##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended June 28, 2009
 Or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File No. 001-31353
 EMULEX CORPORATION
 (Exact name of registrant as specified in its charter)
 Delaware
    
    51-0300558(State or other jurisdiction
    
    (I.R.S Employerof incorporation or organization)
    
    Identification No.)3333 Susan StreetCosta Mesa, California
    
    92626(Address of principal executive offices)
    
    (Zip Code)
 (714) 662-5600
 (Registrants telephone number, including area code)
 
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, Par Value $0.10 Per Share
    
    New York Stock ExchangePreferred Stock Purchase Rights
    
    New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act:
NONE
 Yes þ No o
 Yes o No þ
 Yes þ No o
 þ
 Yes o No o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 Yes o No þ
   DOCUMENTS INCORPORATED BY REFERENCE




---



TABLE OF CONTENTS  PART IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security HoldersPART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity SecuritiesItem 6. Selected Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Qualitative and Quantitative Disclosures about Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPART IIIItem 10. Directors, Executive Officers, and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and ManagementItem 13. Certain Relationships and Related TransactionsItem 14. Principal Accountant Fees and ServicesPART IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESEXHIBIT INDEXExhibit 21Exhibit 23Exhibit 31AExhibit 31BExhibit 32    Table of Contents  
 
 PART I
 All references to years refer to our fiscal years ended June 28, 2009, June 29, 2008, and
July 1, 2007, as applicable, unless the calendar year is specified. References contained in this
Annual Report on Form 10-K to Emulex, the Company, the Registrant, we, our and us,
refer to Emulex Corporation and its subsidiaries.
 
 
 Item 1. Business.
 Introduction and Company History
    ®
 ® ®
    2




---



##### Table of Contents



Industry Protocols Overview
 Fibre Channel
    Internet SCSI
  Fibre Channel Over Ethernet
    3




---



##### Table of Contents



Enhanced Ethernet
  
    
    Support for lossless characteristics via the isolation and prioritization of different
traffic types using Priority Flow Control;
 
    
    Bandwidth guarantees for multiple traffic types;
 
    
    Enhanced management protocol for the enablement of end points and switches to sense
each others capabilities.
 Next Generation Data Center
    Storage I/O Interconnects
     4




---



##### Table of Contents



Our Products
  Host Server Products
    Embedded Storage Products
   5




---



##### Table of Contents



Overall
  Intellectual Property
    Engineering and Development
   6




---



##### Table of Contents



Selling and Marketing
  Seasonality
  Order Backlog
  Concentration of Customers, Revenue by Product Families and Geographic Area
  Competition
      7




---



##### Table of Contents



Manufacturing and Suppliers
    Employees
   8




---



##### Table of Contents



Executive Officers of the Registrant
  Name
    
    Position
    
    AgePaul F. Folino
    
    Executive Chairman
    
    
    64James M. McCluney
    
    President and Chief Executive Officer
    
    
    58Jeffrey W. Benck
    
    Executive Vice President, Chief Operating Officer
    
    
    44Marshall D. Lee(1)
    
    Executive Vice President, Engineering
    
    
    53Michael J. Rockenbach
    
    Executive Vice President, Chief Financial Officer, Secretary, and Treasurer
    
    
    48Randall G. Wick(1)
    
    Senior Vice President, General Counsel
    
    
    55
 
 (1)
    
    These persons serve in the indicated capacities as officers of the
Registrants principal operating subsidiaries; they are not officers
of the Registrant. Mr. Folino
 Mr. McCluney
 Mr. Benck
 Mr. Lee
 Mr. Rockenbach
 Mr. Wick
   9




---



##### Table of Contents



Item 1A. Risk Factors.
 Unsolicited takeover proposals may be disruptive to our business and may adversely affect our
operations; results and our ability to retain key employees.
    Recent disruptions in world credit and equity markets has resulted in a downturn in information
technology spending in general, or spending on computer and storage systems in particular, that
will adversely affect our revenues and results of operations in the near term and possibly beyond.
  Our markets are highly competitive and our business and results of operations may be adversely
affected by entry of new competitors into the markets, aggressive pricing, and the introduction or
expansion of competitive products and technologies.
   10




---



##### Table of Contents



A significant portion of our business depends upon the continued growth of the storage networking
market and our business will be adversely affected if such growth does not occur, occurs more
slowly than we anticipate, or declines.
  Because a significant portion of our revenues is generated from sales to a limited number of
customers, none of which are subject to exclusive or long-term contracts, the loss of one or more
of these customers, or our customers failure to make timely payments to us, could adversely
affect our business.
     11




---



##### Table of Contents



Our operating results are difficult to forecast and could be adversely affected by many factors
and our stock price may decline if our results fail to meet expectations.
  
    
    Changes in the size, mix, timing and terms of OEM and/or other customer orders;
 
    
    Changes in the sales and deployment cycles for our products and/or desired inventory
levels for our products;
 
    
    Acquisitions or strategic investments by our customers, competitors or us;
 
    
    Effect of any actual or potential unsolicited offers to acquire us;
 
    
    Timing and market acceptance of new or enhanced product introductions by us, our OEM
customers and/or competitors;
 
    
    Market share losses or difficulty in gaining incremental market share;
 
    
    Fluctuations in product development, procurement, resource utilization and other
operating expenses;
 
    
    Component shortages;
 
    
    Reduced demand from our customers if there is a shortage of, or difficulties in
acquiring, components or other products, such as Fibre Channel or serial advanced
technology attachment (SATA) disk drives and optical modules, used in conjunction with our
products in the deployment of systems;
 
    
    Inability of our electronics manufacturing service providers to produce and distribute
our products in a timely fashion;
 
    
    Difficulties with updates, changes or additions to our information technology systems;
 
    
    Breaches of our network security, including viruses;
 
    
    Changes in general social and economic conditions, including but not limited to natural
disasters, terrorism, public health crises, slower than expected market growth, reduced
economic activity, delayed economic recovery, loss of consumer confidence, increased energy
costs, adverse business conditions and liquidity concerns, concerns about inflation or
deflation, recession, and reduced business profits and capital spending, with resulting
changes in customer technology budgeting and spending;
 
    
    Changes in technology, industry standards or consumer preferences;
 
    
    Seasonality;
 
    
    Changes in our effective tax rate; and
 
    
    Changes in our accounting or other policies resulting from the adoption of new laws,
regulations or pronouncements.
   12




---



##### Table of Contents



A number of factors including relatively small backlog of unfilled orders, possible customer
delays or deferrals and our tendency to generate a large percentage of our quarterly sales near
the end of the quarter contribute to possible fluctuations in our operating results that could
have an adverse impact on our results of operations and stock price.
  Our industry is subject to rapid technological change, thus our results of operations could be
adversely affected if we are unable to keep pace with the changes to successfully compete.
  We have experienced losses in our history and may experience losses in our future that may
adversely affect our financial condition.
  The timing of migration of our customers toward newer product platforms varies and may have a
significant adverse effect.
   13




---



##### Table of Contents



The migration of our customers from purchasing our products through the distribution channel and
toward OEM server manufacturers may have a significant adverse effect.
  Any failure of our OEM customers to keep up with rapid technological change and to successfully
market and sell systems that incorporate new technologies could adversely affect our business.
  Rapid changes in the evolution of technology, including the unexpected extent or timing of
the transition from HBA solutions or embedded switch box solutions to lower priced ASIC solutions,
could adversely affect our business.
  If customers elect to utilize lower-end HBAs in higher-end environments or applications, our
business and financial condition could be negatively affected.
  Advancement of storage device capacity technology may not allow for additional revenue growth.
  A decrease in the average unit selling prices or an increase in the manufactured cost of our
products due to inflation or other factors could adversely affect our revenue, gross margins and
financial performance.
   14




---



##### Table of Contents



Delays in product development could adversely affect our business.
  
    
    Difficulties in hiring and retaining necessary employees and independent contractors;
 
    
    Difficulties in reallocating engineering resources and other resource limitations;
 
    
    Unanticipated engineering or manufacturing complexity, including from third party
suppliers of intellectual property such as foundries of our ASICs;
 
    
    Undetected errors or failures in our products;
 
    
    Changing OEM product specifications;
 
    
    Delays in the acceptance or shipment of products by OEM customers; and
 
    
    Changing market or competitive product requirements.
  Our joint development activities may result in products that are not commercially successful or
that are not available in a timely fashion.
  A change in our business relationships with our third party suppliers or our electronics
manufacturing service providers could adversely affect our business.
  
    
    Discontinued production by a supplier;
 
    
    Required long-term purchase commitments;
 
    
    Undetected errors, failures or production quality issues, including projected failures
that may constitute epidemic failure rates specified in agreements with our customers or
that may require us to make concessions or accommodations for continuing customer
relationships;
  15




---



##### Table of Contents




    
    Timeliness of product delivery;
 
    
    Sole sourcing and components made by a small number of suppliers, including the
inability to obtain components and finished goods at reasonable cost from such sources and
suppliers;
 
    
    Financial stability and viability of our suppliers and electronics manufacturing
service (EMS) providers;
 
    
    Changes in business strategies of our suppliers and EMS providers;
 
    
    Increases in manufacturing costs due to lower volumes or more complex manufacturing
process than anticipated;
 
    
    Disruption in shipping channels;
 
    
    Natural disasters;
 
    
    Inability or unwillingness of our suppliers or EMS providers to continue their business
with us;
 
    
    Environmental, tax or legislative changes in the location where our products are
produced or delivered;
 
    
    Difficulties associated with international operations; and
 
    
    Market shortages.
   If our intellectual property protections are inadequate, it could adversely affect our business.
    16




---



##### Table of Contents



Third party claims of intellectual property infringement could adversely affect our business.
   The inability or increased cost of attracting, motivating, or retaining key managerial and
technical personnel could adversely affect our business.
   17




---



##### Table of Contents



Our international business activities subject us to risks that could adversely affect our
business.
  
    
    Imposition of or changes in governmental controls, taxes, tariffs, trade restrictions,
and regulatory requirements to our current or future operations;
 
    
    Costs and risks of localizing products for international countries;
 
    
    Longer accounts receivable payment cycles;
 
    
    Changes in the value of local currencies relative to our functional currency;
 
    
    Fluctuations in freight costs and potential disruptions in the transportation
infrastructure for our products and components;
 
    
    Import and export restrictions;
 
    
    Loss of tax benefits or increases in tax expenses;
 
    
    General economic and social conditions within international countries;
 
    
    Taxation in multiple jurisdictions;
 
    
    Difficulty maintaining management oversight and control of remote locations;
 
    
    Potential restrictions on transferring funds between countries and difficulties
associated with repatriating cash generated or held outside of the U.S. in a tax-efficient
manner;
 
    
    The increased travel, infrastructure, accounting, and legal compliance costs associated
with multiple international locations; and
 
    
    Political instability, war, or terrorism.
   18




---



##### Table of Contents



Potential acquisitions or strategic investments may become more costly or less profitable than
originally anticipated and may adversely affect the price of our common stock.
  
    
    Difficulties in the assimilation of the operations, technologies, products, and
personnel of the acquired company;
 
    
    Purchased technology that is not adopted by customers in the way or the time frame we
anticipated;
 
    
    Diversion of managements attention from other business concerns;
 
    
    Risks of entering markets in which we have limited or no prior experience;
 
    
    Risks associated with assuming the legal obligations of the acquired company;
 
    
    Losses incurred by our strategic investments that may be required to be reflected in
our results;
 
    
    Risks related to the effect that the acquired companys internal control processes
might have on our financial reporting and managements report on our internal controls over
financial reporting;
 
    
    Potential loss of key employees of the company we invested in or acquired;
 
    
    Risks related to companies we invest in not being able to secure additional funding,
obtain favorable investment terms for future financings, or to take advantage of liquidity
events such as initial public offerings, mergers, and private sales;
 
    
    There may exist unknown defects of an acquired companys products or assets that may
not be identified due to the inherent limitations involved in the due diligence process of
an acquisition; and
 
    
    Changes in generally accepted accounting principles regarding the accounting treatment
for acquisitions to less favorable treatment than is currently allowed.
  Our stock price is volatile, which has and may result in lawsuits against us and our officers and
directors.
  
    
    Quarterly variations in customer demand and operating results;
 
    
    Announcements of new products by us or our competitors;
 
    
    The gain or loss of significant customers or design wins;
 
    
    Changes in analysts earnings estimates;
 
    
    Changes in analyst recommendations, price targets, or other parameters that may not be
related to earnings estimates;
  19




---



##### Table of Contents




    
    Rumors or dissemination of false information;
 
    
    Pricing pressures;
 
    
    Short selling of our common stock;
 
    
    General conditions in the computer, storage, or communications markets;
 
    
    Events affecting other companies that investors deem to be comparable to us; and
 
    
    Offers to buy the Company for a premium over recent trading price.
   Terrorist activities and resulting military and other actions could adversely affect our business.
  Our corporate offices and principal product development facilities are located in regions that are
subject to earthquakes and other natural disasters.
   Our shareholder rights plan, certificate of incorporation and provisions of Delaware law could
adversely affect the performance of our stock.
   20




---



##### Table of Contents



Our system of internal controls may be inadequate.
  Changes in laws, regulations, and financial accounting standards may affect our reported results
of operations.
  The final determination of our income tax liability may be materially different from our income
tax provisions and accruals and our tax liabilities may be adversely affected by changes in
applicable tax laws.
     21




---



##### Table of Contents



We may need additional capital in the future and such additional financing may not be available on
favorable terms.
  
    
    Take advantage of unanticipated opportunities, including more rapid international
expansion or acquisitions of complementary businesses or technologies;
 
    
    Develop new products or services;
 
    
    Repay outstanding indebtedness; and
 
    
    Respond to unanticipated competitive pressures.
  Global warming issues may cause us to alter the way we conduct our business.
  
 
 Item 1B. Unresolved Staff Comments.
  
 
 Item 2. Properties.
   
 
 Item 3. Legal Proceedings.
   22




---



##### Table of Contents



23




---



##### Table of Contents



24




---



##### Table of Contents



Item 4. Submission of Matters to a Vote of Security Holders.
  
 
 PART II
 
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters, and Issuer
Purchases of Equity Securities.
 Principal Market and Prices
  High
    
    
    Low2009Fourth Quarter
    
    $
    11.44
    
    
    $
    4.82Third Quarter
    
    
    7.75
    
    
    
    4.53Second Quarter
    
    
    11.00
    
    
    
    6.08First Quarter
    
    
    14.32
    
    
    
    9.772008Fourth Quarter
    
    $
    17.08
    
    
    $
    11.75Third Quarter
    
    
    16.95
    
    
    
    12.88Second Quarter
    
    
    22.48
    
    
    
    15.88First Quarter
    
    
    23.80
    
    
    
    16.51
 Number of Common Stockholders
   25




---



##### Table of Contents



Dividends
   Issuer Purchases of Equity Securities
   Total Number of
    
    
    Approximate DollarShares Purchased as
    
    
    Value of SharesTotal Number
    
    
    Average
    
    
    Part of Publicly
    
    
    that May Yet Beof Shares
    
    
    Price Paid
    
    
    Announced Plans
    
    
    Purchased under thePeriod
    
    Purchased
    
    
    per Share
    
    
    Or Programs
    
    
    Plans or ProgramsMarch 30, 2009  April 26, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    100,000,000April 27, 2009  May 24, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    100,000,000May 25, 2009  June 28, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    100,000,000Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    100,000,000
 Sales of Unregistered Securities
  Equity Compensation Plan Information
   26




---



##### Table of Contents



Stock Performance Graph
  COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
EMULEX CORPORATION COMMON STOCK, S&P 500 INDEX AND
S&P 500 COMPUTER STORAGE AND PERIPHERALS INDEX
 
 
 *
    
    Assumes the value of the investment in the Companys common stock and
each index was $100 on June 28, 2004.  27




---



##### Table of Contents



Item 6. Selected Financial Data.
  Selected Consolidated Statements of Operations Data
 Year EndedJune 28,
    
    
    June 29,
    
    
    July 1,
    
    
    July 2,
    
    
    July 3,2009
    
    
    2008
    
    
    2007
    
    
    2006(1)
    
    
    2005(1)(in thousands, except per share data)Net revenues:Host Server Products
    
    $
    284,099
    
    
    $
    352,687
    
    
    $
    357,279
    
    
    $
    340,566
    
    
    $
    320,171Embedded Storage Products
    
    
    93,559
    
    
    
    134,858
    
    
    
    107,578
    
    
    
    59,203
    
    
    
    49,057Other
    
    
    564
    
    
    
    756
    
    
    
    5,330
    
    
    
    3,044
    
    
    
    6,425Total net revenues
    
    
    378,222
    
    
    
    488,301
    
    
    
    470,187
    
    
    
    402,813
    
    
    
    375,653Cost of sales
    
    
    146,465
    
    
    
    187,077
    
    
    
    195,579
    
    
    
    163,993
    
    
    
    154,530Gross profit
    
    
    231,757
    
    
    
    301,224
    
    
    
    274,608
    
    
    
    238,820
    
    
    
    221,123Operating expenses:Engineering and development
    
    
    129,795
    
    
    
    129,232
    
    
    
    117,833
    
    
    
    89,669
    
    
    
    79,971Selling and marketing
    
    
    53,460
    
    
    
    57,946
    
    
    
    47,870
    
    
    
    36,169
    
    
    
    32,441General and administrative
    
    
    41,888
    
    
    
    38,531
    
    
    
    31,416
    
    
    
    23,680
    
    
    
    11,636Amortization of other intangible assets
    
    
    5,337
    
    
    
    9,260
    
    
    
    12,082
    
    
    
    10,944
    
    
    
    11,314Impairment of other intangible assets
    
    
    
    
    
    
    
    
    
    
    2,001
    
    
    
    
    
    
    
    Impairment of goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,096In-process research and development
    
    
    
    
    
    
    
    
    
    
    19,225
    
    
    
    17,272
    
    
    
    Total operating expenses
    
    
    230,480
    
    
    
    234,969
    
    
    
    230,427
    
    
    
    177,734
    
    
    
    136,458Operating income
    
    
    1,277
    
    
    
    66,255
    
    
    
    44,181
    
    
    
    61,086
    
    
    
    84,665Nonoperating income, net:Interest income
    
    
    4,362
    
    
    
    11,672
    
    
    
    20,000
    
    
    
    21,150
    
    
    
    13,106Interest expense
    
    
    (29
    )
    
    
    (27
    )
    
    
    (1,179
    )
    
    
    (2,494
    )
    
    
    (4,202
    )Gain on repurchase of convertible
subordinated notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,514Other (expense) income, net
    
    
    (4
    )
    
    
    17
    
    
    
    (3,919
    )
    
    
    173
    
    
    
    (2,273
    )Total nonoperating income, net
    
    
    4,329
    
    
    
    11,662
    
    
    
    14,902
    
    
    
    18,829
    
    
    
    27,145Income before income taxes
    
    
    5,606
    
    
    
    77,917
    
    
    
    59,083
    
    
    
    79,915
    
    
    
    111,810Income tax (benefit) provision
    
    
    (1,938
    )
    
    
    84,988
    
    
    
    29,649
    
    
    
    39,464
    
    
    
    40,221Net income (loss)
    
    $
    7,544
    
    
    $
    (7,071
    )
    
    $
    29,434
    
    
    $
    40,451
    
    
    $
    71,589Net income (loss) per share:Basic
    
    $
    0.09
    
    
    $
    (0.09
    )
    
    $
    0.35
    
    
    $
    0.48
    
    
    $
    0.86Diluted
    
    $
    0.09
    
    
    $
    (0.09
    )
    
    $
    0.34
    
    
    $
    0.46
    
    
    $
    0.80Number of shares used in per share
computations:Basic
    
    
    80,440
    
    
    
    82,147
    
    
    
    84,545
    
    
    
    83,920
    
    
    
    82,819Diluted
    
    
    81,879
    
    
    
    82,147
    
    
    
    89,089
    
    
    
    91,259
    
    
    
    92,970
 
 (1)
    
    Net revenues have been reclassified into Host Server Products, Embedded Storage Products, and
Other categories for all fiscal years presented.  28




---



##### Table of Contents



Selected Consolidated Balance Sheet Data
 Year EndedJune 28,
    
    
    June 29,
    
    
    July 1,
    
    
    July 2,
    
    
    July 3,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005(in thousands)Total current assets
    
    $
    406,553
    
    
    $
    457,047
    
    
    $
    399,054
    
    
    $
    707,554
    
    
    $
    584,457Total current liabilities
    
    
    52,240
    
    
    
    87,605
    
    
    
    70,529
    
    
    
    302,564
    
    
    
    76,644Working capital
    
    
    354,313
    
    
    
    369,442
    
    
    
    328,525
    
    
    
    404,990
    
    
    
    507,813Total assets
    
    
    658,918
    
    
    
    699,056
    
    
    
    659,477
    
    
    
    860,157
    
    
    
    801,781Convertible subordinated notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    235,177
    
    
    
    233,382Accumulated deficit
    
    
    (396,070
    )
    
    
    (403,614
    )
    
    
    (401,982
    )
    
    
    (431,416
    )
    
    
    (471,867
    )Total stockholders equity
    
    
    569,444
    
    
    
    575,839
    
    
    
    581,907
    
    
    
    556,913
    
    
    
    477,591
 
 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations.
 Forward-Looking Statements
    29




---



##### Table of Contents



Executive Overview
  ®
 ®
 ® ®
    30




---



##### Table of Contents



Global Initiatives
   Business Combinations
    31




---



##### Table of Contents



Results of Operations for Emulex Corporation and Subsidiaries
  Percentage of Net Revenues2009
    
    
    2008
    
    
    2007Net revenues:Host Server Products
    
    
    75.1
    %
    
    
    72.2
    %
    
    
    76.0
    %Embedded Storage Products
    
    
    24.7
    
    
    
    27.6
    
    
    
    22.9Other
    
    
    0.2
    
    
    
    0.2
    
    
    
    1.1Total net revenues
    
    
    100.0
    
    
    
    100.0
    
    
    
    100.0Cost of sales
    
    
    38.7
    
    
    
    38.3
    
    
    
    41.6Gross profit
    
    
    61.3
    
    
    
    61.7
    
    
    
    58.4Operating expenses:Engineering and development
    
    
    34.3
    
    
    
    26.4
    
    
    
    25.0Selling and marketing
    
    
    14.1
    
    
    
    11.9
    
    
    
    10.2General and administrative
    
    
    11.1
    
    
    
    7.9
    
    
    
    6.7Amortization of other intangible assets
    
    
    1.4
    
    
    
    1.9
    
    
    
    2.6Impairment of other intangible assets
    
    
    
    
    
    
    
    
    
    
    0.4In-process research and development
    
    
    
    
    
    
    
    
    
    
    4.1Total operating expenses
    
    
    60.9
    
    
    
    48.1
    
    
    
    49.0Operating income
    
    
    0.3
    
    
    
    13.6
    
    
    
    9.4Nonoperating income, net:Interest income
    
    
    1.2
    
    
    
    2.4
    
    
    
    4.3Interest expense
    
    
    
    
    
    
    
    
    
    
    (0.3
    )Other (expense) income, net
    
    
    
    
    
    
    
    
    
    
    (0.8
    )Total nonoperating income, net
    
    
    1.2
    
    
    
    2.4
    
    
    
    3.2Income before income taxes
    
    
    1.5
    
    
    
    16.0
    
    
    
    12.6Income tax (benefit) provision
    
    
    (0.5
    )
    
    
    17.4
    
    
    
    6.3Net income (loss)
    
    
    2.0
    %
    
    
    (1.4
    )%
    
    
    6.3
    %
 Fiscal 2009 versus Fiscal 2008
 Net Revenues.
 Net Revenues by Product Line
  Net Revenues by Product LinePercentage of
    
    
    
    
    
    
    Percentage of
    
    
    Increase/
    
    
    Percentage2009
    
    
    Net Revenues
    
    
    2008
    
    
    Net Revenues
    
    
    (Decrease)
    
    
    Change(Dollars in thousands)Host Server Products
    
    $
    284,099
    
    
    
    75
    %
    
    $
    352,687
    
    
    
    72
    %
    
    $
    (68,588
    )
    
    
    (19
    )%Embedded Storage Products
    
    
    93,559
    
    
    
    25
    
    
    
    134,858
    
    
    
    28
    
    
    
    (41,299
    )
    
    
    (31
    )%Other
    
    
    564
    
    
    
    
    
    
    
    756
    
    
    
    
    
    
    
    (192
    )
    
    
    (25
    )%Total net revenues
    
    $
    378,222
    
    
    
    100
    %
    
    $
    488,301
    
    
    
    100
    %
    
    $
    (110,079
    )
    
    
    (23
    )%
  32




---



##### Table of Contents



® ®
  Net Revenues by Major Customers
  Net Revenues by Major CustomersTotal DirectDirect
    
    
    and IndirectRevenues
    
    
    Revenues(2)2009
    
    
    2008
    
    
    2009
    
    
    2008Net revenue percentage(1)OEM:EMC
    
    
    
    
    
    
    
    
    
    
    14
    %
    
    
    18
    %Hewlett-Packard
    
    
    17
    %
    
    
    15
    %
    
    
    17
    %
    
    
    15
    %IBM
    
    
    22
    %
    
    
    21
    %
    
    
    31
    %
    
    
    28
    %Other:Info X
    
    
    10
    %
    
    
    14
    %
    
    
    
    
    
    
    
 
 (1)
    
    Amounts less than 10% are not presented.(2)
    
    Customer-specific models purchased or marketed indirectly through
distributors, resellers, and other third parties are included with the
OEMs revenues in these columns rather than as revenue for the
distributors, resellers or other third parties.   33




---



##### Table of Contents



Net Revenues by Sales Channel
  Net Revenues by Sales ChannelPercentage of
    
    
    
    
    
    
    Percentage of
    
    
    Increase/
    
    
    Percentage2009
    
    
    Net Revenues
    
    
    2008
    
    
    Net Revenues
    
    
    (Decrease)
    
    
    Change(Dollars in thousands)OEM
    
    $
    306,032
    
    
    
    81
    %
    
    $
    366,717
    
    
    
    75
    %
    
    $
    (60,685
    )
    
    
    (17
    )%Distribution
    
    
    71,894
    
    
    
    19
    %
    
    
    121,044
    
    
    
    25
    %
    
    
    (49,150
    )
    
    
    (41
    )%Other
    
    
    296
    
    
    
    
    
    
    
    540
    
    
    
    
    
    
    
    (244
    )
    
    
    (45
    )%Total net revenues
    
    $
    378,222
    
    
    
    100
    %
    
    $
    488,301
    
    
    
    100
    %
    
    $
    (110,079
    )
    
    
    (23
    )%
  Net Revenues by Geographic Territory
  Net Domestic and International RevenuesPercentage of
    
    
    
    
    
    
    Percentage of
    
    
    Increase/
    
    
    Percentage2009
    
    
    Net Revenues
    
    
    2008
    
    
    Net Revenues
    
    
    (Decrease)
    
    
    Change(Dollars in thousands)United States
    
    $
    144,201
    
    
    
    38
    %
    
    $
    197,063
    
    
    
    40
    %
    
    $
    (52,862
    )
    
    
    (27
    )%Asia Pacific
    
    
    107,914
    
    
    
    29
    %
    
    
    125,392
    
    
    
    26
    %
    
    
    (17,478
    )
    
    
    (14
    )%Europe, Middle
East, Africa and
rest of the world
    
    
    126,107
    
    
    
    33
    %
    
    
    165,846
    
    
    
    34
    %
    
    
    (39,739
    )
    
    
    (24
    )%Total net revenues
    
    $
    378,222
    
    
    
    100
    %
    
    $
    488,301
    
    
    
    100
    %
    
    $
    (110,079
    )
    
    
    (23
    )%
  Gross Profit.
 Gross ProfitPercentage of
    
    
    
    
    
    
    Percentage of
    
    
    Increase/
    
    
    Percentage2009
    
    Net Revenues
    
    
    2008
    
    
    Net Revenues
    
    
    (Decrease)
    
    
    Points Change$
    231,757
    
    
    61
    %
    
    $
    301,224
    
    
    
    62
    %
    
    $
    (69,467
    )
    
    
    
    %
   34




---



##### Table of Contents



Engineering and Development.
 Engineering and DevelopmentPercentage of
    
    
    
    
    
    
    Percentage of
    
    
    Increase/
    
    
    Percentage2009
    
    Net Revenues
    
    
    2008
    
    
    Net Revenues
    
    
    (Decrease)
    
    
    Points Change$
    129,795
    
    
    34
    %
    
    $
    129,232
    
    
    
    26
    %
    
    $
    563
    
    
    
    8
    %
  Selling and Marketing.
 Selling and MarketingPercentage of
    
    
    
    
    
    
    Percentage of
    
    
    Increase/
    
    
    Percentage2009
    
    Net Revenues
    
    
    2008
    
    
    Net Revenues
    
    
    (Decrease)
    
    
    Points Change$
    53,460
    
    
    14
    %
    
    $
    57,946
    
    
    
    12
    %
    
    $
    (4,486
    )
    
    
    2
    %
  General and Administrative.
 General and AdministrativePercentage of
    
    
    
    
    
    
    Percentage of
    
    
    Increase/
    
    
    Percentage2009
    
    Net Revenues
    
    
    2008
    
    
    Net Revenues
    
    
    (Decrease)
    
    
    Points Change$
    41,888
    
    
    11
    %
    
    $
    38,531
    
    
    
    8
    %
    
    $
    3,357
    
    
    
    3
    %
  35




---



##### Table of Contents



Amortization of Other Intangible Assets.
 Amortization of Other Intangible AssetsPercentage of
    
    
    
    
    
    
    Percentage of
    
    
    Increase/
    
    
    Percentage2009
    
    Net Revenues
    
    
    2008
    
    
    Net Revenues
    
    
    (Decrease)
    
    
    Points Change$
    5,337
    
    
    1
    %
    
    $
    9,260
    
    
    
    2
    %
    
    $
    (3,923
    )
    
    
    
    %
  Nonoperating Income, net.
 Nonoperating Income, NetPercentage of
    
    
    
    
    
    
    Percentage of
    
    
    Increase/
    
    
    Percentage2009
    
    Net Revenues
    
    
    2008
    
    
    Net Revenues
    
    
    (Decrease)
    
    
    Points Change$
    4,329
    
    
    1
    %
    
    $
    11,662
    
    
    
    2
    %
    
    $
    (7,333
    )
    
    
    (1
    )%
  Income taxes.
 Income TaxesPercentage of
    
    
    
    
    
    
    Percentage of
    
    
    Increase/
    
    
    Percentage2009
    
    Net Revenues
    
    
    2008
    
    
    Net Revenues
    
    
    (Decrease)
    
    
    Points Change$
    (1,938
    )
    
    (1
    )%
    
    $
    84,988
    
    
    
    17
    %
    
    $
    (86,926
    )
    
    
    (18
    )%
   36




---



##### Table of Contents



Fiscal 2008 versus Fiscal 2007
 Net Revenues.
 Net Revenues by Product Line
  Net Revenues by Product LinePercentage of
    
    
    
    
    
    
    Percentage of
    
    
    Increase/
    
    
    Percentage2008
    
    
    Net Revenues
    
    
    2007
    
    
    Net Revenues
    
    
    (Decrease)
    
    
    Change(Dollars in thousands)Host Server Products
    
    $
    352,687
    
    
    
    72
    %
    
    $
    357,279
    
    
    
    76
    %
    
    $
    (4,592
    )
    
    
    (1
    )%Embedded Storage Products
    
    
    134,858
    
    
    
    28
    
    
    
    107,578
    
    
    
    23
    
    
    
    27,280
    
    
    
    25
    %Other
    
    
    756
    
    
    
    
    
    
    
    5,330
    
    
    
    1
    
    
    
    (4,574
    )
    
    
    (86
    )%Total net revenues
    
    $
    488,301
    
    
    
    100
    %
    
    $
    470,187
    
    
    
    100
    %
    
    $
    18,114
    
    
    
    4
    %
 Net Revenues by Major Customers
  Net Revenues by Major CustomersTotal DirectDirect
    
    
    and IndirectRevenues
    
    
    Revenues(2)2008
    
    
    2007
    
    
    2008
    
    
    2007Net revenue percentage(1)EMC
    
    
    
    
    
    
    
    
    
    
    18
    %
    
    
    18
    %Hewlett-Packard
    
    
    15
    %
    
    
    13
    %
    
    
    15
    %
    
    
    13
    %IBM
    
    
    21
    %
    
    
    22
    %
    
    
    28
    %
    
    
    25
    %Info X
    
    
    14
    %
    
    
    17
    %
    
    
    
    
    
    
    
 
 (1)
    
    Amounts less than 10% are not presented.(2)
    
    Customer-specific models purchased or marketed indirectly through
distributors, resellers, and other third parties are included with the
OEMs revenues in these columns rather than as revenue for the
distributors, resellers or other third parties.   37




---



##### Table of Contents



Net Revenues by Sales Channel
  Net Revenues by Sales ChannelPercentage of
    
    
    
    
    
    
    Percentage of
    
    
    Increase/
    
    
    Percentage2008
    
    
    Net Revenues
    
    
    2007
    
    
    Net Revenues
    
    
    (Decrease)
    
    
    Change(Dollars in thousands)OEM
    
    $
    366,717
    
    
    
    75
    %
    
    $
    335,562
    
    
    
    71
    %
    
    $
    31,155
    
    
    
    9
    %Distribution
    
    
    121,044
    
    
    
    25
    %
    
    
    134,322
    
    
    
    29
    %
    
    
    (13,278
    )
    
    
    (10
    )%Other
    
    
    540
    
    
    
    
    
    
    
    303
    
    
    
    
    
    
    
    237
    
    
    
    78
    %Total net revenues
    
    $
    488,301
    
    
    
    100
    %
    
    $
    470,187
    
    
    
    100
    %
    
    $
    18,114
    
    
    
    4
    %
  Net Revenues by Geographic Territory
  Net Domestic and International RevenuesPercentage of
    
    
    
    
    
    
    Percentage of
    
    
    Increase/
    
    
    Percentage2008
    
    
    Net Revenues
    
    
    2007
    
    
    Net Revenues
    
    
    (Decrease)
    
    
    Change(Dollars in thousands)United States
    
    $
    197,063
    
    
    
    40
    %
    
    $
    218,996
    
    
    
    47
    %
    
    $
    (21,933
    )
    
    
    (10
    )%Asia Pacific
    
    
    125,392
    
    
    
    26
    %
    
    
    80,637
    
    
    
    17
    %
    
    
    44,755
    
    
    
    56
    %Europe, Middle East, Africa, and
rest of the world
    
    
    165,846
    
    
    
    34
    %
    
    
    170,554
    
    
    
    36
    %
    
    
    (4,708
    )
    
    
    (3
    )%Total net revenues
    
    $
    488,301
    
    
    
    100
    %
    
    $
    470,187
    
    
    
    100
    %
    
    $
    18,114
    
    
    
    4
    %
  Gross Profit.
 Gross ProfitPercentage of
    
    
    
    
    
    
    Percentage of
    
    
    Increase/
    
    
    Percentage2008
    
    Net Revenues
    
    
    2007
    
    
    Net Revenues
    
    
    (Decrease)
    
    
    Points Change$
    301,224
    
    
    62
    %
    
    $
    274,608
    
    
    
    58
    %
    
    $
    26,616
    
    
    
    3
    %
  38




---



##### Table of Contents



Engineering and Development.
 Engineering and DevelopmentPercentage of
    
    
    
    
    
    
    Percentage of
    
    
    Increase/
    
    
    Percentage2008
    
    Net Revenues
    
    
    2007
    
    
    Net Revenues
    
    
    (Decrease)
    
    
    Points Change$
    129,232
    
    
    26
    %
    
    $
    117,833
    
    
    
    25
    %
    
    $
    11,399
    
    
    
    1
    %
  Selling and Marketing.
 Selling and MarketingPercentage of
    
    
    
    
    
    
    Percentage of
    
    
    Increase/
    
    
    Percentage2008
    
    Net Revenues
    
    
    2007
    
    
    Net Revenues
    
    
    (Decrease)
    
    
    Points Change$
    57,946
    
    
    12
    %
    
    $
    47,870
    
    
    
    10
    %
    
    $
    10,076
    
    
    
    2
    %
   39




---



##### Table of Contents



General and Administrative.
 General and AdministrativePercentage of
    
    
    
    
    
    
    Percentage of
    
    
    Increase/
    
    
    Percentage2008
    
    Net Revenues
    
    
    2007
    
    
    Net Revenues
    
    
    (Decrease)
    
    
    Points Change$
    38,531
    
    
    8
    %
    
    $
    31,416
    
    
    
    7
    %
    
    $
    7,115
    
    
    
    1
    %
  Amortization of Other Intangible Assets.
 Amortization of Other Intangible AssetsPercentage of
    
    
    
    
    
    
    Percentage of
    
    
    Increase/
    
    
    Percentage2008
    
    Net Revenues
    
    
    2007
    
    
    Net Revenues
    
    
    (Decrease)
    
    
    Points Change$
    9,260
    
    
    2
    %
    
    $
    12,082
    
    
    
    3
    %
    
    $
    (2,822
    )
    
    
    (1
    )%
  Impairment of Other Intangible Assets.
 Impairment of Other Intangible AssetsPercentage of
    
    
    
    
    
    
    Percentage of
    
    
    Increase/
    
    
    Percentage2008
    
    Net Revenues
    
    
    2007
    
    
    Net Revenues
    
    
    (Decrease)
    
    
    Points Change$
    
    
    
    
    
    
    $
    2,001
    
    
    
    
    
    
    $
    (2,001
    )
    
    
    
  In-Process Research and Development.
 In-Process Research and DevelopmentPercentage of
    
    
    
    
    
    
    Percentage of
    
    
    Increase/
    
    
    Percentage2008
    
    Net Revenues
    
    
    2007
    
    
    Net Revenues
    
    
    (Decrease)
    
    
    Points Change$
    
    
    
    
    
    
    $
    19,225
    
    
    
    4
    %
    
    $
    (19,225
    )
    
    
    (4
    )%
   40




---



##### Table of Contents



Nonoperating Income, net.
 Nonoperating Income, NetPercentage of
    
    
    
    
    
    
    Percentage of
    
    
    Increase/
    
    
    Percentage2008
    
    Net Revenues
    
    
    2007
    
    
    Net Revenues
    
    
    (Decrease)
    
    
    Points Change$
    11,662
    
    
    2
    %
    
    $
    14,902
    
    
    
    3
    %
    
    $
    (3,240
    )
    
    
    (1
    )%
  Income taxes.
 Income TaxesPercentage of
    
    
    
    
    
    
    Percentage of
    
    
    Increase/
    
    
    Percentage2008
    
    Net Revenues
    
    
    2007
    
    
    Net Revenues
    
    
    (Decrease)
    
    
    Points Change$
    84,988
    
    
    17
    %
    
    $
    29,649
    
    
    
    6
    %
    
    $
    55,339
    
    
    
    11
    %
  Critical Accounting Policies
   Revenue Recognition.
  41




---



##### Table of Contents



Warranty.
 Allowance for Doubtful Accounts
 Intangible Assets and Other Long-Lived Assets
 Inventories
 Goodwill
    42




---



##### Table of Contents



Income Taxes
  Stock-Based Compensation
 Litigation Costs
 Recently Adopted and Recently Issued Accounting Standards
   43




---



##### Table of Contents



Liquidity and Capital Resources
        44




---



##### Table of Contents



Payments Due by PeriodTotal
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    Thereafter(in thousands)Leases(1)
    
    $
    17,656
    
    
    $
    6,104
    
    
    $
    5,949
    
    
    $
    3,942
    
    
    $
    1,661
    
    
    
    
    
    
    
    Purchase commitments(2)
    
    
    33,762
    
    
    
    33,178
    
    
    
    584
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other commitments(3)
    
    
    18,103
    
    
    
    9,069
    
    
    
    9,031
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    69,521
    
    
    $
    48,351
    
    
    $
    15,564
    
    
    $
    3,945
    
    
    $
    1,661
    
    
    $
    
    
    
    $
    
 
 (1)
    
    Lease payments include common area maintenance (CAM) charges.(2)
    
    Consists primarily of commitments to purchase inventory.(3)
    
    Consists primarily of commitments to purchase non-recurring
engineering services but excludes approximately $31.3 million of
unrecognized tax benefits under FIN 48 for which we cannot make a
reasonably reliable estimate of the period of payment. See Note 13 to
our consolidated financial statements. 
 Item 7A. Qualitative and Quantitative Disclosures about Market Risk.
 Interest Rate Sensitivity
    
 Item 8. Financial Statements and Supplementary Data.
  
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.
   45




---



##### Table of Contents



Item 9A. Controls and Procedures.
 Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
  Managements Report on Internal Control Over Financial Reporting
  Internal Control  Integrated Framework.
 Changes in Internal Control Over Financial Reporting
  
 Item 9B. Other Information.
   46




---



##### Table of Contents



PART III
 
 Item 10. Directors, Executive Officers, and Corporate Governance.
   
 Item 11. Executive Compensation.
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management.
  Securities Authorized for Issuance Under Equity Compensation Plans
  Number of SecuritiesRemaining AvailableNumber of Securities
    
    
    
    
    
    
    for Future Issuanceto be Issued Upon
    
    
    Weighted-Average
    
    
    Under EquityExercise of
    
    
    Exercise Price of
    
    
    Compensation PlansOutstanding Options,
    
    
    Outstanding Options,
    
    
    (Excluding SecuritiesPlan Category
    
    Warrants and Rights
    
    
    Warrants and Rights
    
    
    Related in Column (a))(a)
    
    
    (b)
    
    
    (c)Equity
compensations plans
approved by
security holders(1)
    
    
    11,434,624
    
    
    $
    22.28
    
    
    
    4,871,165
    (4)Employee stock
purchase plan
approved by
security holders(2)
    
    
    
    
    
    
    
    
    
    
    1,312,460Equity
compensations plans
not approved by
security holders(3)
    
    
    745,780
    
    
    $
    12.53
    
    
    
    10,828Total
    
    
    12,180,404
    
    
    $
    21.68
    
    
    
    6,194,453
 
 (1)
    
    Consists of the Emulex Corporation Employee Stock Option Plan, the
Emulex Corporation 2005 Equity Incentive Plan, the Emulex Corporation
2004 Employee Stock Incentive Plan, and the Emulex Corporation 1997
Stock Option Plan for Non-Employee Directors.(2)
    
    The Emulex Employee Stock Purchase Plan enables employees to purchase
our common stock at a 15% discount to the lower of market value at the
beginning or end of each six month offering period. As such, the
number of shares that may be issued during a given six month period
and the purchase price of such shares cannot be determined in advance.
See Note 12 to our Consolidated Financial Statements.  47




---



##### Table of Contents



(3)
    
    Consists of the Sierra Logic, Inc. (Sierra Logic) 2001 Stock Option
Plan, Aarohi Communications Inc. (Aarohi) 2001 Stock Option Plan, the
Vixel Corporation (Vixel) 2000 Non-Officer Equity Incentive Plan, the
Vixel Corporation 1999 Equity Incentive Plan, the Vixel Corporation
Amended and Restated 1995 Stock Option Plan, and the Giganet, Inc.
(Giganet) 1995 Stock Option Plan. Options issued under these plans
were converted into options to purchase Emulex Corporation common
stock as a result of the acquisitions of Sierra Logic, Aarohi, Vixel,
and Giganet.(4)
    
    Includes net unvested stock granted of 2,721,606 shares that are not
deemed issued for accounting purposes until vested. 
 Item 13. Certain Relationships and Related Transactions.
  
 Item 14. Principal Accountant Fees and Services.
   48




---



##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules.
 (a) Financial Statements and Schedules
 Consolidated Financial Statements
  Financial Statement Schedule
  Exhibits
  (b) Exhibits
   49




---



##### Table of Contents



EMULEX CORPORATION AND SUBSIDIARIES
 ANNUAL REPORT  FORM 10-K
Items 8, 15(a)(1) and 15(a)(2)
Index to Consolidated Financial Statements and Schedule
June 28, 2009, June 29, 2008, and July 1, 2007
(With Report of Independent Registered Public Accounting Firm Thereon)
 Page NumberConsolidated Financial StatementsReports of Independent Registered Public Accounting Firm
    
    
    51Consolidated Balance Sheets  June 28, 2009, and June 29, 2008
    
    
    53Consolidated Statements of Operations  Years ended June 28,
2009, June 29, 2008, and July 1, 2007
    
    
    54Consolidated Statements of Stockholders Equity and
Comprehensive Income (Loss)  Years ended June 28, 2009, June
29, 2008, and July 1, 2007
    
    
    55Consolidated Statements of Cash Flows  Years ended June 28,
2009, June 29, 2008, and July 1, 2007
    
    
    56Notes to Consolidated Financial Statements
    
    
    57ScheduleSchedule II  Valuation and Qualifying Accounts
    
    
    84
   50




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     Internal Control  Integrated Framework
  
  51




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal Control  Integrated Framework
    Internal
Control  Integrated Framework
   
  52




---



##### Table of Contents



EMULEX CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 June 28, 2009 and June 29, 2008
 2009
    
    
    2008(in thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    294,136
    
    
    $
    217,017Investments
    
    
    8,289
    
    
    
    133,182Accounts and other receivables, net of
allowance for doubtful accounts of $1,553
and $1,753 at June 28, 2009 and June 29,
2008, respectively
    
    
    51,566
    
    
    
    61,634Inventories
    
    
    10,665
    
    
    
    19,336Prepaid income taxes
    
    
    17,083
    
    
    
    26Prepaid expenses and other current assets
    
    
    8,021
    
    
    
    5,079Deferred income taxes
    
    
    16,793
    
    
    
    20,773Total current assets
    
    
    406,553
    
    
    
    457,047Property and equipment, net
    
    
    74,794
    
    
    
    73,580Investments
    
    
    
    
    
    
    150Goodwill
    
    
    87,840
    
    
    
    87,843Intangible assets, net
    
    
    42,990
    
    
    
    67,299Deferred income taxes
    
    
    16,002
    
    
    
    5,481Other assets
    
    
    30,739
    
    
    
    7,656Total Assets
    
    $
    658,918
    
    
    $
    699,056LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    28,786
    
    
    $
    23,714Accrued liabilities
    
    
    23,454
    
    
    
    26,363Income taxes payable
    
    
    
    
    
    
    37,528Total current liabilities
    
    
    52,240
    
    
    
    87,605Other liabilities
    
    
    5,826
    
    
    
    3,633Accrued taxes
    
    
    31,408
    
    
    
    31,979Total Liabilities
    
    
    89,474
    
    
    
    123,217Commitments and contingencies (Note 11)Subsequent events (Notes 5, 11, 12)Stockholders equity:Preferred stock, $0.01 par value; 1,000,000
shares authorized (150,000 shares designated
as Series A Junior Participating Preferred
Stock); none issued and outstanding
    
    
    
    
    
    
    Common stock, $0.10 par value; 240,000,000
shares authorized; 89,668,255 and 88,113,322
issued at June 28, 2009 and June 29, 2008,
respectively
    
    
    8,967
    
    
    
    8,811Additional paid-in capital
    
    
    1,106,990
    
    
    
    1,080,722Accumulated deficit
    
    
    (396,070
    )
    
    
    (403,614
    )Accumulated other comprehensive (loss) income
    
    
    (443
    )
    
    
    7Treasury stock, at cost; 8,550,971 and
5,660,337 shares at June 28, 2009 and June
29, 2008, respectively
    
    
    (150,000
    )
    
    
    (110,087
    )Total stockholders equity
    
    
    569,444
    
    
    
    575,839Total Liabilities and Stockholders Equity
    
    $
    658,918
    
    
    $
    699,056
   53




---



##### Table of Contents



EMULEX CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 Years Ended June 28, 2009, June 29, 2008, and July 1, 2007
 2009
    
    
    2008
    
    
    2007(in thousands, except per share data)Net revenues
    
    $
    378,222
    
    
    $
    488,301
    
    
    $
    470,187Cost of sales
    
    
    146,465
    
    
    
    187,077
    
    
    
    195,579Gross profit
    
    
    231,757
    
    
    
    301,224
    
    
    
    274,608Operating expenses:Engineering and development
    
    
    129,795
    
    
    
    129,232
    
    
    
    117,833Selling and marketing
    
    
    53,460
    
    
    
    57,946
    
    
    
    47,870General and administrative
    
    
    41,888
    
    
    
    38,531
    
    
    
    31,416Amortization of other intangible assets
    
    
    5,337
    
    
    
    9,260
    
    
    
    12,082Impairment of other intangible assets
    
    
    
    
    
    
    
    
    
    
    2,001In-process research and development
    
    
    
    
    
    
    
    
    
    
    19,225Total operating expenses
    
    
    230,480
    
    
    
    234,969
    
    
    
    230,427Operating income
    
    
    1,277
    
    
    
    66,255
    
    
    
    44,181Nonoperating income, net:Interest income
    
    
    4,362
    
    
    
    11,672
    
    
    
    20,000Interest expense
    
    
    (29
    )
    
    
    (27
    )
    
    
    (1,179
    )Other (expense) income, net
    
    
    (4
    )
    
    
    17
    
    
    
    (3,919
    )Total nonoperating income, net
    
    
    4,329
    
    
    
    11,662
    
    
    
    14,902Income before income taxes
    
    
    5,606
    
    
    
    77,917
    
    
    
    59,083Income tax (benefit) provision
    
    
    (1,938
    )
    
    
    84,988
    
    
    
    29,649Net income (loss)
    
    $
    7,544
    
    
    $
    (7,071
    )
    
    $
    29,434Net income (loss) per share:Basic
    
    $
    0.09
    
    
    $
    (0.09
    )
    
    $
    0.35Diluted
    
    $
    0.09
    
    
    $
    (0.09
    )
    
    $
    0.34Number of shares used in per share computations:Basic
    
    
    80,440
    
    
    
    82,147
    
    
    
    84,545Diluted
    
    
    81,879
    
    
    
    82,147
    
    
    
    89,089
   54




---



##### Table of Contents



EMULEX CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 AND COMPREHENSIVE INCOME (LOSS)  Years ended June 28, 2009, June 29, 2008, and July 1, 2007
 Common Stock
    
    
    
    
    
    
    
    
    
    
    Accumulated
    
    
    
    
    
    
    TotalShares
    
    
    
    
    
    
    Additional
    
    
    
    
    
    
    Comprehensive
    
    
    
    
    
    
    Stock-Out-
    
    
    
    
    
    
    Paid-In
    
    
    Accumulated
    
    
    Income/
    
    
    Treasury
    
    
    holdersstanding
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    (Loss)
    
    
    Stock
    
    
    EquityBalance at July 2, 2006
    
    
    84,455,809
    
    
    $
    8,446
    
    
    $
    979,893
    
    
    $
    (431,416
    )
    
    $
    (10
    )
    
    $
    
    
    
    $
    556,913Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,434
    
    
    
    
    
    
    
    
    
    
    
    29,434Foreign currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    74
    
    
    
    
    
    
    
    74Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,508Share-based compensation
expense
    
    
    
    
    
    
    
    
    
    
    28,057
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,057Options issued to purchase
Sierra Logic, Inc., net of
securities registration
costs
    
    
    
    
    
    
    
    
    
    
    7,410
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,410Stock awards vested
    
    
    101,900
    
    
    
    10
    
    
    
    (10
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Common stock withheld for
taxes
    
    
    (25,602
    )
    
    
    (2
    )
    
    
    (540
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (542
    )Exercise of stock options
    
    
    2,130,320
    
    
    
    213
    
    
    
    18,823
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,036Tax benefit from exercise of
stock options
    
    
    
    
    
    
    
    
    
    
    7,951
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,951Issuance of common stock
under employee stock
purchase plan
    
    
    244,113
    
    
    
    24
    
    
    
    3,637
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,661Purchase of treasury stock
    
    
    (3,589,278
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (70,087
    )
    
    
    (70,087
    )Balance at July 1, 2007
    
    
    83,317,262
    
    
    
    8,691
    
    
    
    1,045,221
    
    
    
    (401,982
    )
    
    
    64
    
    
    
    (70,087
    )
    
    
    581,907Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,071
    )
    
    
    
    
    
    
    
    
    
    
    (7,071
    )Foreign currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (57
    )
    
    
    
    
    
    
    (57
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,128
    )Cumulative effect of
adoption of FIN 48
    
    
    
    
    
    
    
    
    
    
    (3,095
    )
    
    
    5,439
    
    
    
    
    
    
    
    
    
    
    
    2,344Share-based compensation
expense
    
    
    
    
    
    
    
    
    
    
    29,008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,008Stock awards vested
    
    
    450,836
    
    
    
    45
    
    
    
    (45
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Common stock withheld for
taxes
    
    
    (150,417
    )
    
    
    (15
    )
    
    
    (2,667
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,682
    )Exercise of stock options
    
    
    594,542
    
    
    
    59
    
    
    
    5,835
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,894Tax benefit from exercise of
stock options
    
    
    
    
    
    
    
    
    
    
    1,965
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,965Issuance of common stock
under employee stock
purchase plan
    
    
    311,821
    
    
    
    31
    
    
    
    4,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,531Purchase of treasury stock
    
    
    (2,071,059
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (40,000
    )
    
    
    (40,000
    )Balance at June 29, 2008
    
    
    82,452,985
    
    
    
    8,811
    
    
    
    1,080,722
    
    
    
    (403,614
    )
    
    
    7
    
    
    
    (110,087
    )
    
    
    575,839Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,544
    
    
    
    
    
    
    
    
    
    
    
    7,544Foreign currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (450
    )
    
    
    
    
    
    
    (450
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,094Share-based compensation
expense
    
    
    
    
    
    
    
    
    
    
    23,095
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,095Stock awards vested
    
    
    805,379
    
    
    
    81
    
    
    
    (81
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Common stock withheld for
taxes
    
    
    (267,789
    )
    
    
    (27
    )
    
    
    (2,854
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,881
    )Exercise of stock options
    
    
    364,405
    
    
    
    37
    
    
    
    1,892
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,929Tax shortfall from exercise
of stock options
    
    
    
    
    
    
    
    
    
    
    (854
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (854
    )Issuance of common stock
under employee stock
purchase plan
    
    
    652,938
    
    
    
    65
    
    
    
    5,070
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,135Purchase of treasury stock
    
    
    (2,890,634
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (39,913
    )
    
    
    (39,913
    )Balance at June 28, 2009
    
    
    81,117,284
    
    
    $
    8,967
    
    
    $
    1,106,990
    
    
    $
    (396,070
    )
    
    $
    (443
    )
    
    $
    (150,000
    )
    
    $
    569,444
   55




---



##### Table of Contents



EMULEX CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 June 28, 2009, June 29, 2008, and July 1, 2007
 2009
    
    
    2008
    
    
    2007(in thousands)Cash flows from operating activities:Net income (loss)
    
    $
    7,544
    
    
    $
    (7,071
    )
    
    $
    29,434Adjustments to reconcile net income (loss) to net cash provided by operating activities:Depreciation and amortization of property and equipment
    
    
    22,322
    
    
    
    19,113
    
    
    
    17,654Amortization of discount on convertible subordinated notes
    
    
    
    
    
    
    
    
    
    
    823Share-based compensation expense
    
    
    23,108
    
    
    
    29,002
    
    
    
    28,030Amortization of intangible assets
    
    
    24,257
    
    
    
    32,302
    
    
    
    37,887Impairment of strategic investment and related note receivable
    
    
    
    
    
    
    
    
    
    
    4,975Accrued interest income, net
    
    
    556
    
    
    
    (437
    )
    
    
    In-process research and development expense
    
    
    
    
    
    
    
    
    
    
    19,225(Gain) loss on disposal of property and equipment
    
    
    (61
    )
    
    
    128
    
    
    
    148Impairment of property and equipment
    
    
    163
    
    
    
    
    
    
    
    Deferred income taxes
    
    
    (6,521
    )
    
    
    (3,167
    )
    
    
    (2,960
    )Excess tax benefits from share-based compensation
    
    
    (310
    )
    
    
    (1,411
    )
    
    
    (6,809
    )Impairment of intangible assets
    
    
    
    
    
    
    3,097
    
    
    
    2,175Foreign currency adjustments
    
    
    42
    
    
    
    (28
    )
    
    
    (210
    )Provision for losses on accounts and other receivables
    
    
    (200
    )
    
    
    
    
    
    
    Changes in assets and liabilities:Accounts and other receivables, net
    
    
    10,260
    
    
    
    5,895
    
    
    
    (3,598
    )Inventories
    
    
    8,685
    
    
    
    9,632
    
    
    
    (2,309
    )Prepaid expenses and other assets
    
    
    (4,833
    )
    
    
    (2,656
    )
    
    
    325Accounts payable, accrued liabilities, and other liabilities
    
    
    4,863
    
    
    
    325
    
    
    
    2,292Accrued taxes
    
    
    (571
    )
    
    
    11,670
    
    
    
    Income taxes payable and prepaid income taxes
    
    
    (55,326
    )
    
    
    45,721
    
    
    
    2,811Net cash provided by operating activities
    
    
    33,978
    
    
    
    142,115
    
    
    
    129,893Cash flows from investing activities:Net proceeds from sale of property and equipment
    
    
    176
    
    
    
    85
    
    
    
    76Additions to property and equipment
    
    
    (24,673
    )
    
    
    (27,748
    )
    
    
    (13,141
    )Payments for purchase of Sierra Logic, Inc., net of cash acquired
    
    
    
    
    
    
    
    
    
    
    (134,188
    )Restricted cash placed in escrow related to Sierra Logic, Inc. acquisition
    
    
    
    
    
    
    
    
    
    
    (24,316
    )Investment in and loans to privately-held companies
    
    
    (20,932
    )
    
    
    (5,000
    )
    
    
    (4,975
    )Purchases of investments
    
    
    (97,715
    )
    
    
    (794,960
    )
    
    
    (2,234,859
    )Maturities of investments
    
    
    221,741
    
    
    
    864,353
    
    
    
    2,406,728Net cash provided by (used in) investing activities
    
    
    78,597
    
    
    
    36,730
    
    
    
    (4,675
    )Cash flows from financing activities:Retirement of debt assumed in conjunction with Sierra Logic, Inc. acquisition
    
    
    
    
    
    
    
    
    
    
    (3,425
    )Retirement of convertible subordinated notes
    
    
    
    
    
    
    
    
    
    
    (236,000
    )Proceeds from issuance of common stock under stock plans
    
    
    7,064
    
    
    
    10,425
    
    
    
    22,697Repurchase of common stock
    
    
    (39,913
    )
    
    
    (40,000
    )
    
    
    (70,087
    )Tax withholding payments reimbursed by common stock
    
    
    (2,881
    )
    
    
    (2,682
    )
    
    
    (542
    )Excess tax benefits from share-based compensation
    
    
    310
    
    
    
    1,411
    
    
    
    6,809Net cash used in financing activities
    
    
    (35,420
    )
    
    
    (30,846
    )
    
    
    (280,548
    )Effect of exchange rates on cash and cash equivalents
    
    
    (36
    )
    
    
    (18
    )
    
    
    74Net increase (decrease) in cash and cash equivalents
    
    
    77,119
    
    
    
    147,981
    
    
    
    (155,256
    )Cash and cash equivalents at beginning of year
    
    
    217,017
    
    
    
    69,036
    
    
    
    224,292Cash and cash equivalents at end of year
    
    $
    294,136
    
    
    $
    217,017
    
    
    $
    69,036
   56




---



##### Table of Contents



EMULEX CORPORATION AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 1 Summary of Significant Accounting Policies
 Description of Business
  Principles of Consolidation
  Basis of Presentation
   Use of Estimates
  Foreign Currency Translation
   57




---



##### Table of Contents



Cash Equivalents
   Investments
  Equity Investments in Privately-Held Companies
  Accounts Receivable
  Inventories
   58




---



##### Table of Contents



Property and Equipment
  Goodwill
    Long-Lived Assets
  Intangible Assets, Net
   59




---



##### Table of Contents



Revenue Recognition
  Warranty
  Research and Development
  Advertising Expenses
  Income Taxes
    60




---



##### Table of Contents



Litigation Costs
  Net Income (Loss) per Share
  Supplemental Cash Flow Information
  2009
    
    
    2008
    
    
    2007(in thousands)Interest
    
    $
    35
    
    
    $
    27
    
    
    $
    336Income taxes
    
    $
    63,000
    
    
    $
    32,853
    
    
    $
    29,631Non-cash activities:Additional goodwill resulting from escrow
release as required by the Sierra Logic, Inc.
acquisition agreement
    
    $
    
    
    
    $
    24,277
    
    
    $
    Purchases of property and equipment not paid, net
    
    $
    156
    
    
    $
    1,874
    
    
    $
    939
 Comprehensive Income (Loss)
   61




---



##### Table of Contents



Stock-Based Compensation
  Fair Value of Financial Instruments
  Business and Credit Concentration
    Segment Information
  Recently Adopted Accounting Standards
 .
  62




---



##### Table of Contents



63




---



##### Table of Contents



Recently Issued Accounting Standards
       64




---



##### Table of Contents



The FASB Accounting Standards Codification.
 Note 2 Business Combination
    TwelveMonthsEnded July 1,2007(unaudited)(in thousands,except pershare data)Net revenues
    
    $
    477,620Net income
    
    $
    26,178Net income per basic share
    
    $
    0.31Net income per diluted share
    
    $
    0.30
 Note 3 Cash, Cash Equivalents, and Investments
   65




---



##### Table of Contents



Gross
    
    
    GrossUnrealized
    
    
    UnrealizedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair Value(in thousands)June 28, 2009Cash
    
    $
    42,516
    
    
    $
    
    
    
    $
    
    
    
    $
    42,516Money market funds
    
    
    251,620
    
    
    
    
    
    
    
    
    
    
    
    251,620Municipal bonds
    
    
    151
    
    
    
    1
    
    
    
    
    
    
    
    152U.S. Government securities
    
    
    4,097
    
    
    
    
    
    
    
    
    
    
    
    4,097U.S. Government sponsored entity securities
    
    
    4,041
    
    
    
    17
    
    
    
    
    
    
    
    4,058$
    302,425
    
    
    $
    18
    
    
    $
    
    
    
    $
    302,443June 29, 2008Cash
    
    $
    149,741
    
    
    $
    
    
    
    $
    
    
    
    $
    149,741Money market funds
    
    
    67,276
    
    
    
    
    
    
    
    
    
    
    
    67,276Municipal bonds
    
    
    4,626
    
    
    
    18
    
    
    
    
    
    
    
    4,644U.S. Government securities
    
    
    29,250
    
    
    
    2
    
    
    
    
    
    
    
    29,252U.S. Government sponsored entity securities
    
    
    90,528
    
    
    
    19
    
    
    
    
    
    
    
    90,547Corporate bonds
    
    
    8,928
    
    
    
    13
    
    
    
    
    
    
    
    8,941$
    350,349
    
    
    $
    52
    
    
    $
    
    
    
    $
    350,401
  2009
    
    
    2008(in thousands)Cash and cash equivalents
    
    $
    294,136
    
    
    $
    217,017Short-term investments (maturities less than one year)
    
    
    8,289
    
    
    
    133,182Long-term investments (maturities from one to five years)
    
    
    
    
    
    
    150$
    302,425
    
    
    $
    350,349
 Note 4 Inventories
  2009
    
    
    2008(in thousands)Raw materials
    
    $
    4,330
    
    
    $
    4,090Finished goods
    
    
    6,335
    
    
    
    15,246$
    10,665
    
    
    $
    19,336
 Note 5 Property and Equipment
  2009
    
    
    2008(in thousands)Equipment
    
    $
    89,661
    
    
    $
    81,774Furniture and fixtures
    
    
    42,992
    
    
    
    38,067Buildings and improvements
    
    
    41,893
    
    
    
    37,790Land
    
    
    12,532
    
    
    
    12,532187,078
    
    
    
    170,163Less: accumulated depreciation and amortization
    
    
    (112,284
    )
    
    
    (96,583
    )$
    74,794
    
    
    $
    73,580
  66




---



##### Table of Contents



Note 6 Goodwill and Intangible Assets, net
   2009
    
    
    2008(in thousands)Intangible assets subject to amortization:Core technology and patents
    
    $
    92,228
    
    
    $
    92,272Accumulated amortization, core technology and patents
    
    
    (82,381
    )
    
    
    (75,607
    )Developed technology
    
    
    77,312
    
    
    
    77,313Accumulated amortization, developed technology
    
    
    (46,488
    )
    
    
    (32,788
    )Customer relationships
    
    
    38,670
    
    
    
    38,674Accumulated amortization, customer relationships
    
    
    (37,227
    )
    
    
    (34,047
    )Tradename
    
    
    4,639
    
    
    
    4,643Accumulated amortization, tradename
    
    
    (3,763
    )
    
    
    (3,161
    )$
    42,990
    
    
    $
    67,299
     2010
    
    $
    21,6942011
    
    
    17,7112012
    
    
    3,5852013
    
    
    2014
    
    
    $
    42,990
  67




---



##### Table of Contents



Note 7 Other Assets
  2009
    
    
    2008(in thousands)Note receivable
    
    $
    15,000
    
    
    $
    Equity investment in privately-held company
    
    
    11,184
    
    
    
    5,000Other
    
    
    4,555
    
    
    
    2,656$
    30,739
    
    
    $
    7,656
  Note 8 Accrued Liabilities
  2009
    
    
    2008(in thousands)Payroll and related costs
    
    $
    11,410
    
    
    $
    11,792Warranty liability
    
    
    2,462
    
    
    
    4,174Deferred revenue and accrued rebates
    
    
    3,499
    
    
    
    4,848Other
    
    
    6,083
    
    
    
    5,549$
    23,454
    
    
    $
    26,363
  2009
    
    
    2008(in thousands)Balance at beginning of period
    
    $
    4,174
    
    
    $
    3,832Accrual for warranties issued
    
    
    1,030
    
    
    
    3,306Changes to pre-existing warranties (including changes in estimates)
    
    
    (982
    )
    
    
    (1,002
    )Settlements made (in cash or in kind)
    
    
    (1,760
    )
    
    
    (1,962
    )Balance at end of period
    
    $
    2,462
    
    
    $
    4,174
 Note 9 Convertible Subordinated Notes
  Note 10 Employee Retirement Savings Plans
   68




---



##### Table of Contents



Note 11 Commitments and Contingencies
 Leases
   OperatingLeasesFiscal year:2010
    
    $
    6,0702011
    
    
    5,9182012
    
    
    3,9352013
    
    
    1,6602014
    
    
    Thereafter
    
    
    Total minimum lease payments
    
    $
    17,583
 Litigation
   69




---



##### Table of Contents



70




---



##### Table of Contents



71




---



##### Table of Contents



Broadcom Unsolicited Takeover Proposal
  Other Commitments and Contingencies
     Note 12 Shareholders Equity
 Stock Repurchase Program
    72




---



##### Table of Contents



Shareholder Rights Plan
  Exchange Program
      73




---



##### Table of Contents



Stock-Based Compensation
   2009
    
    
    2008
    
    
    2007(in thousands)Total cost of stock-based payment plans during the period
    
    $
    23,095
    
    
    $
    29,008
    
    
    $
    28,057Amounts capitalized in inventory during the period
    
    
    (615
    )
    
    
    (569
    )
    
    
    (652
    )Amounts recognized in income for amounts previously
capitalized in inventory
    
    
    628
    
    
    
    563
    
    
    
    625Amounts charged against income, before income tax benefit
    
    $
    23,108
    
    
    $
    29,002
    
    
    $
    28,030Amount of related income tax benefit recognized in income
    
    $
    7,563
    
    
    $
    8,148
    
    
    $
    6,700
 Employee Stock Purchase Plan
  Employee Stock Option and Equity Incentive Plan
   74




---



##### Table of Contents



75




---



##### Table of Contents



76




---



##### Table of Contents



WeightedAverageWeighted
    
    
    Remaining
    
    
    AggregateAverage
    
    
    Contractual
    
    
    IntrinsicOptions
    
    
    Exercise Price
    
    
    Term (Years)
    
    
    Value(in millions)Options outstanding at June 29, 2008
    
    
    14,078,051
    
    
    $
    21.54Options granted
    
    
    171,000
    
    
    $
    11.31Options exercised
    
    
    (364,405
    )
    
    $
    5.29Options canceled
    
    
    (1,319,038
    )
    
    $
    24.92Options forfeited
    
    
    (385,204
    )
    
    $
    16.15Options outstanding at June 28, 2009
    
    
    12,180,404
    
    
    $
    21.68
    
    
    
    3.10
    
    
    $
    2.04Options vested and expected to vest at June 28, 2009
    
    
    12,113,544
    
    
    $
    21.72
    
    
    
    3.09
    
    
    $
    2.03Options exercisable at June 28, 2009
    
    
    11,055,625
    
    
    $
    22.26
    
    
    
    2.97
    
    
    $
    1.89
  Amended Purchase Plan2009
    
    2008
    
    2007Expected volatility
    
    49% - 87%
    
    32% - 45%
    
    29% - 31%Weighted average expected volatility
    
    67%
    
    40%
    
    30%Expected dividends
    
    
    
    
    
    Expected term (in years)
    
    0.5
    
    0.5
    
    0.2 - 0.5Weighted average expected term (in years)
    
    0.5
    
    0.5
    
    0.5Risk-free interest rate
    
    0.30% - 1.13%
    
    1.67% - 4.08%
    
    5.01% - 5.08%
 All Other Plans2009
    
    2008
    
    2007Expected volatility
    
    42% - 53%
    
    33% - 40%
    
    30% - 38%Weighted average expected volatility
    
    44%
    
    37%
    
    34%Expected dividends
    
    
    
    
    
    Expected term (in years)
    
    3.0 - 5.0
    
    2.4 - 5.0
    
    1.4 - 4.4Weighted average expected term (in years)
    
    3.8
    
    3.3
    
    3.2Risk-free interest rate
    
    1.12% - 3.02%
    
    1.75% - 4.17%
    
    4.51% - 4.95%
  77




---



##### Table of Contents



WeightedAverage GrantNumber of
    
    
    Date FairShares
    
    
    ValueAwards outstanding and unvested at June 29, 2008
    
    
    2,135,765
    
    
    $
    18.07Awards granted
    
    
    1,662,900
    
    
    $
    9.19Awards vested
    
    
    (805,379
    )
    
    $
    17.71Awards forfeited
    
    
    (271,680
    )
    
    $
    16.98Awards outstanding and unvested at June 28, 2009
    
    
    2,721,606
    
    
    $
    12.85
    Note 13 Income Taxes
  2009
    
    
    2008
    
    
    2007(in thousands)Federal:Current
    
    $
    1,852
    
    
    $
    86,598
    
    
    $
    38,869Deferred
    
    
    (2,824
    )
    
    
    (2,382
    )
    
    
    (11,961
    )State:Current
    
    
    400
    
    
    
    (517
    )
    
    
    (6,329
    )Deferred
    
    
    (3,697
    )
    
    
    1,220
    
    
    
    9,001Foreign:Current
    
    
    2,331
    
    
    
    69
    
    
    
    69Total income tax (benefit) expense
    
    $
    (1,938
    )
    
    $
    84,988
    
    
    $
    29,649
   2009
    
    
    2008
    
    
    2007(in thousands)Domestic
    
    $
    4,947
    
    
    $
    77,680
    
    
    $
    58,852Foreign
    
    
    659
    
    
    
    237
    
    
    
    231Total
    
    $
    5,606
    
    
    $
    77,917
    
    
    $
    59,083
  78




---



##### Table of Contents



2009
    
    
    2008(in thousands)Deferred tax assets:Capitalization of inventory costs
    
    $
    79
    
    
    $
    166Reserves not currently deductible
    
    
    9,962
    
    
    
    12,946Share-based compensation
    
    
    15,706
    
    
    
    15,630Net operating loss carryforwards
    
    
    11,639
    
    
    
    12,985General business and state credit carryforwards
    
    
    13,589
    
    
    
    9,832Capitalized research and development expenditures
    
    
    2,030
    
    
    
    2,853Capital loss carryforwards
    
    
    2,609
    
    
    
    2,609Property and equipment
    
    
    529
    
    
    
    512Other
    
    
    708
    
    
    
    874Total gross deferred tax assets
    
    
    56,851
    
    
    
    58,407Less valuation allowance
    
    
    (3,002
    )
    
    
    (2,609
    )Deferred tax assets, net of valuation allowance
    
    
    53,849
    
    
    
    55,798Deferred tax liabilities:Various state taxes
    
    
    4,349
    
    
    
    3,456Intangible assets  customer relationships
    
    
    584
    
    
    
    1,851Intangible assets  core technology and patents
    
    
    16,121
    
    
    
    24,237Total gross deferred tax liabilities
    
    
    21,054
    
    
    
    29,544Net deferred tax asset
    
    $
    32,795
    
    
    $
    26,254
     2009
    
    
    2008
    
    
    2007(in thousands)Expected income tax expense at 35%
    
    $
    1,962
    
    
    $
    27,271
    
    
    $
    20,679State income tax (benefit) expense, net of federal tax benefit
    
    
    (2,143
    )
    
    
    457
    
    
    
    1,737In-process research and development expenditures
    
    
    
    
    
    
    
    
    
    
    6,729Change in valuation allowance allocated to income tax expense
    
    
    
    
    
    
    
    
    
    
    1,741Effect of foreign activities taxed at differing tax rates
    
    
    4,960
    
    
    
    57,609
    
    
    
    Expiration of prior period tax matters
    
    
    (5,282
    )
    
    
    (1,583
    )
    
    
    (2,066
    )Research and other credits
    
    
    (4,691
    )
    
    
    (1,795
    )
    
    
    (1,607
    )Stock-based compensation
    
    
    1,506
    
    
    
    2,494
    
    
    
    2,928Other, net
    
    
    1,750
    
    
    
    535
    
    
    
    (492
    )Total income tax (benefit) expense
    
    $
    (1,938
    )
    
    $
    84,988
    
    
    $
    29,649
  79




---



##### Table of Contents



Balance at June 29, 2008
    
    $
    31,979Additions based on tax positions related to the current year
    
    
    5,709Additions for tax positions of prior years
    
    
    1,122Reductions for tax positions of prior years
    
    
    Reductions for tax positions due to a lapse in statute
    
    
    (7,402
    )Balance at June 28, 2009
    
    $
    31,408
   Note 14 Revenue by Product Families, Geographic Area and Significant Customers
 Revenues by Product Families
   80




---



##### Table of Contents



2009
    
    
    2008
    
    
    2007(in thousands)Net revenues:Host Server Products
    
    $
    284,099
    
    
    $
    352,687
    
    
    $
    357,279Embedded Storage Products
    
    
    93,559
    
    
    
    134,858
    
    
    
    107,578Other
    
    
    564
    
    
    
    756
    
    
    
    5,330Total net revenues
    
    $
    378,222
    
    
    $
    488,301
    
    
    $
    470,187
 Revenues by Geographic Area
  2009
    
    
    2008
    
    
    2007(in thousands)United States
    
    $
    144,201
    
    
    
    38
    %
    
    $
    197,063
    
    
    
    40
    %
    
    $
    218,996
    
    
    
    47
    %Asia Pacific
    
    
    107,914
    
    
    
    29
    %
    
    
    125,392
    
    
    
    26
    %
    
    
    80,637
    
    
    
    17
    %Europe, Middle
East, Africa, and
rest of the world
    
    
    126,107
    
    
    
    33
    %
    
    
    165,846
    
    
    
    34
    %
    
    
    170,554
    
    
    
    36
    %Total net revenues
    
    $
    378,222
    
    
    
    100
    %
    
    $
    488,301
    
    
    
    100
    %
    
    $
    470,187
    
    
    
    100
    %
  Significant Customers
  AccountsNet Revenues
    
    
    Receivable2009
    
    
    2008
    
    
    2007
    
    
    2009
    
    
    2008Hewlett-Packard
    
    
    17
    %
    
    
    15
    %
    
    
    13
    %
    
    
    15
    %
    
    
    14
    %IBM
    
    
    22
    %
    
    
    21
    %
    
    
    22
    %
    
    
    24
    %
    
    
    29
    %Info X
    
    
    10
    %
    
    
    14
    %
    
    
    17
    %
    
    
    16
    %
    
    
    11
    %
  Net Revenues2009
    
    
    2008
    
    
    2007EMC
    
    
    14
    %
    
    
    18
    %
    
    
    18
    %Hewlett-Packard
    
    
    17
    %
    
    
    15
    %
    
    
    13
    %IBM
    
    
    31
    %
    
    
    28
    %
    
    
    25
    %
  81




---



##### Table of Contents



Note 15 Net Income (Loss) per Share
  2009
    
    
    2008
    
    
    2007(in thousands, except per share data)Numerator:Net income (loss)
    
    $
    7,544
    
    
    $
    (7,071
    )
    
    $
    29,434Adjustment for interest expense on convertible subordinated
notes, net of tax
    
    
    
    
    
    
    
    
    
    
    702Numerator for diluted net income (loss) per share
    
    $
    7,544
    
    
    $
    (7,071
    )
    
    $
    30,136Denominator:Denominator for basic net income (loss) per share  weighted
average shares outstanding
    
    
    80,440
    
    
    
    82,147
    
    
    
    84,545Effect of dilutive securitiesDilutive potential common shares, using treasury stock method
    
    
    1,439
    
    
    
    
    
    
    
    2,023Dilutive common shares from assumed conversion of
convertible subordinated notes
    
    
    
    
    
    
    
    
    
    
    2,521Denominator for diluted net income (loss) per share 
adjusted weighted average shares
    
    
    81,879
    
    
    
    82,147
    
    
    
    89,089Basic net income (loss) per share
    
    $
    0.09
    
    
    $
    (0.09
    )
    
    $
    0.35Diluted net income (loss) per share
    
    $
    0.09
    
    
    $
    (0.09
    )
    
    $
    0.34Antidilutive options and unvested stock awards excluded from
the computations
    
    
    12,558
    
    
    
    12,647
    
    
    
    8,486Average market price of common stock
    
    $
    8.91
    
    
    $
    16.91
    
    
    $
    18.81
  Note 16 Unaudited Quarterly Consolidated Financial Data
  DilutedNet (Loss)Net
    
    
    
    
    
    
    Net (Loss)
    
    
    IncomeRevenues
    
    
    Gross Profit
    
    
    Income
    
    
    per Share(in thousands, except per share data)2009:Fourth quarter
    
    $
    79,297
    
    
    $
    49,018
    
    
    $
    (4,509
    )
    
    $
    (0.06
    )Third quarter
    
    
    78,568
    
    
    
    46,802
    
    
    
    (5,965
    )
    
    
    (0.07
    )Second quarter
    
    
    108,661
    
    
    
    65,985
    
    
    
    10,517
    
    
    
    0.13First quarter
    
    
    111,696
    
    
    
    69,952
    
    
    
    7,501
    
    
    
    0.09Total
    
    $
    378,222
    
    
    $
    231,757
    
    
    $
    7,5442008:Fourth quarter
    
    $
    112,763
    
    
    $
    71,526
    
    
    $
    (50,407
    )(1)
    
    $
    (0.61
    )Third quarter
    
    
    127,846
    
    
    
    80,029
    
    
    
    15,521
    
    
    
    0.19Second quarter
    
    
    130,622
    
    
    
    81,742
    
    
    
    17,644
    
    
    
    0.21First quarter
    
    
    117,070
    
    
    
    67,927
    
    
    
    10,171
    
    
    
    0.12Total
    
    $
    488,301
    
    
    $
    301,224
    
    
    $
    (7,071
    )
 
 (1)
    
    Includes tax expense of approximately $58.5 million associated with royalty prepayment and cost sharing agreement.  82




---



##### Table of Contents



SCHEDULE OF EMULEX CORPORATION AND SUBSIDIARIES
  83




---



##### Table of Contents



Schedule II
 EMULEX CORPORATION AND SUBSIDIARIES
 VALUATION AND QUALIFYING ACCOUNTS
Years ended June 28, 2009, June 29, 2008, and July 1, 2007
 AdditionsCharged toCosts andExpenses
    
    
    AmountsBalance at
    
    
    Including
    
    
    Charged
    
    
    BalanceBeginning
    
    
    Changes in
    
    
    Against
    
    
    at EndClassification
    
    of Period
    
    
    Estimates
    
    
    Reserve
    
    
    of Period(in thousands)Year ended June 28, 2009:Allowance for doubtful accounts
    
    $
    1,753
    
    
    $
    (196
    )
    
    $
    4
    
    
    $
    1,553Sales returns, allowances and reserves
    
    $
    4,225
    
    
    $
    9,220
    
    
    $
    10,456
    
    
    $
    2,989Warranty liability
    
    $
    4,174
    
    
    $
    48
    
    
    $
    1,760
    
    
    $
    2,462Year ended June 29, 2008:Allowance for doubtful accounts
    
    $
    1,902
    
    
    $
    (146
    )
    
    $
    3
    
    
    $
    1,753Sales returns, allowances and reserves
    
    $
    3,330
    
    
    $
    14,398
    
    
    $
    13,503
    
    
    $
    4,225Warranty liability
    
    $
    3,832
    
    
    $
    2,304
    
    
    $
    1,962
    
    
    $
    4,174Year ended July 1, 2007:Allowance for doubtful accounts
    
    $
    1,908
    
    
    $
    
    
    
    $
    6
    
    
    $
    1,902Sales returns, allowances and reserves
    
    $
    3,178
    
    
    $
    11,840
    
    
    $
    11,688
    
    
    $
    3,330Warranty liability
    
    $
    2,949
    
    
    $
    3,685
    
    
    $
    2,802
    
    
    $
    3,832
  84




---



##### Table of Contents



SIGNATURES
  EMULEX CORPORATIONBy:
    /s/  James M. McCluneyJames M. McCluneyPresident and Chief Executive Officer   Signature
    
    Title/s/ James M. McCluney

(James M. McCluney)
    
    President, Chief Executive Officer and Director
(Principal Executive Officer)/s/ Michael J. Rockenbach

(Michael J. Rockenbach)
    
    Executive Vice President, 
Chief Financial Officer, Secretary and Treasurer
(Principal Financial and Accounting Officer)/s/ Paul F. Folino

(Paul F. Folino)
    
    Executive Chairman/s/ Fred B. Cox

(Fred B. Cox)
    
    Director and Chairman Emeritus/s/ Michael P. Downey

(Michael P. Downey)
    
    Director/s/ Bruce C. Edwards

(Bruce C. Edwards)
    
    Director/s/ Robert H. Goon

(Robert H. Goon)
    
    Director/s/ Don M. Lyle

(Don M. Lyle)
    
    Director/s/ Dean A. Yoost

(Dean A. Yoost)
    
    Director
  85




---



##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Description of Exhibit2.1
    
    
    Agreement and Plan of Merger, dated August 29, 2006,
relating to the Companys acquisition of Sierra Logic,
Inc. (incorporated by reference to Exhibit 2.1 to the
Companys Current Report on Form 8-K filed on August 29,
2006).3.1
    
    
    Certificate of Incorporation, as amended (incorporated by
reference to Exhibit 3.1 to the Companys 1997 Annual
Report on Form 10-K).3.2
    
    
    Certificate of Amendment of Certificate of Incorporation
of the Company (incorporated by reference to Exhibit 3.4
to the Companys Quarterly Report on Form 10-Q for the
quarterly period ended December 31, 2000).3.3
    
    
    Amended and Restated Bylaws of the Company (incorporated
by reference to Exhibit 3.2 to the Companys Current
Report on Form 8-K filed with the Securities and Exchange
Commission on January 16, 2009).3.4
    
    
    Amended and Restated Certificate of Designations,
Preferences and Rights of Series A Junior Participating
Preferred Stock of Emulex Corporation, incorporated by
reference to Exhibit 3.1 to the Companys Form 8-K filed
with the Securities and Exchange Commission on January 16,
2009.4.1
    
    
    Rights Agreement, dated as of January 15, 2009, with
Mellon Investor Services LLC, as rights agent, which
includes as Exhibit B the Form of Rights Certificate,
incorporated by reference to Exhibit 4.1 to the Companys
Form 8-K filed with the Securities and Exchange Commission
on January 16, 2009.10.1
    *
    
    Giganet, Inc. 1995 Stock Option Plan (incorporated by
reference to Exhibit 99.1 to the Companys Registration
Statement on Form S-8, filed March 2, 2001).10.2
    *
    
    Emulex Corporation Employee Stock Option Plan, as amended
(incorporated by reference to Appendix B to the Companys
Definitive Proxy Statement for its Annual Meeting of
Stockholders held on November 21, 2002).10.3
    *
    
    Emulex Corporation 1997 Stock Option Plan for Non-Employee
Directors, as amended (incorporated by reference to
Appendix B to the Companys Definitive Proxy Statement for
its Annual Meeting of Stockholders held on November 30,
2006).10.4
    *
    
    Emulex Corporation Employee Stock Purchase Plan, as
amended (incorporated by reference to Appendix B to Emulex
Corporations proxy statement on Schedule 14A for the 2008
annual meeting of its stockholders filed with the
Securities and Exchange Commission on October 14, 2008).10.5
    *
    
    Emulex Corporation 2004 Employee Stock Incentive Plan
(incorporated by reference to Appendix B to the Companys
Definitive Proxy Statement for its Annual Meeting of
Stockholders held on November 18, 2004).10.6
    
    
    Standard Commercial Lease between the Flatley Company and
Giganet, Inc. (incorporated by reference to Exhibit 10.15
to the Companys 2001 Annual Report on Form 10-K).10.7
    *
    
    Form of Key Employee Retention Agreement between the
Company and its executive officers other than Paul F.
Folino and James M. McCluney, Jeffrey W. Benck, Marshall
D. Lee, and Michael J. Rockenbach (incorporated by
reference to Exhibit 10.7 to the Companys Quarterly
Report on Form 10-Q for the quarterly period ended
December 31, 2006).10.8
    *
    
    Form of Key Employee Retention Agreement for Paul F.
Folino, James M. McCluney, Jeffrey W. Benck, Marshall D.
Lee, and Michael J. Rockenbach (incorporated by reference
to Exhibit 10.1 to the Companys Form 8-K filed with the
Securities and Exchange Commission on January 16, 2009).10.9
    *
    
    Emulex Corporation Change in Control Retention Plan
(incorporated by reference to Exhibit 10.4 to the
Companys Form 10-Q filed with the Securities and Exchange
Commission on April 29, 2009).10.10
    
    
    Form of Indemnification Agreement (incorporated by
reference to Exhibit 10.1 to the Companys current Report
on Form 8-K filed May 17, 2005).10.11
    
    
    Real Estate Lease dated September 12, 2000, between LM
Venture, LLC and Emulex Corporation (incorporated by
reference to Exhibit 10.22 to the Companys 2003 Annual
Report on Form 10-K).10.12
    
    
    First Amendment to Lease (amendment dated February 8,
2001), between LM Venture LLC and Emulex Corporation
(incorporated by reference to Exhibit 10.23 to the
Companys 2003 Annual Report on Form 10-K).10.13
    *
    
    Vixel Corporation Amended and Restated 1995 Stock Option
Plan incorporated by reference to Exhibit 10.2 of
Amendment No. 1 to the Registration Statement on Form S-1
of Vixel Corporation (File No. 333-81347), filed on August
16, 1999).
  86




---



##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.14
    *
    
    Vixel Corporation 1999 Equity Incentive Plan (as amended)
(incorporated by reference to Exhibit 10.23 of Amendment
No. 1 to the Registration Statement on Form S-1 of Vixel
Corporation (File No. 333-81347), filed on August 16,
1999).10.15
    *
    
    Vixel Corporation 2000 Non-Officer Equity Incentive Plan
(incorporate reference to Exhibit 99.1 of the Registration
Statement on Form S-8/S-3 of Vixel Corporation (File No.
333-39000), filed on June 9, 2000).10.16
    
    
    First Amendment to Standard Commercial Lease (amendment
dated July 1, 2004) between the Flatley Company and Emulex
Design & Manufacturing Corporation, successor-in-interest
to Giganet, Inc. (incorporated by reference to Exhibit
10.15 to the Companys 2004 Annual Report on Form 10-K).10.17
    *
    
    Form of Director Stock Option Agreement and related form
of Grant Summary for grants made pursuant to the 1997
Non-Employee Director Stock Option Plan (incorporated by
reference to Exhibit 10.1 to the Companys Current Report
on Form 8-K filed August 30, 2005).10.18
    *
    
    Form of Incentive Stock Option Agreement for grants made
pursuant to the Employee Stock Option Plan (incorporated
by reference to Exhibit 10.2 to the Companys Current
Report on Form 8-K filed August 30, 2005).10.19
    *
    
    Form of Non-Qualified Stock Option Agreement for grants
made pursuant to the Employee Stock Option Plan
(incorporated by reference to Exhibit 10.3 to the
Companys Current Report on Form 8-K filed August 30,
2005).10.20
    *
    
    Form of Incentive Stock Option Agreement for grants made
pursuant to the 2004 Employee Stock Incentive Plan
(incorporated by reference to Exhibit 10.4 to the
Companys Current Report on Form 8-K filed August 30,
2005).10.21
    *
    
    Form of Non-Qualified Stock Option Agreement for grants
made pursuant to the 2004 Employee Stock Incentive Plan
(incorporated by reference to Exhibit 10.5 to the
Companys Current Report on Form 8-K filed August 30,
2005).10.22
    *
    
    Form of Notice of Grant of Stock Options and Stock Option
Agreement for grants made pursuant to both the Employee
Stock Option Plan and 2004 Employee Stock Incentive Plan
(incorporated by reference to Exhibit 10.6 to the
Companys Current Report on Form 8-K filed August 30,
2005).10.23
    
    
    Office Lease Agreement dated August 25, 2005 by and
between 24000 Development, LLC and Emulex Design &
Manufacturing Corporation (incorporated by reference to
Exhibit 10.1 to the Companys Current Report on Form 8-K
filed August 31, 2005.10.24
    *
    
    Description of Compensation Arrangements with Non-Employee
Directors (incorporated by reference to Exhibit 10.24 to
the Companys Annual Report on Form 10-K for the fiscal
year ended July 1, 2007).10.25
    *
    
    Description of Compensation for certain executive officers
of the Company (incorporated by reference to Exhibit 10.2
to the Companys Current Report on Form 8-K filed on
September 10, 2008).10.26
    *
    
    Executive Bonus Plan of Emulex Corporation, as amended and
restated effective August 22, 2007 (incorporated by
reference to Exhibit 10.2 to the Companys Quarterly
Report on Form 10-Q filed November 2, 2007).10.27
    *
    
    Aarohi Communications, Inc. 2001 Stock Option Plan
(incorporated by reference to Exhibit 99.1 to the
Companys Registration Statement on Form S-8 filed May 8,
2006).10.28
    *
    
    Form of Aarohi Communications, Inc. Stock Option
Agreement(incorporated by reference to Exhibit 99.2 to the
Companys Registration Statement on Form S-8 filed May 8,
2006).10.29
    *
    
    Form of Aarohi Communications, Inc. Stock Option Agreement
(alternate form) (incorporated by reference to Exhibit
99.3 to the Companys Registration Statement on Form S-8
filed May 8, 2006).10.30
    *
    
    Form of Aarohi Communications, Inc. Notice of Grant of
Stock Option (incorporated by reference to Exhibit 99.4 to
the Companys Registration Statement on Form S-8 filed May
8, 2006).10.31
    *
    
    Form of Emulex Corporation Stock Option Assumption
Documents for holders of options granted under the Aarohi
Communications, Inc. 2001 Stock Option Plan (incorporated
by reference to Exhibit 99.5 to the Companys Registration
Statement on Form S-8 filed May 8, 2006).10.32
    *
    
    Amended and Restated Emulex Corporation 2005 Equity
Incentive Plan (incorporated by reference to Appendix A to
Emulex Corporations proxy statement on Schedule 14A for
the 2008 annual meeting of its stockholders filed with the
Securities and Exchange Commission on October 14, 2008).
  87




---



##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.33
    *
    
    Form of 2005 Equity Incentive Plan Restricted Stock Award Agreement
(incorporated by reference to Exhibit 10.1 to the Companys
Quarterly Report on Form 10-Q for the period ended April 2, 2006).10.34
    *
    
    Form of Notice of Grant of Restricted Stock Award under 2005 Equity
(incorporated by reference to Exhibit 10.2 to the Companys
Quarterly Report on Form 10-Q for the period ended April 2, 2006.10.35
    
    
    Second Amendment to Lease dated May 26, 2006 by and between Brass
Creekside, L.P. and Emulex Design & Manufacturing Corporation
(incorporated by reference to the Companys Current Report on Form
8-K filed June 5, 2006).10.36
    *
    
    Sierra Logic, Inc. 2001 Stock Option Plan (incorporated by
reference to Exhibit 99.1 to the Companys Registration Statement
on Form S-8 filed on October 5, 2006).10.37
    *
    
    Form of Sierra Logic, Inc. Stock Option Agreement and Notice of
Grant of Stock Option (incorporated by reference to Exhibit 99.2 to
the Companys Registration Statement on Form S-8 filed on October
5, 2006).10.38
    *
    
    Form of Emulex Corporation Stock Option Assumption Documents for
holders of options granted under the Sierra Logic, Inc. 2001 Stock
Option Plan (incorporated by reference to Exhibit 99.3 to the
Companys Registration Statement on Form S-8 filed on October 5,
2006).10.40
    
    
    Deed of Lease between Aarohi Communications Private Limited and M/s
M.K. Chakrapani & Co. relating to the Companys offices in
Bangalore, India (incorporated by reference to Exhibit 10.3 to the
Companys Quarterly Report on Form 10-Q for the period ended
October 1, 2006).10.41
    *
    
    Offer letter, dated May 4, 2008, from the Company to Jeffrey W.
Benck (incorporated by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K filed on May 12, 2008.10.42
    *
    
    Form of Amendment to Non-Qualified Stock Option Agreement
(incorporated by reference to Exhibit 10.2 to the Companys Form
8-K filed with the Securities and Exchange Commission on January
16, 2009).10.43
    *
    
    Form of Amendment to Restricted Stock Award Agreement incorporated
by reference to Exhibit 10.3 to the Companys Form 8-K filed with
the Securities and Exchange Commission on January 16, 2009.10.44
    *
    
    Form of Notice of Grant of Restricted Stock Unit under the Amended
and Restated 2005 Equity Incentive Plan (incorporated by reference
to Exhibit 10.3 to the Companys Form 10-Q filed with the
Securities and Exchange Commission on January 30, 2009).10.45
    *
    
    Form of Restricted Stock Unit Award Agreement under the Amended and
Restated 2005 Equity Incentive Plan (incorporated by reference to
Exhibit 10.4 to the Companys Form 10-Q filed with the Securities
and Exchange Commission on January 30, 2009).10.46
    *
    
    Form of Appendix to the Restricted Stock Award Agreement,
Restricted Stock Unit Award Agreement, and Nonqualified Stock
Options Agreement for Change in Control Retention Plan Participants
or Employees Covered by a Key Employee Retention Agreement under
the Amended and Restated 2005 Equity Incentive Plan (incorporated
by reference to Exhibit 10.5 to the Companys Form 10-Q filed with
the Securities and Exchange Commission on January 30, 2009).10.47
    *
    
    Form of Restricted Stock Unit Award Agreement for Non-U.S. Grantees
under the Amended and Restated 2005 Equity Incentive Plan
(incorporated by reference to Exhibit 10.6 to the Companys Form
10-Q filed with the Securities and Exchange Commission on January
30, 2009).10.48
    *
    
    Form of Appendix to Restricted Stock Unit Award Agreement for
Non-U.S. Grantees under the Amended and Restated 2005 Equity
Incentive Plan (incorporated by reference to Exhibit 10.7 to the
Companys Form 10-Q filed with the Securities and Exchange
Commission on January 30, 2009).10.49
    *
    
    Letter Agreement between Emulex Corporation, a California
corporation, and Michael Smith (incorporated by reference to
Exhibit 10.1 to the Companys Current Report on Form 8-K filed
August 6, 2008).21
    
    
    List of the Companys subsidiaries.23
    
    
    Consent of Independent Registered Public Accounting Firm.31A
    
    
    Certification of the Principal Executive Officer Pursuant to 17 CFR
240.13a-14(a), as Adopted Pursuant to §302 of the Sarbanes-Oxley
Act of 2002.31B
    
    
    Certification of the Principal Financial Officer Pursuant to 17 CFR
240.13a-14(a), as Adopted Pursuant to §302 of the Sarbanes-Oxley
Act of 2002.32
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to §906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Indicates a management contract or compensation plan or arrangement.  88