,609)
Comprehensive income (loss)	$ 6,320	$ (5,659)

XML

Fair Value of Financial Instruments

3 Months Ended

Jun. 29, 2014

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Note 4. Fair Value of Financial Instruments

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

A summary of the assets measured at fair value on a recurring basis as of June 29, 2014 and March 30, 2014 are as follows:

	Fair Value Measurements Using
	Level 1		Level 2		Total
	(In thousands)
June 29, 2014
Cash and cash equivalents	$	60,882	$	—	$	60,882
Marketable securities:
U.S. government and agency securities		47,939		—		47,939
Corporate debt obligations		—		77,251		77,251
Mortgage-backed securities		—		32,159		32,159
Municipal bonds		—		23,561		23,561
Other debt securities		—		8,622		8,622
		47,939		141,593		189,532
	$	108,821	$	141,593	$	250,414
March 30, 2014
Cash and cash equivalents	$	91,258	$	—	$	91,258
Marketable securities:
U.S. government and agency securities		49,198		—		49,198
Corporate debt obligations		—		74,514		74,514
Mortgage-backed securities		—		32,782		32,782
Municipal bonds		—		25,113		25,113
Other debt securities		—		5,176		5,176
		49,198		137,585		186,783
	$	140,456	$	137,585	$	278,041

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

XML

Marketable Securities - Schedule of Amortized Cost and Estimated Fair Value of Debt Securities (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 29, 2014	Mar. 30, 2014
Available For Sale Securities Debt Maturities Fair Value [Abstract]
Due in one year or less, Amortized Cost	$ 15,480
Due after one year through three years, Amortized Cost	127,021
Due after three years through five years, Amortized Cost	24,378
Due after five years, Amortized Cost	22,131
Total amortized cost of debt securities	189,010	186,568
Due in one year or less, Estimated Fair Value	15,509
Due after one year through three years, Estimated Fair Value	127,380
Due after three years through five years, Estimated Fair Value	24,360
Due after five years, Estimated Fair Value	22,283
Available-for-sale securities, Estimated Fair Value	$ 189,532	$ 186,783

XML

Net Income (Loss) Per Share - Additional Information (Detail) In Millions, unless otherwise specified	3 Months Ended
	Jun. 29, 2014	Jun. 30, 2013
Earnings Per Share [Abstract]
Stock-based awards excluded from the diluted per share calculations	12.1	18.5

XML

Inventories (Tables)

3 Months Ended

Jun. 29, 2014

Inventory Disclosure [Abstract]

Components of Inventories

Components of inventories are as follows:

	June 29, 2014		March 30, 2014
	(In thousands)
Raw materials	$	2,636	$	2,041
Finished goods		23,079		15,995
	$	25,715	$	18,036