##### 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
    June 29, 2008oro

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
  12b-2
  Large accelerated
    filer þ

Accelerated
    filer o

Non-accelerated
    filer o

Smaller reporting company o(Do not check if a smaller reporting
    company)   Rule 12b-2
 o þ




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##### 



QLOGIC
    CORPORATION
  INDEX
   
 PagePART I. FINANCIAL INFORMATIONItem 1.


Financial Statements:Condensed Consolidated Balance Sheets at
    June 29, 2008 and March 30, 2008


1Condensed Consolidated Statements of Income for
    the three months ended June 29, 2008 and July 1,
    2007


2Condensed Consolidated Statements of Cash Flows
    for the three months ended June 29, 2008 and July 1,
    2007


3Notes to Condensed Consolidated Financial
    Statements


4Item 2.


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


11Item 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


35Item 6.


Exhibits


35Signatures


36EXHIBIT 10.1EXHIBIT 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
  June 29,


March 30,2008


2008(Unaudited; In thousands,except share and per shareamounts)ASSETSCurrent assets:Cash and cash equivalents

$
194,764


$
160,009Short-term marketable securities


171,770



160,497Accounts receivable, less allowance for doubtful accounts of
    $1,136 and $1,176 as of June 29, 2008 and March 30,
    2008, respectively


86,655



81,642Inventories


26,227



27,520Deferred tax assets


30,893



32,227Other current assets


10,266



8,925Total current assets


520,575



470,820Long-term marketable securities


38,877



55,903Property and equipment, net


91,442



93,726Goodwill


118,859



127,409Purchased intangible assets, net


31,054



34,652Deferred tax assets


30,711



25,870Other assets


3,423



2,586$
834,941


$
810,966LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
37,482


$
35,643Accrued compensation


19,225



31,120Accrued taxes


12,582



5,262Deferred revenue


9,977



8,693Other current liabilities


7,015



5,952Total current liabilities


86,281



86,670Accrued taxes


52,383



48,163Other liabilities


12,850



10,217Total liabilities


151,514



145,050Stockholders 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; 200,255,000 and 199,652,000 shares issued at
    June 29, 2008 and March 30, 2008, respectively


200



200Additional paid-in capital


669,325



657,893Retained earnings


1,116,585



1,084,938Accumulated other comprehensive income (loss)


798



(2,530
)Treasury stock, at cost: 68,513,000 and 66,638,000 shares
    at June 29, 2008 and March 30, 2008, respectively


(1,103,481
)


(1,074,585
)Total stockholders equity


683,427



665,916$
834,941


$
810,966    1




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##### Table of Contents



QLOGIC
    CORPORATION
  CONDENSED
    CONSOLIDATED STATEMENTS OF INCOME
  Three Months EndedJune 29,


July 1,2008


2007(Unaudited; In thousands, except per shareamounts)Net revenues

$
168,427


$
139,777Cost of revenues


55,758



50,863Gross profit


112,669



88,914Operating expenses:Engineering and development


34,367



34,684Sales and marketing


22,945



21,173General and administrative


7,576



8,186Special charges






2,136Total operating expenses


64,888



66,179Operating income


47,781



22,735Interest and other income, net


1,539



6,266Income before income taxes


49,320



29,001Income taxes


17,673



10,006Net income

$
31,647


$
18,995Net income per share:Basic

$
0.24


$
0.12Diluted

$
0.24


$
0.12Number of shares used in per share calculations:Basic


132,548



153,178Diluted


133,488



154,219    2




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QLOGIC
    CORPORATION
  CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
  Three Months EndedJune 29,


July 1,2008


2007(Unaudited; In thousands)Cash flows from operating activities:Net income

$
31,647


$
18,995Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


8,341



7,317Stock-based compensation


7,805



8,370Acquisition-related:Amortization of purchased intangible assets


3,392



4,433Stock-based compensation


270



703Deferred income taxes


2,731



(6,584
)Impairment of marketable securities


2,698



Provision for losses on accounts receivable


24



70Loss on disposal of property and equipment


84



473Changes in operating assets and liabilities:Accounts receivable


(5,037
)


(3,822
)Inventories


1,293



955Other assets


(2,435
)


360Accounts payable


2,113



1,495Accrued compensation


(10,458
)


(12,530
)Accrued taxes


11,540



15,238Deferred revenue


4,081



719Other liabilities


143



(665
)Net cash provided by operating activities


58,232



35,527Cash flows from investing activities:Purchases of marketable securities


(35,720
)


(25,463
)Sales and maturities of marketable securities


44,672



150,099Additions to property and equipment


(6,209
)


(8,639
)Acquisition of business






67Net cash provided by investing activities


2,743



116,064Cash flows from financing activities:Proceeds from issuance of stock under stock plans


2,024



4,738Tax effect from issuance of stock under stock plans


(104
)


424Purchase of treasury stock


(28,140
)


(98,130
)Net cash used in financing activities


(26,220
)


(92,968
)Net increase in cash and cash equivalents


34,755



58,623Cash and cash equivalents at beginning of period


160,009



76,804Cash and cash equivalents at end of period

$
194,764


$
135,427    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.
    Acquisition
    of SilverStorm Technologies, Inc.   4




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##### Table of Contents



QLOGIC
    CORPORATION
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 3.
    Marketable
    Securities and Fair Value Measurements    Gross


GrossAmortized


Unrealized


Unrealized


EstimatedCost


Gains


Losses


Fair Value(In thousands)June 29, 2008Corporate bonds

$
70,570


$
286


$
(468
)

$
70,388U.S. Government and agency securities


50,744



454



(194
)


51,004Asset and mortgage backed securities


31,466



288



(64
)


31,690Auction rate debt securities


25,435







(2,246
)


23,189Municipal bonds


2,563



24







2,587Total debt securities


180,778



1,052



(2,972
)


178,858Auction rate preferred securities


18,021







(2,333
)


15,688Publicly-traded common stock


10,140



5,961







16,101Total available-for-sale securities

$
208,939


$
7,013


$
(5,305
)

$
210,647March 30, 2008Corporate bonds

$
68,234


$
635


$
(168
)

$
68,701U.S. Government and agency securities


40,242



964







41,206Asset and mortgage backed securities


35,373



490



(28
)


35,835Auction rate debt securities


25,640







(1,582
)


24,058Municipal bonds


4,548



67







4,615Total debt securities


174,037



2,156



(1,778
)


174,415Auction rate preferred securities


36,425







(4,580
)


31,845Publicly-traded common stock


10,140











10,140Total available-for-sale securities

$
220,602


$
2,156


$
(6,358
)

$
216,400      5




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##### Table of Contents



QLOGIC
    CORPORATION
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    No. SFAS 157-2,
  
    Level 1  Quoted prices in active markets for
    identical assets or liabilities.
    Level 2  Inputs other than Level 1 that are
    observable, either directly or indirectly, such as quoted prices
    for similar assets or liabilities; quoted prices in markets that
    are not active; or other inputs that are observable or can be
    corroborated by observable market data for substantially the
    full term of the assets or liabilities.
    Level 3  Unobservable inputs that are supported
    by little or no market activity and that are significant to the
    fair value of the assets or liabilities.    Fair Value Measurements UsingLevel 1


Level 2


Level 3


Total(In thousands)Corporate bonds

$
62,122


$
8,266


$



$
70,388U.S. Government and agency securities


46,412



4,592







51,004Asset and mortgage backed securities


5,898



25,792







31,690Auction rate debt securities










23,189



23,189Municipal bonds






2,587







2,587Total debt securities


114,432



41,237



23,189



178,858Auction rate preferred securities










15,688



15,688Publicly-traded common stock


16,101











16,101Balance as of June 29, 2008

$
130,533


$
41,237


$
38,877


$
210,647    6




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##### Table of Contents



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


Total Realized


Total Unrealized


Sales and Other


BalanceMarch 30, 2008


Gains and Losses


Gains and Losses


Settlements


June 29, 2008(In thousands)Auction rate debt securities

$
24,058


$



$
(664
)

$
(205
)

$
23,189Auction rate preferred securities


31,845



(2,698
)


2,247



(15,706
)


15,688Total

$
55,903


$
(2,698
)

$
1,583


$
(15,911
)

$
38,877     Note 4.
    Inventories    June 29,


March 30,2008


2008(In thousands)Raw materials

$
9,109


$
7,403Finished goods


17,118



20,117$
26,227


$
27,520   Note 5.
    Purchased
    Intangible Assets    June 29, 2008


March 30, 2008Gross





Net


Gross





NetCarrying


Accumulated


Carrying


Carrying


Accumulated


CarryingValue


Amortization


Value


Value


Amortization


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

$
43,700


$
18,255


$
25,445


$
43,700


$
15,737


$
27,963Customer relationships


9,700



5,389



4,311



9,700



4,580



5,120Other


775



504



271



775



439



33654,175



24,148



30,027



54,175



20,756



33,419Other purchased intangibles:Technology-related


2,596



1,569



1,027



2,596



1,363



1,233$
56,771


$
25,717


$
31,054


$
56,771


$
22,119


$
34,652  7




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QLOGIC
    CORPORATION
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three Months EndedJune 29,


July 1,2008


2007(In thousands)Cost of revenues

$
2,758


$
3,415Engineering and development


31



173Sales and marketing


809



1,042$
3,598


$
4,630     Fiscal

(In thousands)2009 (remaining nine months)

$
12,2082010


9,7612011


7,3822012


1,703$
31,054   Note 6.
    Treasury
    Stock      Note 7.
    Comprehensive
    Income    Three Months EndedJune 29,


July 1,2008


2007(In thousands)Net income

$
31,647


$
18,995Other comprehensive income:Change in unrealized gains/losses on available-for-sale
    marketable securities, net of tax


3,328



446$
34,975


$
19,441  8




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##### Table of Contents



QLOGIC
    CORPORATION
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 8.
    Stock-Based
    Compensation      Three Months EndedJune 29,


July 1,2008


2007(In thousands)Cost of revenues

$
479


$
574Engineering and development


4,175



3,772Sales and marketing


1,565



1,625General and administrative


1,586



2,399$
7,805


$
8,370     Note 9.
    Interest
    and Other Income, Net    Three Months EndedJune 29,


July 1,2008


2007(In thousands)Interest income

$
3,511


$
6,199Gain on sales of marketable securities


416



145Loss on sales of marketable securities


(11
)


(65
)Impairment of marketable securities


(2,698
)


Other


321



(13
)$
1,539


$
6,266  9




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##### Table of Contents



QLOGIC
    CORPORATION
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 10.
    Net
    Income Per Share    Three Months EndedJune 29,


July 1,2008


2007(In thousands, except per share amounts)Net income

$
31,647


$
18,995Shares:Weighted-average shares outstanding  basic


132,548



153,178Dilutive potential common shares, using treasury stock method


940



1,041Weighted-average shares outstanding  diluted


133,488



154,219Net income per share:Basic

$
0.24


$
0.12Diluted

$
0.24


$
0.12    10




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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
  ®
    First
    Quarter Financial Highlights and Other Information
    
    Net revenues of $168.4 million for the first quarter of
    fiscal 2009 increased sequentially by $8.7 million, or 5%,
    from $159.7 million in the fourth quarter of fiscal 2008.
    Revenues from Host Products and Network Products each increased
    sequentially by 9%.
    Gross profit as a percentage of net revenues increased to 66.9%
    for the first quarter of fiscal 2009 from 66.3% for the fourth
    quarter of fiscal 2008.
    Operating income as a percentage of net revenues increased to
    28.4% for the first quarter of fiscal 2009 from 24.9% in the
    fourth quarter of fiscal 2008.
    Net income of $31.6 million, or $0.24 per diluted share, in
    the first quarter of fiscal 2009 increased from
    $22.8 million, or $0.17 per diluted share, in the fourth
    quarter of fiscal 2008. Net income for the first quarter of
    fiscal 2009 included stock-based compensation expense,
    acquisition-related charges, impairment charges related to
    marketable securities, and the related income tax effects,
    totaling $10.3 million. During the fourth quarter of fiscal
    2008, net income included stock-based compensation expense,
    acquisition-related charges, impairment charges related to
    intangible assets and marketable securities, special charges,
    and the related income tax effects, totaling $14.9 million. 11




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##### Table of Contents




    Cash, cash equivalents and marketable securities of
    $405.4 million at June 29, 2008 increased
    $29.0 million from $376.4 million at March 30,
    2008. This increase was primarily due to $58.2 million of
    cash generated from operations during the first quarter of
    fiscal 2009, partially offset by $28.1 million of cash used
    for repurchases of our common stock.
    Accounts receivable was $86.7 million as of June 29,
    2008, compared to $81.6 million as of March 30, 2008.
    Days sales outstanding (DSO) in receivables was 47 days as
    of June 29, 2008 and March 30, 2008. Our accounts
    receivable and DSO are primarily affected by linearity of
    shipments within the quarter and collections performance.
    Inventories were $26.2 million as of June 29, 2008,
    compared to $27.5 million as of March 30, 2008. Our
    annualized inventory turns in the first quarter of fiscal 2009
    of 8.5 increased from the 7.8 turns in the fourth quarter of
    fiscal 2008.  Results
    of Operations
  Net
    Revenues
    Three Months EndedJune 29,


July 1,2008


2007(Dollars in millions)Net revenues:Host Products

$
120.6


$
104.2Network Products


29.9



24.5Silicon Products


15.6



9.6Other


2.3



1.5Total net revenues

$
168.4


$
139.8Percentage of net revenues:Host Products


72
%


75
%Network Products


18



17Silicon Products


9



7Other


1



1Total net revenues


100
%


100
%      12




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Three Months EndedJune 29,


July 1,2008


2007(In millions)United States

$
80.6


$
77.8Europe, Middle East and Africa


41.0



30.6Asia-Pacific and Japan


35.9



23.0Rest of the world


10.9



8.4$
168.4


$
139.8   Gross
    Profit
    Three Months EndedJune 29,


July 1,2008


2007(Dollars in millions)Gross profit

$
112.7


$
88.9Percentage of net revenues


66.9
%


63.6
%    13




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Operating
    Expenses
    Three Months EndedJune 29,


July 1,2008


2007(Dollars in millions)Operating expenses:Engineering and development

$
34.4


$
34.7Sales and marketing


22.9



21.2General and administrative


7.6



8.2Special charges






2.1Total operating expenses

$
64.9


$
66.2Percentage of net revenues:Engineering and development


20.4
%


24.8
%Sales and marketing


13.6



15.1General and administrative


4.5



5.9Special charges






1.5Total operating expenses


38.5
%


47.3
%   Engineering and Development.
    Sales and Marketing.
   14




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##### Table of Contents



General and Administrative.
    Special Charges.
  Interest
    and Other Income, Net
    Three Months EndedJune 29,


July 1,2008


2007(In millions)Interest income

$
3.5


$
6.2Gain on sales of marketable securities


0.4



0.2Loss on sales of marketable securities






(0.1
)Impairment of marketable securities


(2.7
)


Other


0.3



$
1.5


$
6.3       Income
    Taxes
   15




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Liquidity
    and Capital Resources
             16




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##### Table of Contents



2009(Remainingnine months)


2010


2011


2012


2013


Thereafter


Total(In millions)Operating leases

$
4.1


$
4.2


$
3.2


$
2.7


$
1.9


$
9.4


$
25.5Non-cancelable purchase obligations


75.9



0.5



















76.4Total

$
80.0


$
4.7


$
3.2


$
2.7


$
1.9


$
9.4


$
101.9     Critical
    Accounting Policies and Estimates
   17




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Revenue
    Recognition
    No. 01-9,
  No. 00-21,
  97-2,
   18




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Stock-Based
    Compensation
    Income
    Taxes
       19




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##### Table of Contents



Marketable
    Securities and Investments
          Inventories
  (first-in,
  Goodwill
    and Other Intangible Assets
   20




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Long-Lived
    Assets
    Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk         21




---



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




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##### 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 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;
    the timing of revenue recognition and revenue deferrals;
    gains or losses related to our marketable securities;
    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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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 advantages in price, performance or features;
    our inability to reduce manufacturing-related or component costs;
    entry into new markets or the acquisition of new businesses;
    amortization and impairments of purchased intangible assets;
    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; 24




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
    conditions in the markets in which we operate;
    changes in market projections by industry forecasters;
    changes in estimates of our earnings by industry analysts;
    operating results or forecasts of our major customers or
    competitors;
    overall market conditions for high technology equities;
    rumors or dissemination of false information; and
    general economic and geopolitical conditions.    Our
    business is dependent, in large part, 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 system 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.
   25




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Our
    financial condition will be materially harmed if we do not
    maintain and gain market 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.    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
    periods of our customers.   26




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Competition
    within the markets for our products is intense and includes
    various established competitors.
      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 stock and sell our products and
    their reseller customers may purchase products from our
    competitors, which could negatively affect our results of
    operations.
     27




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We are
    dependent on sole source and limited source suppliers for
    certain key components.
    We are
    dependent on worldwide third-party subcontractors and contract
    manufacturers.
      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
   28




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Our
    marketable securities portfolio could experience a decline in
    market value which could materially and adversely affect our
    financial results.
      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.
    The
    migration of our customers toward new products could adversely
    affect our results of operations.
   29




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Environmental
    compliance costs could adversely affect our results of
    operations.
        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; 30




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
    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;
    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. 31




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If we are
    unable to attract and retain key personnel, we may not be able
    to sustain or grow our business.
      We may
    experience difficulties in transitioning to smaller geometry
    process technologies.
  product-by-product
 32




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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.
   33




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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
    results of operations.
    Computer
    viruses and other forms of tampering with our computer systems
    or servers may disrupt our operations and adversely affect our
    results of operations.
    Our
    facilities and the facilities of our suppliers and customers are
    located in regions that are subject to natural
    disasters.
   34




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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 PlanMarch 31, 2008  April 27, 2008


448,650


$
15.68



448,650


$
168,382,000April 28, 2008  May 25, 2008


442,600


$
15.56



442,600


$
161,496,000May 26, 2008  June 29, 2008


983,710


$
15.22



983,710


$
146,519,000Total


1,874,960


$
15.41



1,874,960


$
146,519,000     Item 6.
    Exhibits    Exhibit No.10
.1

Employment Separation and Mutual General Releases Agreement,
    dated July 14, 2008, between Denis Maynard and QLogic
    Corporation.*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.     *
    
    Compensation plan, contract or arrangement required to be filed
    as an exhibit pursuant to applicable rules of the Securities and
    Exchange Commission. 35




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SIGNATURES    Qlogic Corporation
  By:
    /s/  H.K.
    DESAI   Chairman of the Board and
  Chief Executive Officer
  By:
    /s/  SIMON
    BIDDISCOMBE   Senior Vice President and
 Chief Financial Officer
 (Principal Financial and Accounting Officer)
   36




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EXHIBIT INDEX
  Exhibit No.10
.1

Employment Separation and Mutual General Releases Agreement,
    dated July 14, 2008, between Denis Maynard and QLogic
    Corporation.*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.     *
    
    Compensation plan, contract or arrangement required to be filed
    as an exhibit pursuant to applicable rules of the Securities and
    Exchange Commission.