##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-Q
      (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    December 30, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number 0-23298
      QLogic Corporation
 (Exact name of registrant as
    specified in its charter)
  Delaware

33-0537669(State of
    incorporation)

(I.R.S. Employer
    Identification No.)  26650 Aliso Viejo Parkway
 Aliso Viejo, California 92656
 (Address of principal executive
    office and zip code)
  (949) 389-6000
 (Registrants telephone
    number, including area code)
       þ o
  Rule 12b-2
  þ o o
  Rule 12b-2
 o þ




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##### 



QLOGIC
    CORPORATION
  INDEX
   
 PagePART I. FINANCIAL INFORMATIONItem 1.


Financial Statements:Condensed Consolidated Balance Sheets at
    December 30, 2007 and April 1, 2007


1Condensed Consolidated Statements of Income for
    the three and nine months ended December 30, 2007 and
    December 31, 2006


2Condensed Consolidated Statements of Cash Flows
    for the nine months ended December 30, 2007 and
    December 31, 2006


3Notes to Condensed Consolidated Financial
    Statements


4Item 2.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


10Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


21Item 4.


Controls and Procedures


22PART II. OTHER INFORMATIONItem 1A.


Risk Factors


23Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


34Item 6.


Exhibits


34Signatures


35EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32   i




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##### Table of Contents



PART I.

FINANCIAL INFORMATION Item 1.
    Financial
    Statements  QLOGIC
    CORPORATION
  CONDENSED CONSOLIDATED BALANCE SHEETS
  December 30,


April 1,2007


2007(Unaudited; In thousands, except share and per share
    amounts)ASSETSCurrent assets:Cash and cash equivalents

$
140,780


$
76,804Short-term marketable securities


237,661



467,118Accounts receivable, less allowance for doubtful accounts of
    $1,085 and $1,075 as of December 30, 2007 and April 1,
    2007, respectively


75,634



73,538Inventories


31,215



38,935Deferred tax assets


36,341



27,866Other current assets


11,558



12,892Total current assets


533,189



697,153Property and equipment, net


95,544



90,913Goodwill


118,734



102,910Purchased intangible assets, net


40,816



55,093Deferred tax assets


20,236



49Other assets


10,133



25,241$
818,652


$
971,359LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
33,519


$
29,280Accrued compensation


25,311



34,483Accrued taxes


22,451



15,729Deferred revenue


10,108



7,368Other current liabilities


6,744



7,674Total current liabilities


98,133



94,534Accrued taxes


45,209



Deferred tax liabilities






2,294Other liabilities


5,289



Total liabilities


148,631



96,828Subsequent event (Note 6)Stockholders equity:Preferred stock, $0.001 par value; 1,000,000 shares
    authorized; no shares issued and outstanding






Common stock, $0.001 par value; 500,000,000 shares
    authorized; 199,328,000 and 197,907,000 shares issued at
    December 30, 2007 and April 1, 2007, respectively


199



198Additional paid-in capital


647,021



608,515Retained earnings


1,062,173



988,728Accumulated other comprehensive income (loss)


(1,017
)


169Treasury stock, at cost; 64,136,000 and 42,490,000 shares
    at December 30, 2007 and April 1, 2007, respectively


(1,038,355
)


(723,079
)Total stockholders equity


670,021



874,531$
818,652


$
971,359    1




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##### Table of Contents



QLOGIC
    CORPORATION
  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
  Three Months Ended


Nine Months EndedDecember 30,


December 31,


December 30,


December 31,2007


2006


2007


2006(Unaudited; In thousands, except per share amounts)Net revenues

$
158,040


$
157,611


$
438,143


$
439,601Cost of revenues


52,237



50,698



152,113



139,774Gross profit


105,803



106,913



286,030



299,827Operating expenses:Engineering and development


33,174



34,003



100,916



99,542Sales and marketing


20,292



21,586



62,104



64,095General and administrative


8,260



7,238



25,250



23,274Special charges










3,772



Purchased in-process research and development














1,910Total operating expenses


61,726



62,827



192,042



188,821Operating income


44,077



44,086



93,988



111,006Interest and other income, net


4,866



5,646



16,885



18,332Income before income taxes


48,943



49,732



110,873



129,338Income taxes


17,073



14,278



37,428



42,361Net income

$
31,870


$
35,454


$
73,445


$
86,977Net income per share:Basic

$
0.23


$
0.22


$
0.51


$
0.55Diluted

$
0.23


$
0.22


$
0.50


$
0.54Number of shares used in per share calculations:Basic


136,836



158,532



144,932



159,516Diluted


137,421



160,760



145,614



161,161    2




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##### Table of Contents



QLOGIC
    CORPORATION
  CONDENSED CONSOLIDATED STATEMENTS OF CASH
    FLOWS
  Nine Months EndedDecember 30,


December 31,2007


2006(Unaudited; In thousands)Cash flows from operating activities:Net income

$
73,445


$
86,977Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


22,842



19,053Stock-based compensation


24,249



22,546Acquisition-related:Amortization of purchased intangible assets


13,107



7,851Stock-based compensation


568



7,809Purchased in-process research and development






1,910Deferred income taxes


(12,472
)


(14,643
)Provision for losses on accounts receivable


190



(55
)Loss on disposal of property and equipment


1,121



163Changes in operating assets and liabilities, net of acquisitions:Accounts receivable


(2,286
)


(14,197
)Inventories


7,720



(2,915
)Other assets


2,053



1,109Accounts payable


3,813



(2,777
)Accrued compensation


(7,108
)


(1,443
)Accrued taxes


33,329



5,686Deferred revenue


2,740



2,983Other liabilities


(756
)


629Net cash provided by operating activities


162,555



120,686Cash flows from investing activities:Purchases of marketable securities


(120,923
)


(240,441
)Sales and maturities of marketable securities


348,387



313,644Additions to property and equipment


(22,460
)


(23,666
)Acquisition of businesses, net of cash acquired


67



(142,383
)Restricted cash placed in escrow






(24,000
)Restricted cash received from escrow






12,508Net cash provided by (used in) investing activities


205,071



(104,338
)Cash flows from financing activities:Proceeds from issuance of stock under stock plans


11,262



31,063Tax benefit from issuance of stock under stock plans


364



6,288Payoff of line of credit assumed in acquisition






(1,632
)Purchase of treasury stock


(315,276
)


(85,616
)Net cash used in financing activities


(303,650
)


(49,897
)Net increase (decrease) in cash and cash equivalents


63,976



(33,549
)Cash and cash equivalents at beginning of period


76,804



125,192Cash and cash equivalents at end of period

$
140,780


$
91,643    3




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##### Table of Contents



QLOGIC
    CORPORATION
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  Note 1.
    Basis of
    Presentation  Form 10-K
    Note 2.
    Acquisitions
    and Dispositions        Note 3.
    Inventories    December 30,


April 1,2007


2007(In thousands)Raw materials

$
9,102


$
5,937Finished goods


22,113



32,998$
31,215


$
38,935   Note 4.
    Marketable
    Securities   4




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##### Table of Contents



QLOGIC
    CORPORATION
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Note 5.
    Purchased
    Intangible Assets    December 30, 2007


April 1, 2007Gross





Net


Gross





NetCarrying


Accumulated


Carrying


Carrying


Accumulated


CarryingValue


Amortization


Value


Value


Amortization


Value(In thousands)Acquisition-related intangibles:Core/developed technology

$
51,500


$
18,454


$
33,046


$
54,300


$
11,138


$
43,162Customer relationships


9,700



3,772



5,928



10,400



1,581



8,819Other


775



374



401



1,400



322



1,07861,975



22,600



39,375



66,100



13,041



53,059Other purchased intangibles:Technology-related


2,596



1,155



1,441



2,596



562



2,034$
64,571


$
23,755


$
40,816


$
68,696


$
13,603


$
55,093     Three Months Ended


Nine Months EndedDecember 30,


December 31,


December 30,


December 31,2007


2006


2007


2006(In thousands)Cost of revenues

$
2,976


$
2,440


$
10,681


$
8,074Engineering and development


32



67



283



200Sales and marketing


808



225



2,736



675$
3,816


$
2,732


$
13,700


$
8,949  5




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##### Table of Contents



QLOGIC
    CORPORATION
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal

(In thousands)2008 (remaining three months)

$
3,8402009


14,6082010


11,9872011


8,6782012


1,703$
40,816   Note 6.
    Treasury
    Stock          Note 7.
    Special
    Charges      ContractWorkforce


CancellationReductions


and Other


Total(In thousands)Charged to costs and expenses

$
2,517


$
923


$
3,440Cash payments


(2,517
)


(670
)


(3,187
)Non-cash adjustments






62



62Balance as of December 30, 2007

$



$
315


$
315    6




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##### Table of Contents



QLOGIC
    CORPORATION
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 8.
    Comprehensive
    Income    Three Months Ended


Nine Months EndedDecember 30,


December 31,


December 30,


December 31,2007


2006


2007


2006(In thousands)Net income

$
31,870


$
35,454


$
73,445


$
86,977Other comprehensive income (loss):Change in unrealized gains/losses on available-for-sale
    marketable securities


(1,147
)


328



(1,186
)


(2,199
)$
30,723


$
35,782


$
72,259


$
84,778   Note 9.
    Stock-Based
    Compensation      Three Months Ended


Nine Months EndedDecember 30,


December 31,


December 30,


December 31,2007


2006


2007


2006(In thousands)Cost of revenues

$
564


$
495


$
1,629


$
1,431Engineering and development


3,851



3,023



11,131



8,266Sales and marketing


1,479



1,767



4,753



5,883General and administrative


2,168



2,226



6,736



6,966$
8,062


$
7,511


$
24,249


$
22,546    7




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##### Table of Contents



QLOGIC
    CORPORATION
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 10.
    Interest
    and Other Income, Net    Three Months Ended


Nine Months EndedDecember 30,


December 31,


December 30,


December 31,2007


2006


2007


2006(In thousands)Interest income

$
4,448


$
6,290


$
16,251


$
19,091Gain on sales of marketable securities


402



19



571



149Loss on sales of marketable securities


(16
)


(791
)


(194
)


(1,769
)Other


32



128



257



861$
4,866


$
5,646


$
16,885


$
18,332   Note 11.
    Income
    Taxes           8




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##### Table of Contents



QLOGIC
    CORPORATION
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 12.
    Net
    Income Per Share    Three Months Ended


Nine Months EndedDecember 30,


December 31,


December 30,


December 31,2007


2006


2007


2006(In thousands, except per share amounts)Net income

$
31,870


$
35,454


$
73,445


$
86,977Shares:Weighted-average shares outstanding  basic


136,836



158,532



144,932



159,516Dilutive potential common shares, using treasury stock method


585



2,228



682



1,645Weighted-average shares outstanding  diluted


137,421



160,760



145,614



161,161Net income per share:Basic

$
0.23


$
0.22


$
0.51


$
0.55Diluted

$
0.23


$
0.22


$
0.50


$
0.54    9




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  This Managements Discussion and Analysis of Financial
    Condition and Results of Operations should be read in
    conjunction with our unaudited condensed consolidated financial
    statements and related notes. This discussion also contains
    descriptions of our expectations regarding future trends
    affecting our business. These forward-looking statements and
    other forward-looking statements made elsewhere in this report
    are made in reliance upon safe harbor provisions of the Private
    Securities Litigation Reform Act of 1995. Such forward-looking
    statements include, without limitation, descriptions of our
    expectations regarding future trends affecting our business and
    other statements regarding future events or our objectives,
    goals, strategies, beliefs and underlying assumptions that are
    other than statements of historical fact. When used in this
    report, the words anticipates, believes,
    can, continue, could,
    estimates, expects, intends,
    may, plans, potential,
    predicts, should, will and
    similar expressions or the negative of such expressions are
    intended to identify these forward-looking statements. Our
    actual results could differ materially from those anticipated in
    these forward-looking statements as a result of several factors,
    including, but not limited to those factors set forth and
    discussed in Part II, Item 1A Risk Factors
    and elsewhere in this report. In light of the significant
    uncertainties inherent in the forward-looking information
    included in this report, the inclusion of this information
    should not be regarded as a representation by us or any other
    person that our objectives or plans will be achieved. We
    undertake no obligation to update or revise these
    forward-looking statements, whether as a result of new
    information, future events or otherwise.
  Overview
  ®
    Business
    Combinations
    Third
    Quarter Financial Highlights and Other Information
    
    Net revenues of $158.0 million for the third quarter of
    fiscal 2008 increased sequentially by $17.7 million, or
    13%, from $140.3 million in the second quarter of fiscal
    2008. Revenues from Host Products and Network Products increased
    sequentially by 14% and 27%, respectively. 10




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##### Table of Contents




    Gross profit as a percentage of net revenues of 66.9% for the
    third quarter of fiscal 2008, increased from 65.1% for the
    second quarter of fiscal 2008.
    Operating income as a percentage of net revenues increased to
    27.9% for the third quarter of fiscal 2008 from 19.4% in the
    second quarter of fiscal 2008.
    Net income of $31.9 million, or $0.23 per diluted share, in
    the third quarter of fiscal 2008 increased from
    $22.6 million, or $0.16 per diluted share, in the second
    quarter of fiscal 2008. Net income included stock-based
    compensation expense, acquisition-related charges, special
    charges, and the related income tax effects, totaled
    $9.1 million for the third quarter of fiscal 2008 compared
    to $9.9 million for the second quarter of fiscal 2008.
    Cash, cash equivalents and marketable securities of
    $378.4 million at December 30, 2007 decreased
    $13.6 million from the balance at the end of the second
    quarter of fiscal 2008. This decrease was primarily due to
    $66.5 million of cash used for repurchases of our common
    stock, partially offset by $59.8 million of cash generated
    from operations during the third quarter of fiscal 2008.
    Accounts receivable was $75.6 million as of
    December 30, 2007 and increased from $72.2 million as
    of September 30, 2007. Days sales outstanding (DSO) in
    receivables decreased to 44 days as of December 30,
    2007 from 47 days as of September 30, 2007. Our
    accounts receivable and DSO are primarily affected by linearity
    of shipments within the quarter and collections performance.
    Based on our customers procurement models and our current
    customer mix, we expect that DSO in the future will range from
    45 to 55 days. There can be no assurance that we will be
    able to maintain our DSO consistent with historical periods and
    it may increase in the future.
    Inventories were $31.2 million as of December 30,
    2007, compared to $35.1 million as of September 30,
    2007. Our annualized inventory turns in the third quarter of
    fiscal 2008 increased to 6.7 from the 5.6 turns in the second
    quarter of fiscal 2008.  Results
    of Operations
  Net
    Revenues
    Three Months Ended


Nine Months EndedDecember 30,


December 31,


December 30,


December 31,2007


2006


2007


2006(Dollars in millions)Net revenues:Host Products

$
118.9


$
114.6


$
327.5


$
305.5Network Products


27.8



23.8



74.2



62.3Silicon Products


9.3



17.0



30.4



62.7Other


2.0



2.2



6.0



9.1Total net revenues

$
158.0


$
157.6


$
438.1


$
439.6Percentage of net revenues:Host Products


75
%


73
%


75
%


70
%Network Products


18



15



17



14Silicon Products


6



11



7



14Other


1



1



1



2Total net revenues


100
%


100
%


100
%


100
%    11




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##### Table of Contents



12




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##### Table of Contents



Three Months Ended


Nine Months EndedDecember 30,


December 31,


December 30,


December 31,2007


2006


2007


2006(In millions)United States

$
78.7


$
78.8


$
224.9


$
236.2Europe, Middle East and Africa


40.2



38.7



105.4



96.7Asia-Pacific and Japan


29.1



29.7



81.0



86.8Rest of the world


10.0



10.4



26.8



19.9Total net revenues

$
158.0


$
157.6


$
438.1


$
439.6   Gross
    Profit
    Three Months Ended


Nine Months EndedDecember 30,


December 31,


December 30,


December 31,2007


2006


2007


2006(Dollars in millions)Gross profit

$
105.8


$
106.9


$
286.0


$
299.8Percentage of net revenues


66.9
%


67.8
%


65.3
%


68.2
%        13




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##### Table of Contents



Operating
    Expenses
    Three Months Ended


Nine Months EndedDecember 30,


December 31,


December 30,


December 31,2007


2006


2007


2006(Dollars in millions)Operating expenses:Engineering and development

$
33.2


$
34.0


$
100.9


$
99.5Sales and marketing


20.3



21.6



62.1



64.1General and administrative


8.2



7.2



25.2



23.3Special charges










3.8



Purchased in-process research and development














1.9Total operating expenses

$
61.7


$
62.8


$
192.0


$
188.8Percentage of net revenues:Engineering and development


21.0
%


21.6
%


23.0
%


22.7
%Sales and marketing


12.9



13.7



14.2



14.6General and administrative


5.2



4.6



5.8



5.3Special charges










0.8



Purchased in-process research and development














0.4Total operating expenses


39.1
%


39.9
%


43.8
%


43.0
%   Engineering and Development.
     14




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##### Table of Contents



Sales and Marketing.
      General and Administrative.
      Special Charges.
   15




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##### Table of Contents



Interest
    and Other Income, Net
    Three Months Ended


Nine Months EndedDecember 30,


December 31,


December 30,


December 31,2007


2006


2007


2006(In millions)Interest income

$
4.4


$
6.3


$
16.2


$
19.1Gain on sales of marketable securities


0.4







0.6



0.1Loss on sales of marketable securities






(0.8
)


(0.2
)


(1.7
)Other


0.1



0.1



0.3



0.8$
4.9


$
5.6


$
16.9


$
18.3     Income
    Taxes
      Liquidity
    and Capital Resources
     16




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##### Table of Contents



2008(Remainingthree months)


2009


2010


2011


2012


Thereafter


Total(In millions)Operating leases

$
1.5


$
4.8


$
3.7


$
2.8


$
2.3


$
11.3


$
26.4Non-cancelable purchase obligations


44.1



7.3



















51.4Total

$
45.6


$
12.1


$
3.7


$
2.8


$
2.3


$
11.3


$
77.8    17




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##### Table of Contents



Critical
    Accounting Policies and Estimates
    Revenue
    Recognition
    No. 01-9,
  No. 00-21,
  97-2,
 18




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##### Table of Contents



Inventories
  (first-in,
    Income
    Taxes
       19




---



##### Table of Contents



Stock-Based
    Compensation
    Goodwill
       20




---



##### Table of Contents



Long-Lived
    Assets
    New
    Accounting Pronouncements
  Business
    Combinations, Business Combinations Accounting for Income Taxes,
  Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk           21




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##### Table of Contents



Item 4.
    Controls
    and Procedures  Rule 13a-15(e)
 22




---



##### Table of Contents



PART II.  OTHER
    INFORMATION
  Item 1A.
    Risk
    Factors    Our
    operating results may fluctuate in future periods, which could
    cause our stock price to decline.
    
    the timing, size and mix of orders from customers;
    gain or loss of significant customers;
    customer policies pertaining to desired inventory levels of our
    products;
    negotiated rebates and extended payment terms;
    changes in our ability to anticipate in advance the mix of
    customer orders;
    levels of inventory our customers require us to maintain in our
    inventory hub locations;
    the time, availability and sale of new products;
    shifts or changes in technology;
    changes in the mix or average selling prices of our products;
    variations in manufacturing capacities, efficiencies and costs;
    the availability and cost of components, including silicon chips;
    variations in product development costs, especially related to
    advanced technologies;
    variations in operating expenses;
    changes in effective income tax rates, including those resulting
    from changes in tax laws;
    our ability to timely produce products that comply with new
    environmental restrictions or related requirements of our OEM
    customers;
    actual events, circumstances, outcomes and amounts differing
    from judgments, assumptions and estimates used in determining
    the value of certain assets (including the amounts of related
    valuation allowances), liabilities and other items reflected in
    our consolidated financial statements;
    changes in accounting rules;
    changes in our accounting policies;
    general economic and other conditions affecting the timing of
    customer orders and capital spending; or
    changes in the global economy that impact information
    technology, or IT, spending.   23




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##### Table of Contents



We expect
    gross margin to vary over time, and our recent level of gross
    margin may not be sustainable.
    
    changes in product mix;
    increased price competition;
    introduction of new products by us or our competitors, including
    products with price-performance advantages;
    our inability to reduce manufacturing-related or component costs;
    entry into new markets or the acquisition of new businesses;
    sales discounts;
    increases in material, labor or overhead costs;
    excess inventory and inventory holding charges;
    changes in distribution channels;
    increased warranty costs; and
    how well we execute our business strategy and operating plans.  Our
    revenues may be affected by changes in IT spending
    levels.
    Our stock
    price may be volatile.
    
    differences between our actual operating results and the
    published expectations of analysts;
    quarterly fluctuations in our operating results;
    introduction of new products or changes in product pricing
    policies by our competitors or us;
    conditions in the markets in which we operate;
    changes in market projections by industry forecasters;
    changes in estimates of our earnings by industry analysts;
    overall market conditions for high technology equities; 24




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
    rumors or dissemination of false information; and
    general economic and geopolitical conditions.    Our
    business is dependent on the continued growth of the SAN market
    and if this market does not continue to develop and expand as we
    anticipate, our business will suffer.
    
    educate potential OEM customers, distributors, resellers, system
    integrators, storage service providers and end-user
    organizations about the benefits of SANs;
    maintain and enhance our relationships with OEM customers,
    distributors, resellers, system integrators and storage system
    providers;
    predict and base our products on standards which ultimately
    become industry standards; and
    achieve interoperability between our products and other SAN
    components from diverse vendors.  Our
    business could be adversely affected by the broad adoption of
    server virtualization technology.
    Our
    business could be adversely affected by a significant increase
    in the market acceptance of blade servers.
    Our
    financial condition will be materially harmed if we do not
    maintain and gain market or industry acceptance of our
    products.
    
    enhance our current products and develop and introduce in a
    timely manner new products that keep pace with technological
    developments and industry standards;
    compete effectively on the basis of price and
    performance; and
    adequately address OEM and end-user customer requirements and
    achieve market acceptance.   25




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We depend
    on a limited number of customers, and any decrease in revenues
    or cash flows from any one of our major customers could
    adversely affect our results of operations and cause our stock
    price to decline.
      Our
    business may be subject to seasonal fluctuations and uneven
    sales patterns in the future.
    
    the tendency of our customers to close a disproportionate
    percentage of their sales transactions in the last month, weeks
    and days of each quarter;
    spikes in sales during the fourth quarter of each calendar year
    that some of our customers experience; and
    differences between our quarterly fiscal periods and the fiscal
    quarters of our customers.    Competition
    within the markets for our products is intense and includes
    various established competitors.
   26




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We expect
    the pricing of our products to continue to decline, which could
    reduce our revenues, gross margins and profitability.
    Our
    distributors may not adequately distribute our products and
    their reseller customers may purchase products from our
    competitors, which could negatively affect our results of
    operations.
      We are
    dependent on sole source and limited source suppliers for
    certain key components.
     27




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We depend
    on our relationships with silicon chip suppliers and a loss of
    any of these relationships may lead to unpredictable
    consequences that may harm our results of operations if
    alternative supply sources are not available.
    ramp-up
      Our
    products are complex and may contain undetected software or
    hardware errors that could lead to an increase in our costs,
    reduce our net revenues or damage our reputation.
   28




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The
    migration of our customers toward new products may result in
    fluctuations of our results of operations.
      Environmental
    compliance costs could adversely affect our net
    income.
       29




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Because
    we depend on foreign customers and suppliers, we are subject to
    international economic, currency, regulatory, political and
    other risks that could harm our business, financial condition
    and results of operations.
    
    a greater difficulty of administering and managing our business
    globally;
    compliance with multiple and potentially conflicting regulatory
    requirements, such as import or export requirements, tariffs and
    other barriers;
    less effective intellectual property protections;
    potentially longer accounts receivable cycles;
    currency fluctuations;
    overlapping or differing tax structures;
    political and economic instability, including terrorism and
    war; and
    general trade restrictions.        We may
    engage in mergers, acquisitions and strategic investments and
    these activities may adversely affect our results of operations
    and stock price.
    
    the failure of markets for the products of acquired companies to
    develop as expected;
    uncertainties in identifying and pursuing target companies;
    difficulties in the assimilation of the operations, technologies
    and products of the acquired companies; 30




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
    the existence of unknown defects in acquired companies
    products or assets that may not be identified due to the
    inherent limitations involved in the due diligence process of an
    acquisition;
    the diversion of managements attention from other business
    concerns;
    risks associated with entering markets or conducting operations
    with which we have no or limited direct prior experience;
    risks associated with assuming the legal obligations of acquired
    companies;
    risks related to the effect that acquired companies
    internal control processes might have on our financial reporting
    and managements report on our internal control over
    financial reporting;
    the potential loss of, or impairment of our relationships with,
    current customers or failure to retain the acquired
    companies customers;
    the potential loss of key employees of acquired
    companies; and
    the incurrence of significant exit charges if products acquired
    in business combinations are unsuccessful.        If we are
    unable to attract and retain key personnel, we may not be able
    to sustain or grow our business.
     31




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We may
    experience difficulties in transitioning to smaller geometry
    process technologies.
  product-by-product
  Our
    proprietary rights may be inadequately protected and difficult
    to enforce.
    Disputes
    relating to claimed infringement of intellectual property rights
    may adversely affect our business.
    Dependence
    on third-party technology could adversely affect our
    business.
   32




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If we
    fail to carefully manage the use of open source
    software in our products, we may be required to license key
    portions of our products on a royalty-free basis or expose key
    parts of source code.
  and/or and/or and/or
  Unanticipated
    changes in our tax provisions or adverse outcomes resulting from
    examination of our income tax returns could adversely affect our
    net income.
    Computer
    viruses and other forms of tampering with our computer systems
    or servers may disrupt our operations and adversely affect net
    income.
    Our
    facilities and the facilities of our suppliers and customers are
    located in regions that are subject to natural
    disasters.
   33




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


Approximate DollarShares Purchased


Value of Shares thatTotal Number of


Average Price


as part of Publicly


May Yet be PurchasedPeriod

Shares Purchased


Paid per Share


Announced Plans


Under the PlansOctober 1, 2007  October 28, 2007


2,661,600


$
13.41



2,661,600


$
39,493,000October 29, 2007  November 25, 2007


271,003


$
14.64



271,003


$
235,527,000November 26, 2007  December 30, 2007


1,690,540


$
14.13



1,690,540


$
211,645,000Total


4,623,143


$
13.74



4,623,143


$
211,645,000     Item 6.
    Exhibits    Exhibit No.31
.1

Certification of Chief Executive Officer pursuant to
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934, as amended, as adopted
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31
.2

Certification of Chief Financial Officer pursuant to
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934, as amended, as adopted
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32


Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to
    Rule 13a-14(b)
    of the Securities Exchange Act of 1934, as amended, and
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.  34




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SIGNATURES    Qlogic Corporation
  By:
    /s/  H.K.
    DESAI   Chairman of the Board and
  Chief Executive Officer
  By:
    /s/  DOUGLAS
    D. NAYLOR   Vice President of Finance and
 Interim Chief Financial Officer
 (Principal Financial and Accounting Officer)
   35




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EXHIBIT INDEX
  Exhibit No.31
.1

Certification of Chief Executive Officer pursuant to
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934, as amended, as adopted
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31
.2

Certification of Chief Financial Officer pursuant to
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934, as amended, as adopted
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32


Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to
    Rule 13a-14(b)
    of the Securities Exchange Act of 1934, as amended, and
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.