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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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(Mark One)

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



For the quarterly period ended April 30, 2005



OR



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



For the transition period from
 to



Commission File Number 000-31257



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McDATA CORPORATION

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 84-1421844                          
|(State or other jurisdiction of incorporation of organization) |  | (I.R.S. Employer Identification No.)



380 Interlocken
Crescent, Broomfield, Colorado 80021

(Address of principal executive offices)(zip code)



(720) 558-8000

(Registrants telephone number, including area code)



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(Former name, former address and former fiscal year, if changed since last report)



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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 x No ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ̈



At June 3,
2005, 81,000,000 shares of the registrants Class A Common Stock were outstanding and 38,369,092 shares of the registrants Class B Common Stock were outstanding.



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McDATA CORPORATION



FORM 10-Q

QUARTER ENDED APRIL 30, 2005

TABLE OF CONTENTS



|                               |  |                                                                                       |  |   
|------------------------------ |  | ------------------------------------------------------------------------------------- |  | --
|Item                           |  |                                                                                       |  |   
|PART I  FINANCIAL INFORMATION |  | 4                                                                                    
|                               |  |                                                                                      
|1.                             |  | Financial Statements                                                                  |  |   
|                               |  |                                                                                      
|                               |  | Condensed Consolidated Balance Sheets                                                 |  | 4 
|                               |  |                                                                                      
|                               |  | Condensed Consolidated Statements of Operations                                       |  | 5 
|                               |  |                                                                                      
|                               |  | Condensed Consolidated Statements of Cash Flows                                       |  | 6 
|                               |  |                                                                                      
|                               |  | Notes to Condensed Consolidated Financial Statements                                  |  | 7 
|                               |  |                                                                                      
|2.                             |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 13
|                               |  |                                                                                      
|3.                             |  | Quantitative and Qualitative Disclosures About Market Risks                           |  | 31
|                               |  |                                                                                      
|4.                             |  | Controls and Procedures                                                               |  | 32
|                               | 
|PART II  OTHER INFORMATION    |  |                                                                                      
|                               |  |                                                                                      
|1.                             |  | Legal Proceedings                                                                     |  | 32
|                               |  |                                                                                      
|4.                             |  | Submission of Matters to a Vote of Security Holders                                   |  | 32
|                               |  |                                                                                      
|6.                             |  | Exhibits                                                                              |  | 33



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Special Note Regarding Forward-Looking Statements



Some of the information presented in this Quarterly Report on Form 10-Q contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 (the Reform Act). Although McDATA Corporation (McDATA or the Company, which may also be referred to as we, us or
our) believes that its expectations are based on reasonable assumptions within the bounds of its knowledge of its businesses and operations; there can be no assurance that actual results will not differ materially from our expectations.
Factors that could cause actual results to differ materially from expectations include:



| |  |  | changes in our relationship with EMC Corporation, or EMC, International Business Machines Corporation, or IBM, Hitachi Data Systems, or HDS, and our other distribution partners and
the level of their orders;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to successfully increase sales of McDATAs directors, switches, embedded software and management software;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | competition in the multi-protocol (Fibre Channel and IP) network market, including competitive pricing pressures and product give-aways, by our competitors such as Brocade
Communication Systems, Inc., or Brocade, QLogic Corp., or QLogic, Cisco Systems, Inc., or Cisco, Emulex Corporation and other IP and multi-protocol switch and software suppliers;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to expand our product offerings including our ability to successfully qualify and ramp sales of new products (including higher port density, multi-protocol and
intelligent network products);
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to partner with other companies and jointly sell products, including but not limited to management software with Network Appliance, and software for blades servers with
QLogic;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | unexpected engineering costs or delays, additional manufacturing and component costs or production delays that we may experience in connection with new product development;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a loss of any of our key customers (and our OEMs key customers), distributors, resellers, suppliers or our contract manufacturers;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  |  | any change in business conditions, our business and sales strategy or product development plans, and our ability to attract and retain highly skilled individuals;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | any industry or technology changes that cause obsolescence of our products or components of those products;
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | one-time events and other important risks and factors disclosed previously and from time to time in our filings with the U.S. Securities and Exchange Commission, or SEC, including
the risk factors discussed in this Quarterly Report; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the impact of any acquisitions by us of businesses, products, or technologies, including difficulties in integrating any acquisitions, including the merger with CNT announced on
January 18, 2005 which was approved and went effective June 1, 2005.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



You should not construe these cautionary statements as an exhaustive list or as any admission by us regarding the adequacy of the disclosures made by us. We cannot always predict or determine after the fact what
factors would cause actual results to differ materially from those indicated by our forward-looking statements or other statements. In addition, you are urged to consider statements that include the terms believes, belief,
expects, plans, objectives, anticipates, intends, or the like to be uncertain and forward-looking. All cautionary statements should be read as being applicable to all forward-looking
statements wherever they appear. We do not undertake any obligation to publicly update or revise any forward-looking statements.



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PART I  FINANCIAL INFORMATION



McDATA CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)



|                                                                                                                                                                                    |  |               |         |   |                 |   |         |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | --------------- | - | ------- | -
|                                                                                                                                                                                    |  | April 30,2005 |         |   | January 31,2005 |  
|                                                                                                                                                                                    |  | (unaudited)   |         |   |                 |  
|Assets                                                                                                                                                                              |  |               |         |   |                 |   |         |  
|Current assets:                                                                                                                                                                     |  |               |         |   |                 |   |         |  
|Cash and cash equivalents                                                                                                                                                           |  | $             | 73,629  |   |                 | $ | 64,507  |  
|Securities lending collateral                                                                                                                                                       |  |               | 116,112 |   |                 |   | 130,804 |  
|Short-term investments                                                                                                                                                              |  |               | 163,041 |   |                 |   | 145,259 |  
|Accounts receivable, net of allowance for bad debts of $361 and $306, respectively                                                                                                  |  |               | 56,488  |   |                 |   | 63,810  |  
|Inventories, net                                                                                                                                                                    |  |               | 15,742  |   |                 |   | 13,720  |  
|Prepaid expenses and other current assets                                                                                                                                           |  |               | 7,621   |   |                 |   | 7,280   |  
|                                                                                                                                                                                    |  |               |         |   |                 |   |         |  
|Total current assets                                                                                                                                                                |  |               | 432,633 |   |                 |   | 425,380 |  
|Property and equipment, net                                                                                                                                                         |  |               | 92,155  |   |                 |   | 94,929  |  
|Long-term investments                                                                                                                                                               |  |               | 73,930  |   |                 |   | 95,589  |  
|Restricted cash                                                                                                                                                                     |  |               | 5,004   |   |                 |   | 5,047   |  
|Intangible assets, net                                                                                                                                                              |  |               | 82,022  |   |                 |   | 87,592  |  
|Goodwill                                                                                                                                                                            |  |               | 78,693  |   |                 |   | 78,693  |  
|Other assets, net                                                                                                                                                                   |  |               | 35,540  |   |                 |   | 31,005  |  
|                                                                                                                                                                                    |  |               |         |   |                 |   |         |  
|Total assets                                                                                                                                                                        |  | $             | 799,977 |   |                 | $ | 818,235 |  
|                                                                                                                                                                                    |  |               |         |   |                 |   |         |  
|Liabilities and Stockholders Equity                                                                                                                                                |  |               |         |   |                 |   |         |  
|Current liabilities:                                                                                                                                                                |  |               |         |   |                 |   |         |  
|Accounts payable                                                                                                                                                                    |  | $             | 26,453  |   |                 | $ | 20,345  |  
|Accrued liabilities                                                                                                                                                                 |  |               | 35,188  |   |                 |   | 44,549  |  
|Securities lending collateral payable                                                                                                                                               |  |               | 116,112 |   |                 |   | 130,804 |  
|Current portion of deferred revenue                                                                                                                                                 |  |               | 26,464  |   |                 |   | 22,736  |  
|Current portion of obligations under notes payable and capital leases                                                                                                               |  |               | 682     |   |                 |   | 912     |  
|                                                                                                                                                                                    |  |               |         |   |                 |   |         |  
|Total current liabilities                                                                                                                                                           |  |               | 204,899 |   |                 |   | 219,346 |  
|Obligations under notes payable and capital leases, less current portion                                                                                                            |  |               | 145     |   |                 |   | 256     |  
|Deferred revenue, less current portion                                                                                                                                              |  |               | 25,309  |   |                 |   | 27,001  |  
|Other long-term liabilities                                                                                                                                                         |  |               | 1,795   |   |                 |   | 1,908   |  
|Interest rate swap                                                                                                                                                                  |  |               | 3,510   |   |                 |   | 2,005   |  
|Convertible subordinated debt                                                                                                                                                       |  |               | 168,990 |   |                 |   | 170,495 |  
|                                                                                                                                                                                    |  |               |         |   |                 |   |         |  
|Total liabilities                                                                                                                                                                   |  |               | 404,648 |   |                 |   | 421,011 |  
|                                                                                                                                                                                    |  |               |         |   |                 |   |         |  
|Commitments and contingencies (Note 11)                                                                                                                                             |  |               |         |   |                 |   |         |  
|Stockholders Equity:                                                                                                                                                               |  |               |         |   |                 |   |         |  
|Preferred stock, $0.01 par value, 25,000,000 shares authorized, no shares issued or outstanding                                                                                     |  |               |        |   |                 |   |        |  
|Common stock, Class A, $0.01 par value, 250,000,000 shares authorized, 81,000,000 shares issued and outstanding                                                                     |  |               | 810     |   |                 |   | 810     |  
|Common stock, Class B, $0.01 par value, 200,000,000 shares authorized, 38,063,725 and 37,960,526 shares issued and outstanding at April 30,
2005 and January 31, 2005, respectively |  |               | 380     |   |                 |   | 379     |  
|Additional paid-in-capital                                                                                                                                                          |  |               | 481,894 |   |                 |   | 481,735 |  
|Treasury stock, at cost, 3,022,359 shares outstanding at April 30, 2005 and January 31, 2005                                                                                        |  |               | (19,039 | ) |                 |   | (19,039 | )
|Deferred compensation                                                                                                                                                               |  |               | (2,115  | ) |                 |   | (2,738  | )
|Accumulated other comprehensive loss                                                                                                                                                |  |               | (1,074  | ) |                 |   | (1,253  | )
|Accumulated deficit                                                                                                                                                                 |  |               | (65,527 | ) |                 |   | (62,670 | )
|                                                                                                                                                                                    |  |               |         |   |                 |   |         |  
|Total stockholders equity                                                                                                                                                          |  |               | 395,329 |   |                 |   | 397,224 |  
|                                                                                                                                                                                    |  |               |         |   |                 |   |         |  
|Total liabilities and stockholders equity                                                                                                                                          |  | $             | 799,977 |   |                 | $ | 818,235 |  
|                                                                                                                                                                                    |  |               |         |   |                 |   |         |  



The accompanying notes
are an integral part of these condensed consolidated financial statements.



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McDATA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)



|                                                                                                                                                             |  |                             |         |   |      |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                                                                                             |  | Three Months EndedApril 30, |        
|                                                                                                                                                             |  | 2005                        |         |   | 2004 |  
|Revenue                                                                                                                                                      |  | $                           | 98,868  |   |      | $ | 97,229  |  
|Cost of revenue                                                                                                                                              |  |                             | 45,440  |   |      |   | 42,487  |  
|                                                                                                                                                             |  |                             |         |   |      |   |         |  
|Gross profit                                                                                                                                                 |  |                             | 53,428  |   |      |   | 54,742  |  
|Operating expenses:                                                                                                                                          |  |                             |         |   |      |   |         |  
|Research and development (excludes amortization of deferred compensation included in Amortization of deferred compensation of $453 and $1,490,
respectively) |  |                             | 20,932  |   |      |   | 25,104  |  
|Selling and marketing (excludes amortization of deferred compensation included in Amortization of deferred compensation of $69 and $308,
respectively)       |  |                             | 24,048  |   |      |   | 23,485  |  
|General and administrative (excludes amortization of deferred compensation included in Amortization of deferred compensation of $181 and $460,
respectively) |  |                             | 5,583   |   |      |   | 6,638   |  
|Amortization of purchased intangible assets                                                                                                                  |  |                             | 5,570   |   |      |   | 5,812   |  
|Amortization of deferred compensation (excludes amortization of deferred compensation included in Cost of revenue of $15 and $84,
respectively)              |  |                             | 703     |   |      |   | 2,258   |  
|Restructuring charges                                                                                                                                        |  |                             |        |   |      |   | 1,345   |  
|                                                                                                                                                             |  |                             |         |   |      |   |         |  
|Total operating expenses                                                                                                                                     |  |                             | 56,836  |   |      |   | 64,642  |  
|Loss from operations                                                                                                                                         |  |                             | (3,408  | ) |      |   | (9,900  | )
|Interest and other income                                                                                                                                    |  |                             | 1,770   |   |      |   | 1,421   |  
|Interest expense                                                                                                                                             |  |                             | (803    | ) |      |   | (247    | )
|                                                                                                                                                             |  |                             |         |   |      |   |         |  
|Loss before income taxes and equity in net loss of affiliated company                                                                                        |  |                             | (2,441  | ) |      |   | (8,726  | )
|Income tax expense                                                                                                                                           |  |                             | 416     |   |      |   | 541     |  
|                                                                                                                                                             |  |                             |         |   |      |   |         |  
|Loss before equity in net loss of affiliated company                                                                                                         |  |                             | (2,857  | ) |      |   | (9,267  | )
|Equity in net loss of affiliated company                                                                                                                     |  |                             |        |   |      |   | (577    | )
|                                                                                                                                                             |  |                             |         |   |      |   |         |  
|Net loss                                                                                                                                                     |  | $                           | (2,857  | ) |      | $ | (9,844  | )
|                                                                                                                                                             |  |                             |         |   |      |   |         |  
|Basic net loss per share                                                                                                                                     |  | $                           | (0.02   | ) |      | $ | (0.09   | )
|                                                                                                                                                             |  |                             |         |   |      |   |         |  
|Shares used in computing basic net loss per share                                                                                                            |  |                             | 115,474 |   |      |   | 114,955 |  
|                                                                                                                                                             |  |                             |         |   |      |   |         |  
|Diluted net loss per share                                                                                                                                   |  | $                           | (0.02   | ) |      | $ | (0.09   | )
|                                                                                                                                                             |  |                             |         |   |      |   |         |  
|Shares used in computing diluted net loss per share                                                                                                          |  |                             | 115,474 |   |      |   | 114,955 |  
|                                                                                                                                                             |  |                             |         |   |      |   |         |  



The accompanying notes
are an integral part of these condensed consolidated financial statements.



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McDATA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



|                                                                           |  |                             |         |   |      |   |         |  
|-------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                                           |  | Three Months EndedApril 30, |        
|                                                                           |  | 2005                        |         |   | 2004 |  
|Cash flows from operating activities:                                      |  |                             |         |   |      |   |         |  
|Net loss                                                                   |  | $                           | (2,857  | ) |      | $ | (9,844  | )
|Adjustments to reconcile net loss to cash flows from operating activities; |  |                             |         |   |      |   |         |  
|Depreciation and amortization                                              |  |                             | 15,302  |   |      |   | 14,651  |  
|Equity in net loss of affiliate                                            |  |                             |        |   |      |   | 577     |  
|Loss (gain) on trade-in/retirement of assets                               |  |                             | (170    | ) |      |   | 38      |  
|Net realized loss on investments                                           |  |                             | 304     |   |      |   | 159     |  
|Inventory and inventory commitment provisions                              |  |                             | 1,578   |   |      |   | 1,262   |  
|Bad debt provision                                                         |  |                             | 68      |   |      |   | 25      |  
|Non-cash compensation expense                                              |  |                             | 718     |   |      |   | 2,342   |  
|Unrealized gains on derivative transactions                                |  |                             | 14      |   |      |   | 45      |  
|Changes in net assets and liabilities                                      |  |                             | (6,852  | ) |      |   | (3,745  | )
|                                                                           |  |                             |         |   |      |   |         |  
|Net cash provided by operating activities                                  |  |                             | 8,105   |   |      |   | 5,510   |  
|Cash flows from investing activities:                                      |  |                             |         |   |      |   |         |  
|Purchases of property and equipment                                        |  |                             | (2,301  | ) |      |   | (4,422  | )
|Purchases of investments                                                   |  |                             | (83,176 | ) |      |   | (97,504 | )
|Proceeds from maturities and sales of investments                          |  |                             | 86,664  |   |      |   | 95,032  |  
|Restricted cash related to interest rate swap                              |  |                             | 43      |   |      |   |        |  
|                                                                           |  |                             |         |   |      |   |         |  
|Net cash provided (used) by investing activities                           |  |                             | 1,230   |   |      |   | (6,894  | )
|Cash flows from financing activities:                                      |  |                             |         |   |      |   |         |  
|Payments on long-term notes payable and capital leases                     |  |                             | (277    | ) |      |   | (936    | )
|Proceeds from the issuance of common stock                                 |  |                             | 64      |   |      |   | 2,623   |  
|                                                                           |  |                             |         |   |      |   |         |  
|Net cash provided (used) by financing activities                           |  |                             | (213    | ) |      |   | 1,687   |  
|                                                                           |  |                             |         |   |      |   |         |  
|Net increase in cash and cash equivalents                                  |  |                             | 9,122   |   |      |   | 303     |  
|Cash and cash equivalents, beginning of period                             |  |                             | 64,507  |   |      |   | 50,301  |  
|                                                                           |  |                             |         |   |      |   |         |  
|Cash and cash equivalents, end of period                                   |  | $                           | 73,629  |   |      | $ | 50,604  |  
|                                                                           |  |                             |         |   |      |   |         |  
|Supplemental Disclosure of Non-Cash Investing and Financing Activities     |  |                             |         |   |      |   |         |  
|Deferred compensation forfeitures                                          |  | $                           | 207     |   |      | $ | 590     |  
|                                                                           |  |                             |         |   |      |   |         |  
|Capital lease obligations incurred                                         |  | $                           | 29      |   |      | $ |        |  
|                                                                           |  |                             |         |   |      |   |         |  
|Transfer of inventory to fixed assets                                      |  | $                           | 1,522   |   |      | $ | 957     |  
|                                                                           |  |                             |         |   |      |   |         |  



The accompanying notes
are an integral part of these condensed consolidated financial statements.



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McDATA CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in thousands, except per share data)

(unaudited)



Note 1  Overview and Basis of Presentation



McDATA Corporation (McDATA or the Company) provides data
infrastructure solutions that make it possible for companies to manage ever-growing enterprise data. Through storage area networking (SAN) and wide area networking (WAN) products, including hardware and software, we connect servers and storage
devices throughout an enterprises global data infrastructure and assure constant availability of data. We also provide professional services, support and education that enable businesses to create SANs that are optimized for rapid deployment
and responsiveness to customer needs. We combine experience in designing, developing and manufacturing high performance SAN solutions with knowledge of business critical applications to solve data infrastructure challenges facing enterprises of
varying sizes. McDATA solutions are an integral part of data services infrastructures sold by most major storage and system vendors, including Dell Products L.P. (Dell), EMC Corporation (EMC), Hewlett-Packard (HP), Hitachi Data Systems (HDS),
International Business Machines Corporation (IBM), StorageTechnology Corporation (STK) and Sun Microsystems, Inc. (Sun).



The accompanying condensed consolidated financial statements of McDATA and its subsidiaries have been prepared pursuant to the rules and regulations of
the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in the Companys annual consolidated financial statements have been condensed or omitted. The condensed consolidated balance sheet as
of January 31, 2005 has been derived from the audited consolidated financial statements as of that date, but does not include all disclosures required by generally accepted accounting principles. For further information, please refer to and read
these interim condensed consolidated financial statements in conjunction with the Companys audited consolidated financial statements for the year ended January 31, 2005.



The interim condensed consolidated financial statements, in the opinion of management, reflect all adjustments necessary for
a fair presentation of the financial position, results of operations and cash flows of the Company for the periods presented. The results of operations for the interim periods are not necessarily indicative of the results of operations to be
expected for the entire fiscal year or future periods.



Certain
prior year amounts have been reclassified to conform to the fiscal 2005 presentation.



Recent Accounting Pronouncements



In December
2004, the Financial Accounting Standards Board (FASB) issued a revision of Statement of Financial Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, (SFAS No. 123R). SFAS No. 123R supersedes APB Opinion No. 25,
Accounting for Stock Issued to Employees, and its related implementation guidance. SFAS No. 123R establishes standards for the accounting for transactions in which an entity incurs liabilities in exchange for goods or services that are
based on the fair value of the entitys equity instruments or that may be settled by the issuance of those equity instruments. SFAS No. 123R does not change the accounting guidance for share-based payment transactions with parties other than
employees provided in SFAS No. 123 as originally issued and EITF Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services. Originally,
SFAS No. 123R was effective for interim reporting period that begins after June 15, 2005. In April 2005, SEC announced the deferral of the required effective date. The SEC rule provides that SFAS 123R is now effective for registrants as of the
beginning of the first fiscal year beginning after June 15, 2005. The Company is in the process of determining the effect that adopting SFAS No. 123R will have on its financial position, results of operations, or cash flows.



On March 7, 2005, FASB released Proposed FASB Staff Positions (FSP) No.
143-a, Accounting for Electronic Equipment Waste Obligations. The proposed FSP addresses accounting by commercial users and producers of electrical and electronic equipment, in connection with Directive 2002/96/EC on Waste Electrical and
Electronic Equipment issued by the European Union on February 13, 2003 (Directive). This Directive requires EU-member countries to adopt legislation to regulate the collection, treatment, recovery, and environmentally sound disposal of electrical
and electronic waste equipment, and sets forth certain obligations relating to covering the cost of disposal of such equipment by commercial users. Producers will also be required to cover the cost of disposal of such equipment by private household
users. The proposed FSP sets forth accounting for such obligations by commercial users and producers, with respect to SFAS No. 143, Asset Retirement Obligations. The Company has not yet determined the effect, if any, of the proposed FSP
on its financial position, results of operations, or cash flows.



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In April 2005, the FASB released Proposed FSP No. 150-e, Issuers Accounting under Statement
150 for Freestanding Warrants and Other Similar Instruments on Shares That Are Redeemable. The proposed FSP addresses whether freestanding warrants and other similar instruments on shares that are redeemable (either puttable or mandatorily
redeemable) would be subject to the requirements of SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (SFAS No. 150), regardless of the timing of the redemption feature or the
redemption price. The Company has not yet determined the effect, if any, of the proposed FSP on its financial position, results of operations, or cash flows.



Note 2  Components of Selected Balance Sheet Accounts



|                                                  |  |               |        |   |                 |   |        |  
|------------------------------------------------- |  | ------------- | ------ | - | --------------- | - | ------ | -
|                                                  |  | April 30,2005 |        |   | January 31,2005 |  
|Inventories:                                      |  |               |        |   |                 |   |        |  
|Raw materials                                     |  | $             | 7,885  |   |                 | $ | 5,375  |  
|Work-in-progress                                  |  |               | 564    |   |                 |   | 623    |  
|Finished goods                                    |  |               | 12,936 |   |                 |   | 12,626 |  
|                                                  |  |               |        |   |                 |   |        |  
|Total inventories at cost                         |  |               | 21,385 |   |                 |   | 18,624 |  
|Less reserves                                     |  |               | (5,643 | ) |                 |   | (4,904 | )
|                                                  |  |               |        |   |                 |   |        |  
|Total inventories, net                            |  | $             | 15,742 |   |                 | $ | 13,720 |  
|                                                  |  |               |        |   |                 |   |        |  
|                                                  |  |              
|                                                  |  | April 30,2005 |        |   | January 31,2005 |  
|Accrued liabilities:                              |  |               |        |   |                 |   |        |  
|Wages and employee benefits                       |  | $             | 14,189 |   |                 | $ | 19,483 |  
|Purchase commitments and other supply obligations |  |               | 5,226  |   |                 |   | 5,867  |  
|Warranty reserves (1)                             |  |               | 5,438  |   |                 |   | 5,592  |  
|Income taxes payable                              |  |               | 1,981  |   |                 |   | 1,573  |  
|Taxes, other than income tax                      |  |               | 1,733  |   |                 |   | 2,662  |  
|Interest payable                                  |  |               | 803    |   |                 |   | 1,774  |  
|Customer obligations                              |  |               | 3,763  |   |                 |   | 4,784  |  
|Other accrued liabilities                         |  |               | 2,055  |   |                 |   | 2,814  |  
|                                                  |  |               |        |   |                 |   |        |  
|                                                  |  | $             | 35,188 |   |                 | $ | 44,549 |  
|                                                  |  |               |        |   |                 |   |        |  

---

|(1) | Activity in the warranty reserves is as follows:
|--- | ------------------------------------------------



|                                  |  |                             |       |   |      |   |       |  
|--------------------------------- |  | --------------------------- | ----- | - | ---- | - | ----- | -
|                                  |  | Three Months EndedApril 30, |      
|                                  |  | 2005                        |       |   | 2004 |  
|Balance at beginning of period    |  | $                           | 5,592 |   |      | $ | 4,522 |  
|Warranty expense, net             |  |                             | 42    |   |      |   | 77    |  
|Non-expensed warranty obligations |  |                             | 17    |   |      |   |      |  
|Warranty claims                   |  |                             | (213  | ) |      |   | (219  | )
|                                  |  |                             |       |   |      |   |       |  
|Balance at end of period          |  | $                           | 5,438 |   |      | $ | 4,380 |  
|                                  |  |                             |       |   |      |   |       |  



From time to time the
Company is indemnified by its suppliers for warranty claims related to components that are contained within its products. In these circumstances, the Company records a non-expensed warranty obligation against which future warranty claims for those
components will be provided by the Company to its customers.



8



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##### Table of Contents

Note 3Intangible assets



The Company is currently amortizing its acquired intangible assets with finite lives over periods ranging from 1 to 6 years.
In connection with cost improvement actions taken during the first quarter of fiscal 2004, the Company retired a $2.2 million intangible asset related to the initial purchase of its Toronto operations in 1997. The asset was fully amortized and did
not result in a loss. The following table summarizes the components of gross and net intangible asset balances:



|                        |  |                     |         |                         |   |                    |  |                     |        |                         |   |                    |  |   |        |  |   |       
|----------------------- |  | ------------------- | ------- | ----------------------- | - | ------------------ |  | ------------------- | ------ | ----------------------- | - | ------------------ |  | - | ------ |  | - | ------
|                        |  | April 30, 2005      |         | January 31, 2005       
|                        |  | GrossCarryingAmount |         | AccumulatedAmortization |   | Net CarryingAmount |  | GrossCarryingAmount |        | AccumulatedAmortization |   | Net CarryingAmount
|Developed technology    |  | $                   | 116,866 |                         | $ | 36,712             |  | $                   | 80,154 |                         | $ | 116,866            |  | $ | 31,595 |  | $ | 85,271
|Customer relationships  |  |                     | 1,622   |                         |   | 874                |  |                     | 748    |                         |   | 1,622              |  |   | 739    |  |   | 883   
|Other                   |  |                     | 3,813   |                         |   | 2,693              |  |                     | 1,120  |                         |   | 3,813              |  |   | 2,375  |  |   | 1,438 
|                        |  |                     |         |                         |   |                    |  |                     |        |                         |   |                    |  |   |        |  |   |       
|Total intangible assets |  | $                   | 122,301 |                         | $ | 40,279             |  | $                   | 82,022 |                         | $ | 122,301            |  | $ | 34,709 |  | $ | 87,592
|                        |  |                     |         |                         |   |                    |  |                     |        |                         |   |                    |  |   |        |  |   |       



Expected annual amortization expense
related to acquired intangible assets is as follows:



|                                    |  |  |  |  |  |  |  |  |  |  |  |   |       
|----------------------------------- |  |  |  |  |  |  |  |  |  |  |  | - | ------
|Fiscal Years:                       |  |  |  |  |  |  |  |  |  |  |  |   |       
|2005(1)                             |  |  |  |  |  |  |  |  |  |  |  | $ | 16,069
|2006                                |  |  |  |  |  |  |  |  |  |  |  |   | 19,494
|2007                                |  |  |  |  |  |  |  |  |  |  |  |   | 17,754
|2008                                |  |  |  |  |  |  |  |  |  |  |  |   | 17,418
|2009                                |  |  |  |  |  |  |  |  |  |  |  |   | 11,287
|                                    |  |  |  |  |  |  |  |  |  |  |  |   |       
|Total expected amortization expense |  |  |  |  |  |  |  |  |  |  |  | $ | 82,022
|                                    |  |  |  |  |  |  |  |  |  |  |  |   |       

---

|(1) | Reflects the remaining nine months of fiscal 2005.
|--- | --------------------------------------------------



Amortization expense related to acquired intangible assets was $5.6 million and $5.8 million for the quarters ended April 30, 2005 and 2004, respectively.



Note 4  Interest and Other Income, Net



Interest and other income, net consists of:



|                                                      |  |                             |       |   |      |   |       |  
|----------------------------------------------------- |  | --------------------------- | ----- | - | ---- | - | ----- | -
|                                                      |  | Three Months EndedApril 30, |      
|                                                      |  | 2005                        |       |   | 2004 |  
|Interest income                                       |  | $                           | 2,085 |   |      | $ | 1,625 |  
|Net realized losses on available-for-sale investments |  |                             | (304  | ) |      |   | (159  | )
|Unrealized loss on hedged investments                 |  |                             | (11   | ) |      |   | (45   | )
|                                                      |  |                             |       |   |      |   |       |  
|Interest and other income, net                        |  | $                           | 1,770 |   |      | $ | 1,421 |  
|                                                      |  |                             |       |   |      |   |       |  



Note 5  Income Tax



For the three months ended April 30, 2005 and April 30,
2004, the Company recorded an income tax provision of $416,000 and $541,000, respectively. The tax provisions for fiscal 2005 and fiscal 2004 reflect foreign tax that McDATA will owe on the profit of its foreign branch and subsidiary activities as
well as state taxes where there are insufficient tax operating losses to offset allocable taxable income. No federal tax benefit is recorded for the current quarter loss because management believes available evidence indicates that sufficient income
is not expected in subsequent interim periods to realize any such benefit.



Note 6  Net Loss Per Share



Basic net
loss per share excludes dilution and is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted net loss per share is based on the weighted-average number of
shares outstanding during each period and the assumed exercise of dilutive common stock equivalents less the number of treasury shares assumed to be purchased from the proceeds using the average market price of the Companys common stock for
each of the periods presented. No dilutive effect is included for shares sold in relation to McDATAs agreement with International Business Machines Corporation (IBM) in which the Company granted IBM five-year warrants for the purchase of up to
350,000 shares of McDATAs Class B common stock because of their anti-dilutive impact. The IBM warrants are fully discussed in Note 8. No dilutive effect has been included for the convertible subordinated debt issued February 7, 2003 or the
share options sold in relation to the convertible subordinated debt because of their anti-dilutive impact.



9



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##### Table of Contents

Following is a reconciliation between basic and diluted loss per share:



|                                                                                                    |  |                             |         |   |      |   |         |  
|--------------------------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                                    |  | Three Months EndedApril 30, |        
|                                                                                                    |  | 2005                        |         |   | 2004 |  
|Net loss                                                                                            |  | $                           | (2,857  | ) |      | $ | (9,844  | )
|Weighted average shares of common stock outstanding used in computing basic net loss per share      |  |                             | 115,474 |   |      |   | 114,955 |  
|Effect of dilutive stock options and warrants                                                       |  |                             |        |   |      |   |        |  
|                                                                                                    |  |                             |         |   |      |   |         |  
|Weighted average shares of common stock used in computing diluted net loss per share                |  |                             | 115,474 |   |      |   | 114,955 |  
|                                                                                                    |  |                             |         |   |      |   |         |  
|Basic net loss per share                                                                            |  | $                           | (0.02   | ) |      | $ | (0.09   | )
|                                                                                                    |  |                             |         |   |      |   |         |  
|Diluted net loss per share                                                                          |  | $                           | (0.02   | ) |      | $ | (0.09   | )
|                                                                                                    |  |                             |         |   |      |   |         |  
|Options and warrants not included in diluted share base because of the exercise prices and net loss |  |                             | 15,929  |   |      |   | 10,205  |  
|                                                                                                    |  |                             |         |   |      |   |         |  
|Options, warrants and restricted stock not included in diluted share base because of the net loss   |  |                             | 2,121   |   |      |   | 5,259   |  
|                                                                                                    |  |                             |         |   |      |   |         |  



Note 7  Stock-Based
Compensation



The Company has stock-based employee
compensation and employee stock purchase plans, which are described more fully in the Companys Annual Report on Form 10-K for the year ended January 31, 2005. In addition, the Board of Directors approved the Companys 2004 Inducement
Equity Grant Plan (the 2004 Plan) in May 2004. The 2004 Plan provides for the issuance of non-qualified options, stock bonus awards, stock purchase awards, stock appreciation rights, stock unit awards and other stock awards for newly-hired employees
of the Company. A maximum of 3 million shares are issuable under the 2004 Plan. As of April 30, 2005, there were approximately 6.8 million shares of common stock available for future grants under these plans.



The Company accounts for these plans according to Accounting Principles Board
(APB) Opinion No. 25, Accounting for Stock Issued to Employees (APB 25), and related interpretations and has adopted the disclosure-only alternative of SFAS No. 123, as amended by SFAS No. 148, Accounting for Stock-Based
CompensationTransition and Disclosure, an amendment of SFAS No. 123. Any deferred stock compensation calculated pursuant to APB 25 is amortized ratably over the vesting period of the individual options, generally two to four years. The
following table illustrates the effect on net loss per share if the Company had applied the fair value recognition provisions of SFAS No. 123.



|                                                                                                                                                     |  |                             |        |   |      |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------- | -
|                                                                                                                                                     |  | Three Months EndedApril 30, |       
|                                                                                                                                                     |  | 2005                        |        |   | 2004 |  
|Net loss, as reported                                                                                                                                |  | $                           | (2,857 | ) |      | $ | (9,844  | )
|Add: Total stock-based employee compensation expense included in net loss as determined under the intrinsic value method, net of related tax
effects |  |                             | 718    |   |      |   | 2,342   |  
|Deduct: Total stock-based employee compensation expense determined under the fair value based method for all awards, net of related tax
effects      |  |                             | (4,545 | ) |      |   | (4,670  | )
|                                                                                                                                                     |  |                             |        |   |      |   |         |  
|Pro forma net loss                                                                                                                                   |  | $                           | (6,684 | ) |      | $ | (12,172 | )
|                                                                                                                                                     |  |                             |        |   |      |   |         |  
|Loss per share:                                                                                                                                      |  |                             |        |   |      |   |         |  
|Basic-as reported                                                                                                                                    |  | $                           | (0.02  | ) |      | $ | (0.09   | )
|                                                                                                                                                     |  |                             |        |   |      |   |         |  
|Basic-pro forma                                                                                                                                      |  | $                           | (0.06  | ) |      | $ | (0.11   | )
|                                                                                                                                                     |  |                             |        |   |      |   |         |  
|Diluted-as reported                                                                                                                                  |  | $                           | (0.02  | ) |      | $ | (0.09   | )
|                                                                                                                                                     |  |                             |        |   |      |   |         |  
|Diluted-pro forma                                                                                                                                    |  | $                           | (0.06  | ) |      | $ | (0.11   | )
|                                                                                                                                                     |  |                             |        |   |      |   |         |  



10



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##### Table of Contents

Note 8 Stockholders Equity



Stock Repurchase Plan



The Companys Board of Directors has authorized a plan for the Company to repurchase up to $50 million of its common stock (Class A, Class B or a
combination thereof). This repurchase plan expires on September 1, 2005 and allows the Company to repurchase shares on the open market, in negotiated transactions off the market, or pursuant to a 10b5-1 plan adopted by the Company. The Company
adopted a 10b5-1 plan in September 2004, which allows the Company to repurchase its shares during a period in which the Company is in possession of material non-public information, provided the Company communicates share repurchase instructions to
the broker at a time when the Company was not in possession of such material non-public information. Since inception of the plan in fiscal 2003, approximately 3.0 million shares (approximately 679,000 shares of Class A and approximately 2.3 million
shares of Class B) have been repurchased with a total cost of approximately $19.0 million. No shares were purchased during the three months ended April 30, 2005 and 2004.



Warrants to Purchase Stock



In September 2004, the Company entered into an OEM agreement with IBM. In connection with this agreement, the Company granted IBM five-year warrants for
the purchase of up to 350,000 shares of McDATAs Class B common stock. The warrants are structured into three substantially equal tranches at exercise prices of $4.700, $5.052 and $5.405 per share. The warrants contain customary terms and
conditions, including piggy-back SEC registration rights and anti-dilution protections in favor of IBM, and are fully exercisable. The warrants have been valued at approximately $1.0 million using the Black-Scholes option pricing model with the
following assumptions: risk-free interest rate of 3.29%, volatility of 80%, dividend rate of 0% and an expected life of five years. The warrants are recorded as an other asset related to the OEM contract and will be amortized ratably over the
60-month term of the OEM contract as a reduction to revenue.



Restricted
Stock Issued to Board of Directors



In March 2005, the
Company issued 80,000 shares of restricted stock to its Board of Directors with an aggregate fair value of approximately $302,400. These shares vest over a two-year period. Compensation expense will be recognized over the vesting period.



Note 9  Comprehensive Loss



Comprehensive loss consisted of the following:



|                                                  |  |                             |        |   |      |   |         |  
|------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------- | -
|                                                  |  | Three Months EndedApril 30, |       
|                                                  |  | 2005                        |        |   | 2004 |  
|Net loss                                          |  | $                           | (2,857 | ) |      | $ | (9,844  | )
|Unrealized gain (loss) on investments, net of tax |  |                             | 179    |   |      |   | (644    | )
|                                                  |  |                             |        |   |      |   |         |  
|Comprehensive loss                                |  | $                           | (2,678 | ) |      | $ | (10,488 | )
|                                                  |  |                             |        |   |      |   |         |  



Note 10  Segment Information



The Company has one reporting segment relating to the
design, development, manufacture and sale of open storage networking solutions that provide highly available, scalable and centrally managed storage area networks (SANs). The Companys Chief Operating Decision Makers, as defined by SFAS No.
131, Disclosures about Segments of an Enterprise and Related Information, allocate resources and assess the performance of the Company based on revenue and overall profitability.



A significant portion of revenue is concentrated with the largest storage
OEMs. For the three months ended April 30, 2005, approximately 49% of total revenue came from EMC as compared to 46% for the three months ended April 30, 2004; IBM contributed approximately 25% of revenue for the three months ended April 30, 2005
and 2004; and HDS contributed 10% for the three months ended April 30, 2005, and approximately 12% for the three months ended April 30, 2004. Other major storage and system vendors, including Dell, HP, STK and Sun, offer McDATA solutions to their
customers. In addition to storage and system vendors, the Company has relationships with many resellers, distributors and systems integrators. Sales to these other channels represented 16% and 17% of total revenue for the three months ended April
30, 2005 and 2004, respectively.



Revenues are attributed to
geographic areas based on the location of the customers to which products are shipped. International revenues primarily consist of sales to customers in Western Europe and the greater Asia Pacific region. Included in domestic revenues are sales to
certain OEM customers who take possession of products domestically and then distribute these products to their international customers. In addition, included in revenues from Western Europe are sales to certain OEM customers who take



11



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##### Table of Contents

possession of products in distribution centers designated for international-bound product and then distribute these products among various international
regions. The mix of international and domestic revenue can, therefore, vary depending on the relative mix of sales to certain OEM customers. Domestic and international revenue was approximately 64% and 36% of total revenue, respectively, for the
three months ended April 30, 2005. For the three months ended April 30, 2004, domestic and international revenue was approximately 62% and 38% of total revenue, respectively.



Note 11  Commitment and Contingencies



From time to time, the Company is subject to claims arising in the ordinary course of business. In the opinion of management and, except as set forth
below, no such matter, individually or in the aggregate, exists which is expected to have a material adverse effect on the Companys consolidated results of operations, financial position or cash flows.



On September 9, 2004, the Company entered into a triple net office lease for
the future lease of approximately 168,127 square feet of office space in Broomfield, Colorado (the New Premises). The Company intends to begin moving its current world headquarters location to the New Premises early in 2006 with the lease commencing
in February of 2006. The Companys current headquarter office lease expires at the end of April 2006. The contractual term of the new lease is 11 years (with two 5 year renewal options) and is at market lease rates that are substantially lower
than the current lease rate paid by the Company. The base annual lease rates per rentable square foot for the New Premises range from $0 in the first year to $14.15 in the last year of the lease, plus normal operating expenses. The Company expects
to begin recognizing rent expense once the build-out of the premises begins during the second quarter of fiscal 2005. In addition, the Company has an option to purchase the New Premises at varying amounts until December 31, 2005. The lease and
option to purchase have customary terms and conditions.



Manufacturing and
Purchase Commitments



The Company has contracted with
Sanmina SCI Systems, Inc. (SSCI) and Solectron Corporation (Solectron) (collectively, Contract Manufacturers) for the manufacture of printed circuit boards and box build assembly and configuration for specific multi-protocol directors and switches.
The agreements require the Company to submit purchasing forecasts and place orders sixty calendar days in advance of delivery. At April 30, 2005 the Companys commitment with the Contract Manufacturers for purchases over the next sixty days
totaled $27.9 million. The Company may be liable for materials that the Contract Manufacturers purchase on McDATAs behalf if the Companys actual requirements do not meet or exceed its forecasts and those materials cannot be redirected to
other uses. At April 30, 2005 the Company had recorded obligations of approximately $5.2 million (see Note 2) primarily related to materials purchased by the Contract Manufacturers for certain end-of-life and obsolete material. Management does not
expect the remaining commitments under these agreements to have a material adverse effect on the Companys business, results of operations, financial position or cash flows.



The Company has various other commitments for sales and purchases in the ordinary course of business. In the aggregate, such
commitments do not differ significantly from current market prices or anticipated usage requirements.



Litigation



Class Action Laddering Lawsuits



The Company,
Mr. John F. McDonnell, the former Chairman of the board of directors, Mrs. Dee J. Perry, a former officer and Mr. Thomas O. McGimpsey a current officer were named as defendants in purported securities class-action lawsuits filed in the United States
District Court, Southern District of New York. The first of these lawsuits, filed on July 20, 2001, is captioned Gutner v. McDATA Corporation, Credit Suisse First Boston (CSFB), Merrill Lynch, Pierce Fenner & Smith Incorporated, Bear, Stearns
& Co., Inc., FleetBoston Robertson Stephens et al., No. 01 CIV. 6627. Three other similar suits were filed against the Company and the individuals. The complaints are substantially identical to numerous other complaints filed against other
companies that went public in 1999 and 2000. These lawsuits generally allege, among other things, that the registration statements and prospectus filed with the SEC by such companies were materially false and misleading because they failed to
disclose (a) that certain underwriters had allegedly solicited and received excessive and undisclosed commissions from certain investors in exchange for which the underwriters allocated to those investors material portions of shares in connection
with the initial public offerings, or IPOs, and (b) that certain of the underwriters had allegedly entered into agreements with customers whereby the underwriters agreed to allocate IPO shares in exchange for which the customers agreed to purchase
additional company shares in the aftermarket at pre-determined prices. The complaints allege claims against the Company, the named individuals, and CSFB, the lead underwriter of the Companys August 9, 2000 initial public offering, under
Sections 11 and 15 of the Securities Act. The complaints also allege claims solely against CSFB and the other underwriter defendants under Section 12(a)(2) of the Securities Act, and claims against the individual defendants under Section 10(b) of
the Securities Exchange Act. Although management believes that all of the lawsuits are without legal merit and they intend to defend against them vigorously, there is no assurance that the Company will prevail.



12



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##### Table of Contents

In September 2002, plaintiffs counsel in the above-mentioned lawsuits offered to individual
defendants of many of the public companies being sued, including the Company, the opportunity to enter into a Reservation of Rights and Tolling Agreement that would dismiss without prejudice and without costs all claims against such persons if the
company itself had entity coverage insurance. This agreement was signed by Mr. John F. McDonnell, the former Company Chairman, Mrs. Dee J. Perry, the former chief financial officer, and Mr. Thomas O. McGimpsey, the current General Counsel and Vice
President of Business Development and the plaintiffs executive committee. Under the Reservation of Rights and Tolling Agreement, the plaintiffs dismissed the claims against such individuals.



On February 19, 2003, the court in the above-mentioned lawsuits entered a
ruling on the pending motions to dismiss, which dismissed some, but not all, of the plaintiffs claims against the Company. These lawsuits have been consolidated as part of In Re Initial Public Offering Securities Litigation (SDNY). The
Company has considered and agreed to enter into a proposed settlement offer with representatives of the plaintiffs in the consolidated proceeding, and we believe that any liability on behalf of the Company that may accrue under that settlement offer
would be covered by our insurance policies. Until that settlement is fully effective, Management intends to defend against the consolidated proceeding vigorously.



Indemnifications and Guarantees



During its normal course of business, the Company may enter into agreements with, among others, customers, resellers, OEMs, systems integrators and
distributors. These agreements typically require the Company to indemnify the other party against third party claims or product infringements on patents or copyrights. The Company provides indemnifications of varying scope and size to certain
customers against claims of intellectual property infringement made by third parties arising for the use of our products.



In addition, the majority of these indemnities, commitments and guarantees do not provide for any limitation of the maximum potential future payments the
Company could be obligated to make. The Company evaluates and estimates losses from such indemnification under SFAS No. 5, Accounting for Contingencies, as interpreted by FASB Interpretation No. 45. To date, the Company has not incurred
any material costs as a result of such obligations and has not accrued any liabilities related to such indemnification and guarantees in our financial statements.



Note 12  Subsequent Events



Stock Repurchase Plan



In May 2005, the Companys Board of Directors amended its stock repurchase plan to increase the authorized repurchase of its common stock by an
additional $15 million. See Note 8 above for a discussion of the Companys stock repurchase plan.



Merger with CNT Approved by Shareholders



On May 24, 2005, McDATA announced that its stockholders approved matters relating to McDATAs proposed acquisition of CNT at a special meeting of stockholders. McDATA stockholders voted in favor of the issuance
of 1.3 shares of McDATA Class A common stock for each outstanding share of CNT common stock. The merger was completed on June 1, 2005.



McDATA shareholders also approved two amendments to the 2001 McDATA Equity Incentive Plan. Shareholders approved the proposal to increase the authorized
number of shares of common stock issuable under the plan by 3 million shares (from 30 million to 33 million shares), and they approved the proposal to allow for options and equity awards granted under the 2001 plan to be awarded in Class A common
stock.



|ITEM 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------



You should read the following discussion and analysis in conjunction with the condensed consolidated financial statements
and notes thereto included in Item 1 of this Quarterly Report and with Managements Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report filed on Form 10-K with the Securities and Exchange
Commission on April 4, 2005.



Overview



Revenue Growth and Competitive Industry



Our revenue for the three months ended April 30, 2005 increased
approximately 2% over the three months ended April 30, 2004. This year over year revenue increase is the result of higher demand or port growth offset by the result of lower product revenue due primarily to lower average selling prices for directors
and switches. The decline in product revenue is partially offset by higher sales of software, service and warranty products as well as sales of ESCON products. The decline in our product revenue has occurred while the



13



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##### Table of Contents

market for our SAN and WAN products and solutions has grown more competitive with (a) the entrance of competitors into our market, (b) pricing pressures
resulting from an increase in competitive products and solutions, (c) challenges to our direct-assist sales model, and (d) anticipated competition from our own storage OEM partners through their recent partnerships with competitors to jointly sell
complementary products. These market conditions present unique risks and uncertainties in a number of respects. Management believes the competitive market environment defines the overall performance of the Company and provides a specific context to
further analyze revenues, operating expenses and liquidity. In particular, we anticipate continued elongated sales cycles and downward pricing pressures that could negatively impact our revenue growth rate. Moreover, revenue growth in fiscal 2005 is
dependent on the introduction of our new products. We are currently proceeding with the launch of the Intrepid 10000 Director and other new products including higher performance switches later in the year. In addition, we are taking action to
continue sales of products and technology acquired in connection with our acquisition of Nishan. As with any product introduction, we face risks in the design, testing, qualification and market acceptance of our new products. Some of the products we
are developing may be more complex and feature-rich than our current products, and some of the development on these products was undertaken prior to the Nishan and Sanera acquisitions. If we fail to timely introduce new products, or if there is no
demand for these or our current products, we may experience continued declines in revenue.



In addition to the increased competition in the industry, we have experienced a shift in the buying patterns of our customers from configured director products to non-configured product sales including our switch
products, director port cards, and our FlexPort upgrades. Our OEM and reseller partners may purchase certain of these component products ahead of end-user demand, which could reduce subsequent purchases by those partners. Variations in the buying
patterns of our customers would limit our ability to assemble, test and ship orders received in the last weeks and days of each quarter and could cause fluctuations in our quarterly revenue or earnings. Moreover, an unexpected decline in revenue
without a corresponding and timely reduction in expenses could intensify the impact of these factors on our business, financial condition and results of operations.



Management believes the trend of revenue, controlling of operating expense and the related competitive environment define
the overall performance of the Company and provide a specific context to further analyze the financial results of the Company.



Results of Operations



The following table sets forth certain financial data for the periods indicated as a percentage of total revenues.



|                                                                  |  |                             |    |  |       |   
|----------------------------------------------------------------- |  | --------------------------- | -- |  | ----- | --
|                                                                  |  | Three Months EndedApril 30, |   
|                                                                  |  | 2005                        |    |  | 2004  |   
|Revenue                                                           |  | 100.0                       | %  |  | 100.0 | % 
|Cost of revenue                                                   |  | 46.0                        |    |  | 43.7  |   
|                                                                  |  |                             |    |  |       |   
|Gross profit                                                      |  | 54.0                        |    |  | 56.3  |   
|Operating expenses:                                               |  |                             |    |  |       |   
|Research and development                                          |  | 21.2                        |    |  | 25.8  |   
|Selling and marketing                                             |  | 24.3                        |    |  | 24.2  |   
|General and administrative                                        |  | 5.6                         |    |  | 6.8   |   
|Amortization of purchased intangible assets                       |  | 5.6                         |    |  | 6.0   |   
|Amortization of deferred compensation                             |  | 0.7                         |    |  | 2.3   |   
|Restructuring charges                                             |  |                            |    |  | 1.4   |   
|                                                                  |  |                             |    |  |       |   
|Total operating expenses                                          |  | 57.4                        |    |  | 66.5  |   
|Loss from operations                                              |  | (3.4                        | )  |  | (10.2 | ) 
|Interest and other income, net                                    |  | 1.0                         |    |  | 1.2   |   
|                                                                  |  |                             |    |  |       |   
|Loss before income taxes and equity in loss of affiliated company |  | (2.4                        | )  |  | (9.0  | ) 
|Income tax expense                                                |  | (0.4                        | )  |  | 0.6   |   
|                                                                  |  |                             |    |  |       |   
|Loss before equity in net loss of affiliated company              |  | (2.8                        | )  |  | (9.6  | ) 
|Equity in net loss of affiliated company                          |  |                            |    |  | (0.6  | ) 
|                                                                  |  |                             |    |  |       |   
|Net loss                                                          |  | (2.8                        | )% |  | (10.2 | )%
|                                                                  |  |                             |    |  |       |   



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Revenues



|                                         |  |                             |        |      |   |       
|---------------------------------------- |  | --------------------------- | ------ | ---- | - | ------
|                                         |  | Three Months EndedApril 30,
|                                         |  | 2005                        |        | 2004
|Product revenue                          |  | $                           | 75,332 |      | $ | 79,284
|Software and related maintenance revenue |  |                             | 15,670 |      |   | 13,061
|Other service revenue                    |  |                             | 6,598  |      |   | 4,293 
|ESCON revenue                            |  |                             | 1,268  |      |   | 591   
|                                         |  |                             |        |      |   |       
|Total Revenue                            |  | $                           | 98,868 |      | $ | 97,229
|                                         |  |                             |        |      |   |       



Our revenue for the
three months ended April 30, was $98.9 million, which represented an approximate 2% increase over the three months ended April 30, 2004. Although we continue to see solid end-user interest for our products and solutions, the on-going competitive
marketplace is expected to create a challenging sales environment for the foreseeable future. Given the nature of competitors and products in our industry, we anticipate longer sales cycles and price declines that could negatively impact our revenue
growth rate.



Product revenue of $75.3 million for the three
months ended April 30, 2005 was a 5% decrease over the three months ended April 30, 2004. This year over year revenue decline in product revenue reflects a 45% increase in estimated ports sold offset by a 33% decrease in estimated average sales
prices. The increase in sales of hardware ports reflects the market strength of our flex port switches despite the economic and competitive environment. We expect the number of ports shipped to fluctuate depending on the demand for our existing and
newly introduced products including the timing of product introductions by our OEM customers. In fiscal 2004, we lowered pricing on director chassis and switches to take advantage of the ongoing competitive environment in each product category.
These price declines were enabled by the lowered costs of our components. We anticipate the gross margin impact from these pricing actions will be mitigated by the growth in higher margin software sales. Ongoing competition and macroeconomic factors
could continue to provide downward pricing pressures that could impact our revenue growth and related margins. See further discussion under the Revenue Recognition section of the Critical Accounting Policies.



Software and related maintenance revenue of $15.7 million for the quarter
ended April 30, 2005 increased 20% over the quarter ended April 30, 2004. This revenue growth is due to higher sales of our embedded software products including our SANtegrity security solution, higher sales of Eclipse software and higher
maintenance revenue that attaches to the sale of software licenses. A significant portion of our software revenue is generated from sales of our Enterprise Fabric Connectivity Manager, or EFCM, software product.



Other service revenue includes professional service revenue and revenue
earned from our upgraded warranty and extended maintenance contracts on our hardware products. Other service revenue for the three months ended April 30, 2005 was $6.6 million. This represents a 54% increase from the same period in fiscal 2004.
These increases are due primarily to the activation of extended maintenance and upgraded warranty contracts sold in conjunction with our hardware products. In prior periods, we experienced a significant growth in deferred revenue as the attach rates
for extended maintenance contracts increased significantly (primarily through IBM sales). As the standard product warranties on these products expire, we believe we will continue to see a slight increase in maintenance revenue as the extended
contracts are activated and deferred revenue is recognized as revenue. As part of our recently announced OEM agreement with IBM, we will no longer provide the end-user support services through these extended maintenance contracts. Therefore,
deferred revenue related to maintenance contracts should decrease as the number of extended maintenance contracts is expected to decline in fiscal 2006.



ESCON revenues of $1.3 million for quarter ended April 30, 2005 increased $0.7 million from the $0.6 million for the quarter ended April 30, 2004. The
increase reflects McDATAs assumption of the ESCON business operations from EMC during the second quarter of fiscal 2004. In 1997, we entered into a services agreement with McDATA Holdings Corporation, a wholly-owned subsidiary of EMC, to
provide manufacturing and distribution management services for proprietary mainframe protocol, or ESCON, switching solutions manufactured for and sold to IBM. Under the terms of this agreement, we agreed to manage the ESCON product manufacture, design, order and product shipment in
exchange for a service fee calculated as a fixed percentage of EMCs ESCON revenues. In the second quarter fiscal 2004, we amended the service agreement to effectively assume the ESCON business operations. As of July 1, 2004, ESCON revenue
included product revenue from sales of these products. IBM announced end of life on several ESCON products in 2004; therefore, we expect revenue from this category to be less than $1 million per fiscal quarter through the remainder of fiscal 2005.



A significant portion of our revenue is concentrated with the
largest storage OEMs. For the three months ended April 30, 2005, approximately 49% of our total revenue came from EMC as compared to 46% for the three months ended April 30, 2004; IBM contributed approximately 25% of our revenue for the three months
ended April 30, 2005 and 2004; and HDS contributed 10% for the three months ended April 30, 2005, and contributed 12% of total revenue for the three months ended April 30, 2004. Other major



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storage and system vendors, including Dell, HP, STK and Sun, offer McDATA solutions. In addition to our storage and system vendors, we have relationships
with many resellers, distributors and systems integrators. Sales to these other channels represented 16% and 17%, respectively for the three months ended April 30, 2005 and 2004. Expanding our reseller, distributor and system integrator channels
into Small Medium Enterprise (SME) and vertical markets will be a strategic focus for us as we continue to grow our business. However, the level of sales to any single customer may vary and the loss of any one significant customer, or a decrease in
the level of sales to any significant or group of significant customers, could harm our financial condition and results of operations. Given the dependencies on our limited number of OEM resellers combined with an increasingly competitive
environment, we may experience continued adverse price pressures at critical times near the end of the fiscal quarters. In addition, the fiscal quarters for many of our largest OEM and reseller partners begin during the last month of our fiscal
quarter. While we do not have complete insight into the purchasing processes of our OEM and reseller partners, we believe that such partners may purchase some amount of our non-configured product in anticipation of end-user customer demand that will
be realized in the later portion of their fiscal quarter. Large end-of-quarter purchases by our partners could result in lower future revenues or earnings if market demand as forecasted by our partners is not met.



Domestic and international revenue was approximately 64% and 36% of our total
revenue, respectively, for the three months ended April 30, 2005. For the three months ended April 30, 2004, domestic and international revenue was approximately 62% and 38% of our total revenue, respectively. Revenues are attributed to geographic
areas based on the location of the customers to which our products are shipped. International revenues primarily consist of sales to customers in Western Europe and the greater Asia Pacific region. Included in domestic revenues are sales to certain
OEM customers who take possession of our products domestically and then distribute these products to their international customers. In addition, included in revenues from Western Europe are sales to certain OEM customers who take possession of our
products in distribution centers designated for international-bound product and then distribute these products among various international regions. Our mix of international and domestic revenue can, therefore, vary depending on the relative mix of
sales to certain OEM customers.



Gross Profit



Gross profit margin of 54% for the three months ended
April 30, 2005 reflects a 230 basis point decline from the gross profit margin of 56% for the three months ended April 30, 2004. Costs of goods sold consists of product costs, which are generally variable, and manufacturing operating cost, which
include both variable and fixed expenses. Product costs as a percentage of revenue increased approximately 3.1% due to higher capitalized software amortization, lower product revenue and revenue growth in lower margin service products. This increase
was partially offset by higher margin software sales and lowered component costs. Manufacturing operating costs as a percentage of revenue decreased 0.9% due primarily to lower overhead and fixed costs.



In anticipation of the competitive-driven and natural decline in selling
prices, we continue to drive cost advantages through our engineering and manufacturing processes. In fiscal 2004, we began selling lower cost versions of our second-generation switch technology and began shipping the lower cost versions of our
director components.



Operating Expenses



Research and Development Expenses. Research and development expenses
consist primarily of salaries and related expenses for personnel engaged in engineering and R&D activities; fees paid to consultants and outside service providers; nonrecurring engineering charges; prototyping expenses related to the design,
development, testing and enhancement of our products; depreciation related to engineering and other test equipment; and IT and facilities expenses.



For the three months ended April 30, 2005, research and development expenses decreased $4.2 million to $20.9 million compared with $25.1 million for the
three months ended April 30, 2004. Research and development expenses reflect the net impact of capitalized software development costs which reduce research and development expenses when recorded on the balance sheet and amortized against cost of
goods sold upon introduction of the software product. For the quarter ended April 30, 2005, capitalized software costs were $7.2 million compared to $2.3 million for the three months ended April 30, 2004. These costs vary in conjunction with stages
of development of our application software, our new director and switch products and related firmware software. The decrease in research and development expense caused by the capitalization of software development expenses was partially offset by
increased spending related to product development and testing.



Selling and Marketing Expenses. Sales and marketing expenses consist primarily of salaries, commissions and related expenses for personnel engaged in marketing and sales; costs associated with promotional and travel expenses; and IT
and facilities expenses.



For the three months ended April 30,
2005, selling and marketing expenses increased $0.5 million to $24.0 million as compared to $23.5 million for the three months ended April 30, 2004. This increase was primarily due to a $0.5 million increase in equipment costs.



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General and Administrative Expenses. General and administrative expenses consist primarily of
salaries and related expenses for corporate executives, finance, human resources and investor relations, as well as accounting and professional fees, corporate legal expenses, other corporate expenses, and IT and facilities expenses.



For the three months ended April 30, 2005 and 2004, respective, general and
administrative expenses were $5.6 million and $6.6 million. The decrease over prior year is attributable to lower equipment costs, primarily related to lower depreciation expense for enterprise resource planning (ERP) software which was fully
depreciated during fiscal 2004.



Amortization Of Purchased
Intangible Assets. Amortization of purchased intangible assets was $5.6 million and $5.8 million for the three months ended April 30, 2005 and 2004, respectively. These assets are being amortized on a straight-line basis over a period of one to
nine years.



Amortization of Deferred Compensation. We
have recorded deferred compensation in connection with Class B stock options granted prior to our August 9, 2000 initial public offering and restricted Class B stock grants granted through our equity incentive plans. In connection with our
acquisitions during fiscal 2003, we issued approximately 1.0 million shares of Class B restricted common stock with vesting periods ranging from 12 to 24 months. In addition, 300,000 shares vested immediately upon the retention of employees at
Nishan and Sanera and were fully expensed. We are amortizing all deferred compensation on a straight-line basis over the vesting period of the applicable options and stock awards, resulting in amortization expense, net of forfeitures, of $718,000
for the three months ended April 30, 2005 and $2.3 million for the three months ended April 30, 2004 (of which approximately $15,000 and $84,000 was included in cost of revenue, respectively). Deferred compensation expense related to these awards
will decrease as the awards become fully vested over the following two to five years.



Restructuring Charges. In the fourth quarter of fiscal 2003, we announced that we were taking certain cost improvement actions, which included a workforce reduction and facility consolidation. During the three
months ended April 30, 2004, we completed our planned closure of our Toronto engineering facility and recorded an approximate $1.1 million restructuring charge related to this closure. In addition, we incurred an additional $182,000 restructuring
charge in the first fiscal quarter of 2004 for additional severance-related and other costs as we finalized the reduction in workforce that was initiated in the fourth quarter of 2003. As of the third quarter of fiscal 2004, all planned activities
under this plan had been completed and all remaining accrued liabilities were paid or settled.



Interest and Other Income. Interest and other income consisted primarily of interest earnings on our cash, cash equivalents and various investment holdings. Interest and other income increased to $1.8 million
for the three months ended April 30, 2005 as compared with $1.4 million for the three months ended April 30, 2004. The increase in income from the prior year level reflects the increase in interest rates during fiscal 2004 partially offset by the
effects of lower cash and investment balances. Fluctuations in our investment balances as well as fluctuations in interest rates could cause our investment income to vary between periods.



Interest Expense. Interest expense consists primarily of the amortization of issuance costs related to the
convertible subordinated debt, the convertible debt interest expense not offset by the interest rate swap interest income (discussed below) and interest expense related to capital leases and notes payable.



For the three months ended April 30, 2005, interest expense increased to $0.8
million compared with $0.2 million for the three months ended April 30, 2004, due primarily to the effect of increased interest rates. In order to manage interest expense on our convertible debt, the Company entered into an interest-rate swap
agreement in July 2003. This interest-rate swap agreement has the economic effect of modifying the fixed interest obligations associated with our convertible debt so that the interest payable on the majority of the debt effectively becomes variable
based on the six-month London Interbank Offered Rate (LIBOR) minus 152 basis points. The reset dates of the swap are February 15 and August 15 of each year until maturity on February 15, 2010. On February 16, 2005, the six-month LIBOR setting was
reset to 3.01%, resulting in a rate of approximately 1.49%, which is effective until August 15, 2005. Significant increases in interest rates in future periods could significantly increase interest expense.



Provision for Income Taxes. The Company has recorded tax expense for
the three months ended April 30, 2005 even though the pre-tax result on the books is a loss. This is due primarily to taxes payable in foreign jurisdictions where the net taxable income will be positive. No federal tax benefit is recorded currently
for the current quarter loss because management believes available evidence indicates that income is not expected in subsequent interim periods to realize any such benefit.



We are subject to audit by federal, state and foreign tax authorities. These audits may result in additional tax
liabilities. We account for such contingent liabilities in accordance with SFAS No. 5, Accounting for Contingencies, and believe that we have appropriately provided for taxes for all years. Several factors drive the calculation of our
tax reserves including (i) the expiration of statutes of limitations, (ii) changes in tax law and regulations, and (iii) settlements with tax authorities. The occurrence of any of these events may result in adjustments to our reserves that could
impact our reported financial results.



The Internal Revenue
Service recently conducted an audit of the Companys US income tax returns for 2000, 2001 and 2002. An audit of these years was mandated by the procedures for Joint Committee cases due to the carry back of tax losses from the 2001



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and 2002 tax years to 2000. Only nominal adjustments were proposed by the auditor, resulting in a net increase to McDATAs NOL carryforward of $168,000.
We received notification from the Joint Committee Reviewer in late February 2005 that the auditors recommendations with respect to those returns had been accepted.



Liquidity and Capital Resources



At April 30, 2005, cash and cash equivalents, short- and long-term investments were approximately $316 million compared to approximately $310 million as
of January 31, 2005. These balances include approximately $5 million of restricted cash, classified as long-term, that we are required to maintain in relation to the interest rate swap we have executed in connection with our convertible debt. We
invest excess cash predominantly in debt and equity instruments that are highly liquid, of high-quality investment grade, and predominantly have maturities of less than three years with the intent to make such funds readily available for operating
purposes, including expansion of operations and potential acquisitions or other transactions.



We believe our existing cash and cash equivalents, short-term and long-term investment balances, and cash expected to be generated from future operations will be sufficient to meet our capital and operating
requirements at least through the next twelve months, although we could be required, or could elect, to seek additional funding prior to that time. Our future capital requirements will depend on many factors, including our rate of revenue growth,
the timing and extent of spending to support development of new products and expansion of sales and marketing, the timing of new product introductions and enhancements to existing products, and market acceptance of our products.



In summary, our cash flows were:



|                                                 |  |                             |       |   |      |   |        |  
|------------------------------------------------ |  | --------------------------- | ----- | - | ---- | - | ------ | -
|                                                 |  | Three Months EndedApril 30, |      
|Source/(use) (in thousands)                      |  | 2005                        |       |   | 2004 |  
|Net cash provided by operating activities        |  | $                           | 8,105 |   |      | $ | 5,510  |  
|Net cash provided (used) by investing activities |  |                             | 1,230 |   |      |   | (6,894 | )
|Net cash provided (used) by financing activities |  |                             | (213  | ) |      |   | 1,687  |  



Cash provided by
operating activities of $8.1 million for the three months ended April 30, 2005 consists of our net loss adjusted for non-cash charges (including depreciation, amortization, deferred compensation and inventory-related charges) and changes in working
capital and other activities. Working capital items include accounts receivable, inventories, other current and non-current assets, accounts payable, accrued liabilities and deferred revenue. Working capital changes included an increase in other
assets balances of approximately $7.6 million, reflecting increased capitalized software costs. Accounts receivable was a source of $7.3 million in the first three months of fiscal year 2005 compared to a source of $4.5 million in the first three
months of fiscal 2004. Days sales outstanding (DSO) was 51 days and 54 days for the three months ended April 30, 2005 and 2004, respectively. The change between years is the result of the timing and collections compared to the linearity of billings
within the quarter.



Cash provided by investing activities of
$1.2 million for the three months ended April 30, 2005 consists of approximately $3.5 million in cash provided by investment sales and maturities (net of purchases) offset by approximately $2.3 million of capital expenditures. For the three months
ended April 30, 2004, $6.9 million of cash used by investing activities consists of approximately $2.5 million in cash used for investment purchases (net of sales and maturities) and approximately $4.4 million of capital expenditures.



Cash used by financing activities of $213,000 for the three months ended
April 30, 2005 was primarily due to payments on notes payable and capital lease obligations. For the three months ended April 30, 2004, net cash provided by financing activities of $1.7 million consists of proceeds from the issuance of common stock
partially offset by payments on notes payable and capital lease obligations.



Off-Balance Sheet Arrangements



Other than
facility and equipment leasing arrangements classified as operating leases, the Company does not engage in off-balance sheet financing activities.



During its normal course of business, we may enter into agreements with, among others, customers, resellers, OEMs, systems integrators and distributors.
These agreements typically require us to indemnify the other party against third party claims or product infringements on patents or copyrights. We provide indemnifications of varying scope and size to certain customers against claims of
intellectual property infringement made by third parties arising for the use of our products. We have also indemnified our former parent, EMC, for any income taxes arising out of the distribution of our Class A common stock in February 2001. In
addition, the majority of these indemnities, commitments and guarantees do not provide for any limitation of the maximum potential future payments we could be obligated to make. We evaluate and estimate losses from such indemnification under SFAS
No. 5, Accounting



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for Contingencies, as interpreted by FASB Interpretation No. 45. To date, we have not incurred any material costs as a result of such obligations and
have not accrued any liabilities related to such indemnification and guarantees in our financial statements.



Commitments



The Company has contracted with Sanmina SCI Systems, Inc. (SSCI), Solectron Corporation (Solectron) and others (collectively, Contract Manufacturers) for the manufacture of printed circuit boards and box build assembly and configuration for
specific multi-protocol directors and switches. The agreements require the Company to submit purchasing forecasts and place orders sixty calendar days in advance of delivery. At April 30, 2005 the Companys commitment with the Contract
Manufacturers for purchases over the next sixty days totaled $27.9 million. The Company may be liable for materials that the Contract Manufacturers purchase on McDATAs behalf if the Companys actual requirements do not meet or exceed its
forecasts and those materials cannot be redirected to other uses. At April 30, 2005 the Company had recorded obligations of approximately $5.2 million (see Note 2) primarily related to materials purchased by the Contract Manufacturers for certain
end-of-life and obsolete material. Management does not expect the remaining commitments under these agreements to have a material adverse effect on the Companys business, results of operations, financial position or cash flows.



In February 2003, the Company sold $172.5 million of 2.25% convertible
subordinated notes due February 15, 2010 (the Notes). The Notes are convertible into our Class A common stock at a conversion rate of 93.3986 shares per $1,000 principal amount of notes (aggregate of approximately 16.1 million shares) or $10.71 per
share, subject to certain conversion adjustments. Upon a conversion, the Company may choose to deliver shares of our Class A common stock, or, in lieu of shares of our Class A common stock, cash or a combination of cash and shares of Class A common
stock. We are required to pay interest on February 15 and August 15 of each year, beginning August 15, 2003. Debt issuance costs of $5.6 million are being amortized over the term of the Notes. The amortization of debt issuance costs will accelerate
upon early redemption or conversion of the Notes. The net proceeds remain available for general corporate purposes, including working capital requirements and capital expenditures.



Concurrent with the issuance of the Notes, the Company entered into share option transactions using approximately $20.5
million of proceeds. As part of these share option transactions, the Company purchased options that cover approximately 16.1 million shares of Class A common stock, at a strike price of $10.71. The Company also sold options that cover approximately
16.9 million shares of Class A common stock, at a strike price of $15.08. The net cost of the share option transactions was recorded against additional paid in capital. These share option transactions are intended to give the Company the option to
mitigate dilution as a result of the Notes being converted to common shares up to the $15.08 price per common share and mitigate dilution if the share price exceeds $15.08 at that time. Should there be an early unwind of either of the share option
transactions, the amount of cash or net shares potentially received or paid by the Company will be dependent on then existing overall market conditions, the stock price, the volatility of the stock, and the amount of time remaining until expiration
of the options.



In July 2003, we entered into an interest-rate
swap agreement with a notional amount of $155.3 million that has the economic effect of modifying the fixed interest obligations associated with the Notes so that the interest payable on the majority of the Notes effectively becomes variable based
on the six-month LIBOR minus 152 basis points. The reset dates of the swap are February 15 and August 15 of each year until maturity on February 15, 2010. On February 15, 2004, the six-month LIBOR setting was reset to 1.175%, resulting in a rate of
approximately minus 0.345%, which was effective until August 15, 2004. On August 16, 2004, the six-month LIBOR setting was reset to 1.92%, resulting in a rate of approximately 0.4%, which was effective until February 15, 2005. On February 15, 2005,
the six-month LIBOR setting was reset to 3.01%, resulting in a rate of approximately 1.49%, which is effective until August 15, 2005. Increases in interest rates could significantly increase the interest expense we are obligated to pay under the
interest-rate swap agreement in future periods. The swap was designated as a fair value hedge and, as such, the gain or loss on the derivative instrument, as well as the fully offsetting gain or loss on the Notes attributable to the swap, were
recognized in earnings. We are also required to post collateral based on changes in the fair value of the interest rate swap. This collateral, in the form of restricted cash, was $5.0 million at April 30, 2005 and January 31, 2005.



On September 9, 2004, McDATA entered into a triple net office lease with
Ridge Parkway Associates, LLC, a Delaware limited liability company for the future lease of office space at 11802 Ridge Parkway, Building 2, Broomfield, Colorado (the New Premises). The Company intends to begin moving its current world
headquarters location at 380 Interlocken Crescent, Broomfield, Colorado 80021 to the New Premises early in 2006 with the lease commencing in February of 2006. The Companys current headquarters office lease expires at the end of April
2006. The term of the new lease is for 11 years (with two 5 year renewal options) and is at market lease rates that are substantially lower than the current lease rate paid by the Company. The base annual lease rates per rentable square foot for the
New Premises range from $0 in the first year to $14.15 in the last year of the lease, plus normal operating expenses. The Company expects to begin recognizing rent expense once the build-out of the premises begins during the second quarter of fiscal
2005. In addition, the Company has an option to purchase the New Premises at varying amounts until December 31, 2005. The lease and option to purchase have customary terms and conditions.



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The following table summarizes our contractual obligations (including interest expense) and commitments
as of April 30, 2005 (in thousands):



|                                          |  |       |         |                 |   |           |  |           |        |                  |   |         |  |   |       
|----------------------------------------- |  | ----- | ------- | --------------- | - | --------- |  | --------- | ------ | ---------------- | - | ------- |  | - | ------
|                                          |  | Total |         | Less Than1 Year |   | 1-3 Years |  | 3-5 Years |        | More Than5 Years
|Convertible subordinated debt             |  | $     | 172,500 |                 | $ |          |  | $         |       |                  | $ | 172,500 |  | $ |      
|Interest on convertible subordinated debt |  |       | 18,517  |                 |   | 3,881     |  |           | 7,762  |                  |   | 6,874   |  |   |      
|Non-cancelable operating leases           |  |       | 52,318  |                 |   | 13,249    |  |           | 12,646 |                  |   | 6,235   |  |   | 20,188
|Non-cancelable purchase agreements        |  |       | 27,902  |                 |   | 27,902    |  |           |       |                  |   |        |  |   |      
|Capital leases, including interest        |  |       | 827     |                 |   | 681       |  |           | 146    |                  |   |        |  |   |      
|                                          |  |       |         |                 |   |           |  |           |        |                  |   |         |  |   |       
|Total contractual obligations             |  | $     | 272,064 |                 | $ | 45,713    |  | $         | 20,554 |                  | $ | 185,609 |  | $ | 20,188
|                                          |  |       |         |                 |   |           |  |           |        |                  |   |         |  |   |       



Recent Accounting Pronouncements



In December 2004, the the Financial Accounting Standards
Board (FASB) issued a revision of Statement of Financial Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, (SFAS No. 123R). SFAS No. 123R supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees, and its related implementation guidance. SFAS No. 123R establishes standards for the accounting for transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the
entitys equity instruments or that may be settled by the issuance of those equity instruments. SFAS No. 123R does not change the accounting guidance for share-based payment transactions with parties other than employees provided in SFAS No.
123 as originally issued and EITF Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services. Originally, SFAS No. 123R was effective for
interim reporting period that begins after June 15, 2005. In April 2005, SEC announced the deferral of the required effective date. The SEC rule provides that SFAS 123R is now effective for registrants as of the beginning of the first fiscal year
beginning after June 15, 2005. The Company is in the process of determining the effect that adopting SFAS No. 123R will have on its financial position, results of operations, or cash flows.



On March 7, 2005, FASB released Proposed FASB Staff Positions (FSP) No.
143-a, Accounting for Electronic Equipment Waste Obligations. The proposed FSP addresses accounting by commercial users and producers of electrical and electronic equipment, in connection with Directive 2002/96/EC on Waste Electrical and
Electronic Equipment issued by the European Union on February 13, 2003 (Directive). This Directive requires EU-member countries to adopt legislation to regulate the collection, treatment, recovery, and environmentally sound disposal of electrical
and electronic waste equipment, and sets forth certain obligations relating to covering the cost of disposal of such equipment by commercial users. Producers will also be required to cover the cost of disposal of such equipment by private household
users. The proposed FSP sets forth accounting for such obligations by commercial users and producers, with respect to SFAS No. 143, Asset Retirement Obligations. The Company has not yet determined the effect, if any, of the proposed FSP
on its financial position, results of operations, or cash flows.



In April 2005, the FASB released Proposed FSP No. 150-e, Issuers Accounting under Statement 150 for Freestanding Warrants and Other Similar Instruments on Shares That Are Redeemable. The proposed FSP addresses whether
freestanding warrants and other similar instruments on shares that are redeemable (either puttable or mandatorily redeemable) would be subject to the requirements of SFAS No. 150, Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity (SFAS No. 150), regardless of the timing of the redemption feature or the redemption price. The Company has not yet determined the effect, if any, of the proposed FSP on its financial position,
results of operations, or cash flows.



Critical Accounting Policies



General



Managements Discussion and Analysis of Financial Condition and Results
of Operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses, and the related disclosure of contingent assets and liabilities as of the date of the financial statements. Management bases its estimates on
historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily
apparent from other sources. Senior management has discussed the development, selection and disclosure of these estimates with the Audit Committee of McDATAs Board of Directors. Actual results may differ materially from these estimates under
different assumptions or conditions. Management believes the following critical accounting policies reflect its more significant estimates and assumptions used in the preparation of its consolidated financial statements.



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Revenue Recognition



We recognize revenue, in accordance with SEC Staff Accounting Bulletin No. 104 (SAB No. 104) and the American Institute of Certified Public
Accountants Statement of Position No. 97-2 (SOP No. 97-2), as amended, when persuasive evidence of an arrangement exists, products are delivered or services rendered, the sales price is fixed or determinable and collectibility is assured. In
instances when any one of these four criteria is not met, we will defer recognition of revenue until all the criteria have been met.



With respect to revenue from our configured products, we request evidence of sell-through from our OEM and distributor partners prior to recognizing
revenue. In situations where our OEM and distributor partners refuse to provide sell-through information when requested, but all the criteria under SAB No. 104 (as discussed above) have been met, we recognize revenue for such configured products.
These configured products represent high value, customized solutions of directors, cabinets and various combinations of port cards ordered by our OEM and distributor partners as required by the end user. Non-configured products and components, such
as our switch products, additional port cards, and FlexPort upgrades, are recognized as revenue when the criteria for SAB No. 104 (as discussed above) have been met, generally at time of shipment. Revenue for both configured and non-configured
products and components is reduced for estimated customer returns, price protection rebates, and other contract terms that are provided to the Companys OEMs, distributors and resellers. These estimates are calculated in accordance with SFAS
No. 48, Revenue Recognition When Rights of Return Exist (SFAS No. 48) and rely on historical experience. We have not experienced credits in excess of 1% of annual revenues. If actual credit experience varies from our historical
experience due to changes in product technology, the pricing environment or other unforeseen factors, our revenue could be adversely affected.



Through the second quarter of fiscal 2004 McDATA had recognized revenue on distributor sales of non-configured products when proof of sell-through was
obtained. This was due to insufficient historical experience regarding returns or credits under price protection or inventory rotation rights. McDATA has been monitoring and tracking distributor returns and purchasing patterns since 2001. We believe
we have obtained sufficient historical experience as of the end of the second quarter of fiscal 2004. Therefore, during the third quarter of fiscal 2004 we began recognizing distributor revenue at the time of shipment. We estimate the potential for
returns in accordance with SFAS No. 48 and record revenues upon shipment if all SAB No. 104 revenue recognition criteria have been met. In the third quarter fiscal 2004, in connection with this change in estimate, we recognized approximately $1.3
million of distributor revenue which had previously been deferred. If actual credits received by our partners for returns or price protection and inventory rotation actions were to deviate significantly from our estimates, which are based on
historical experience, our revenue could be adversely affected.



Inventory
Reserves



We value our inventory at the lower of cost or
net realizable values. We regularly review inventory on hand and record a provision for excess and obsolete inventory based upon assumptions about current and future demand for our products, the current market conditions, new product introductions,
new technologies and the current life cycle of our products. Adverse changes in these factors and our assumptions could result in an increase in the amount of excess and obsolete inventory on hand and increase our cost of revenue.



Additionally, we have certain purchase commitments with our Contract
Manufacturers that are non-cancelable. We may be liable for materials that our third-party manufacturers purchase on our behalf if our actual requirements do not meet or exceed our forecasts and those materials cannot be redirected to other uses by
the Contract Manufacturers. We evaluate these open purchase orders in light of our current inventory on hand, expected demand, market conditions and new product introductions. Based on this information, we record purchase obligations for inventory
we believe is excess or obsolete and cannot be redirected to other uses by our contract manufacturers. At April 30, 2005, the Companys commitment with our Contract Manufacturers for purchases over the next sixty days totaled $27.9 million, of
which we had recorded reserves of approximately $ 5.2 million(see Note 2). Adverse changes in our and our contract manufacturers calculations and assumptions concerning these purchase commitments may result in an increase to our vendor
obligations and increase our cost of revenue.



Warranty Provision



We also provide for estimated expenses for warranty
obligations as revenue is recognized. These estimates are based primarily on our historical experience with product failures, cost to repair and known identified product quality issues. Our historical warranty claims has been immaterial with actual
warranty claims representing less than 1% of our annual cost of sales. Future material changes in our product and component quality or significant increases in our warranty repair and replacement cost could require revisions to the estimated
warranty liability and could significantly increase our product costs, cause significant customer relations problems and reduce revenue.



Income Taxes



Significant management judgment is required in determining the provision for income taxes, deferred tax assets and liabilities and any valuation allowance
recorded against deferred tax assets. We are required to estimate our income taxes in each jurisdiction where



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we operate. This process involves estimating our actual current income tax expense together with assessing temporary differences resulting from items that
have different timing or treatment for income tax and financial accounting purposes. These differences result in deferred tax assets and liabilities, which are included in our consolidated balance sheet. At April 30, 2005 and January 31, 2005, our
net deferred tax assets equaled $95.3 million and $95.4 million, respectively, before any valuation allowance. This balance relates to temporary differences, such as the timing of revenue recognition and accrued expenses, depreciation methods, and
reserve accounts, as well as tax net operating loss and research and development credit carry-forwards.



A valuation allowance has been established against the entire net deferred tax asset. In evaluating the need for a valuation allowance, we assessed the
likelihood that our net deferred tax assets will be recovered from future taxable income. We have considered past operating losses, cumulative losses for financial accounting in recent years, estimated future taxable income and our ongoing prudent
and feasible tax planning strategies in assessing the need for a valuation allowance. After considering all available evidence, both positive and negative, management concluded, after applying the provisions of SFAS No. 109, that it is more likely
than not that we will not be able to realize our deferred tax assets in the future. The portion of the valuation allowance relating to the acquisitions of Nishan and Sanera is applied as an increase to the basis of other assets from the acquired
companies instead of a charge against net income.



We are
subject to audit by federal, state and foreign tax authorities. These audits may result in additional tax liabilities. We account for such contingent liabilities in accordance with SFAS No. 5, Accounting for Contingencies, and believe
that we have appropriately provided for taxes for all years. Several factors drive the calculation of our tax reserves including (i) the expiration of statutes of limitations, (ii) changes in tax law and regulations, and (iii) settlements with tax
authorities. Changes in any of these factors may result in adjustments to our reserves which could impact our reported financial results.



Valuation of Long-Lived Assets Including Goodwill and Purchased Intangible Assets



We have performed and will perform an annual impairment test for goodwill in accordance with SFAS No. 142, Goodwill
and Other Intangible Assets. This review is based on a comparison of the carrying value of our net assets including goodwill balances to the fair value of our net assets using the quoted market price of our common stock. We performed the 2005
impairment test during our first fiscal quarter and determined that no impairment loss should be recognized. In the event that business conditions change and our market value were to drop significantly below year-end levels, future tests may result
in a need to record a loss due to write down of the value of goodwill. At April 30, 2005, goodwill recorded in the consolidated balance sheet totaled $78.7 million.



We currently operate our business as a single solutions business and do not maintain separate cash flows or operating
margins on a segmented level. Future operating losses, deterioration of our business or segmentation of our operations in the future could also lead to impairment adjustments as such issues are identified.



Capitalized Software Development Costs



We capitalize certain software development costs in accordance with SFAS No.
86, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed (SFAS No. 86). Under SFAS No. 86, costs incurred to develop a computer software product are charged to research and development expenses as
incurred until technological feasibility has been established. We establish technological feasibility upon completion of a detailed program design or working model from which point all research and development costs for that project are capitalized
until the product is available for general release to customers. The establishment of technological feasibility and the ongoing assessment of recoverability of capitalized software development costs require considerable judgment by management with
respect to certain external factors, including, but not limited to, anticipated future revenues, estimated economic life of the products, or both.



Risk Factors



Risks Relating to Our Business



Changing Market Conditions and Increased Competitive Risks.



The market for our multi-protocol storage area networking (SAN) products and solutions has grown and will continue to become more competitive with (a) the entrance of competitors from the IP based switching market
into our SAN market, (b) pricing pressures resulting from this increase in competitive SAN networking products and solutions, (c) challenges to our direct-assist sales model with distribution through channels when our competitors engage end-user
customers directly or otherwise have the ability to drive end-user customer preference for SAN equipment through their traditional IP networking presence and relationships, and (d) anticipated competition from our own storage OEM partners through
their recent acquisitions of, or alliances with, competitive software management products and/or application providers that would utilize the intelligence in the network. As a result of these market changes, we anticipate continued lengthened sales
cycles and price erosion in an environment where storage OEM certification of our products may still be required for end-user customer acceptance. Given our direct-assist sales model with distribution through our channel partners, we are



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highly dependent upon our channel partners relationships with end-user customers to promote the value of our products. If our channel partners do not
promote the value of our products or competitors begin to control end-user customer preference, we may lose sales in key enterprise accounts that would materially adversely affect our revenues.



We are highly dependent on our OEM partners, especially EMC, and efforts by them to reduce
the prices of their suppliers may decrease our revenue and gross margins.



We are highly dependent on our OEM partners, especially EMC, and efforts by them to reduce the prices of their suppliers may decrease our revenue and gross margins. For example, given our concentration of sales with
EMC, and the revenue decline with EMC experienced during the fiscal year 2004, we may continue to experience decreases in sales revenue and gross margins that may lead us to be unprofitable. Moreover, the introduction of such new products and any
pending qualification and certification by our partners may stall sales of our existing products with end user customers. Given the dependencies on our limited number of OEM resellers combined with an increasingly competitive environment, we may
experience continued adverse price pressure at critical times near the end of the fiscal quarters.



We may not be able to successfully compete against existing or potential competitors.



The market for our multi-protocol SAN switching hardware and software products is highly competitive, especially with the entrance of competitors from the
IP based switch market. Our competitors are providing SAN switching hardware, service blades solutions and software that is multi-protocol capable (such as Fibre Channel over IP (FCIP), SCSI over Internet (iSCSI), Internet Fibre Channel (iFCP) and
InfiniBand). Our competitors in the this market include Brocade, CNT, Cisco, QLogic Corp., Emulex Corporation (which acquired Vixel Corporation), Broadcom Corporation (which acquired the assets of Gadzoox Networks), Veritas Software Corporation,
Fujitsu Softech and others, including storage hardware device providers. Given the market share gain by Cisco, other IP based switching companies such as Juniper, Extreme, Foundry and others may enter the market for multi-protocol SAN products. Many
of our competitors and potential competitors have longer operating histories, greater name recognition, access to larger customer bases, more established distribution channels and substantially greater financial and managerial resources than McDATA.
Given the highly competitive market, we anticipate continued lengthened sales cycles and continued downward pricing pressures. To be competitive, we may have to increase headcount in our direct-assist sales model and migrate to a direct end-user
customers touch and possibly to direct sales, which we may not be able to do successfully and which, in any case, will increase expenses. Continued or increased competition could result in pricing pressures, reduced sales, reduced margins, reduced
profits, reduced market share, further elongating of sales cycles, or the failure of our products to achieve or maintain market acceptance.



We incurred a substantial loss for the three months ended April 30, 2005 and for the fiscal years ended January 31, 2005 and January 31, 2004, and may not be
profitable in the future.



We incurred losses of $2.9
million, $20.9 million and $43.1 million, respectively, for the three months ended April 30, 2005 and for the fiscal years ended January 31, 2005 and January 31, 2004. Our future operating results will depend on many factors, including the growth of
the multi-protocol (Fibre Channel and IP) market, market acceptance of new products we introduce, demand for our products, levels of product and price competition and our reaching and maintaining targeted costs for our products. In addition, we
expect to incur continued significant product development, sales and marketing, and general and administrative expenses. We cannot provide assurance that we will generate sufficient revenue to achieve or sustain profitability.



The prices and gross margins of our products may decline, which would reduce our revenues
and profitability.



In response to changes in product mix,
competitive pricing pressures, increased sales discounts, introductions of new competitive products, product enhancements by our competitors, increases in manufacturing or labor costs or other operating expenses, we may experience declines in the
prices, gross margins and profitability. To maintain our gross margins we must maintain or increase current shipment volumes, develop and introduce new products and product enhancements and reduce the costs to produce our products. Moreover, most of
our expenses are fixed in the short-term or incurred in advance of receipt of corresponding revenue. As a result, we may not be able to decrease our spending to offset any unexpected shortfall in revenues. If this occurs, we could incur losses, and
our revenue, gross margins and operating results may be below our expectations and those of investors and stock market analysts.



We depend on two key distribution relationships for most of our revenue and the loss of either of them could significantly reduce our revenues.



We depend on EMC and IBM, for a significant portion of our total revenue.
Sales to EMC and IBM represented approximately 49% and 25%, respectively, of our revenue for the three months ended April 30, 2005. We anticipate that our future operating results will continue to depend heavily on sales to EMC and IBM. EMC and IBM
resell products offered by our competitors, and nothing restricts EMC and IBM from expanding those relationships in a manner that could be adverse to us. Therefore, the loss of either EMC and IBM as a customer, or a significant reduction in sales to
either EMC and IBM could significantly reduce our revenue. While we are aware that



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Dell sources some of our switch product through EMC, it is unclear whether this mitigates our dependency on EMC. Our product sales agreements with sales
partners do not provide for the purchase of a guaranteed minimum amount of product.



We currently have limited product offerings and must successfully introduce new products and product enhancements that respond to rapid technological changes and evolving industry standards.



For the three months ended April 30, 2005, we derived a significant portion
of our revenue from sales of our director-class Intrepid switch products. We expect that revenue from our director-class Intrepid products will continue to account for a substantial portion of our revenue for the foreseeable future. Factors such as
performance, market positioning, the availability and price of competing products, the introduction of new technologies and the success of our OEM, reseller and systems integrator customers will affect the market acceptance of our products.
Therefore, continued market acceptance of these products and their successor products, along with our Intrepid 10000 Director, are critical to our future success.



In addition, our future success depends upon our ability to address the changing needs of customers and to transition to new
technologies and industry standards. The introduction of competing products embodying new technologies or the emergence of new industry standards could render our products non-competitive, obsolete or unmarketable and seriously harm our market
share, revenue and gross margin. Risks inherent in transitions to new technology, industry standards and new protocols include the inability to expand production capacity to meet demand for new products, write-downs of our existing inventory due to
obsolescence, the impact of customer demand for new products or products being replaced, and delays in the introduction or initial shipment of new products. There can be no assurance that we will successfully manage these transitions.



We are currently developing products that contain untested devices and
subassemblies. As with any development, there are inherent risks should such devices or subassemblies require redesign or rework. In particular, in conjunction with the transition of our products from fibre channel to multi-protocol, 2 Gb to 4 Gb to
8 Gb to 10 Gb transmission speed technology, higher port densities, and advanced management capabilities, we will be introducing products with new features and functionality, such as our next generation director-class switch product, the Intrepid
10000 Director. We face risks relating to this product transition, including risks relating to getting storage and system OEMs to qualify such products, forecasting of demand, as well as possible product and software defects and a potentially
different sales and support environment due to the complexity of these new systems. Finally, if we fail to timely introduce new products, or to add new features and functions to existing products to compete against new entrants in the market, or if
there is no demand for these or our current products, our business could be seriously harmed.



Risks related to our recently announced acquisition.



In January 2005, we announced our intent to acquire Computer Network Technology Corporation (CNT). While management believes that such acquisitions are an integral part of the Companys long-term strategy, there
are risks and uncertainties related to acquiring companies. Once the CNT acquisition is completed, our success will depend upon retaining customers and existing contracts, integrating CNT and their products with McDATA, retaining critical employees
from CNT and ramping sales.



Our business is subject to risks from global
operations.



We conduct significant sales and customer
support operations in countries outside of the United States and also depend on non-U.S. operations of our contract manufacturers, and our distribution partners. Further, we utilize an India based firm, HCL Technologies to provide certain software
engineering services, and our virtualization chip supplier, Aarohi Communications, is also reliant on offshore engineering. We derived approximately 36% of our revenue for the three months ended April 30, 2005, from customers located outside of the
United States. We believe that our continued growth and profitability will require us to continue to expand marketing and selling efforts internationally. We have limited experience in marketing, distributing and supporting our products
internationally and may not be able to maintain or increase international market demand for our products. In addition, our international operations are generally subject to inherent risks and challenges that could harm our operating results,
including:



| |  |  | expenses associated with developing and customizing our products for foreign countries;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | difficulties in staffing and managing international operations, including reliance on third parties to manage certain aspects of our foreign operations, including hub inventory
locations;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | multiple, conflicting and changing governmental laws and regulations;
| | - |  | ---------------------------------------------------------------------



| |  |  | tariffs, quotas and other import or export restrictions, trade protection measures and other regulatory requirements on computer peripheral equipment;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | longer sales cycles for our products;
| | - |  | -------------------------------------



| |  |  | reduced or limited protections of intellectual property rights;
| | - |  | ---------------------------------------------------------------



| |  |  | adverse tax consequences, including imposition of withholding or other taxes on payments by subsidiaries and customers;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | compliance with international standards that differ from domestic standards;
| | - |  | ----------------------------------------------------------------------------



| |  |  | risks surrounding any product and software outsourcing activities in foreign countries; and
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | political, social and economic instability in a specific country or region.
| | - |  | ---------------------------------------------------------------------------



Any negative effects on our international business could harm our business, operating results and financial condition as a whole. To date, substantially
all of our international revenue or costs have been denominated in U.S. dollars. As a result, an increase in the value of the U.S. dollar relative to foreign currencies could make our products more expensive and thus less competitive in foreign
markets. A portion of our international revenue may be denominated in foreign currencies in the future, which will subject us to risks associated with fluctuations in those foreign currencies.



Unforeseen environmental costs could impact our future net earnings.



Some of our operations use substances regulated under various federal, state
and international laws governing the environment, including those governing the discharge of pollutants into the air and water, the management and disposal of hazardous substances and wastes and the cleanup of contaminated sites. Certain of our
products are subject to various federal, state and international laws governing chemical substances in electronic products. We could incur costs, fines and civil or criminal sanctions, loss of revenue, third-party property damage or personal injury
claims if we were to violate or become liable under environmental laws. The ultimate costs under environmental laws and the timing of these costs are difficult to predict.



The European Union has finalized the Waste Electrical and Electronic Equipment Directive, which makes producers of
electrical goods financially responsible for specified collection, recycling, treatment and disposal of past and future covered products. This directive must now be enacted and implemented by individual European Union governments (such legislation
together with the directive, the WEEE Legislation), and certain producers are to be financially responsible under the WEEE Legislation beginning in August 2005. In addition, the European Parliament has enacted a requirement for the
elimination or reduction of hazardous substances (RoHS). This legislation governs the recovery of such substances as mercury, lead, cadmium, and hexavalent cadmium. We are currently reviewing the applicability of WEEE and RoHS Legislation to our
electronic products. Accordingly, we cannot currently estimate the extent of increased costs resulting from the WEEE and RoHS Legislation. Similar legislation may be enacted in other geographies, including federal and state legislation in the United
States, the cumulative impact of which could be significant costs.



Increased international political instability may decrease customer purchases, increase our costs and disrupt our business.



Increased international political instability as demonstrated by the September 11, 2001 terrorist attacks, disruption in air transportation and enhanced
security measures as a result of the terrorist attacks and increasing tension in the Middle East, may hinder our ability to do business and may increase our costs. Additionally, this increased instability may, for example, negatively impact the
capital markets and the reliability and cost of transportation and adversely affect our ability to obtain adequate insurance at reasonable rates or require us to incur costs for extra security precautions for our operations. In addition, to the
extent that air transportation is delayed or disrupted, the operations of our contract manufacturers and suppliers may be disrupted, particularly if shipments of components and raw materials are delayed. If this international political instability
continues or increases, our business and results of operations could be seriously harmed and we may not be able to obtain financing in the capital markets.



Risks related to internal controls.



Public companies in the United States are required to review their internal controls under the Sarbanes-Oxley Act of 2002. It should be noted that any
system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about
the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how
remote. If the internal controls put in place by us are not adequate or in conformity with the requirements of the Sarbanes-Oxley Act of 2002, and the rules and regulations promulgated by the Securities and Exchange Commission, we may be forced to
restate our financial statements and take other actions which will take significant financial and managerial resources, as well as be subject to fines and other government enforcement actions.



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If we are unable to adequately protect our intellectual property, we may not be able to compete effectively.



We rely on a combination of patent, copyright, trademark
and trade secret laws and restrictions on disclosure to protect our intellectual property rights. We also enter into confidentiality and/or license agreements with our employees, consultants and corporate partners. Despite our efforts to protect our
proprietary rights, unauthorized parties may copy or otherwise obtain and use our products or technology. Monitoring unauthorized use of our products is difficult and we may not be aware that someone is using our rights without our authorization. In
addition, the steps we have taken, and those we may take in the future, may not prevent unauthorized use of our technology, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States. We
may be a party to intellectual property litigation in the future, either to protect our intellectual property or as a result of alleged infringements of others intellectual property.



These or other claims and any resulting litigation or arbitration could
subject us to significant costs, liability for damages or could cause our proprietary rights to be invalidated or deemed unenforceable, which could allow third parties to use our rights without reservation. Litigation or arbitration, regardless of
the merits of the claim or outcome, would likely be time consuming and expensive to resolve and would divert management time and attention. Any potential intellectual property litigation filed against us could also force us to do one or more of the
following:



| |  |  | stop using the challenged intellectual property or selling our products or services that incorporate it;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | obtain a license to use the challenged intellectual property or to sell products or services that incorporate it, which license may not be available on reasonable terms, or at all;
and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | redesign those products or services that are based on or incorporate the challenged intellectual property.
| | - |  | ----------------------------------------------------------------------------------------------------------



If we are forced to take any of these actions, we may be unable to
manufacture and sell our products, our customer relationships would be seriously harmed and our revenue would be reduced.



The multi-protocol SAN market in which we compete is still developing, and if this market does not continue to develop and expand as we anticipate, our business will
suffer.



The market for multi-protocol SAN and related
products is still developing and continues to evolve. Because this market is relatively new, it is difficult to predict its potential size or future growth rate. Potential end-user customers who have invested substantial resources in their existing
data storage and management systems may be reluctant or slow to adopt a new approach, like multi-protocol SANs. Our success in generating net revenue in this developing market will therefore depend on, among other things, our ability to:



| |  |  | educate potential OEMs, reseller and systems integrator customers and end users about the benefits and the use of our products in the SAN environment; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | predict, develop and base our products on standards that ultimately become industry standards.
| | - |  | ----------------------------------------------------------------------------------------------



Accordingly, because substantially all of our revenues are derived from our Fibre Channel SAN solutions, our ability to
provide multi-protocol and multi-capable products and solutions is critical to our future success and delays or a failure to provide such products and solutions could have a material adverse effect on our revenue and operations.



If we fail to optimize our distribution channels and manage our distribution
relationships, our revenue or operating results could be significantly reduced. Our competitors may sell their products directly to end-user customers.



Our success will depend on our continuing ability to develop and manage relationships with significant OEMs, resellers and systems integrators, as well as
on the sales efforts and success of these customers. We cannot provide assurance that we will be able to expand our distribution channels or manage our distribution relationships successfully or that our customers will market our products
effectively. Our failure to expand our distribution channels or manage successfully our distribution relationships or the failure of our OEM and reseller customers to sell our products could reduce our revenue and operating results. Moreover, to the
extent our competitors sell directly to end-user customers, we may not be able to compete given the lack of a direct sales force and the current inability to directly provide first and second level customer support. If this occurs, we may need to
substantially invest in a direct sales force and direct customer support which would increase our expenses.



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We are dependent on a single or limited number of suppliers for certain key components of our products, and the
failure of any of those suppliers to meet our production needs could seriously harm our ability to manufacture our products, result in delays in the delivery of our products and harm our revenue.



We currently purchase several key components from single or limited sources.
We purchase application specific integrated circuits (ASICs), special purpose processors and power supplies from single sources, and gigabit interface converters and optic transceivers from limited sources. Additional sole or limited sourced
components may be incorporated into our products in the future. Delays in the delivery of components for our products could result in delays or the inability to meet our customers demands and result in decreased revenue. We do not have any
long-term supply contracts to ensure sources of supply of components. In addition, our suppliers may enter into exclusive arrangements with our competitors, stop selling their products or components to us at commercially reasonable prices or refuse
to sell their products or components to us at any price, which could harm our operating results. Further, we have purchased components from our suppliers from time to time that have been subsequently found not to meet the suppliers published
specifications. If our suppliers are unable to provide (or we are unable otherwise to obtain) components for our products on the schedule and in the quantities and quality we require, we will be unable to manufacture our products. We have
experienced and may continue to experience production delays and quality control problems with certain of our suppliers, which, if not effectively managed, could prevent us from satisfying our production requirements. If we fail to effectively
manage our relationships with these key suppliers, or if our suppliers experience delays, disruptions, capacity constraints or quality control problems in their manufacturing operations, our ability to manufacture and ship products to our customers
could be delayed, and our competitive position, reputation, business, financial condition and results of operations could be seriously harmed.



The loss of our contract manufacturers, or the failure to forecast demand accurately for our products or to manage our relationship with our contract manufacturers
successfully, would negatively impact our ability to manufacture and sell our products.



We rely on Sanmina SCI, Inc. (SSCI), Solectron Corporation, IBM and LSI Logic, together our contract manufacturers, to manufacture our products. Our contract manufacturers are not obligated to supply products to us
for any specific period, or in any specific quantity, except as may be provided in a particular purchase order. In addition, our contract manufacturers do not guarantee that adequate capacity will be available to us within the time required to meet
additional demand for our products. We generally place forecasts for products with our contract manufacturers approximately four to five months prior to the anticipated delivery date, with order volumes based on forecasts of demand for our products.
We generally place purchase orders sixty calendar days in advance of delivery. If we fail to forecast demand for our products accurately, we may be unable to obtain adequate manufacturing capacity from our contract manufacturers to meet our
customers delivery requirements or unexpected increases in customer purchase orders. As a result, we may not be able to benefit from any incremental demand and could lose customers. If we over-estimate demand for our product, we may accumulate
excess inventories and obligations to our contract manufacturers under binding purchase orders in excess of our needs. At April 30, 2005, our commitment with our contract manufacturers for purchases and anticipated transformation costs over the next
sixty days totaled approximately $27.9 million.



In addition,
we coordinate our efforts with those of our component suppliers and contract manufacturers in order to rapidly achieve volume production. We have experienced and may continue to experience production delays and quality control problems with certain
of our suppliers and with our contract manufacturers, which, if not effectively managed, could prevent us from satisfying our production requirements on a timely basis and could harm our customer relationships. If we should fail to manage
effectively our relationships with our component suppliers or contract manufacturers, or if any of our suppliers or our manufacturers experience delays, disruptions, capacity constraints or quality control problems in their manufacturing operations,
our ability to ship products to our customers could be delayed, and our competitive position and reputation could be harmed. Qualifying a new contract manufacturer and commencing volume production can be expensive and time consuming. If we are
required to change or choose to change contract manufacturers, we may lose significant revenue and seriously damage our customer relationships.



The potential continuation of a general economic slowdown may significantly reduce expenditures on information technology infrastructure.



Unfavorable general economic conditions over the last 4 plus years have had
a pronounced negative impact on information technology, or IT, spending. Demand for SAN products in the enterprise-class sector may continue to be adversely impacted as a result of the weakened economy and because larger businesses have begun to
focus on more efficiently using their existing IT infrastructure rather than making new equipment purchases. This in turn may decrease the demand for our SAN products. If there are further reductions in either domestic or international IT
expenditure, or if IT expenditure does not increase from current levels, our revenues, operating results and financial condition may be materially adversely affected.



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Failure to manage expansion effectively could seriously harm our business, financial condition and prospects.



Our ability to successfully implement our business plan,
develop and offer products, and manage expansion in a rapidly evolving market requires a comprehensive and effective planning and management process. We continue to increase the scope of our operations domestically and internationally. In addition,
in September 2003, we acquired Sanera and Nishan, which significantly increased the size of our operations. Our growth in business and relationships with customers and other third parties has placed, and will continue to place, a significant strain
on management systems, resources, intercompany communication and coordination. As we grow, our failure to maintain and to continue to improve upon our operational, managerial and financial controls, reporting systems, processes and procedures,
and/or our failure to continue to expand, train, and manage our work force worldwide, could seriously harm our business and financial results.



If we fail to successfully develop the McDATA brand, our revenue may not grow.



Our name is not widely recognized as a brand in the marketplace given our indirect sales model. We believe that establishing
and maintaining the McDATA brand is a critical component in maintaining and developing strategic OEM, reseller and systems integrator relationships, and the importance of brand recognition will increase as the number of vendors of competitive
products increases. Our failure to successfully develop our brand may prevent us from expanding our business and growing our revenue. Similarly, if we incur excessive expenses in an attempt to promote and maintain the McDATA brand, our business,
financial condition and results of operations could be seriously harmed.



Undetected software or hardware defects in our products could result in loss of or delay in market acceptance of our products and could increase our costs or reduce our revenue.



Our products may contain undetected software or hardware errors when first
introduced or when new versions are released. Our products are complex, and we have from time to time detected errors in existing products. In addition, our products are combined with products from other vendors. As a result, should problems occur,
it might be difficult to identify the source of the problem. These errors could result in a loss of or delay in market acceptance of our products, cause delays in delivering our products or meeting customer demands and would increase our costs,
reduce our revenue and cause significant customer relations problems. Errors could also result in the need for us to upgrade existing products at customer locations, which would increase our costs or cause significant customer relations problems.



We are a defendant in a class action lawsuit and we may be subject to
further litigation in the future which could seriously harm our business.



As more fully set forth in Note 11 to our Consolidated Financial Statements, we are a defendant in a consolidated securities class action know as In Re Initial Public Offering Securities Litigation (SDNY). We
may become subject to additional class action litigation following a period of volatility in the market price of our common stock. Securities class action litigation results in substantial costs and diverts the attention of management and our
resources and seriously harms our business, financial condition and results of operations.



Our change of fiscal year may not result in more predictable quarterly earnings.



Historically, our quarterly operating results have depended on our performance in the later part of each calendar quarter, when a large percentage of our
product shipments typically occur. This fluctuation has made consistent quarter-to-quarter performance and revenue forecasting difficult. We have adopted a number of measures to address this issue, including changing our fiscal year end to January
31, rather than December 31. We cannot be certain that changing our fiscal year or adopting other measures will result in product shipments occurring more evenly during each quarter, resulting in consistent quarter-to-quarter performance or
improving revenue forecasts.



Additional factors that affect us
and which could cause our revenue and operating results to vary in future periods include:



| |  |  | the size, timing, terms and fluctuations of customer orders, particularly large orders from EMC, IBM or HDS;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | pricing discussions late in a quarter and a limited capability to ramp shipments near the end of that quarter;
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | our ability to attain and maintain market acceptance of our products;
| | - |  | ---------------------------------------------------------------------



| |  |  | seasonal fluctuations in customer buying patterns;
| | - |  | --------------------------------------------------



| |  |  | the timing of the introduction of or enhancement to, products by us, our significant OEM or reseller customers or our competitors (e.g., transition to higher speed, higher port
density and multi-protocol products);
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | our ability to obtain sufficient supplies of single- or limited-source components of our products; and
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | increased operating expenses, particularly in connection with our strategies to increase customer touch and purchase preference for our products or to invest in research and
development.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our uneven sales pattern makes it
difficult for our management to predict near-term demand and adjust manufacturing capacity. Further, our OEM and reseller partners may purchase certain of our products ahead of end-user customer demand, which could reduce subsequent purchases by
those partners. Accordingly, if orders for our products vary substantially from the predicted demand, our ability to assemble, test and ship orders received in the last weeks and days of each quarter may be limited, which could seriously harm
quarterly revenue or earnings. Moreover, an unexpected decline in revenue without a corresponding and timely reduction in expenses could intensify the impact of these factors on our business, financial condition and results of operations.



The sales cycle for our products is long, and we may incur substantial
non-recoverable expenses and devote significant resources to prospects that do not produce revenues in the foreseeable future or at all.



Our OEMs, reseller and systems integrator customers typically conduct significant evaluation, testing, implementation and quality acceptance procedures
before they begin to market and sell new solutions that include our products. This evaluation process is lengthy and may extend up to one year or more. This process is complex and may require significant sales, marketing and management efforts on
our part. This process becomes more complex as we simultaneously qualify our products with multiple customers. As a result, we may expend significant resources to develop customer relationships before we recognize revenue, if any, from these
relationships. Products that are not qualified by storage and system OEMs and resellers, may not gain market acceptance. Our OEM and reseller customers have multiple sources for products similar to ours, and as such, may not qualify our products for
any number of reasons.



We may engage in future acquisitions that dilute our
stockholders ownership and cause us to use cash, incur debt or assume contingent liabilities.



As part of our strategy, from time to time we expect to review opportunities to buy other businesses or technologies that would complement our current
products, expand the breadth of our markets or enhance our technical capabilities, or that may otherwise offer growth opportunities. We may buy businesses, products or technologies in the future. In the event of any future purchases, we could:



| |  |  | issue stock that would dilute our current stockholders percentage ownership;
| | - |  | -----------------------------------------------------------------------------



| |  |  | use cash, which may result in a reduction of our liquidity;
| | - |  | -----------------------------------------------------------



| |  |  | incur debt; or
| | - |  | --------------



| |  |  | assume liabilities.
| | - |  | -------------------



These purchases also involve numerous risks, including:



| |  |  | problems combining and integrating the purchased operations, technologies, personnel or products;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | unanticipated costs;
| | - |  | --------------------



| |  |  | diversion of managements attention from our core business;
| | - |  | -----------------------------------------------------------



| |  |  | adverse effects on existing business relationships with suppliers and customers;
| | - |  | --------------------------------------------------------------------------------



| |  |  | risks associated with entering markets in which we have no or limited prior experience; and
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | potential loss of key employees of acquired organizations.
| | - |  | ----------------------------------------------------------



We may not be able to successfully integrate any businesses, products, technologies or personnel that we might acquire in the future. In addition,
technology acquisitions of start-up companies could result in one-time charges related to acquisition costs, severance costs, employee retention costs and in-process research and development.



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We may require, or could elect, to seek additional funding.



Our future capital requirements will depend on many factors, including our
rate of revenue growth, the timing and extent of spending to support development of new products and expansion of sales and marketing, the timing of new product introductions and enhancements to existing products, any acquisitions of businesses, and
market acceptance of our products. With changes in operating and industry expectations, we could require, or could elect, to seek additional funding including accessing the equity and debt markets.



If we become subject to unfair hiring claims, we could incur substantial costs in
defending ourselves.



Companies in our industry whose
employees accept positions with competitors frequently claim that their competitors have engaged in unfair hiring practices or that employees have misappropriated confidential information or trade secrets. Because we often seek to hire individuals
with relevant experience in our industry, we may be subject to claims of this kind or other claims relating to our employees in the future. We could incur substantial costs in defending ourselves or our employees against such claims, regardless of
their merits. In addition, defending ourselves or our employees from such claims could divert the attention of our management away from our operations.



Our products must comply with governmental regulation.



In the United States, our products comply with various regulations and standards defined by the Federal Communications Commission and Underwriters
Laboratories. Internationally, products that we develop will be required to comply with standards established by authorities in various countries. In the last several years, the European Union (EU) has adopted a number of initiatives (WEEE, RoHS,
etc.) related to equipment emissions, electronic waste, privacy of information and expanded consumer warranties. Failure to comply with existing or evolving industry standards or to obtain timely domestic or foreign regulatory approvals or
certificates could seriously harm our business.



Provisions in our charter
documents, our rights agreement and Delaware law could prevent or delay a change in control of McDATA and may reduce the market price of our common stock.



Provisions of our certificate of incorporation, by-laws and rights agreement may discourage, delay or prevent a merger, acquisition or other business
combination that a stockholder may consider favorable. These provisions include:



| |  |  | authorizing the issuance of preferred stock without stockholder approval;
| | - |  | -------------------------------------------------------------------------



| |  |  | providing for a classified board of directors with staggered three year terms;
| | - |  | ------------------------------------------------------------------------------



| |  |  | limiting the persons who may call special meetings of stockholders;
| | - |  | -------------------------------------------------------------------



| |  |  | requiring super-majority voting for stockholder action by written consent;
| | - |  | --------------------------------------------------------------------------



| |  |  | establishing advance notice requirements for nominations for election to the board of directors and for proposing other matters that can be acted on by stockholders at stockholder
meetings;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | prohibiting cumulative voting for the election of directors;
| | - |  | ------------------------------------------------------------



| |  |  | requiring super-majority voting to effect certain amendments to our certificate of incorporation and by-laws; and
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | requiring parties to request board approval prior to acquiring 15% or more of the voting power of our common stock to avoid economic and voting dilution of their stock holdings.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We are incorporated in Delaware and certain
provisions of Delaware law may also discourage, delay or prevent someone from acquiring or merging with us, which may cause the market price of our common stock to decline.



Our stock price is volatile.



The market price of our common stock has been volatile. Because we are a technology company, the market price of our common stock is usually subject to
similar volatility and fluctuations that occur in our sector and to our competitors. This volatility is often unrelated or disproportionate to the operating performance of our company and, as a result, the price of our common stock could fall
regardless of our performance.



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Risks Related to Our Relationship With EMC



We have entered into agreements with EMC that, due to our prior parent-subsidiary relationship, may contain terms less beneficial to us
than if they had been negotiated with unaffiliated third parties.



In October 1997, and in connection with the reorganization of our business, we entered into certain agreements with EMC relating to our business relationship with EMC. In addition, we have entered into agreements with EMC relating to our
relationship with EMC after the completion of our initial public offering in August 2000 and the distribution by EMC of our Class A common stock in February 2001. We have also entered into an OEM Purchase and License Agreement with EMC that governs
EMCs purchases of our products and grants EMC rights to use, support and distribute software for use in connection with these products. The agreement does not provide for the purchase of a guaranteed minimum amount of product. These agreements
were negotiated and made in the context of our prior parent-subsidiary relationship. As a result, some of these agreements may have terms and conditions, including the terms of pricing, that are less beneficial to us than agreements negotiated with
unaffiliated third parties. Sales and services revenue pursuant to these agreements with EMC represented approximately 49% of our revenue for the three months ended April 30, 2005. In addition, in some instances, our ability to terminate these
agreements is limited, which may prevent us from being able to negotiate more favorable terms with EMC or from entering into similar agreements with third parties.



Provisions of our agreements with EMC relating to our relationship with EMC after the distribution of our Class A common stock to
EMCs stockholders may prevent a change in control of our company.



Under the terms of the May 2000 Master Confidential Disclosure and License Agreement between EMC and us, EMC has granted us a license to then existing EMC patents and we granted to EMC a license to then existing
McDATA patents. If we are acquired, our acquirer will retain this license as long as our acquirer grants to EMC a license under all of the acquirers patents for all products licensed under the agreement under the same terms as the license we
have granted to EMC under the agreement. The potential loss of the license from EMC under this agreement could decrease our attractiveness as an acquisition target.



|ITEM 3. | Quantitative and Qualitative Disclosures about Market Risks
|------- | -----------------------------------------------------------



We are exposed to market risk, primarily from changes in interest rates, foreign currency exchange rates and credit risks.



Interest Rate Risk



We earn interest income on both our cash and cash equivalents and our investment portfolio. Our investment portfolio
consists of readily marketable investment-grade debt securities of various issuers and maturities ranging primarily from overnight to three years. All investments are denominated in U.S. dollars and are classified as available for sale.
These instruments are not leveraged, and are not held for trading purposes. As interest rates change, the amount of realized and unrealized gain or loss on these securities will change. The quantitative and qualitative disclosures about market risk
are discussed in Item 7A Qualitative and Quantitative Disclosure About Market Risk, contained in our Form 10-K for fiscal year 2004.



Our convertible subordinated debt is subject to a fixed interest rate and the notes are based on a fixed conversion ratio into Class A common stock. In
July 2003, the Company entered into an interest-rate swap agreement with a notional amount of $155.3 million that has the economic effect of modifying the fixed interest obligations associated with the notes so that the interest payable on the
majority of the notes effectively becomes variable based on the six-month London Interbank Offered Rate (LIBOR) minus 152 basis points. If interest rates on this variable rate debt were to increase or decrease, our annual interest expense would
increase or decrease accordingly. This increased or decreased interest expense would be partially offset by the effects of these interest rate changes on our cash and investment portfolio. The notes are not listed on any securities exchange or
included in any automated quotation system; however, the notes are eligible for trading on the PortalSM Market. On April 30, 2005, the approximate bid price per $100 of our notes was $78.00 and the approximate ask price of our Notes was $79.00,
resulting in an aggregate fair value of between $134.6 million and $136.3 million. Our Class A common stock is quoted on the Nasdaq National Market under the symbol, MCDTA. On June 3, 2005, the last reported sale price of our Class A
common stock on the Nasdaq National Market was $3.95 per share.



Foreign
Currency Exchange Risk



We operate sales and support
offices in several countries. All of our sales contracts have been denominated in U.S. dollars, therefore our transactions in foreign currencies are limited to operating expense transactions. Due to the limited nature and amount of these
transactions, we do not believe we have had or will have material exposure to foreign currency exchange risk.



Credit Risk



Financial
instruments, which potentially subject us to concentrations of credit risk, consist principally of temporary cash investments, investments and trade receivables. We place our temporary cash investments and investment securities in primarily



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investment grade instruments and limit the amount of investment with any one financial institution. We evaluate the credit risk associated with each of our
customers, including our largest customers, EMC and IBM, but generally do not require collateral. We depend on these two customers for most of our total revenue. They also comprise a significant portion of our trade receivables and, therefore,
expose us to a concentration of credit risk.



In conjunction
with the issuance of our convertible subordinated notes, we also entered into share option transactions on our Class A common stock with Bank of America, N.A. and /or certain of its affiliates. Subject to the movement in our Class A common stock
price, we could be exposed to credit risk arising out of net settlement of these options in our favor. Based on our review of the possible net settlements and the credit strength of Bank of America, N.A. and its affiliates, we have concluded that we
do not have a material exposure to credit risk as a result of these share option transactions.



In July 2003, we entered into an interest-rate swap agreement with JPMorgan Chase Bank (JPMorgan). Subject to the movement in interest rates, we could be exposed to credit risk arising out of net interest payments due
to us from JPMorgan. Based on our review of the possible movement in interest rates and the credit strength of JPMorgan, we have concluded that we do not have a material exposure to credit risk as a result of this interest-rate swap.



|ITEM 4. | Controls and Procedures
|------- | -----------------------



Evaluation of Disclosure Controls and Procedures  McDATAs Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of
McDATAs disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Securities Exchange Act) as of the end of the period covered by this report, have concluded that, based on the evaluation of these controls and
procedures, the Companys disclosure controls and procedures were effective.



Changes in Internal Control Over Financial Reporting  McDATAs management, with the participation of McDATAs Chief Executive Officer and Chief Financial Officer, has evaluated whether any change in the Companys
internal control over financial reporting occurred during the first quarter of fiscal 2005. Based on that evaluation, management concluded that there has been no change in McDATAs internal control over financial reporting during the first
quarter of fiscal 2005 that has materially affected, or is reasonably likely to materially affect, McDATAs internal control over financial reporting.



PART II  OTHER INFORMATION



|ITEM 1. | Legal Proceedings
|------- | -----------------



From time to time, we become involved in various lawsuits and legal proceedings that arise in the normal course of business. Litigation is subject to
inherent risks and uncertainties and an adverse result in any matter may harm our business, financial condition or results of operations. In the opinion of management and except as otherwise noted, the ultimate disposition of any of the claims
described herein are not expected to have a material adverse effect on our consolidated results of operations, financial position or cash flow. Please see Note 11 of the Condensed Consolidated Financial Statements for a description of the litigation
matters.



|ITEMS 2, | 3 and 5 are not applicable and have been omitted.
|-------- | -------------------------------------------------



|ITEM 4. | Submission of Matters to A Vote of Security Holders
|------- | ---------------------------------------------------



A special meeting of the Companys stockholders was held on May 24, 2005 to primarily approve the issuance of McDATA Class A common stock related to
the acquisition of CNT. The acquisition of CNT was approved on May 24, 2005 and the acquisition closed on June 1, 2005. Each share of McDATA Class A common stock receives one vote per share and each share of McDATA Class B common stock receives
one-tenth of a vote per shares. Shares of McDATA Class A common stock and shares of McDATA Class B common stock vote as a single class. Each proposal required an affirmative vote of holders of a majority of votes cast. Set forth below are the
results of the three proposals presented to shareholders at the May 24, 2005 shareholder meeting.



|                                                                                                                                                                                      |  |                 |  |            |  |                  |  |                 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- |  | ---------- |  | ---------------- |  | ----------------
|                                                                                                                                                                                      |  | Number of Votes |  |           
|Proposal                                                                                                                                                                              |  | For             |  | Against    |  | Abstain/Withhold |  | Broker Non-Votes
|Proposal 1  To approve the issuance of 1.3 shares of McDATA Class A common stock for each outstanding share of CNT common
stock                                                      |  | 43,528,476      |  | 3,587,682  |  | 1,258,404        |  | N/A             
|                                                                                                                                                                                      |  |                 |  |           
|Proposal 2  To approve an amendment to the 2001 McDATA Equity Incentive Plan to increase the authorized number of shares of common stock
issuable under the plan by 3 million shares |  | 37,179,276      |  | 11,138,228 |  | 57,056           |  | N/A             
|                                                                                                                                                                                      |  |                 |  |           
|Proposal 3  To approve an amendment to the 2001 McDATA Equity Incentive Plan to allow for options and equity awards to be awarded in
McDATA Class A common stock                     |  | 29,497,563      |  | 18,789,627 |  | 87,371           |  | N/A             



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Consequently, all proposals were approved by stockholders. Since these were non-routine matters under the
applicable NASD rules, broker non-votes are not counted as votes cast.



|ITEM 6. | Exhibits
|------- | --------



|(a) | Exhibits filed for the Company through the filing of this Form 10-Q.
|--- | --------------------------------------------------------------------



|        |   |  |                                                                                                      
|------- | - |  | -----------------------------------------------------------------------------------------------------
|        |  
|10.15.3 | + |  | Manufacturing Services Agreement dated April 14, 2005 between Sanmina-SCI Corporation and the Company
|        |  
|31.1    |   |  | Certification of Chief Executive Officer                                                             
|        |  
|31.2    |   |  | Certification of Chief Financial Officer                                                             
|        |  
|32      |   |  | Certification of Chief Executive Officer and Chief Financial Officer                                 

---

|+ | Portion of this exhibit have been omitted and filed separately with the SEC pursuant to an order or a request for confidential treatment.
|- | -----------------------------------------------------------------------------------------------------------------------------------------



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SIGNATURE



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.



McDATA CORPORATIONBy:

/s/ ERNEST J. SAMPIASErnest J. SampiasSenior Vice President of Finance and Chief Financial Officer




June 6, 2005



34