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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    October 25, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number: 000-25601
 Brocade Communications Systems,
    Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware

77-0409517(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   1745
    Technology Drive
    San Jose, CA 95110(408) 333-8000
 (Address, including zip code, of
    registrants principal executive offices and
    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, $0.001 par value

The NASDAQ Stock Market LLC   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  þ Large
    accelerated filer
    o Accelerated
    filer
    oNon-accelerated
    filer
    o Smaller
    reporting company   Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY REFERENCE
  Form 10-K




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##### 





BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  FORM 10-K
  For the
    Fiscal Year Ended October 25, 2008
  INDEX
   
  
 PagePART IItem 1.


Business


4Item 1A.


Risk Factors


12Item 1B.


Unresolved Staff Comments


30Item 2.


Properties


30Item 3.


Legal Proceedings


30Item 4.


Submission of Matters to a Vote of Security
    Holders


30PART IIItem 5.


Market For Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


31Item 6.


Selected Financial Data


33Item 7.


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


36Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


60Item 8.


Financial Statements and Supplementary Data


63Item 9.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


111Item 9A.


Controls and Procedures


111Item 9B.


Other Information


114PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


114Item 11.


Executive Compensation


114Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


114Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


114Item 14.


Principal Accountant Fees and Services


114PART IVItem 15.


Exhibits and Financial Statement Schedules


115SIGNATURES


126EX-10.120EX-10.122EX-10.123EX-10.124EX-10.125EX-12.1EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1




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Forward-Looking
    Statements
  Form 10-K
 3




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PART I  Item 1.
    Business  General
      
    The Data Center Infrastructure (DCI) operating unit
    encompasses the Brocade family of Storage Area Network
    (SAN) business which includes infrastructure
    products and solutions including directors, switches, routers,
    fabric-based software applications, distance/extension products,
    as well as management applications and utilities to centralize
    data management.
    The Server Edge and Storage (SES) operating unit
    includes our new host bus adapters (HBAs) and
    Intelligent Server Adapter initiatives, as well as our SAN
    switch modules for bladed servers and embedded switches for
    blade servers.
    The Services, Support and Solutions (S3) operating
    unit includes consulting and support services that assist
    customers in designing, implementing, deploying and managing
    data center enterprise solutions as well as post-contract
    customer support (PCS).
    The Files (Files) operating unit includes the
    Brocade family of File Area Network (FAN) solutions
    which includes both software and hardware offerings for more
    effectively managing file data and storage resources. The
    Company anticipates that after the close of the acquisition of
    Foundry Networks, Inc. (Foundry), the Files
    operating unit will be merged into certain operations of Foundry.        (408) 333-8000. Form 10-K, Form 10-Q, Form 8-K 1-800-SEC-0330. Form 10-K
 4




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and/or
  Products
    and Services
        Storage
    Networking Solutions
  entry-level 8-port
 5




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Server
    Connectivity Solutions
    Brocade
    Services
    File
    Data Management Solutions
    
    Brocade StorageX is an integrated suite of applications designed
    to logically aggregate distributed file data across
    heterogeneous environments, providing administrators with
    policies to better manage and automate distributed file
    data; and
    Brocade File Management Engine utilizes sophisticated technology
    for true open file migration, thereby simplifying file
    management and enabling organizations to virtualize their files
    and manage resources more efficiently.  Industry
    Initiatives and Standards Development
   6




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Storage
    Networking Environment Interoperability
    Application
    Interoperability
    Education
    and Technical Certification Services
    Distribution
    Model
    
    Brocades OEM partners are leading server, storage and
    systems providers who offer Brocades products under their
    own private label or as Brocade-branded solutions. Sales of
    these products through OEM partners comprise the majority of
    Brocades business.
    Other distribution partners include Brocade-authorized
    distributors, systems integrators and VARs. These partners are
    authorized by Brocade to market, sell and support its products
    and services. Some of these partners also sell training and
    other value-added services. 7




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Customers
      Geographic
    Information
        Acquisitions
    and Investments
   8




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Research
    and Development
         9




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Competition
      Manufacturing
  Sanmina-SCI
       10




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Patents,
    Intellectual Property and Licensing
          Backlog
    Employees
   11




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Item 1A.
    Risk
    Factors  Risk
    Factors Related to the Proposed Acquisition of Foundry Networks,
    Inc. and the Combined Company
  The
    failure to successfully integrate Foundrys business and
    operations in the expected time frame may adversely affect the
    combined companys future results.
    
    failure of customers to accept new products or to continue as
    customers of the combined company;
    failure to successfully manage relationships with original
    equipment manufacturers, end-users, distributors and suppliers;
    the loss of key employees;
    failure to effectively coordinate sales and marketing efforts to
    communicate the capabilities of the combined company;
    failure to successfully develop new products and services on a
    timely basis that address the market opportunities of the
    combined company;
    failure to compete effectively against companies already serving
    the broader market opportunities expected to be available to the
    combined company;
    unexpected revenue attrition;
    failure to qualify the combined companys products with OEM
    customers on a timely basis, or at all; and
    failure to successfully integrate and harmonize financial
    reporting and information technology systems of Brocade and
    Foundry.    If
    Brocade is unable to finance the proposed acquisition, the
    acquisition will not be completed.
   12




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Brocade
    will take on substantial additional indebtedness to finance the
    acquisition, which will decrease Brocades business
    flexibility and increase its borrowing costs.
    The
    integration of Foundry into Brocade may result in significant
    expenses and accounting charges that adversely affect
    Brocades operating results and financial
    condition.
    The
    pendency of the acquisition could cause disruptions in the
    businesses of Brocade and Foundry, which could have an adverse
    effect on their respective business and financial results, and
    consequently on the combined company.
   13




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Failure
    to complete the acquisition could negatively impact the stock
    price and the future business and financial results of Brocade
    and Foundry.
    Foundry,
    and subsequently the combined company, must continue to retain
    and motivate executives and key employees and recruit new
    employees, which may be difficult in light of uncertainty
    regarding the merger, and failure to do so could seriously harm
    the combined company.
    Issuances
    of shares of Brocade common stock in connection with the merger
    and the resale thereof may cause the market price of shares of
    Brocade common stock to decline.
   14




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Integrating
    Brocade and Foundry may divert managements attention away
    from the combined companys operations.
    Assuming the successful completion of the acquisition of
    Foundry, the Foundry business unit will face many similar risks
    as Brocades other business units. Additionally, the
    following risk factors of Foundry will also apply to the
    combined company as a result of the acquisition of Foundry.
  Intense
    competition in the market for networking solutions could prevent
    the combined company from maintaining or increasing revenue and
    sustaining profitability with respect to its networking
    solutions.
        The
    United States government is a significant customer and has been
    key to Foundrys financial success. Government demand,
    however, is unpredictable and there is no guarantee of future
    contract awards.
   15




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Foundry
    may be subject to litigation risks and intellectual property
    infringement claims that are costly to defend and could limit
    its ability to use certain technologies in the future.
    Additionally, Foundry may be found to infringe on intellectual
    property rights of others.
        Risk
    Factors Related to Brocades Business
  Brocades
    future revenue growth depends on its ability to introduce new
    products and services on a timely basis and achieve market
    acceptance of these new products and services.
   16




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tm
    
    properly define the new products and services;
    timely develop and introduce the new products and services;
    differentiate Brocades new products and services from its
    competitors technology and product offerings;
    address the complexities of interoperability of Brocades
    products with its installed base, OEM partners server and
    storage products and its competitors products; and
    maintain high levels of product quality and reliability.    
    the availability and price of competing products and alternative
    technologies;
    the cost of certain product subcomponents, which could reduce
    Brocades gross margins;
    product qualification requirements by Brocades OEM
    partners, which can cause delays in the market
    acceptance; and
    the ability of its OEM partners to successfully distribute,
    support and provide training for its products.    Brocades
    revenues may be affected by changes in domestic and
    international information technology spending and overall demand
    for data center solutions.
     17




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Brocade
    is currently expanding its product and service offerings in new
    and adjacent markets and Brocades operating results will
    likely suffer if these initiatives are not
    successful.
         18




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
    developing customer relationships both with new and existing
    customers;
    expanding Brocades relationships with its existing OEM
    partners and end-users;
    managing different sales cycles;
    hiring qualified personnel with appropriate skill sets on a
    timely basis; and
    establishing alternative routes to market and distribution
    channels.    Increased
    market competition may lead to reduced sales, margins, profits
    and market share.
         19




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Brocade
    depends on a limited number of OEM partners for a substantial
    portion of Brocades revenues and the loss of any of these
    OEM partners or a decrease in their purchases could
    significantly reduce Brocades revenues and negatively
    affect Brocades financial results.
        Brocades
    failure to successfully manage the transition between its new
    products and its older products may adversely affect
    Brocades financial results.
   20




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Failure
    to manage expansion effectively could seriously harm
    Brocades business, financial condition and
    prospects.
  and/or
  The
    failure to accurately forecast demand for Brocades
    products or the failure to successfully manage the production of
    Brocades products could negatively affect the supply of
    key components for Brocades products and Brocades
    ability to manufacture and sell Brocades
    products.
       21




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The
    prices of Brocades products have declined in the past and
    Brocade expects the price of Brocades products to continue
    to decline, which could reduce Brocades revenues, gross
    margins and profitability.
      Brocade
    is dependent on sole source and limited source suppliers for
    certain key components, the loss of which may significantly
    impact results of operations.
      Brocade
    has been named as a party to several class action and derivative
    action lawsuits arising from Brocades internal reviews and
    related restatements of Brocades financial statements
    during 2005, and Brocade may be named in additional litigation,
    all of which could require significant management time and
    attention and result in significant additional legal expenses as
    well as result in an unfavorable resolution that would likely
    have a material adverse effect on Brocades business,
    financial condition, results of operations and cash
    flows.
   22




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Certain
    former officers and directors of Brocade are subject to ongoing
    actions by the SEC, the Department of Justice (DOJ),
    the Company and others, which have required, and may continue to
    require, a significant amount of legal expense pursuant to
    indemnification obligations of Brocade, which could adversely
    affect Brocades results of operations and cash
    flows.
    If
    Brocade loses key personnel or is unable to hire additional
    qualified personnel, Brocades business may be
    harmed.
   23




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Brocade
    may not realize the anticipated benefits in connection with its
    recent purchase of real estate and plans to develop and
    construct office buildings, which could disrupt its business and
    negatively impact its financial performance.
    Brocade
    may not realize the anticipated benefits of past or future
    acquisitions and strategic investments, and integration of
    acquired companies or technologies may negatively impact
    Brocades business.
    
    difficulties in successfully integrating the acquired businesses;
    revenue attrition in excess of anticipated levels if existing
    customers alter or reduce their historical buying patterns;
    unanticipated costs, litigation and other contingent liabilities;
    diversion of managements attention from Brocades
    daily operations and business;
    adverse effects on existing business relationships with
    suppliers and customers;
    risks associated with entering into markets in which Brocade has
    limited or no prior experience;
    potential loss of key employees;
    inability to retain key customers, distributors, vendors and
    other business partners of the acquired business;
    failure to successfully manage additional remote locations,
    including the additional infrastructure and resources necessary
    to support and integrate such locations;
    assumption or incurrence of debt and contingent liabilities and
    related obligations to service such liabilities and
    Brocades ability to satisfy financial and other negative
    operating covenants;
    additional costs such as increased costs of manufacturing and
    service costs, costs associated with excess or obsolete
    inventory, costs of employee redeployment, relocation and
    retention, including salary increases or bonuses, accelerated
    amortization of deferred equity compensation and severance
    payments, reorganization or closure of facilities, taxes,
    advisor and professional fees, and termination of contracts that
    provide redundant or conflicting services; 24




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
    incurrence of significant exit charges if products acquired in
    business combinations are unsuccessful;
    incurrence of acquisition-related costs or amortization costs
    for acquired intangible assets that could impact Brocades
    operating results;
    potential write-down of goodwill
    and/or
    acquired intangible assets, which are subject to impairment
    testing on a regular basis, and could significantly impact
    Brocades operating results; and
    dilution of the percentage of Brocades stockholders to the
    extent equity is used as consideration or option plans are
    assumed.    Changes
    in industry structure and market conditions could lead to
    charges related to discontinuances of certain of Brocades
    products or businesses and asset impairments.
    Brocades
    business is subject to cyclical fluctuations and uneven sales
    patterns, which make predicting results of operations
    difficult.
    Brocades
    quarterly and annual revenues and operating results may
    fluctuate in future periods due to a number of factors, which
    could adversely affect the trading price of Brocades
    stock.
    
    announcements of pending or completed acquisitions or other
    strategic transactions by Brocade or its competitors;
    announcements, introductions and transitions of new products by
    Brocade and its competitors or its OEM partners; 25




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
    the timing of customer orders, product qualifications and
    product introductions of Brocades OEM partners;
    seasonal fluctuations;
    long and complex sales cycles;
    changes, disruptions or downturns in general economic
    conditions, particularly in the information technology industry;
    declines in average selling prices for Brocades products
    as a result of competitive pricing pressures or new product
    introductions by Brocade or its competitors;
    the emergence of new competitors and new technologies in the
    storage network and data management markets;
    deferrals of customer orders in anticipation of new products,
    services, or product enhancements introduced by Brocade or its
    competitors;
    Brocades ability to timely produce products that comply
    with new environmental restrictions or related requirements of
    its OEM customers;
    Brocades ability to obtain sufficient supplies of sole- or
    limited-sourced components, including ASICs, microprocessors,
    certain connectors, certain logic chips and programmable logic
    devices;
    increases in prices of components used in the manufacture of
    Brocades products;
    Brocades ability to attain and maintain production volumes
    and quality levels;
    variations in the mix of Brocades products sold and the
    mix of distribution channels and geographies through which they
    are sold;
    pending or threatened litigation;
    stock-based compensation expense that is affected by
    Brocades stock price;
    new legislation and regulatory developments; and
    other risk factors detailed in this section.    Undetected
    software or hardware errors could increase Brocades costs,
    reduce Brocades revenues and delay market acceptance of
    Brocades products.
   26




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Brocade
    is subject to environmental regulations that could have a
    material adverse effect on
    Brocades business.
    Brocades
    future operating expenses may be adversely affected by changes
    in Brocades stock price.
    Brocade
    has extensive international operations, which subjects it to
    additional business risks.
    
    supporting multiple languages;
    recruiting sales and technical support personnel with the skills
    to design, manufacture, sell and support Brocades products;
    increased complexity and costs of managing international
    operations;
    increased exposure to foreign currency exchange rate
    fluctuations;
    commercial laws and business practices that favor local
    competition;
    multiple, potentially conflicting, and changing governmental
    laws, regulations and practices, including differing export,
    import, tax, labor, anti-bribery and employment laws;
    longer sales cycles and manufacturing lead times;
    difficulties in collecting accounts receivable; 27




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
    reduced or limited protection of intellectual property rights;
    managing a development team in geographically disparate
    locations, including China and India; and
    more complicated logistics and distribution arrangements.      Brocade
    relies on licenses from third-parties and the loss or inability
    to obtain any such license could harm Brocades
    business.
    Third-parties
    may bring infringement claims against Brocade, which could be
    time-consuming and expensive to defend.
  time-consuming,
  
    stop selling, incorporating or using products or services that
    use the challenged intellectual property;
    obtain from the owner of the infringed intellectual property a
    license to the relevant intellectual property, which may require
    Brocade to pay royalty or license fees, or license
    Brocades intellectual property to such owner, which may
    not be available on commercially reasonable terms, or at
    all; and
    redesign those products or services that use technology that is
    the subject of an infringement claim.   28




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Business
    interruptions could adversely affect Brocades
    business.
    Brocades
    business is subject to increasingly complex corporate
    governance, public disclosure, accounting and tax requirements
    that have increased both its costs and the risk of
    noncompliance.
       29




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Provisions
    in Brocades charter documents, customer agreements and
    Delaware law could prevent or delay a change in control of
    Brocade, which could hinder stockholders ability to
    receive a premium for Brocades stock.
    
    authorizing the issuance of preferred stock without stockholder
    approval;
    providing for a classified board of directors with staggered,
    three-year terms;
    prohibiting cumulative voting in the election of directors;
    limiting the persons who may call special meetings of
    stockholders;
    prohibiting stockholder actions by written consent; and
    requiring super-majority voting to effect amendments to the
    foregoing provisions of Brocades certificate of
    incorporation and bylaws.    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties        Item 3.
    Legal
    Proceedings  Form 10-K
  Item 4.
    Submission
    of Matters to a Vote of Security Holders   30




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PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Form 10-K.
    Form 10-K.
  Issuer
    Purchases of Equity Securities
    TotalNumber of


ApproximateShares


Dollar ValuePurchased


of Shares thatTotal





as Part of


May Yet beNumber of


Average


Publicly


PurchasedShares


Price Paid


Announced


Under thePeriod

Purchased(1)


per Share(1)


Program(2)


Program(2)July 27, 2008  August 23, 2008





$







$
414,140August 24, 2008  September 20, 2008





$







$
414,140September 21, 2008  October 25, 2008





$







$
414,140Total





$







$
414,140     (1)
    
    The total number of shares repurchased includes those shares of
    Brocade common stock that employees deliver back to Brocade to
    satisfy tax-withholding obligations that arise upon the vesting
    of restricted stock or upon termination of the employee and the
    forfeiture of restricted awards.(2)
    
    On January 29, 2007, the Company announced the
    authorization of $200 million for share repurchases, which
    is in addition to the $52.7 million remaining under the
    previously announced $100 million share repurchase program
    approved by our Board of Directors in August 2004. In addition,
    the Company announced on November 29, 2007 that an
    additional $500 million had been authorized for repurchase
    of the Companys common stock. The purchases were made,
    from time to time, in the open market or by privately negotiated
    transactions and were funded from available working capital. The
    Company has also entered into a written plan for the automatic
    repurchase of its securities in accordance with
    Section 10b5-1
    of the Securities Exchange Act of 1934 as part of its share
    repurchase program with an expiration date of April 25,
    2009. The number of shares purchased and the timing of purchases
    were based on the level of the Companys cash balances,
    general business and market conditions, and other factors,
    including alternative investment opportunities. During the third
    fiscal quarter of 2008, the Company suspended its share
    repurchase program due to the pending Foundry acquisition. The
    Company also plans to prioritize its use of cash for debt
    repayment following the expected close of the Foundry
    acquisition. 31




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Stock
    Performance Graph
    COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN*
    Among Brocade Communications Systems, Inc., The NASDAQ Composite
    Index,
    The NASDAQ Computer Index And SIC Code 3577 (Computer
    Peripherals)
  
  *
    
    $100 invested on
    10/25/03 in
    stock &
    10/31/03 in
    index-including reinvestment of dividends.   Cumulative Total ReturnsOctober 25,


October 30,


October 29,


October 28,


October 27,


October 25,2003


2004


2005


2006


2007


2008Brocade Communications Systems, Inc.


100.00



112.08



59.43



139.15



149.39



51.01NASDAQ Composite Index


100.00



103.83



112.24



127.86



155.38



90.90NASDAQ Computer Index


100.00



95.22



103.26



114.86



148.63



83.67SIC Code 3577 (Computer Peripherals)


100.00



100.17



87.54



113.05



152.04



77.06  32




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Item 6.
    Selected
    Financial Data  Form 10-K.
  Form 10-K. Form 10-K.
  Fiscal Year EndedOctober 25,


October 27,


October 28,


October 29,


October 30,2008(1)


2007(2)


2006(3)


2005(4)


2004(5)(In thousands, except per share amounts)Consolidated Statements of Operations Data:Net revenues

$
1,466,937


$
1,236,863


$
750,592


$
574,120


$
596,265Cost of revenues


606,565



575,451



305,184



251,161



268,974Gross margin


860,372



661,412



445,408



322,959



327,291Operating expenses (benefits):Research and development


255,571



213,311



164,843



132,448



142,535Sales and marketing


274,311



211,168



139,434



101,202



102,445General and administrative


58,172



46,980



31,089



25,189



24,593Legal fees associated with indemnification obligations, SEC
    investigation and other related costs, net


48,673



46,257



13,654



14,027



Provision for class action lawsuit


160,000















Provision for SEC settlement










7,000







Amortization of intangible assets


31,484



24,719



2,294







Acquisition and integration costs


682



19,354



9,646







Restructuring costs and facilities lease losses (benefits), net


2,731







3,775



(670
)


84,557Settlement of an acquisition-related claim


















6,943In-process research and development














7,784



Total operating expenses


831,624



561,789



371,735



279,980



361,073Income (loss) from operations


28,748



99,623



73,673



42,979



(33,782
)Interest and other income, net


26,867



38,501



29,098



22,656



18,786Interest expense


(10,068
)


(6,414
)


(7,082
)


(7,693
)


(10,677
)Gain on repurchases of convertible subordinated debt














2,318



5,613Gain (loss) on sale of investments, net


(6,874
)


13,205



2,663



(5,062
)


436Loss on impairment of portfolio investments


(8,751
)














 33




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Fiscal Year EndedOctober 25,


October 27,


October 28,


October 29,


October 30,2008(1)


2007(2)


2006(3)


2005(4)


2004(5)(In thousands, except per share amounts)Income (loss) before provision for income taxes


29,922



144,915



98,352



55,198



(19,624
)Income tax provision (benefit)


(137,148
)


68,043



30,723



12,077



14,070Net income (loss)

$
167,070


$
76,872


$
67,629


$
43,121


$
(33,694
)Net income (loss) per share  basic

$
0.45


$
0.21


$
0.25


$
0.16


$
(0.13
)Net income (loss) per share  diluted

$
0.43


$
0.21


$
0.25


$
0.16


$
(0.13
)Shares used in per share calculation  basic


375,303



362,070



269,602



268,176



260,446Shares used in per share calculation  diluted


394,703



377,558



274,142



270,260



260,446Consolidated Balance Sheet Data:Cash, cash equivalents, investments, and marketable equity
    securities

$
820,125


$
793,330


$
582,554


$
764,402


$
736,908Working capital(6)


239,700



502,499



428,233



317,819



434,162Total assets


3,298,648



1,930,100



900,718



981,730



987,382Non-current liabilities associated with facilities lease losses


15,007



25,742



11,105



12,481



16,799Term loan, current and long-term portion


1,055,005















Convertible subordinated debt


169,660



167,498







278,883



352,279Total stockholders equity


1,282,240



1,266,658



616,230



508,847



445,652       (1)
    
    The fiscal year ended October 25, 2008 includes the impact
    of the release of the valuation allowance of deferred tax assets
    which resulted in a tax benefit of $174.4 million during
    the year ended October 25, 2008 (see Note 13,
    Income Taxes, of the Notes to Consolidated Financial
    Statements). The fiscal year ended October 25, 2008 also
    includes the provision for a class action lawsuit of
    $160.0 million relating to a preliminary settlement reached
    between Brocade and the lead plaintiffs for the federal
    securities class action on May 30, 2008. In addition, in
    the fiscal year ended October 25, 2008, we recorded a
    $6.9 million net loss on investments primarily due to the
    sale of our equity investment in a publicly traded company (see
    Note 16, Gain (Loss) on Sale of Investments, net, and Loss
    on Impairment of Portfolio Investments, of the Notes to
    Consolidated Financial Statements). The fiscal year ended
    October 25, 2008 also includes net legal fees associated
    with applicable indemnification obligations and other related
    costs of $48.7 million. The fiscal year ended
    October 25, 2008 includes the impact of restructuring costs
    of $3.3 million related to the restructuring of the Files
    business to better align the cost structure with revenue
    performance during the three months ended October 25, 2008.
    In addition, during the year ended October 25, 2008, we
    recorded a benefit of $0.6 million related to estimated
    facilities lease losses, net of expected sublease income (see
    Note 5, Liabilities Associated with Facilities Lease
    Losses, of the Notes to Consolidated Financial
    Statements). Moreover, we recorded acquisition and integration
    costs for a total of $0.7 million related to the
    acquisition of Foundry.(2)
    
    The fiscal year ended October 27, 2007 includes the impact
    of the acquisition of McDATA, which was completed in the second
    fiscal quarter (see Note 3, Acquisitions, of
    the Notes to Consolidated Financial 34




---



##### Table of Contents



Statements). In addition, in the fiscal year ended
    October 27, 2007, we recorded a $13.2 million net gain
    on investments on the disposition of portfolio investments
    primarily associated with marketable strategic investments at
    amounts above the carrying value (see Note 16, Gain
    (Loss) on Sale of Investments, net, and Loss on Impairment of
    Portfolio Investments, of the Notes to Consolidated
    Financial Statements). The fiscal year ended October 27,
    2007 also includes net legal fees associated with applicable
    indemnification obligations, SEC investigation and other related
    costs of $46.3 million. Further, during the first fiscal
    quarter of 2006, we began active settlement discussions with the
    SECs Division of Enforcement regarding our financial
    restatements related to stock option accounting. As a result of
    these discussions, we recorded a provision of $7.0 million
    for an estimated settlement expense in the fiscal year ended
    October 28, 2006. On May 31, 2007, the offer of
    settlement was approved by the SECs Commissioners. On
    August 27, 2007, final judgment approving the settlement
    was entered by the United States District Court for the Northern
    District of California and the $7.0 million settlement
    amount was released to the SEC. Moreover, we recorded
    acquisition and integration costs for a total of
    $19.4 million related to the acquisition of McDATA.(3)
    
    The fiscal year ended October 28, 2006 includes the impact
    of the acquisition of NuView, Inc., which was completed in the
    second fiscal quarter (see Note 3,
    Acquisitions, of the Notes to Consolidated Financial
    Statements). In addition, in the fiscal year ended
    October 28, 2006, we recorded a $2.7 million net gain
    on investments on the disposition of portfolio investments
    primarily associated with non-marketable investments (see
    Note 16, Gain (Loss) on Sale of Investments, net, and
    Loss on Impairment of Portfolio Investments, of the Notes
    to Consolidated Financial Statements). The fiscal year ended
    October 28, 2006 also includes net legal fees associated
    with applicable indemnification obligations, SEC investigation
    and other related costs of $13.7 million. Further, during
    the first fiscal quarter, we began active settlement discussions
    with the SECs Division of Enforcement regarding our
    financial restatements related to stock option accounting. As a
    result of these discussions, we recorded a provision of
    $7.0 million for an estimated settlement expense. During
    the second fiscal quarter, we recorded a charge of
    $3.8 million related to estimated facilities lease losses,
    net of expected sublease income (see Note 5,
    Liabilities Associated with Facilities Lease Losses,
    of the Notes to Consolidated Financial Statements). Moreover,
    during the fourth fiscal quarter, we recorded acquisition and
    integration costs for a total of $9.6 million related to
    prior acquisitions and the potential acquisition of McDATA.(4)
    
    The fiscal year ended October 29, 2005 includes the impact
    of the acquisition of Therion Software Corporation
    (Therion), which was completed in the third fiscal
    quarter. In connection with our acquisition of Therion, we
    recorded in-process research and development expense of
    $7.8 million. The fiscal year ended October 29, 2005
    also includes Audit Committee internal review and net SEC
    investigation costs of $14.0 million. In January 2005,
    we announced that our Audit Committee completed an internal
    review regarding historical stock option granting practices.
    Following the January 2005 Audit Committee internal review, on
    May 16, 2005, we announced that additional information came
    to our attention that indicated that certain guidelines
    regarding stock option granting practices were not followed and
    our Audit Committee had commenced an internal review of our
    stock option accounting focusing on leaves of absence and
    transition and advisory roles. Our Audit Committee review was
    completed in November 2005. In addition, in the fiscal year
    ended October 29, 2005, we recorded a $5.1 million net
    loss on investments on the disposition of portfolio investments
    primarily associated with the defeasance of the indenture
    agreement relating to our 2% convertible notes. We also recorded
    a total of $2.3 million gain on repurchases of convertible
    subordinated debt.(5)
    
    The fiscal year ended October 30, 2004 includes the impact
    of restructuring costs of $9.0 million related to a
    restructuring plan implemented during the three months ended
    May 1, 2004. The fiscal year ended October 30, 2004
    also includes a net lease termination charge of
    $75.6 million. During the three months ended
    January 24, 2004, we purchased a previously leased building
    located near our San Jose headquarters for
    $106.8 million in cash. The $106.8 million consisted
    of $30.0 million for the purchase of land and a building
    and $76.8 million for a lease termination fee. In addition,
    in the fiscal year ended October 30, 2004, we recorded a
    $6.9 million charge in settlement of a claim relating to
    our acquisition of Rhapsody Networks, Inc. We also recorded a
    total of $5.6 million gain on repurchases of convertible
    subordinated debt.(6)
    
    The calculation of working capital for the fiscal year ended
    October 25, 2008 also includes the current portion of the
    term loan of $43.6 million. The calculation of working
    capital for the fiscal year ended October 29, 2005 also
    includes the balance of convertible subordinated debt of
    $278.9 million. 35




---



##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-K.
  Overview
                Results
    of Operations
    Form 10-K
  
    The change in operating units does not result in a material
    change;
    It is not practicable to provide such analysis; and
    Any such recast does not add to an understanding of our
    financial condition, changes in financial condition and results
    of operations.   36




---



##### Table of Contents



Fiscal Years EndedOctober 25,


October 27,2008


2007Net revenuesDCI


74.3
%


78.5
%S3


16.1



13.0Other


9.6



8.5Total net revenues


100.0



100.0Cost of revenuesDCI


37.8



44.1S3


62.1



65.2Other


34.2



40.5Total cost of revenues


41.3



46.5Gross marginDCI


62.2



55.9S3


37.9



34.8Other


65.8



59.5Total gross margin


58.7



53.5Operating expenses:Research and development


17.4



17.2Sales and marketing


18.7



17.1General and administrative


4.0



3.8Legal fees associated with indemnification obligations and other
    related costs, net


3.3



3.7Provision for class action lawsuit


10.9



Amortization of intangible assets


2.1



2.0Acquisition and integration costs






1.6Restructuring costs and facilities lease losses (benefits), net


0.2



Total operating expenses


56.6



45.4Income from operations


2.1



8.1Interest and other income, net


1.8



3.1Interest expense


(0.7
)


(0.5
)Gain (loss) on sale of investments, net


(0.5
)


1.1Loss on impairment of portfolio investments


(0.6
)


Income before provision for income taxes


2.1



11.8Income tax provision (benefit)


(9.3
)


5.6Net income


11.4
%


6.2
%  37




---



##### Table of Contents



Fiscal Years EndedOctober 27,


October 28,2007


2006Net revenuesProduct


87.0
%


92.3
%Service


13.0



7.7Total net revenues


100.0



100.0Cost of revenuesProduct


43.7



38.9Service


65.2



62.0Total cost of revenues


46.5



40.7Gross marginProduct


56.3



61.1Service


34.8



38.0Total gross margin


53.5



59.3Operating expenses:Research and development


17.2



22.0Sales and marketing


17.1



18.6General and administrative


3.8



4.1Legal fees associated with indemnification obligations, SEC
    investigation and other related costs, net


3.7



1.8Provision for SEC settlement






0.9Amortization of intangible assets


2.0



0.3Acquisition and integration costs


1.6



1.3Facilities lease losses (benefits), net






0.5Total operating expenses


45.4



49.5Income from operations


8.1



9.8Interest and other income, net


3.1



3.9Interest expense


(0.5
)


(0.9
)Gain on sale of investments, net


1.1



0.4Income before provision for income taxes


11.8



13.2Income tax provision


5.6



4.1Net income


6.2
%


9.1
%   Revenues.
 38




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##### Table of Contents



Fiscal Year EndedOctober 25,


% of Net


October 27,


% of Net


Increase/


%2008


Revenue


2007


Revenue


(Decrease)


ChangeDCI

$
1,089,508



74.3
%

$
971,238



78.5
%

$
118,270



12.2
%S3


236,200



16.1
%


160,334



13.0
%


75,866



47.3
%Other


141,229



9.6
%


105,291



8.5
%


35,938



34.1
%Total net revenues

$
1,466,937



100.0
%

$
1,236,863



100.0
%

$
230,074



18.6
%       Fiscal Year EndedOctober 27,


% of Net


October 28,


% of Net


Increase/


%2007


Revenue


2006


Revenue


(Decrease)


ChangeProduct

$
1,076,529



87.0
%

$
692,940



92.3
%

$
383,589



55.4
%Service


160,334



13.0
%


57,652



7.7
%


102,682



178.1
%Total net revenues

$
1,236,863



100.0
%

$
750,592



100.0
%

$
486,271



64.8
%        39




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##### Table of Contents



Fiscal Year EndedOctober 25,


% of Net


October 27,


% of Net


Increase/


%2008


Revenue


2007


Revenue


(Decrease)


ChangeDomestic

$
931,280



63.5
%

$
753,398



60.9
%

$
177,882



23.6
%International


535,657



36.5
%


483,465



39.1
%


52,192



10.8
%Total net revenues

$
1,466,937



100.0
%

$
1,236,863



100.0
%

$
230,074



18.6
%     Fiscal Year EndedOctober 27,


% of Net


October 28,


% of Net


Increase/


%2007


Revenue


2006


Revenue


(Decrease)


ChangeDomestic

$
753,398



60.9
%

$
478,138



63.7
%

$
275,260



57.6
%International


483,465



39.1
%


272,454



36.3
%


211,011



77.5
%Total net revenues

$
1,236,863



100.0
%

$
750,592



100.0
%

$
486,271



64.8
%       Gross margin.
  Fiscal Year EndedOctober 25,


% of Net


October 27,


% of Net


Increase/


% Points2008


Revenue


2007


Revenue


(Decrease)


ChangeDCI

$
677,992



62.2
%

$
542,936



55.9
%

$
135,056



6.3
%S3


89,485



37.9
%


55,860



34.8
%


33,625



3.1
%Other


92,895



65.8
%


62,616



59.5
%


30,279



6.3
%Total gross margin

$
860,372



58.7
%

$
661,412



53.5
%

$
198,960



5.2
%    40




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##### Table of Contents



Fiscal Year EndedOctober 27,


% of Net


October 28,


% of Net


Increase/


% Points2007


Revenue


2006


Revenue


(Decrease)


ChangeProduct

$
605,552



56.3
%

$
423,510



61.1
%

$
182,042



(4.8
)%Service


55,860



34.8
%


21,898



38.0
%


33,962



(3.2
)%Total gross margin

$
661,412



53.5
%

$
445,408



59.3
%

$
216,004



(5.8
)%         Research and development expenses.
 41




---



##### Table of Contents



October 25,

% of Net

October 27,

% of Net

Increase/

%2008

Revenue

2007

Revenue

(Decrease)

Change$255,571



17.4%



$213,311



17.2%



$42,260



19.8%       October 27,

% of Net

October 28,

% of Net

Increase/

%2007

Revenue

2006

Revenue

(Decrease)

Change$213,311



17.2%



$164,843



22.0%



$48,468



29.4%       Sales and marketing expenses.
    October 25,

% of Net

October 27,

% of Net

Increase/

%2008

Revenue

2007

Revenue

(Decrease)

Change$274,311



18.7%



$211,168



17.1%



$63,143



29.9%    42




---



##### Table of Contents



October 27,

% of Net

October 28,

% of Net

Increase/

%2007

Revenue

2006

Revenue

(Decrease)

Change$211,168



17.1%



$139,434



18.6%



$71,734



51.4%       General and administrative expenses.
    October 25,

% of Net

October 27,

% of Net

Increase/

%2008

Revenue

2007

Revenue

(Decrease)

Change$58,172



4.0%



$46,980



3.8%



$11,192



23.8%       October 27,

% of Net

October 28,

% of Net

Increase/

%2007

Revenue

2006

Revenue

(Decrease)

Change$46,980



3.8%



$31,089



4.1%



$15,891



51.1%       Legal fees associated with indemnification obligations, SEC
    investigation and other related costs, net.
 43




---



##### Table of Contents



and/or
    October 25,

% of Net

October 27,

% of Net

Increase/

%2008

Revenue

2007

Revenue

(Decrease)

Change$48,673



3.3%



$46,257



3.7%



$2,416



5.2%       October 27,

% of Net

October 28,

% of Net

Increase/

%2007

Revenue

2006

Revenue

(Decrease)

Change$46,257



3.7%



$13,654



1.8%



$32,603



238.8%     Provision for class action lawsuit.
    October 25,

% of Net

October 27,

% of Net

Increase/

%2008

Revenue

2007

Revenue

(Decrease)

Change$160,000



10.9%



$



%



$160,000



100.0%     Provision for SEC settlement.
    October 27,

% of Net

October 28,

% of Net

Increase/

%2007

Revenue

2006

Revenue

(Decrease)

Change$ 



%



$7,000



0.9%



$(7,000)



(100.0)%    44




---



##### Table of Contents



Amortization of intangible
    assets.
  October 25,

% of Net

October 27,

% of Net

Increase/

%2008

Revenue

2007

Revenue

(Decrease)

Change$31,484



2.1%



$24,719



2.0%



$6,765



27.4%       October 27,

% of Net

October 28,

% of Net

Increase/

%2007

Revenue

2006

Revenue

(Decrease)

Change$24,719



2.0%



$2,294



0.3%



$22,425



977.6%     Goodwill
    and Other Intangible Assets
  Acquisition and integration costs.
  October 25,

% of Net

October 27,

% of Net

Increase/

%2008

Revenue

2007

Revenue

(Decrease)

Change$682



%



$19,354



1.6%



$(18,672)



(96.5)%       October 27,

% of Net

October 28,

% of Net

Increase/

%2007

Revenue

2006

Revenue

(Decrease)

Change$19,354



1.6%



$9,646



1.3%



$9,708



100.7%     Restructuring costs and facilities lease losses (benefits),
    net.
  October 25,

% of Net

October 27,

% of Net

Increase/

%2008

Revenue

2007

Revenue

(Decrease)

Change$2,731



0.2%



$



%



$2,731



100.0%    45




---



##### Table of Contents



October 27,

% of Net

October 28,

% of Net

Increase/

%2007

Revenue

2006

Revenue

(Decrease)

Change$ 



%



$3,775



0.5%



$(3,775)



(100.0)%     Interest and other income, net.
  October 25,

% of Net

October 27,

% of Net

Increase/

%2008

Revenue

2007

Revenue

(Decrease)

Change$26,867



1.8%



$38,501



3.1%



$(11,634)



(30.2)%       October 27,

% of Net

October 28,

% of Net

Increase/

%2007

Revenue

2006

Revenue

(Decrease)

Change$38,501



3.1%



$29,098



3.9%



$9,403



32.3%     Interest expense.
    October 25,

% of Net

October 27,

% of Net

Increase/

%2008

Revenue

2007

Revenue

(Decrease)

Change$(10,068)



(0.7)%



$(6,414)



(0.5)%



$3,654



57.0%       October 27,

% of Net

October 28,

% of Net

Increase/

%2007

Revenue

2006

Revenue

(Decrease)

Change$(6,414)



(0.5)%



$(7,082)



(0.9)%



$(668)



(9.4)%  46




---



##### Table of Contents



Gain (loss) on sale of investments, net.
  October 25,

% of Net

October 27,

% of Net

Increase/

%2008

Revenue

2007

Revenue

(Decrease)

Change$(6,874)



(0.5)%



$13,205



1.1%



$20,079



152.1%       October 27,

% of Net

October 28,

% of Net

Increase/

%2007

Revenue

2006

Revenue

(Decrease)

Change$13,205



1.1%



$2,663



0.4%



$10,542



395.9%       Loss on impairment of portfolio
    investments.
    October 25,

% of Net

October 27,

% of Net

Increase/

%2008

Revenue

2007

Revenue

(Decrease)

Change$(8,751)



(0.6)%



$



%



$8,751



100.0%     Provision for (benefit from) income
    taxes.
  Fiscal Year EndedOctober 25,

October 27,

October 28,2008

2007

2006Provision for (benefit from) income taxes

$
(137,148
)

$
68,043


$
30,723Effective tax rate


(458.4
)%


46.9
%


31.2
%  47




---



##### Table of Contents



Accounting
    for Income Taxes
      Accounting
    for Uncertainty in Income Taxes  an interpretation of
    FASB Statement No. 109
    non-U.S. income
 48




---



##### Table of Contents



Stock-based compensation expense.
  October 25,

% of Net

October 27,

% of Net

Increase/

%2008

Revenue

2007

Revenue

(Decrease)

Change$39,037



2.7%



$36,942



3.0%



$2,095



5.7%     October 27,

% of Net

October 28,

% of Net

Increase/

%2007

Revenue

2006

Revenue

(Decrease)

Change$36,942



3.0%



$31,407



4.2%



$5,535



17.6%     Fiscal Year Ended


Fiscal Year Ended


Fiscal Year EndedOctober 25,


October 27,


October 28,2008


2007


2006Cost of revenues

$
9,117


$
11,565


$
8,564Research and development


10,324



11,451



11,952Sales and marketing


10,652



9,278



7,412General and administrative


8,944



4,648



3,479Total stock-based compensation

$
39,037


$
36,942


$
31,407     Liquidity
    and Capital Resources
  October 25,


October 27,


Increase/2008


2007


(Decrease)(In thousands)Cash and cash equivalents

$
453,884


$
315,755


$
138,129Short-term investments


152,741



325,846



(173,105
)Marketable equity securities


177,380



14,205



163,175Long-term investments


36,120



137,524



(101,404
)Restricted cash


1,075,079







1,075,079Total

$
1,895,204


$
793,330


$
1,101,874Percentage of total assets


57
%


41
%  49




---



##### Table of Contents



Financial
    Condition
          FY 2008
    Compared to FY 2007
  Operating Activities.
  Investing Activities.
  Financing Activities.
  FY 2007
    Compared to FY 2006
  Operating Activities.
 50




---



##### Table of Contents



Investing Activities.
  Financing Activities.
  Liquidity
  Manufacturing and Purchase Commitments.
  Guarantee.
  Company Campus Contractual Obligations. four-year
  Pending Acquisition Termination Fee.
  Income Taxes.
   51




---



##### Table of Contents



non-U.S. income
  Senior
    Secured Credit Facility.
  General
             52




---



##### Table of Contents



five-year
  Guarantees
    and Collateral
    Covenants
      Original Amount

October 25, 2008Available

Used

AvailableRevolving credit facility

$
125,000


$



$
125,000Total

$
125,000


$



$
125,000    53




---



##### Table of Contents



Contractual
    Obligations
    Less Than








More ThanTotal


1 Year


1-3 Years


3-5 Years


5 YearsContractual Obligations:Term loan(1)

$
1,423,813


$
140,078


$
312,985


$
970,750


$
Convertible subordinated debt(1)


178,322



3,881



174,441







Non-cancelable operating leases(2)


81,360



24,695



28,040



12,174



16,451Capital leases


209



204



5







Purchase commitments, gross(3)


142,196



142,196











Company campus capital expenditures(4)


129,046



94,798



34,248







Total contractual obligations

$
1,954,946


$
405,852


$
549,719


$
982,924


$
16,451Other Commitments:Standby letters of credit

$
2,001


$
n/a


$
n/a


$
n/a


$
n/aGuarantee

$
1,015


$
n/a


$
n/a


$
n/a


$
n/aUnrecognized tax benefits and related accrued interest(5)

$
121,076


$
n/a


$
n/a


$
n/a


$
n/aLiability associated with class action lawsuit(6)

$
160,000


$
160,000


$
n/a


$
n/a


$
n/a     (1)
    
    Amount reflects total anticipated cash payments, including
    anticipated interest payments, but does not include any fair
    value adjustments or discount. With regards to the term loan,
    the amount also assumes that the acquisition of Foundry will be
    consummated in the fourth quarter of calendar year 2008.(2)
    
    Amount excludes contractual sublease income of
    $5.1 million, which consists of $2.9 million to be
    received in less than 1 year and $2.2 million to be
    received in 1 to 3 years.(3)
    
    Amount reflects total gross purchase commitments under our
    manufacturing agreements with third-party contract
    manufacturers. Of this amount, we have accrued
    $17.3 million for estimated purchase commitments that we do
    not expect to consume in normal operations within the next
    twelve months, in accordance with our policy.(4)
    
    Amount reflects $129.0 million in capital expenditures in
    connection with the development of the corporate campus.(5)
    
    As a result of the adoption of FIN 48, we reclassified
    unrecognized tax benefits to non-current income tax liability.
    As of October 25, 2008, we had a liability for unrecognized
    tax benefits and an accrual for the payment of related interest
    totaling $121.1 million, none of which is expected to be
    paid within one year. We are unable to make a reasonably
    reliable estimate of when cash settlement with a taxing
    authority will occur.(6)
    
    Amount reflects $160.0 million in preliminary settlement
    reached between Brocade and the lead plaintiffs for the federal
    securities class action on May 30, 2008. In December 2008,
    Brocade deposited $160.0 million into an escrow account on
    behalf of the plaintiff class to be released upon final approval
    of the proposed settlement by the Federal District Court. The
    final approval hearing is scheduled for January 23, 2009.  Share Repurchase Program.
 54




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##### Table of Contents



Section 10b5-1
  Foundry Stock Purchase Plan and Agreement. Rule 10b5-1
  Critical
    Accounting Policies and Estimates
      
    Revenue recognition and allowances for sales allowances, sales
    programs and doubtful accounts;
    Stock-based compensation;
    Warranty reserves;
    Inventory valuation and purchase commitment liabilities;
    Restructuring costs and facilities lease losses;
    Goodwill and intangible assets;
    Litigation costs;
    Accounting for income taxes; and
    Accounting for uncertain tax benefits. 55




---



##### Table of Contents



Revenue recognition and allowances for sales allowances,
    sales programs and doubtful accounts.
      97-2, Software Revenue Recognition,
  Stock-based compensation. Share-Based
    Payment Accounting for Stock-Based
    Compensation
 56




---



##### Table of Contents



Accounting for Stock Issued to Employees
    Warranty reserves.
  Inventory valuation and purchase commitment
    liabilities.
  Restructuring costs and facilities lease
    losses.
 57




---



##### Table of Contents



Goodwill and intangible assets. and/or
    Accounting for the Impairment or Disposal of Long-Lived
    Assets. and/or
    Litigation costs.
  Accounting for income taxes.
   58




---



##### Table of Contents



non-United
  Accounting for uncertain tax benefits.
  Recent
    Accounting Pronouncements
  Fair Value
    Measurements
  The Fair Value
    Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115
  Business Combinations
  Noncontrolling
    Interests in Consolidated Financial Statements  an
    amendment of ARB No. 51
 59




---



##### Table of Contents



Disclosures about Derivative
    Instruments and Hedging Activities  an amendment of
    FASB Statement No. 133
  14-1, Accounting for Convertible Debt Instruments That May Be
    Settled in Cash upon Conversion (Including Partial Cash
    Settlement) 14-1). 14-1 14-1 14-1, 14-1
  The Hierarchy of Generally
    Accepted Accounting Principles The Meaning of
    Present Fairly in Conformity With Generally Accepted Accounting
    Principles.
  No. 07-5, Determining Whether an Instrument (or Embedded Feature)
    Is Indexed to an Entitys Own Stock (EITF 07-5). EITF 07-5 EITF 07-5 EITF 07-5, EITF 07-5
  Off-Balance
    Sheet Arrangements
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk   60




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##### Table of Contents



Interest
    Rate Risk
      Valuation of Securities


Fair Value


Valuation of SecuritiesGiven an Interest Rate


as of


Given an Interest RateDecrease of X Basis Points


October 25,


Increase of X Basis PointsIssuer

(150 BPS)


(100 BPS)


(50 BPS)


2008


50 BPS


100 BPS


150 BPSDebt securities issued by U.S. government and its agencies and
    municipal obligations

$
40,743


$
40,670


$
40,597


$
40,526


$
40,453


$
40,381


$
40,310Corporate bonds and notes

$
144,148


$
143,734


$
143,420


$
143,389


$
142,514


$
142,113


$
141,720Total

$
184,891


$
184,404


$
184,017


$
183,915


$
182,967


$
182,494


$
182,030     Valuation of Securities


Fair Value


Valuation of SecuritiesGiven an Interest Rate


as of


Given an Interest RateDecrease of X Basis Points


October 27,


Increase of X Basis PointsIssuer

(150 BPS)


(100 BPS)


(50 BPS)


2007


50 BPS


100 BPS


150 BPSDebt securities issued by U.S. government and its agencies and
    municipal obligations

$
176,787


$
173,677


$
170,835


$
168,223


$
165,676


$
163,311


$
161,120Corporate bonds and notes

$
286,504


$
285,999


$
285,508


$
284,889


$
283,984


$
282,956


$
281,938Total

$
463,291


$
459,676


$
456,343


$
453,112


$
449,660


$
446,267


$
443,058         Weighted-AverageAmount


Interest RateCash and cash equivalents

$
453,884



1.05
%Short-term investments


152,741



4.89
%Long-term investments


36,120



5.15
%Total

$
642,745



2.19
%  61




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##### Table of Contents



Foreign
    Currency Exchange Rate Risk
      Equity
    Price Risk
     62




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data  BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
 PageReport of Independent Registered Public
    Accounting Firm


64Consolidated Statements of Income


65Consolidated Balance Sheets


66Consolidated Statements of Stockholders
    Equity and Comprehensive Income


67Consolidated Statements of Cash Flows


68Notes to Consolidated Financial Statements


69Quarterly Summary (Unaudited)


110   63




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  
        Accounting for Uncertainty in
    Income Taxes  An Interpretation of FASB Statement
    No. 109 Share-Based
    Payment,
  Internal Control  Integrated Framework
  KPMG
    LLP
    64




---



##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  CONSOLIDATED
    STATEMENTS OF INCOME
  Fiscal Year EndedOctober 25,


October 27,


October 28,2008


2007


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

$
1,230,737


$
1,076,529


$
692,940Service


236,200



160,334



57,652Total net revenues


1,466,937



1,236,863



750,592Cost of revenuesProduct


459,850



470,977



269,430Service


146,715



104,474



35,754Total cost of revenues


606,565



575,451



305,184Gross marginProduct


770,887



605,552



423,510Service


89,485



55,860



21,898Total gross margin


860,372



661,412



445,408Operating expenses:Research and development


255,571



213,311



164,843Sales and marketing


274,311



211,168



139,434General and administrative


58,172



46,980



31,089Legal fees associated with indemnification obligations, SEC
    investigation and other related costs, net


48,673



46,257



13,654Provision for class action lawsuit


160,000







Provision for SEC settlement










7,000Amortization of intangible assets


31,484



24,719



2,294Acquisition and integration costs


682



19,354



9,646Restructuring costs and facilities lease losses (benefits), net


2,731







3,775Total operating expenses


831,624



561,789



371,735Income from operations


28,748



99,623



73,673Interest and other income, net


26,867



38,501



29,098Interest expense


(10,068
)


(6,414
)


(7,082
)Gain (loss) on sale of investments, net


(6,874
)


13,205



2,663Loss on impairment of portfolio investments


(8,751
)






Income before provision for income taxes


29,922



144,915



98,352Income tax provision (benefit)


(137,148
)


68,043



30,723Net income

$
167,070


$
76,872


$
67,629Net income per share  basic

$
0.45


$
0.21


$
0.25Net income per share  diluted

$
0.43


$
0.21


$
0.25Shares used in per share calculation  basic


375,303



362,070



269,602Shares used in per share calculation  diluted


394,703



377,558



274,142    65




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  CONSOLIDATED
    BALANCE SHEETS
  October 25,


October 27,2008


2007(In thousands, except par value)ASSETSCurrent assets:Cash and cash equivalents

$
453,884


$
315,755Short-term investments


152,741



325,846Total cash, cash equivalents, and short-term investments


606,625



641,601Marketable equity securities






14,205Accounts receivable, net of allowances of $5,044 and $6,505 at
    October 25, 2008 and October 27, 2007, respectively


158,935



175,755Inventories


21,362



18,017Deferred tax assets


104,705



22,781Prepaid expenses and other current assets


49,931



39,841Total current assets


941,558



912,200Long-term marketable equity securities


177,380



Long-term investments


36,120



137,524Restricted cash


1,075,079



Property and equipment, net


313,379



204,052Goodwill


268,977



384,376Intangible assets, net


220,567



272,652Non-current deferred tax assets


227,795



167Other assets


37,793



19,129Total assets

$
3,298,648


$
1,930,100LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
167,660


$
108,810Accrued employee compensation


107,994



76,017Deferred revenue


103,372



94,533Current liabilities associated with facilities lease losses


13,422



12,807Liability associated with class action lawsuit


160,000



Current portion of long-term debt


43,606



Other accrued liabilities


105,804



117,534Total current liabilities


701,858



409,701Long-term debt, net of current portion


1,011,399



Convertible subordinated debt


169,660



167,498Non-current liabilities associated with facilities lease losses


15,007



25,742Non-current liabilities  deferred taxes






22,781Non-current deferred revenue


37,869



36,344Non-current income tax liability


67,497



Other non-current liabilities


13,118



1,376Total liabilities


2,016,408



663,442Commitments and contingencies (Note 9)Stockholders equity:Preferred stock, $0.001 par value, 5,000 shares
    authorized, no shares issued and outstanding






Common stock, $0.001 par value, 800,000 shares
    authorized:Issued and outstanding: 371,858 and 387,406 shares at
    October 25, 2008 and October 27, 2007, respectively


372



387Additional paid-in capital


1,392,927



1,462,782Accumulated other comprehensive loss


(85,877
)


(1,180
)Accumulated deficit


(25,182
)


(195,331
)Total stockholders equity


1,282,240



1,266,658Total liabilities and stockholders equity

$
3,298,648


$
1,930,100    66




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE
    INCOME
  AccumulatedCommon Stock


Additional


Deferred


Other





TotalNumber of





Paid-in


Stock-Based


Comprehensive


Accumulated


Stockholders


ComprehensiveShares


Amount


Capital


Compensation


Loss


Deficit


Equity


Income(In thousands)Balance at October 29, 2005


269,695


$
270


$
855,563


$
(3,180
)

$
(3,974
)

$
(339,832
)

$
508,847


$
38,287Issuance of common stock


9,644



10



34,266















34,276



Repurchase and retirement of common stock


(421
)






(3,328
)














(3,328
)


Common stock repurchases


(6,777
)


(8
)


(40,200
)














(40,208
)


Tax benefit from employee stock plans










15,792















15,792



Stock-based compensation










30,065















30,065



Elimination of deferred stock-based compensation upon adoption
    of SFAS 123R










(3,180
)


3,180















Change in net unrealized gains (losses) on marketable equity
    securities and investments, net of tax


















3,037







3,037



3,037Change in cumulative translation adjustments


















120







120



120Net income






















67,629



67,629



67,629Balance at October 28, 2006


272,141


$
272


$
888,978


$



$
(817
)

$
(272,203
)

$
616,230


$
70,786Issuance of common stock


18,807



19



100,473















100,492



Retirement of common stock


(36
)


























Common stock repurchases


(22,298
)


(23
)


(191,307
)














(191,330
)


Issuance of common stock for McDATA acquisition


118,792



119



627,774















627,893



Tax benefit from employee stock plans










(77
)














(77
)


Stock-based compensation










36,941















36,941



Change in net unrealized gains (losses) on marketable equity
    securities, cash flow hedges and investments, net of tax


















(243
)






(243
)


(243
)Change in cumulative translation adjustments


















(120
)






(120
)


(120
)Net income






















76,872



76,872



76,872Balance at October 27, 2007


387,406


$
387


$
1,462,782


$



$
(1,180
)

$
(195,331
)

$
1,266,658


$
76,509Adjustment to accumulated deficit upon adoption of FIN 48






















3,079



3,079



Issuance of common stock


8,070



8



46,433















46,441



Retirement of common stock


(839
)


(1
)


(2,149
)














(2,150
)


Common stock repurchases


(22,779
)


(22
)


(168,310
)














(168,332
)


Tax benefit from employee stock plans










16,146















16,146



Stock-based compensation










38,025















38,025



Change in net unrealized gains (losses) on marketable equity
    securities, cash flow hedges and investments


















(75,432
)






(75,432
)


(75,432
)Change in cumulative translation adjustments


















(9,265
)






(9,265
)


(9,265
)Net income






















167,070



167,070



167,070Balance at October 25, 2008


371,858


$
372


$
1,392,927


$



$
(85,877
)

$
(25,182
)

$
1,282,240


$
82,373    67




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.



CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Fiscal Year EndedOctober 25,


October 27,


October 28,2008


2007


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

$
167,070


$
76,872


$
67,629Adjustments to reconcile net income to net cash provided by
    operating activities:Release of valuation allowance


(185,176
)






Excess tax benefit from employee stock plans


(16,146
)


77



(15,792
)Depreciation and amortization


120,178



101,416



34,731Loss on disposal of property and equipment


3,181



1,213



438Amortization of debt issuance costs


319







1,430Net (gains) losses on investments and marketable equity
    securities


15,327



(11,694
)


(2,685
)Provision for doubtful accounts receivable and sales allowances


6,614



5,401



3,526Provision for SEC settlement










7,000Non-cash compensation expense


39,036



36,942



31,407Non-cash facilities lease loss expense (benefit)


(582
)






3,775Capitalization of interest cost


(970
)






Changes in assets and liabilities:Accounts receivable


17,143



27,414



(31,244
)Inventories


(3,345
)


3,481



2,062Prepaid expenses and other assets


25,200



26,429



(19,797
)Deferred tax assets


(58,104
)


(22,906
)


(42
)Accounts payable


40,550



10,075



32,963Accrued employee compensation


30,242



(37,473
)


25,080Deferred revenue


10,185



17,162



15,390Other accrued liabilities


77,311



(55,967
)


15,858Liabilities associated with facilities lease losses


(9,538
)


(8,039
)


(4,869
)Liability associated with class action lawsuit


160,000







Net cash provided by operating activities


438,495



170,403



166,860Cash flows from investing activities:Purchases of short-term investments


(169,016
)


(571,357
)


(325,884
)Purchases of long-term investments


(37,731
)


(200,239
)


(40,267
)Purchases of marketable equity securities


(248,431
)


(15,930
)


Purchases of non-marketable minority equity investments


(1,436
)


(5,000
)


(4,575
)Proceeds from maturities and sale of short-term investments


448,385



764,939



363,873Proceeds from maturities and sale of long-term investments


22,483



12,614



Proceeds from sale of marketable equity securities and equity
    investments


9,926



11,694



10,185Proceeds from maturities of restricted short-term investments










281,414Purchases of property and equipment


(144,071
)


(56,538
)


(30,430
)Proceeds from sale of property and equipment






1,336



(Increase) decrease in restricted cash


(1,075,079
)


12,422



Cash paid in connection with pending acquisition of Foundry
    Networks, Inc.


(1,000
)






Net cash acquired (paid) in connection with acquisitions


(43,554
)


139,703



(52,829
)Cash placed in escrow in connection with acquisition of NuView,
    Inc.










(7,058
)Net cash provided by (used in) investing activities


(1,239,524
)


93,644



194,429Cash flows from financing activities:Payments on capital lease obligations






(735
)


Common stock repurchases


(168,293
)


(191,293
)


(40,206
)Proceeds from issuance of common stock, net


42,418



100,638



34,255Proceeds from term loan


1,054,425







Termination of interest rate swap






(4,989
)


Redemption of outstanding convertible debt






(124,185
)


(278,883
)Excess tax benefit from employee stock plans


16,146



(77
)


15,792Net cash provided by (used in) financing activities


944,696



(220,641
)


(269,042
)Effect of exchange rate fluctuations on cash and cash equivalents


(5,538
)


(2,019
)


120Net increase in cash and cash equivalents


138,129



41,387



92,367Cash and cash equivalents, beginning of year


315,755



274,368



182,001Cash and cash equivalents, end of year

$
453,884


$
315,755


$
274,368Supplemental disclosures of cash flow information:Cash paid for interest

$
3,881


$
3,882


$
8,916Cash paid for income taxes

$
9,618


$
17,800


$
12,911Supplemental schedule of non-cash investing activities:Issuance of common stock for McDATA acquisition

$



$
627,893


$
    68




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Organization
    and Operations of Brocade                    2.
    Summary
    of Significant Accounting Policies  Fiscal
    Year
    Principles
    of Consolidation
   69




---



##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cash
    and Cash Equivalents
    Restricted
    Cash
    Investments
    and Equity Securities
           70




---



##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Fair
    Value of Financial Instruments
    Derivative
    Financial Instruments
  Accounting
    for Derivative Instruments and Hedging Activities,
       71




---



##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Inventories
  first-in,
  Property
    and Equipment
    Accrued
    Employee Compensation
    Goodwill
    and Intangible Assets
  Goodwill and Other Intangible Assets and/or
 72




---



##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Accounting for the Impairment or Disposal of Long-Lived
    Assets. and/or
  Concentrations
       73




---



##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Revenue
    Recognition
  Product revenue.
    Service revenue.
  Multiple-element arrangements. 97-2, Software Revenue Recognition,
 74




---



##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Warranty
    Expense
    Foreign
    Currency
      Software
    Development Costs
  Accounting for the Costs of Computer Software to Be
    Sold, Leased, or Otherwise Marketed.
  98-1, Accounting for the Costs of Computer Software Developed
    or Obtained for Internal Use.
  Advertising
    Costs
    Capitalized
    Interest Costs
   75




---



##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Income
    Taxes
  Accounting for Income Taxes
  Accounting for Uncertainty in Income
    Taxes  an interpretation of FASB Statement
    No. 109
  Computation
    of Net Income per Share
    Stock-Based
    Compensation
  Share-Based Payment Accounting for Stock-Based
    Compensation
 76




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting for Stock Issued to
    Employees
  Transition Election Related to Accounting for the Tax
    Effects of Share-Based Payment Awards (FAS 123R-3). FAS 123R-3
  Use of
    Estimates in Preparation of Consolidated Financial
    Statements
    Recent
    Accounting Pronouncements
  Fair Value
    Measurements
  The Fair Value
    Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115
 77




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Business Combinations
  Noncontrolling
    Interests in Consolidated Financial Statements  an
    amendment of ARB No. 51
  Disclosures about Derivative
    Instruments and Hedging Activities  an amendment of
    FASB Statement No. 133
  14-1, Accounting for Convertible Debt Instruments That May Be
    Settled in Cash upon Conversion (Including Partial Cash
    Settlement) 14-1). 14-1 14-1 14-1, 14-1
  The Hierarchy of Generally
    Accepted Accounting Principles The Meaning of
    Present Fairly in Conformity With Generally Accepted Accounting
    Principles.
  No. 07-5, Determining Whether an Instrument (or Embedded Feature)
    Is Indexed to an Entitys Own Stock (EITF 07-5). EITF 07-5 EITF 07-5
 78




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  EITF 07-5, EITF 07-5
  3.
    Acquisitions  Strategic
    Business Systems, Inc.
      McDATA
    Corporation
          Year EndedOctober 27,


October 28,2007(1)


2006(2)In thousands, except per share amountsTotal net revenues

$
1,392,952


$
1,406,884Pretax income (loss)


105,732



(22,734
)Net income (loss)


37,220



(53,189
)Basic net income (loss) per share

$
0.10


$
(0.14
)     (1)
    
    The unaudited pro forma financial results for the year ended
    October 27, 2007 include Brocades historical results
    for the twelve months ended October 27, 2007 and
    McDATAs historical results for the three months 79




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  ended October 31, 2006, including amortization related to
    fair value adjustments based on the fair values of assets
    acquired and liabilities assumed and deferred compensation
    recognized as of the McDATA acquisition date of January 29,
    2007.(2)
    
    The unaudited pro forma financial results for the year ended
    October 28, 2006 include Brocades historical results
    for the twelve months ended October 28, 2006 and
    McDATAs historical results for the three months ended
    January 31, 2006 and nine months ended October 31,
    2006.      AmountAssets acquired:Cash and cash equivalents

$
147,407Short-term investments


78,315Accounts receivable, net


108,426Inventories, net


12,559Property and equipment, net


90,015Identifiable intangible assetsTradename


10,341Core/Developed technology


147,191Customer relationships


157,501Deferred tax assets


127,651Goodwill


370,296Other assets


112,887Total assets acquired


1,362,589Liabilities assumed:Deferred tax liabilities


127,651Debt assumed


282,050Other liabilities


293,971Total liabilities assumed


703,672Net assets acquired

$
658,917     Silverback
    Systems, Inc.
   80




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Pending
    Acquisition
    Acquisition-Related
    Compensation Expense
    4.
    Goodwill
    and Intangible Assets    Services,Data Center


Support andInfrastructure


Solutions


Other


TotalBalance at October 27, 2007

$



$



$



$
384,376Tax adjustment(1)














(19,726
)Balance at January 26, 2008


235,439



59,255



69,956



364,650Goodwill acquired






20,873







20,873Tax adjustment(2)


(56,767
)


(31,154
)


(2,470
)


(90,391
)Balance at April 26, 2008


178,672



48,974



67,486



295,132Tax adjustment(3)


(9,537
)


(5,234
)






(14,771
)Other adjustments


(14
)










(14
)Balance at July 26, 2008


169,121



43,740



67,486



280,347Tax adjustment(4)


(7,152
)


(3,926
)






(11,078
)Other adjustments


(292
)










(292
)Balance at October 25, 2008

$
161,677


$
39,814


$
67,486


$
268,977  81




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (1)
    
    The goodwill adjustment of $19.7 million was primarily a
    result of the realization of deferred tax assets of acquired
    companies.(2)
    
    The goodwill adjustment of $90.4 million was primarily a
    result of recording deferred tax assets of acquired companies
    due to the valuation allowance release.(3)
    
    The goodwill adjustment of $14.8 million was primarily a
    result of the realization of deferred tax assets of acquired
    companies.(4)
    
    The goodwill adjustment of $11.1 million was primarily a
    result of the realization of deferred tax assets of acquired
    companies.    Balance at October 28, 2006

$
41,013Goodwill acquired from Silverback acquisition


8,408Goodwill acquired from McDATA acquisition(1)


334,955Balance at October 27, 2007

$
384,376     (1)
    
    During the year ended October 27, 2007, the Company
    recorded the following adjustments to the fair value of assets
    acquired and liabilities assumed from McDATA:  Balance at April 28, 2007

$
370,296Adjustments related to inventory purchase commitments


2,594Adjustment related to tax liabilities, net


(45,084
)Fair value adjustment related to debt assumed


6,038Other adjustments


1,111Balance at October 27, 2007

$
334,955     Gross





NetCarrying


Accumulated


CarryingValue


Amortization


ValueTradename

$
14,873


$
6,971


$
7,902Core/Developed technology


154,754



71,202



83,552Customer relationships


179,412



50,654



128,758Non-compete agreements


970



615



355Total intangible assets

$
350,009


$
129,442


$
220,567     Gross





NetCarrying


Accumulated


CarryingValue


Amortization


ValueTradename

$
11,373


$
3,089


$
8,284Core/Developed technology


154,454



34,929



119,525Customer relationships


167,011



22,317



144,694Non-compete agreements


371



222



149Total intangible assets

$
333,209


$
60,557


$
272,652  82




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      FutureEstimatedFiscal Year

Amortization2009

$
66,3562010


53,2302011


43,2572012


29,9022013


17,543Thereafter


10,279Total

$
220,567   5.
    Liabilities
    Associated with Facilities Lease Losses        Lease LossReserveReserve balance at October 28, 2006

$
16,036Additional reserve booked as a result of acquisitions in first
    and second fiscal quarters in 2007 and adjustment in fourth
    fiscal quarter 2007


30,642Cash payments on facilities leases


(8,207
)Non-cash charges and other adjustments, net


78Reserve balance at October 27, 2007

$
38,549Cash payments on facilities leases


(9,578
)Non-cash charges and other adjustments, net


(542
)Reserve balance at October 25, 2008

$
28,429  83




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    6.
    Balance
    Sheet Details    October 25,


October 27,2008


2007Inventories:Raw materials

$
5,596


$
11,860Finished goods


15,766



6,157Total

$
21,362


$
18,017Property and equipment, net:Computer equipment and software

$
117,167


$
102,643Engineering and other equipment


208,613



182,640Furniture and fixtures


12,066



11,152Leasehold improvements


58,651



56,052Land and building


80,882



79,523Company campus(1)


103,007



Subtotal


580,386



432,010Less: Accumulated depreciation and amortization


(267,007
)


(227,958
)Total

$
313,379


$
204,052     (1)
    
    In connection with the purchase of the property located in
    San Jose, California, the Company also engaged a third
    party as development manager to manage the development and
    construction of improvements on the property, which is still in
    progress. Included in the $103.0 million in Company campus
    as of October 25, 2008 is $8.0 million that the
    Company has agreed to pay the developer in the event that
    Brocade decides to transfer any part of the Company campus
    project prior to May 22, 2011.  October 25,


October 27,2008


2007Other accrued liabilities:Income taxes payable

$
6,749


$
46,739Accrued warranty


5,051



5,923Inventory purchase commitments


17,332



23,176Accrued sales programs


13,438



11,245Other


63,234



30,451Total

$
105,804


$
117,534  84




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  7.
    Investments
    and Equity Securities    Gross


GrossAmortized


Unrealized


Unrealized


FairCost


Gains


Losses


ValueOctober 25, 2008Debt securities issued by U.S. government and its agencies and
    municipal obligations

$
40,504


$
44


$
(22
)

$
40,526Corporate bonds and notes


146,457



206



(3,274
)


143,389Marketable equity securities


253,378







(71,052
)


182,326Total

$
440,339


$
250


$
(74,348
)

$
366,241Reported as:Short-term investments













$
152,741Long-term investments and marketable equity securities














213,500Total













$
366,241October 27, 2007Debt securities issued by U.S. government and its agencies and
    municipal obligations

$
168,064


$
175


$
(17
)

$
168,222Corporate bonds and notes


284,711



702



(524
)


284,889Marketable equity securities


26,189







(1,725
)


24,464Total

$
478,964


$
877


$
(2,266
)

$
477,575Reported as:Short-term investments and marketable equity securities













$
340,051Long-term investments














137,524Total













$
477,575      85




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Less Than 12 Months


12 Months or Longer


TotalGross





Gross





GrossUnrealized





Unrealized





UnrealizedFair Value


Losses


Fair Value


Losses


Fair Value


LossesOctober 25, 2008Debt securities issued by U.S. government and its
    agencies
    and municipal obligations

$
40,526


$
(22
)

$



$



$
40,526


$
(22
)Corporate bonds and notes


107,269



(2,361
)


36,120



(913
)


143,389



(3,274
)Marketable equity securities










182,326



(71,052
)


182,326



(71,052
)Total

$
147,795


$
(2,383
)

$
218,446


$
(71,965
)

$
366,241


$
(74,348
)October 27, 2007Debt securities issued by U.S. government and its agencies
    and municipal obligations

$
19,884


$
(17
)

$



$



$
19,884


$
(17
)Corporate bonds and notes


95,249



(380
)


27,390



(144
)


122,639



(524
)Marketable equity securities


14,205



(1,725
)










14,205



(1,725
)Total

$
129,338


$
(2,122
)

$
27,390


$
(144
)

$
156,728


$
(2,266
)       AmortizedCost


Fair ValueLess than one year

$
150,019


$
147,795Due in 1  2 years


36,942



36,120Total

$
186,961


$
183,915   8.
    Borrowings  Senior
    Secured Credit Facility
   86




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             87




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Convertible
    Subordinated Debt
        No. 00-19, Accounting for Derivative Financial Instruments Indexed
    to, and Potentially Settled in, a Companys Own Stock (EITF 00-19).
     88




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    9.
    Commitments
    and Contingencies  Operating
    and Capital Leases
        OperatingFiscal Year

Leases2009

$
24,6952010


20,8222011


7,2182012


6,3642013


5,810Thereafter


16,451Total minimum lease payments

$
81,360   Product
    Warranties
    AccruedWarrantyBalance at October 28, 2006

$
2,230Liabilities accrued for warranties issued during the period


8,360Warranty claims paid and uses during the period


(3,724
)Changes in liability for pre-existing warranties during the
    period


(943
)Balance at October 27, 2007

$
5,923Liabilities accrued for warranties issued during the period


3,984Warranty claims paid and uses during the period


(3,118
)Changes in liability for pre-existing warranties during the
    period


(1,738
)Balance at October 25, 2008

$
5,051  89




---



##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Manufacturing
    and Purchase Commitments
    Income
    Taxes
  non-U.S. income
  Pending
    Acquisition Termination Fee
    Integration
    Costs
   90




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Legal
    Proceedings
    In Re Brocade Communications Systems, Inc.
    Initial Public Offering Securities Litigation In Re Initial Public Offering
    Securities Litigation
       91




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Rule 10b-5 Form 10-K Form 10-Ks
     92




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
               93




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Legal
    fees associated with indemnification obligations and other
    related costs, net
  and/or
  10.
    Derivative
    Accounting      11.
    Stockholders
    Equity and Employee Stock Plans  Tender
    Offer
    Employee
    Stock Purchase Plan
   94




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    1999 Director
    Option Plan
    1999
    Stock Plan
    1999
    Nonstatutory Stock Option Plan
    McDATA
    Equity Plans
    Long-Term
    Incentive Plan
  27-month
 95




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Employee
    401(k) Plan
      Reverse/Forward
    Stock Split
  1-for-100 100-for-1
 96




---



##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  12.
    Stock-Based
    Compensation  Equity
    Compensation Plan Information
    A


B


CNumber of SecuritiesRemaining Availablefor Future IssuanceNumber of Securities





Under Equityto be Issued


Weighted-Average


Compensation PlansUpon Exercise of


Exercise Price of


(Excludes SecuritiesPlan Category

Outstanding Options


Outstanding Options


Reflected in Column A)Equity compensation plans approved by stockholders(1)


29,713
(3)

$
7.96



76,957
(4)Equity compensation plans not approved by stockholders(2)


5,323
(5)

$
8.55



35,362Total


35,036


$
8.05



112,319     (1)
    
    Consist of the Employee Stock Purchase Plan, the Director Plan,
    the 1999 Plan, the Rhapsody Plan, the Therion Plan and the
    McDATA plans. The Rhapsody Plan, the Therion Plan and the McDATA
    plans were assumed in connection with acquisitions.(2)
    
    Consist solely of the NSO Plan.(3)
    
    Amount excludes purchase rights accrued under the Employee Stock
    Purchase Plan. As of October 25, 2008, the Employee Stock
    Purchase Plan had a stockholder-approved reserve of
    60.4 million shares, of which 42.9 million shares were
    available for future issuance.(4)
    
    Amount consists of shares available for future issuance under
    the Employee Stock Purchase Plan, the Director Plan and the 1999
    Plan.(5)
    
    Substantially all shares were granted prior to the fiscal year
    ended October 25, 2003.  Stock
    Options
     97




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Year EndedOctober 25,

October 27,

October 28,Stock Options

2008

2007

2006Expected dividend yield

0.0%

0.0%

0.0%Risk-free interest rate

1.5 - 4.1%

4.1 - 5.2%

4.5 - 5.2%Expected volatility

44.2 - 57.0%

42.4 - 52.8%

47.4 - 52.8%Expected term (in years)

4.0

3.8

3.3     Weighted-AverageWeighted-Average


Remaining


Aggregate IntrinsicShares


Exercise Price


Contractual Term


Value(In thousands)





(In years)


(In thousands)Outstanding at October 29, 2005


45,179


$
6.59Granted


7,657


$
5.63Exercised


(4,498
)

$
5.25Forfeited or expired


(8,384
)

$
7.78Outstanding at October 28, 2006


39,954


$
6.35



5.70


$
108,179Assumed in McDATA acquisition


15,632


$
11.77Granted


8,992


$
8.92Exercised


(15,146
)

$
5.57Forfeited or expired


(6,235
)

$
12.30Outstanding at October 27, 2007


43,197


$
8.20



4.87


$
100,316Granted


2,509


$
7.07Exercised


(4,840
)

$
5.47Forfeited or expired


(5,830
)

$
11.19Outstanding at October 25, 2008


35,036


$
8.05



4.17


$
701Vested and expected to vest at October 25, 2008


33,006


$
8.11



4.11


$
700Exercisable and vested at:October 28, 2006


24,160


$
6.96



5.60


$
60,296October 27, 2007


27,236


$
8.91



4.28


$
67,859October 25, 2008


26,345


$
8.31



3.78


$
697  98




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Employee
    Stock Purchase Plan
      Fiscal Year EndedOctober 25,

October 27,

October 28,Employee Stock Purchase Plan

2008

2007

2006Expected dividend yield

0.0%

0.0%

0.0%Risk-free interest rate

1.5 - 5.0%

4.2 - 5.2%

4.4 - 5.2%Expected volatility

44.8 - 45.9%

42.0 - 44.3%

42.6 - 44.3%Contractual term (in years)

0.5

0.5

0.5     Restricted
    Stock Awards
   99




---



##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Weighted-AverageGrant DateShares


Fair Value(In thousands)Nonvested at October 29, 2005


13


$
7.05Granted


1,923


$
4.43Vested


(12
)

$
7.05Forfeited


(76
)

$
4.43Nonvested at October 28, 2006


1,848


$
4.44Assumed under the McDATA acquisition


1,058


$
3.08Granted





$
0.01Vested


(639
)

$
0.09Forfeited


(137
)

$
1.64Nonvested at October 27, 2007


2,130


$
3.75Granted





$
Vested


(2,087
)

$
3.84Forfeited


(29
)

$
0.01Nonvested at October 25, 2008


14


$
0.01Expected to vest at October 25, 2008


13


$
0.01   Restricted
    Stock Units
   100




---



##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted-AverageGrant DateShares


Fair Value(In thousands)Nonvested at October 28, 2006





$
Granted


2,798


$
8.29Vested





$
Forfeited


(79
)

$
8.05Nonvested at October 27, 2007


2,719


$
8.29Granted


6,290


$
7.69Vested


(5
)

$
6.35Forfeited


(698
)

$
7.95Nonvested at October 25, 2008


8,306


$
7.87Vested and expected to vest at October 25, 2008


6,765


$
7.87       13.
    Income
    Taxes    Fiscal Year EndedOctober 25,


October 27,


October 28,2008


2007


2006United States

$
(47,195
)

$
59,243


$
45,088International


77,117



85,672



53,264Total

$
29,922


$
144,915


$
98,352  101




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Year EndedOctober 25,


October 27,


October 28,2008


2007


2006U.S. federal taxes:Current

$
47,826


$
126


$
18,475Deferred


(143,957
)






Total U.S. federal taxes


(96,131
)


126



18,475State taxes:Current


3,890



1,561



4,893Deferred


(54,074
)






Total state taxes


(50,184
)


1,561



4,893Non-U.S.
    taxes:Current


9,307



15,834



7,397Deferred


(855
)


(125
)


(42
)Total
    non-U.S.
    taxes


8,452



15,709



7,355Charge in lieu of taxes resulting from initial recognition of
    acquired tax benefits that are allocated to reduce goodwill
    related to the acquired entity


715



50,647



Total

$
(137,148
)

$
68,043


$
30,723     Fiscal Year EndedOctober 25,


October 27,


October 28,2008


2007


2006U.S. federal statutory income tax rate


35.0
%


35.0
%


35.0
%State taxes, net of federal tax benefit


(156.5
)


1.1



3.5Foreign income taxed at other than U.S. rates


(33.2
)


(10.2
)


(8.9
)Research and development credit










(0.4
)Permanent items


5.3



4.5



4.9Change in liabilities for uncertain tax positions


92.4







Change in valuation allowance


(403.1
)


16.5



(2.9
)Other


1.7







Effective tax rate


(458.4
)%


46.9
%


31.2
%    102




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    October 25,


October 27,2008


2007Net operating loss carryforwards

$
118,031


$
133,428Stock option expense


19,685



6,423Tax credit carryforwards


74,142



79,991Reserves and accruals


189,210



183,131Non-U.S.
    stock option expense


955



167Capitalized research and development expenditures


33,099



39,112Net unrealized losses on investments


33,907



334Gross deferred tax assets


469,029



442,586Less: Valuation allowance


(44,777
)


(331,605
)Total deferred tax assets


424,252



110,981Acquired intangibles


(81,358
)


(110,814
)Other


(10,394
)


Total deferred tax liabilities


(91,752
)


(110,814
)Total net deferred tax assets

$
332,500


$
167       Unrecognized tax benefits, balance at October 28, 2007

$
88,138Gross increases for tax positions taken in prior periods


2,163Gross decreases for tax positions taken in prior periods


(1,194
)Gross increases for tax positions taken in current period


30,159Gross decreases for tax positions taken in current period


Changes due to settlements with taxing authorities


Reductions resulting from lapses of statutes of limitations


(1,007
)Unrecognized tax benefits, balance at October 25, 2008

$
118,259  103




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      non-U.S. income
         104




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      14.
    Segment
    Information  Disclosures about Segments
    of an Enterprise and Related Information
      
    DCI includes a majority of the Companys storage area
    network products and software;
    S3 includes break/fix maintenance, extended warranty,
    installation, consulting, network management, related software
    maintenance and support revenue, and telecommunications
    services; and
    Other includes embedded blades, HBA products, and files products.   105




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Year EndedOctober 25,


October 27,2008


2007Net revenuesDCI

$
1,089,508


$
971,238S3


236,200



160,334Other


141,229



105,291Total net revenues


1,466,937



1,236,863Cost of revenuesDCI


411,516



428,302S3


146,715



104,474Other


48,334



42,675Total cost of revenues


606,565



575,451Gross marginDCI


677,992



542,936S3


89,485



55,860Other


92,895



62,616Total gross margin

$
860,372


$
661,412     
    The change in operating units does not result in a material
    change;
    It is not practicable to provide such analysis; and
    Any such recast does not add to an understanding of our
    financial condition, changes in financial condition and results
    of operations. 106




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Fiscal Year EndedOctober 25,


October 27,


October 28,2008


2007


2006Net revenuesProduct

$
1,230,737


$
1,076,529


$
692,940Service


236,200



160,334



57,652Total net revenues


1,466,937



1,236,863



750,592Cost of revenuesProduct


459,850



470,977



269,430Service


146,715



104,474



35,754Total cost of revenues


606,565



575,451



305,184Gross marginProduct


770,887



605,552



423,510Service


89,485



55,860



21,898Total gross margin

$
860,372


$
661,412


$
445,408     Fiscal Year EndedOctober 25,


October 27,


October 28,2008


2007


2006Net revenues:North America (principally the United States)

$
952,357


$
753,398


$
478,138Europe, the Middle East and Africa


359,678



363,211



201,996Asia Pacific


154,902



120,254



70,458Total net revenues

$
1,466,937


$
1,236,863


$
750,592   15.
    Interest
    and Other Income, net    Fiscal Year EndedOctober 25,


October 27,


October 28,2008


2007


2006Interest income

$
24,568


$
36,989


$
29,233Other income (expense), net


2,299



1,512



(135
)Total

$
26,867


$
38,501


$
29,098  107




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  16.
    Gain
    (Loss) on Sale of Investments, net, and Loss on Impairment of
    Portfolio Investments    17.
    Net
    Income per Share    Fiscal Year EndedOctober 25,


October 27,


October 28,2008


2007


2006Basic net income per shareNet income

$
167,070


$
76,872


$
67,629Weighted-average shares of common stock outstanding


375,520



365,206



271,498Less: Weighted-average shares of common stock subject to
    repurchase


(217
)


(3,136
)


(1,896
)Weighted-average shares used in computing basic net income per
    share


375,303



362,070



269,602Basic net income per share

$
0.45


$
0.21


$
0.25Diluted net income per shareNet income

$
167,070


$
76,872


$
67,629Interest on convertible subordinated debt, net of income tax
    effect


2,487



908



Net income, as adjusted


169,557



77,780



67,629Weighted-average shares used in computing basic net income per
    share


375,303



362,070



269,602Dilutive potential common shares


19,400



15,488



4,540Weighted-average shares used in computing diluted net income per
    share


394,703



377,558



274,142Diluted net income per share

$
0.43


$
0.21


$
0.25    108




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    18.
    Related
    Party and Other Transactions    19.
    Subsequent
    Events  Amendment
    to the Agreement and Plan of Merger with Foundry
         109




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##### Table of Contents



BROCADE
    COMMUNICATIONS SYSTEMS, INC.
  QUARTERLY
    SUMMARY
 (Unaudited)
  Three Months EndedJanuary 26,


April 26,


July 26,


October 25,


January 27,


April 28,


July 28,


October 27,2008


2008


2008


2008(1)


2007


2007


2007


2007(In thousands, except per share and stock price amounts)Quarterly Data:Net revenues

$
347,849


$
354,895


$
365,696


$
398,498


$
224,156


$
345,268


$
327,455


$
339,984Gross margin

$
196,577


$
205,453


$
213,205


$
245,137


$
141,366


$
170,848


$
165,788


$
183,410Income (loss) from operations

$
45,263


$
(111,200
)

$
44,424


$
50,262


$
39,413


$
8,836


$
12,004


$
39,370Net income

$
19,845


$
91,378


$
20,266


$
35,581


$
33,318


$
843


$
10,690


$
32,020Per share amounts:Basic

$
0.05


$
0.24


$
0.05


$
0.10


$
0.12


$
0.00


$
0.03


$
0.08Diluted

$
0.05


$
0.23


$
0.05


$
0.09


$
0.12


$
0.00


$
0.03


$
0.08Shares used in computing per share amounts:Basic


383,194



374,827



371,345



371,845



272,855



395,574



392,450



387,400Diluted


403,279



393,471



392,586



389,477



285,137



411,989



407,113



408,844Closing prices:High

$
9.54


$
8.17


$
9.09


$
7.58


$
9.41


$
10.52


$
9.77


$
9.25Low

$
6.15


$
6.31


$
6.47


$
2.85


$
7.56


$
8.23


$
7.37


$
6.19     (1)
    
    In the third and fourth quarters of fiscal year 2008, the
    Company recorded certain immaterial adjustments related to prior
    periods. 110




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e) Form 10-K
      Changes
    in Internal Control over Financial Reporting
  Rules 13a-15 15d-15
  Managements
    Report on Internal Control over Financial Reporting
  Rule 13a-15(f) 15d-15(f)
  
    pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of the assets of the Company;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of the Company are being made
    only in accordance with authorizations of management and
    directors of the Company; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    Companys assets that could have a material effect on the
    financial statements.   111




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##### Table of Contents



Form 10-K.
 112




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
  Internal Control  Integrated
    Framework Managements Report on Internal Control over Financial
    Reporting
        Internal Control  Integrated Framework
    KPMG
    LLP
    113




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##### Table of Contents



Item 9B.
    Other
    Information   PART III    Item 10.
    Directors,
    Executive Officers and Corporate Governance      Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   114




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##### 



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  Form 10-K:
  1.  Financial
    Statements:
     
 PageReport of Independent Registered Public
    Accounting Firm


64Consolidated Statements of Income


65Consolidated Balance Sheets


66Consolidated Statements of Stockholders
    Equity and Comprehensive Income


67Consolidated Statements of Cash Flows


68Notes to Consolidated Financial Statements


69Quarterly Summary (Unaudited)


110    2.  Financial
    Statement Schedules:
    Schedule II  Valuation and Qualifying Accounts


Page 125   Form 10-K.
  3.  Exhibits:
  EXHIBIT INDEX
  ExhibitNumber

Description of Document2
.1

Agreement and Plan of Reorganization by and among Brocade,
    McDATA Corporation and certain other parties dated
    August 7, 2006 (incorporated by reference to
    Exhibit 2.1 from Brocades
    Form 8-K
    filed on August 8, 2006)2
.2

Agreement and Plan of Merger dated as of July 21, 2008
    among Brocade Communications Systems, Inc., Falcon Acquisition
    Sub, Inc. and Foundry Networks, Inc. (incorporated by reference
    to Exhibit 2.1 from Brocades
    Form 8-K
    filed on July 24, 2008)2
.3

Amendment No. 1 to Agreement and Plan of Merger dated as of
    November 7, 2008 among Brocade Communications Systems,
    Inc., Falcon Acquisition Sub, Inc. and Foundry Networks, Inc.
    (incorporated by reference to Exhibit 2.2 from
    Brocades
    Form 8-K
    filed on November 12, 2008)3
.1

Amended and Restated Certificate of Incorporation (incorporated
    by reference to Exhibit 3.1 from Brocades quarterly
    report on
    Form 10-Q
    for the quarter ended July 28, 2007)3
.2

Amended and Restated Bylaws of the Registrant amended as of
    February 22, 2008 (incorporated by reference to
    Exhibit 3.1 from Brocades
    Form 8-K
    filed on February 22, 2008)3
.3

Certificate of Designation of Rights, Preferences and Privileges
    of Series A Participating Preferred Stock of Brocade
    Communications Systems, Inc. (incorporated by reference to
    Exhibit 4.1 from Brocades Registration Statement on
    Form 8-A
    filed on February 11, 2002)3
.4

Certificate of Elimination of Series A Participating
    Preferred Stock of Brocade (incorporated by reference to
    Exhibit 3.1 from Brocades
    Form 8-K
    filed on February 16, 2007) 115




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##### Table of Contents



ExhibitNumber

Description of Document4
.1

Form of Registrants Common Stock certificate (incorporated
    by reference to Exhibit 4.1 from Brocades
    Registration Statement on
    Form S-1
    (Reg.
    No. 333-74711),
    as amended)4
.2

First Supplemental Indenture dated as of January 29, 2007
    by and among McDATA Corporation, Brocade, and Wells Fargo Bank,
    National Association, as successor in interest to Wells Fargo
    Bank Minnesota, National Association (incorporated by reference
    to Exhibit 4.2 from Brocades
    Form 10-Q
    for the quarter ended April 28, 2007)4
.3

Second Supplemental Indenture dated as of January 29, 2007
    by and among McDATA Corporation, McDATA Services Corporation, a
    Minnesota corporation f/k/a Computer Network Technology
    Corporation, Brocade, and U.S. Bank National Association
    (incorporated by reference to Exhibit 4.2 from
    Brocades
    Form 10-Q
    for the quarter ended April 28, 2007)4
.4

Indenture dated February 7, 2003 by and among McDATA
    Corporation and Wells Fargo Bank Minnesota National Association
    (incorporated by reference to Exhibit 4.2 from
    Brocades
    Form 10-Q
    for the quarter ended April 28, 2007)4
.5

Indenture dated February 20, 2002 by and among Computer
    Network Technology Corporation and U.S. Bank National
    Association (incorporated by reference to Exhibit 4.2 from
    Brocades
    Form 10-Q
    for the quarter ended April 28, 2007)10
.1

Form of Indemnification Agreement entered into between Brocade
    and each of its directors and executive officers (incorporated
    by reference to Exhibit 10.1 from Brocades
    Registration Statement on
    Form S-1
    (Reg.
    No. 333-74711),
    as amended)10
.2

Master Lease Agreement between Spieker Properties and Brocade
    dated December 17, 1999 (incorporated by reference to
    Exhibit 10.25 from Brocades Annual Report on
    Form 10-K
    for the fiscal year ended October 31, 1999, as amended)10
.3

First Amendment to Lease between Spieker Properties and Brocade
    dated February 16, 2000 (incorporated by reference to
    Exhibit 10.22 from Brocades Annual Report on
    Form 10-K
    for the fiscal year ended October 28, 2000)10
.4

Second Amendment to Lease between Spieker Properties and Brocade
    dated August 11, 2000 (incorporated by reference to
    Exhibit 10.23 from Brocades Annual Report on
    Form 10-K
    for the fiscal year ended October 28, 2000)10
.5

Master Lease Agreement between Spieker Properties and Brocade
    dated July 26, 2000 (incorporated by reference to
    Exhibit 10.27 from Brocades Annual Report on
    Form 10-K
    for the fiscal year ended October 28, 2000)10
.6

Purchase Agreement between EMC Corporation and Brocade dated
    January 25, 2000 (EMC Purchase Agreement) (incorporated by
    reference to Exhibit 10.29 from Brocades Annual
    Report on
    Form 10-K
    for the fiscal year ended October 28, 2000)10
.7

Extension Agreement between EMC Corporation and Brocade dated
    December 18, 2000 (incorporated by reference to
    Exhibit 10.23 from Brocades Annual Report on
    Form 10-K
    for the fiscal year ended October 27, 2001)10
.8

Extension Agreement between EMC Corporation and Brocade dated
    November 13, 2002 (incorporated by reference to
    Exhibit 10.24 from Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended January 25, 2003)10
.9

Goods Agreement between International Business Machines
    Corporation and Brocade dated April 15, 1999 (incorporated
    by reference to Exhibit 10.24 from Brocades Annual
    Report on
    Form 10-K
    for the fiscal year ended October 27, 2001)10
.10

Amendment #1 to the Goods Agreement between International
    Business Machines Corporation and Brocade (incorporated by
    reference to Exhibit 10.25 from Brocades Annual
    Report on
    Form 10-K
    for the fiscal year ended October 27, 2001)10
.11

Statement of Work #1 between International Business Machines
    Corporation and Brocade (incorporated by reference to
    Exhibit 10.26 from Brocades Annual Report on
    Form 10-K
    for the fiscal year ended October 27, 2001) 116




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##### Table of Contents



ExhibitNumber

Description of Document10
.12

Amendment #3 to Statement of Work #1 between International
    Business Machines Corporation and Brocade (incorporated by
    reference to Exhibit 10.27 from Brocades Annual
    Report on
    Form 10-K
    for the fiscal year ended October 27, 2001)10
.13

Amendment #4 to Statement of Work #1 between International
    Business Machines Corporation and Brocade (incorporated by
    reference to Exhibit 10.28 from Brocades Annual
    Report on
    Form 10-K
    for the fiscal year ended October 27, 2001)10
.14

Statement of Work #2 between International Business Machines
    Corporation and Brocade (incorporated by reference to
    Exhibit 10.29 from Brocades Annual Report on
    Form 10-K
    for the fiscal year ended October 27, 2001)10
.15

Lease Agreement between MV Golden State San Jose, LLC and
    Brocade dated December 1, 2000 (incorporated by reference
    to Exhibit 10.1 from Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended January 27, 2001)10
.16

Amendment No. 5 to Statement of Work No. 1 between
    International Business Machines Corporation and Brocade
    (incorporated by reference to Exhibit 10.2 from
    Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 27, 2002)10
.17

Amendment No. 6 to Statement of Work No. 1 between
    International Business Machines Corporation and Brocade
    (incorporated by reference to Exhibit 10.3 from
    Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 27, 2002)10
.18

Amendment No. 7 to Statement of Work No. 1 between
    International Business Machines Corporation and Brocade
    (incorporated by reference to Exhibit 10.37 from
    Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended July 27, 2002)10
.19

Amendment No. 8 to Statement of Work No. 1 between
    International Business Machines Corporation and Brocade
    (incorporated by reference to Exhibit 10.36 from
    Brocades
    Form 10-Q
    for the quarter ended January 25, 2003)10
.20

Amendment No. 1 to Statement of Work No. 2 between
    International Business Machines Corporation and Brocade
    (incorporated by reference to Exhibit 10.4 from
    Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 27, 2002)10
.21

Amendment No. 2 to Statement of Work No. 2 between
    International Business Machines Corporation and Brocade
    (incorporated by reference to Exhibit 10.5 from
    Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 27, 2002)10
.22

OEM Purchase Agreement between Brocade and Hewlett-Packard
    Company dated January 28, 2000 (2000 OEM Purchase
    Agreement) (incorporated by reference to Exhibit 10.38 from
    Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended July 27, 2002)10
.23

Amendment to 2000 OEM Purchase Agreement between Brocade and
    Hewlett-Packard Company dated April 20, 2001 (incorporated
    by reference to Exhibit 10.39 from Brocades Quarterly
    Report on
    Form 10-Q
    for the fiscal quarter ended July 27, 2002)10
.24

Letter Amendment to 2000 OEM Purchase Agreement between Brocade
    and Hewlett-Packard Company dated January 25, 2002
    (incorporated by reference to Exhibit 10.40 from
    Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended July 27, 2002)10
.25

OEM Purchase Agreement between Brocade and Hewlett-Packard
    Company dated April 20, 2001 (2001 OEM Purchase Agreement)
    (incorporated by reference to Exhibit 10.41 from
    Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended July 27, 2002)10
.26

Amendment No. 1 to 2001 OEM Purchase Agreement between
    Brocade and Hewlett-Packard Company dated July 1, 2001
    (incorporated by reference to Exhibit 10.42 from
    Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended July 27, 2002)10
.27

Amendment No. 2 to 2001 OEM Purchase Agreement between
    Brocade and Hewlett-Packard Company dated November 6, 2001
    (incorporated by reference to Exhibit 10.43 from
    Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended July 27, 2002)10
.28

Amendment No. 3 to 2001 OEM Purchase Agreement between
    Brocade and Hewlett-Packard Company dated February 1, 2002
    (incorporated by reference to Exhibit 10.44 from
    Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended July 27, 2002) 117




---



##### Table of Contents



ExhibitNumber

Description of Document10
.29

Amendment No. 4 to 2001 OEM Purchase Agreement between
    Brocade and Hewlett-Packard Company dated June 5, 2002
    (incorporated by reference to Exhibit 10.45 from
    Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended July 27, 2002)10
.30

OEM Purchase Agreement between Brocade and Hewlett-Packard
    Company dated December 16, 2002 (incorporated by reference
    to Exhibit 10.48 from Brocades
    Form 10-Q
    for the quarter ended January 25, 2003)10
.31

Manufacturing and Purchase Agreement between Brocade and Hon Hai
    Precision Industry Co., Ltd. dated April 5, 2003 (HHPI
    Manufacturing and Purchase Agreement) (incorporated by reference
    to Exhibit 10.49 from Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 26, 2003)10
.32

Amendment Number One to HHPI Manufacturing and Purchase
    Agreement between Brocade and Hon Hai Precision Industry Co.,
    Ltd. dated April 5, 2003 (incorporated by reference to
    Exhibit 10.50 from Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 26, 2003)10
.33

Manufacturing and Purchase Agreement between Brocade
    Communications Switzerland SarL and Hon Hai Precision Industry
    Co., Ltd. dated May 1, 2003 (incorporated by reference to
    Exhibit 10.51 from Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 26, 2003)10
.34

Manufacturing and Purchase Agreement between Brocade and
    Solectron Corporation dated February 21, 2003 (Solectron
    Manufacturing and Purchase Agreement) (incorporated by reference
    to Exhibit 10.52 from Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 26, 2003)10
.35

Amendment No. 1 to Solectron Manufacturing and Purchase
    Agreement between Brocade and Solectron Corporation dated
    March 21, 2003 (incorporated by reference to
    Exhibit 10.53 from Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 26, 2003)10
.36

Manufacturing and Purchase Agreement between Brocade
    Communications Switzerland SarL and Solectron Corporation dated
    March 21, 2003 (incorporated by reference to
    Exhibit 10.54 from Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 26, 2003)10
.37

Amendment No. 2 to EMC Purchase Agreement between Brocade
    and EMC dated February 18, 2003 (incorporated by reference
    to Exhibit 10.55 from Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 26, 2003)10
.38

Amendment No. 3 to EMC Purchase Agreement between Brocade
    and EMC dated July 30, 2003 (incorporated by reference to
    Exhibit 10.56 from Brocades Annual Report on
    Form 10-K
    for the fiscal year ended October 25, 2003)10
.39

Amendment #10 to Statement of Work #1 between International
    Business Machines Corporation and Brocade (incorporated by
    reference to Exhibit 10.55 from Brocades Report on
    Form 10-Q
    for the fiscal quarter ended January 24, 2004)10
.40

Amendment #11 to Statement of Work #1 between International
    Business Machines Corporation and Brocade (incorporated by
    reference to Exhibit 10.56 from Brocades Report on
    Form 10-Q
    for the fiscal quarter ended January 24, 2004)10
.41

Amendment #14 to Statement of Work #1 between International
    Business Machines Corporation and Brocade (incorporated by
    reference to Exhibit 10.59 from Brocades Report on
    Form 10-Q
    for the fiscal quarter ended January 24, 2004)10
.42

Statement of Work #3 between International Business Machines
    Corporation and Brocade dated December 15, 2003
    (incorporated by reference to Exhibit 10.60 from
    Brocades Report on
    Form 10-Q
    for the fiscal quarter ended January 24, 2004)10
.43

Amendment No. 4 to EMC Purchase Agreement between Brocade
    and EMC dated October 29, 2003 (incorporated by reference
    to Exhibit 10.61 from Brocades Report on
    Form 10-Q
    for the fiscal quarter ended January 24, 2004)10
.44

Third Amendment to Lease between Spieker Properties and Brocade
    Communications Systems, Inc. dated November 30, 2000
    (incorporated by reference to Exhibit 10.62 from
    Brocades Report on
    Form 10-Q
    for the fiscal quarter ended January 24, 2004) 118




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##### Table of Contents



ExhibitNumber

Description of Document10
.45

Fourth Amendment to Lease between Spieker Properties and Brocade
    Communications Systems, Inc. dated November 18, 2003
    (incorporated by reference to Exhibit 10.63 from
    Brocades Report on
    Form 10-Q
    for the fiscal quarter ended January 24, 2004)10
.46

Fifth Amendment to Lease between Spieker Properties and Brocade
    Communications Systems, Inc. dated November 18, 2003
    (incorporated by reference to Exhibit 10.64 from
    Brocades Report on
    Form 10-Q
    for the fiscal quarter ended January 24, 2004)10
.47

Sixth Amendment to Lease between Spieker Properties and Brocade
    Communications Systems, Inc. dated November 18, 2003
    (incorporated by reference to Exhibit 10.65 from
    Brocades Report on
    Form 10-Q
    for the fiscal quarter ended January 24, 2004)10
.48

Real Estate Sale and Lease Termination Agreement between
    EOP-Skyport I, LLC and Brocade effective November 18,
    2003 (incorporated by reference to Exhibit 10.66 from
    Brocades Report on
    Form 10-Q
    for the fiscal quarter ended January 24, 2004)10
.49

Grant Deed from EOP-Skyport I, L.L.C to Brocade
    Communications Systems Skyport LLC dated November 18, 2003
    (incorporated by reference to Exhibit 10.67 from
    Brocades Report on
    Form 10-Q
    for the fiscal quarter ended January 24, 2004)10
.50

Fourth Amendment to the Skyport Plaza Declaration of Common
    Easements, Covenants, Conditions and Restrictions dated
    October 18, 2003 (incorporated by reference to
    Exhibit 10.68 from Brocades Report on
    Form 10-Q
    for the fiscal quarter ended January 24, 2004)10
.51

Guaranty of Brocade Communications Systems, Inc. to EOP
    Skyport I, L.L.C dated November 18, 2003 (incorporated
    by reference to Exhibit 10.69 from Brocades Report on
    Form 10-Q
    for the fiscal quarter ended January 24, 2004)10
.52

Right of First Offer Agreement between EOP-Skyport I, L.L.C
    to Brocade Communications Systems Skyport LLC dated
    November 18, 2003 (incorporated by reference to
    Exhibit 10.70 from Brocades Report on
    Form 10-Q
    for the fiscal quarter ended January 24, 2004)10
.53

Amendment #15 dated March 26, 2004 to Statement of Work #1
    between International Business Machines Corporation and Brocade
    (incorporated by reference to Exhibit 10.71 from
    Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended May 1, 2004)10
.54

Amendment No. 6 dated April 27, 2004 to EMC Purchase
    Agreement between Brocade and EMC (incorporated by reference to
    Exhibit 10.72 from Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended May 1, 2004)10
.55

Amendment No. 5 dated May 4, 2004 to EMC Purchase
    Agreement between Brocade and EMC (incorporated by reference to
    Exhibit 10.73 from Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended July 31, 2004)10
.56

Amendment #1 dated May 12, 2004 to Statement of Work #3
    between International Business Machines Corporation and Brocade
    (incorporated by reference to Exhibit 10.76 from
    Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended July 31, 2004)10
.57

Amendment #18 dated October 5, 2004 to Statement of Work #1
    between International Business Machines Corporation and Brocade
    (incorporated by reference to Exhibit 10.77 from
    Brocades Annual Report on
    Form 10-K
    for the fiscal year ended October 30, 2004)10
.58

Amendment No. 7 dated July 28, 2004 to EMC Purchase
    Agreement between Brocade and EMC (incorporated by reference to
    Exhibit 10.78 from Brocades Annual Report on
    Form 10-K
    for the fiscal year ended October 30, 2004)10
.59

Amendment No. 8 dated November 1, 2004 to EMC Purchase
    Agreement between Brocade and EMC (incorporated by reference to
    Exhibit 10.79 from Brocades Annual Report on
    Form 10-K
    for the fiscal year ended October 30, 2004)10
.60

Amendment #1 dated November 2, 2004 to OEM Purchase
    Agreement between Brocade and
    Hewlett-Packard
    Company dated December 16, 2002 (incorporated by reference
    to Exhibit 10.80 from Brocades Annual Report on
    Form 10-K
    for the fiscal year ended October 30, 2004)10
.61

Amendment #2 dated October 27, 2004 to OEM Purchase
    Agreement between Brocade and
    Hewlett-Packard
    Company dated December 16, 2002 (incorporated by reference
    to Exhibit 10.81 from Brocades Annual Report on
    Form 10-K
    for the fiscal year ended October 30, 2004) 119




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##### Table of Contents



ExhibitNumber

Description of Document10
.62*

Employment Letter for Michael Klayko (incorporated by reference
    to Exhibit 10.85 from Brocades Annual Report on
    Form 10-K
    for the fiscal year ended October 30, 2004)10
.63*

Employment Letter for Don Jaworski (incorporated by reference to
    Exhibit 10.86 from Brocades Annual Report on
    Form 10-K
    for the fiscal year ended October 30, 2004)10
.64

Amendment #19 dated January 28, 2005 to Statement of Work
    #1 between International Business Machines Corporation and
    Brocade (incorporated by reference to Exhibit 10.88 from
    Brocades quarterly report on
    Form 10-Q
    for the quarter ended January 29, 2005)10
.65

Amendment #3 dated November 22, 2004 to OEM Purchase
    Agreement between Brocade and Hewlett-Packard Company dated
    December 16, 2002 (incorporated by reference to
    Exhibit 10.89 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended January 29, 2005)10
.66

Amendment #10 dated March 20, 2005 to EMC Purchase
    Agreement between Brocade and EMC (incorporated by reference to
    Exhibit 10.1 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended April 30, 2005)10
.67

Amendment #11 dated March 25, 2005 to EMC Purchase
    Agreement between Brocade and EMC (incorporated by reference to
    Exhibit 10.2 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended April 30, 2005)10
.68*

Senior Leadership Plan as amended and restated as of
    November 16, 2007 (incorporated by reference to
    Exhibit 10.1 from Brocades current report on
    Form 8-K
    as filed on November 21, 2007)10
.69

Amendment #21 to Statement of Work No. 1 between
    International Business Machines Corporation and Brocade dated
    June 28, 2005 (incorporated by reference to
    Exhibit 10.3 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended July 30, 2005)10
.70

Amendment #13 dated July 12, 2005 to EMC Purchase Agreement
    between Brocade and EMC (incorporated by reference to
    Exhibit 10.4 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended July 30, 2005)10
.71*

Amended and Restated Employee Stock Purchase Plan and related
    forms of agreements (incorporated by reference to
    Exhibit 10.7 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended July 30, 2005)10
.72*

Amended and Restated 1999 Nonstatutory Stock Option Plan and
    related forms of agreements (incorporated by reference to
    Exhibit 10.8 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended July 30, 2005)10
.73*

Employment Letter for Ian Whiting dated May 1, 2005
    (incorporated by reference to Exhibit 10.92 from
    Brocades annual report on
    Form 10-K
    for the fiscal year ended October 29, 2005)10
.74

Amendment #22 to Statement of Work No. 1 between
    International Business Machines Corporation and Brocade dated
    August 12, 2005 (incorporated by reference to
    Exhibit 10.93 from Brocades annual report on
    Form 10-K
    for the fiscal year ended October 29, 2005)10
.75

Amendment #6 to Statement of Work No. 3 between
    International Business Machines Corporation and Brocade dated
    September 13, 2005 (incorporated by reference to
    Exhibit 10.94 from Brocades annual report on
    Form 10-K
    for the fiscal year ended October 29, 2005)10
.76

Statement of Work No. 4 between International Business
    Machines Corporation and Brocade dated August 12, 2005
    (incorporated by reference to Exhibit 10.95 from
    Brocades annual report on
    Form 10-K
    for the fiscal year ended October 29, 2005)10
.77

Amendment #14 dated October 24, 2005 to EMC Purchase
    Agreement between Brocade and EMC dated January 25, 2000
    (incorporated by reference to Exhibit 10.96 from
    Brocades annual report on
    Form 10-K
    for the fiscal year ended October 29, 2005)10
.78

Tolling Agreement dated as of January 1, 2006 between
    Gregory L. Reyes and Brocade, David House, William Krause,
    Nicholas Moore, William OBrien, Christopher Paisley, Larry
    Sonsini, Seth Neiman, Neal Dempsey and Sanjay Vaswani
    (incorporated by reference to Exhibit 10.2 from
    Brocades quarterly report on
    Form 10-Q
    for the quarter ended January 28, 2006)10
.79

Notice of partial termination of Tolling Agreement dated
    September 11, 2006 (incorporated by reference to
    Exhibit 10.80 from Brocades annual report on
    Form 10-K
    for the fiscal year ended October 27, 2007) 120




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##### Table of Contents



ExhibitNumber

Description of Document10
.80

Amendment #23 dated December 15, 2005 to Statement of Work
    No. 1 between International Business Machines Corporation
    and Brocade dated August 12, 2005 (incorporated by
    reference to Exhibit 10.3 from Brocades quarterly
    report on
    Form 10-Q
    for the quarter ended January 28, 2006)10
.81

Amendment #24 dated December 15, 2005 to Statement of Work
    No. 1 between International Business Machines Corporation
    and Brocade dated August 12, 2005 (incorporated by
    reference to Exhibit 10.4 from Brocades quarterly
    report on
    Form 10-Q
    for the quarter ended January 28, 2006)10
.82

Amendment #4 dated January 20, 2006 to the OEM Purchase
    Agreement between Brocade and Hewlett-Packard Company dated
    December 16, 2002 (incorporated by reference to
    Exhibit 10.1 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended April 29, 2006)10
.83

Amendment No. 12 to the OEM Purchase Agreement dated
    January 25, 2000 (effective as of January 31,
    2006) by and among Brocade, Brocade Communications
    Switzerland SarL, and EMC Corporation (incorporated by
    references to Exhibit 10.2 from Brocades quarterly
    report on
    Form 10-Q
    for the quarter ended April 29, 2006)10
.84

Amendment #25 effective April 14, 2006 to Statement of Work
    No. 1 between International Business Machines Corporation
    and Brocade dated August 12, 2005 (incorporated by
    reference to Exhibit 10.3 from Brocades quarterly
    report on
    Form 10-Q
    for the quarter ended April 29, 2006)10
.85

Amendment #4 dated March 30, 2006 to the Goods Agreement
    between International Business Machines Corporation and Brocade
    (incorporated by reference to Exhibit 10.4 from
    Brocades quarterly report on
    Form 10-Q
    for the quarter ended April 29, 2006)10
.86

Amendment #1 to Statement of Work No. 4 between
    International Business Machines Corporation and Brocade
    effective May 31, 2006 (incorporated by reference to
    Exhibit 10.1 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended July 29, 2006)10
.87

Amendment #7 to Statement of Work No. 3 between
    International Business Machines Corporation and Brocade dated
    July 19, 2006 (incorporated by reference to
    Exhibit 10.2 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended July 29, 2006)10
.88

Amendment #26 dated September 19, 2006 to Statement of Work
    No. 1 between International Business Machines Corporation
    and Brocade dated August 12, 2005 (incorporated by
    reference to Exhibit 10.103 from Brocades annual
    report on
    Form 10-K
    for the fiscal year ended October 28, 2006)10
.89

Amendment #27 dated October 3, 2006 to Statement of Work
    No. 1 between International Business Machines Corporation
    and Brocade dated August 12, 2005 (incorporated by
    reference to Exhibit 10.104 from Brocades annual
    report on
    Form 10-K
    for the fiscal year ended October 28, 2006)10
.90

Amendment #6 effective as of August 4, 2006 to OEM Purchase
    Agreement between Brocade and Hewlett-Packard Company dated
    December 16, 2002 (incorporated by reference to
    Exhibit 10.105 from Brocades annual report on
    Form 10-K
    for the fiscal year ended October 28, 2006)10
.91

Amendment #7 dated August 4, 2006 to OEM Purchase Agreement
    between Brocade and
    Hewlett-Packard
    Company dated December 16, 2002 (incorporated by reference
    to Exhibit 10.106 from Brocades annual report on
    Form 10-K
    for the fiscal year ended October 28, 2006)10
.92

Amendment #28 dated January 2, 2007 to Statement of Work
    No. 1 between International Business Machines Corporation
    and Brocade dated August 12, 2005 (incorporated by
    reference to Exhibit 10.2 from Brocades quarterly
    report on
    Form 10-Q
    for the quarter ended January 27, 2007)10
.93

Guaranty by Brocade dated January 29, 2007 related to the
    Indenture dated February 7, 2003 (incorporated by reference
    to Exhibit 10.1 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended April 28, 2007)10
.94

Guaranty by Brocade dated January 29, 2007 related to the
    Indenture dated February 20, 2002 (incorporated by
    reference to Exhibit 10.2 from Brocades quarterly
    report on
    Form 10-Q
    for the quarter ended April 28, 2007)10
.95

Statement of Work #5 dated April 2, 2007 between
    International Business Machines Corporation and Brocade
    (incorporated by reference to Exhibit 10.5 from
    Brocades quarterly report on
    Form 10-Q
    for the quarter ended April 28, 2007) 121




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##### Table of Contents



ExhibitNumber

Description of Document10
.96

Amendment #29 dated March 19, 2007 to Statement of Work #1
    between International Business Machines Corporation and Brocade
    (incorporated by reference to Exhibit 10.6 from
    Brocades quarterly report on
    Form 10-Q
    for the quarter ended April 28, 2007)10
.97

Amendment #19 dated April 26, 2007 to Purchase Agreement
    between EMC and Brocade (incorporated by reference to
    Exhibit 10.7 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended April 28, 2007)10
.98*

Amended and Restated Change of Control Retention Agreement
    between Brocade and Michael Klayko effective May 11, 2007
    (incorporated by reference to Exhibit 10.1 from
    Brocades quarterly report on
    Form 10-Q
    for the quarter ended July 28, 2007)10
.99*

Form of Amended and Restated Change of Control Retention
    Agreement effective May 11, 2007 between Brocade and each
    of Richard Deranleau, T.J. Grewal, Don Jaworski, Luc Moyen,
    Tyler Wall and Ian Whiting (incorporated by reference to
    Exhibit 10.2 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended July 28, 2007)10
.100

Statement of Work #6 dated May 6, 2007 between
    International Business Machines Corporation and Brocade
    (incorporated by reference to Exhibit 10.5 from
    Brocades quarterly report on
    Form 10-Q
    for the quarter ended July 28, 2007)10
.101

Amendment #5, dated April 20, 2007 to OEM Purchase
    Agreement between Hewlett-Packard Company and Brocade
    (incorporated by reference to Exhibit 10.116 from
    Brocades annual report on
    Form 10-K
    for the fiscal year ended October 27, 2007)10
.102

Amendment #8, dated September 6, 2007 to OEM Purchase
    Agreement between Hewlett-Packard Company and Brocade
    (incorporated by reference to Exhibit 10.117 from
    Brocades annual report on
    Form 10-K
    for the fiscal year ended October 27, 2007)10
.103

Statement of Work #7, dated October 1, 2007 to Goods
    Agreement between International Business Machines and Brocade
    (incorporated by reference to Exhibit 10.118 from
    Brocades annual report on
    Form 10-K
    for the fiscal year ended October 27, 2007)10
.104

Amendment Number 1 dated November 1, 2007 to SOW #6 of the
    Goods Agreement between International Business Machines
    Corporation and Brocade (incorporated by reference to
    Exhibit 10.1 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended January 26, 2008)10
.105

Ninth Amendment, dated November 5, 2007 to OEM Purchase
    Agreement dated December 16, 2002 between Hewlett-Packard
    Company and Brocade (incorporated by reference to
    Exhibit 10.2 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended January 26, 2008)10
.106

Amendment #10 dated November 21, 2007 to Statement of Work
    to Goods Agreement between International Business Machines
    Corporation and Brocade (incorporated by reference to
    Exhibit 10.3 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended January 26, 2008)10
.107

Tenth Amendment, dated December 21, 2007 to OEM Purchase
    Agreement dated December 16, 2002 between Hewlett-Packard
    Company and Brocade (incorporated by reference to
    Exhibit 10.4 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended January 26, 2008)10
.108

Amendment Number 31 dated December 30, 2007 to Statement of
    Work #1 to Goods Agreement between International Business
    Machines Corporation and Brocade (incorporated by reference to
    Exhibit 10.5 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended January 26, 2008)10
.109

Amendment Number 32 dated January 22, 2008 to Statement of
    Work #1 to Goods Agreement between International Business
    Machines Corporation and Brocade (incorporated by reference to
    Exhibit 10.6 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended January 26, 2008)10
.110*

1999 Director Plan as amended and restated April 10,
    2008 and related forms of agreements, as amended (incorporated
    by reference to Exhibit 10.1 from Brocades quarterly
    report on
    Form 10-Q
    for the quarter ended April 26, 2008)10
.111*

1999 Stock Plan as amended and restated November 27, 2006
    and related forms of agreements, as amended (incorporated by
    reference to Exhibit 10.2 from Brocades quarterly
    report on
    Form 10-Q
    for the quarter ended April 26, 2008) 122




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##### Table of Contents



ExhibitNumber

Description of Document10
.112

OEM Purchase Agreement dated May 20, 2008 between EMC
    Corporation and Brocade (incorporated by reference to
    Exhibit 10.1 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended July 26, 2008)10
.113

Amendment Number 11 dated April 28, 2008 to OEM Purchase
    Agreement between Hewlett-Packard Company and Brocade
    (incorporated by reference to Exhibit 10.2 from
    Brocades quarterly report on
    Form 10-Q
    for the quarter ended July 26, 2008)10
.114

Amendment Number 2 to Statement of Work #6, dated May 12,
    2008 to OEM Purchase Agreement between IBM and Brocade
    (incorporated by reference to Exhibit 10.3 from
    Brocades quarterly report on
    Form 10-Q
    for the quarter ended July 26, 2008)10
.115

Amendment Number 33 to Statement of Work #1, dated
    April 24, 2008 to OEM Purchase Agreement between IBM and
    Brocade (incorporated by reference to Exhibit 10.4 from
    Brocades quarterly report on
    Form 10-Q
    for the quarter ended July 26, 2008)10
.116

Purchase and Sale Agreement and Escrow Instruction dated
    April 24, 2008 between MFP/Hunter@First Office Partners,
    LLC and Brocade (incorporated by reference to Exhibit 10.5
    from Brocades quarterly report on
    Form 10-Q
    for the quarter ended July 26, 2008)10
.117

Development Services Agreement dated May 22, 2008 between
    MFP/Hunter@First Development Partners, LLC and Brocade
    (incorporated by reference to Exhibit 10.6 from
    Brocades quarterly report on
    Form 10-Q
    for the quarter ended July 26, 2008)10
.118

Voting Agreement dated as of July 21, 2008, between Bobby
    R. Johnson, Jr. and Brocade Communications Systems, Inc.
    (incorporated by reference to Exhibit 10.1 from
    Brocades
    Form 8-K
    filed on July 24, 2008)10
.119

Commitment letter dated as of July 21, 2008 with Bank of
    America, N.A., Banc of America Bridge LLC and Morgan Stanley
    Senior Funding, Inc. (incorporated by reference to
    Exhibit 99.1 from Brocades
    Form 8-K
    filed on August 14, 2008)10
.120**

Stock Purchase Plan and Agreement dated as of August 13,
    2008 between Morgan Stanley & Co. Incorporated and
    Brocade Communications Systems, Inc.10
.121

Credit Agreement, dated as of October 7, 2008, among the
    lenders party thereto, Bank of America, N.A., as administrative
    agent, swing line lender and letter of credit issuer, Morgan
    Stanley Senior Funding, Inc., as syndication agent, Banc of
    America Securities LLC and Morgan Stanley Senior Funding, Inc.,
    as joint lead arrangers and joint bookrunners, HSBC Bank USA
    National Association and Keybank National Association, as
    co-documentation agents and Brocade Communications Systems, Inc.
    (incorporated by reference to Exhibit 10.1 from
    Brocades
    Form 8-K
    filed on October 14, 2008)10
.122**/

Amendment Number 34 dated June 23, 2008 to Statement of
    Work #1 to Goods Agreement between International Business
    Machines Corporation and Brocade Communications Systems, Inc.10
.123**/

Amendment Number 35 dated September 8, 2008 to Statement of
    Work #1 to Goods Agreement between International Business
    Machines Corporation and Brocade Communications Systems, Inc.10
.124**/

Amendment Number 12 dated August 21, 2008 to Statement of
    Work #3 to Goods Agreement between International Business
    Machines Corporation and Brocade Communications Systems, Inc.10
.125**/

Amendment Number 1 dated July 10, 2008 to Statement of Work
    #7 to Goods Agreement between International Business Machines
    Corporation and Brocade Communications Systems, Inc.12
.1**

Statement of Computation of Ratio of Earnings to Fixed Charges21
.1**

Subsidiaries of the Registrant23
.1**

Consent of Independent Registered Public Accounting Firm24
.1**

Power of attorney (see signature page)31
.1**

Rule 13a-14(a)/15d-14(a)
    Certification by the Chief Executive Officer31
.2**

Rule 13a-14(a)/15d-14(a)
    Certification by the Chief Financial Officer32
.1**

Certification by the Chief Executive Officer and Chief Financial
    Officer pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  123




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##### Table of Contents



*
    
    Indicates management contract or compensatory plan or
    arrangement required to be filed as an exhibit pursuant to
    Item 15(b) of
    Form 10-K.**
    
    Filed herewith.
    
    Confidential treatment granted as to certain portions, which
    portions were omitted and filed separately with the Securities
    and Exchange Commission.
    
    Confidential treatment requested as to certain portions, which
    portions were omitted and filed separately with the Securities
    and Exchange Commission.  Exhibits
  Form 10-K.
  Financial Statement Schedules
 124




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##### Table of Contents



SCHEDULE II
  VALUATION
    AND QUALIFYING ACCOUNTS
  Fiscal
    Years Ended October 25, 2008, October 27, 2007 and
    October 28, 2006
  Balance at


Additions





Balance atBeginning of


Charged to





End ofDescription

Period


Revenues


Deductions*


Period(In thousands)Allowance for doubtful accounts:2008

$
2,430


$
361


$
(2,116
)

$
6752007

$
694


$
2,656


$
(920
)

$
2,4302006

$
467


$
427


$
(200
)

$
694Sales allowances:2008

$
4,075


$
6,253


$
(5,959
)

$
4,3692007

$
4,148


$
2,745


$
(2,818
)

$
4,0752006

$
4,475


$
3,099


$
(3,426
)

$
4,148     *
    
    Deductions related to the allowance for doubtful accounts and
    sales allowances represent amounts written off against the
    allowance less recoveries. 125




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##### Table of Contents



SIGNATURES      By:
    /s/  Michael
    Klayko       POWER OF
    ATTORNEY
  Form 10-K
    Signature

Title

Date/s/  Michael
    KlaykoMichael
    Klayko

Chief Executive Officer
    (Principal Executive Officer and Director)

December 12, 2008/s/  Richard
    DeranleauRichard
    Deranleau

Chief Financial Officer and Vice President, Finance
    (Principal Financial and Accounting Officer)

December 12, 2008/s/  David
    L. HouseDavid
    L. House

Chairman of the Board of Directors

December 12, 2008/s/  L.
    William KrauseL.
    William Krause

Director

December 12, 2008/s/  Glenn
    JonesGlenn
    Jones

Director

December 12, 2008/s/  Sanjay
    VaswaniSanjay
    Vaswani

Director

December 12, 2008/s/  Renato
    DiPentimaRenato
    DiPentima

Director

December 12, 2008/s/  John
    GerdelmanJohn
    Gerdelman

Director

December 12, 2008  126




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##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber

Description of Document2
.1

Agreement and Plan of Reorganization by and among Brocade,
    McDATA Corporation and certain other parties dated
    August 7, 2006 (incorporated by reference to
    Exhibit 2.1 from Brocades
    Form 8-K
    filed on August 8, 2006)2
.2

Agreement and Plan of Merger dated as of July 21, 2008
    among Brocade Communications Systems, Inc., Falcon Acquisition
    Sub, Inc. and Foundry Networks, Inc. (incorporated by reference
    to Exhibit 2.1 from Brocades
    Form 8-K
    filed on July 24, 2008)2
.3

Amendment No. 1 to Agreement and Plan of Merger dated as of
    November 7, 2008 among Brocade Communications Systems,
    Inc., Falcon Acquisition Sub, Inc. and Foundry Networks, Inc.
    (incorporated by reference to Exhibit 2.2 from
    Brocades
    Form 8-K
    filed on November 12, 2008)3
.1

Amended and Restated Certificate of Incorporation (incorporated
    by reference to Exhibit 3.1 from Brocades quarterly
    report on
    Form 10-Q
    for the quarter ended July 28, 2007)3
.2

Amended and Restated Bylaws of the Registrant amended as of
    February 22, 2008 (incorporated by reference to
    Exhibit 3.1 from Brocades
    Form 8-K
    filed on February 22, 2008)3
.3

Certificate of Designation of Rights, Preferences and Privileges
    of Series A Participating Preferred Stock of Brocade
    Communications Systems, Inc. (incorporated by reference to
    Exhibit 4.1 from Brocades Registration Statement on
    Form 8-A
    filed on February 11, 2002)3
.4

Certificate of Elimination of Series A Participating
    Preferred Stock of Brocade (incorporated by reference to
    Exhibit 3.1 from Brocades
    Form 8-K
    filed on February 16, 2007)4
.1

Form of Registrants Common Stock certificate (incorporated
    by reference to Exhibit 4.1 from Brocades
    Registration Statement on
    Form S-1
    (Reg.
    No. 333-74711),
    as amended)4
.2

First Supplemental Indenture dated as of January 29, 2007
    by and among McDATA Corporation, Brocade, and Wells Fargo Bank,
    National Association, as successor in interest to Wells Fargo
    Bank Minnesota, National Association (incorporated by reference
    to Exhibit 4.2 from Brocades
    Form 10-Q
    for the quarter ended April 28, 2007)4
.3

Second Supplemental Indenture dated as of January 29, 2007
    by and among McDATA Corporation, McDATA Services Corporation, a
    Minnesota corporation f/k/a Computer Network Technology
    Corporation, Brocade, and U.S. Bank National Association
    (incorporated by reference to Exhibit 4.2 from
    Brocades
    Form 10-Q
    for the quarter ended April 28, 2007)4
.4

Indenture dated February 7, 2003 by and among McDATA
    Corporation and Wells Fargo Bank Minnesota National Association
    (incorporated by reference to Exhibit 4.2 from
    Brocades
    Form 10-Q
    for the quarter ended April 28, 2007)4
.5

Indenture dated February 20, 2002 by and among Computer
    Network Technology Corporation and U.S. Bank National
    Association (incorporated by reference to Exhibit 4.2 from
    Brocades
    Form 10-Q
    for the quarter ended April 28, 2007)10
.1

Form of Indemnification Agreement entered into between Brocade
    and each of its directors and executive officers (incorporated
    by reference to Exhibit 10.1 from Brocades
    Registration Statement on
    Form S-1
    (Reg.
    No. 333-74711),
    as amended)10
.2

Master Lease Agreement between Spieker Properties and Brocade
    dated December 17, 1999 (incorporated by reference to
    Exhibit 10.25 from Brocades Annual Report on
    Form 10-K
    for the fiscal year ended October 31, 1999, as amended)10
.3

First Amendment to Lease between Spieker Properties and Brocade
    dated February 16, 2000 (incorporated by reference to
    Exhibit 10.22 from Brocades Annual Report on
    Form 10-K
    for the fiscal year ended October 28, 2000)10
.4

Second Amendment to Lease between Spieker Properties and Brocade
    dated August 11, 2000 (incorporated by reference to
    Exhibit 10.23 from Brocades Annual Report on
    Form 10-K
    for the fiscal year ended October 28, 2000)10
.5

Master Lease Agreement between Spieker Properties and Brocade
    dated July 26, 2000 (incorporated by reference to
    Exhibit 10.27 from Brocades Annual Report on
    Form 10-K
    for the fiscal year ended October 28, 2000) 127




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##### Table of Contents



ExhibitNumber

Description of Document10
.6

Purchase Agreement between EMC Corporation and Brocade dated
    January 25, 2000 (EMC Purchase Agreement) (incorporated by
    reference to Exhibit 10.29 from Brocades Annual
    Report on
    Form 10-K
    for the fiscal year ended October 28, 2000)10
.7

Extension Agreement between EMC Corporation and Brocade dated
    December 18, 2000 (incorporated by reference to
    Exhibit 10.23 from Brocades Annual Report on
    Form 10-K
    for the fiscal year ended October 27, 2001)10
.8

Extension Agreement between EMC Corporation and Brocade dated
    November 13, 2002 (incorporated by reference to
    Exhibit 10.24 from Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended January 25, 2003)10
.9

Goods Agreement between International Business Machines
    Corporation and Brocade dated April 15, 1999 (incorporated
    by reference to Exhibit 10.24 from Brocades Annual
    Report on
    Form 10-K
    for the fiscal year ended October 27, 2001)10
.10

Amendment #1 to the Goods Agreement between International
    Business Machines Corporation and Brocade (incorporated by
    reference to Exhibit 10.25 from Brocades Annual
    Report on
    Form 10-K
    for the fiscal year ended October 27, 2001)10
.11

Statement of Work #1 between International Business Machines
    Corporation and Brocade (incorporated by reference to
    Exhibit 10.26 from Brocades Annual Report on
    Form 10-K
    for the fiscal year ended October 27, 2001)10
.12

Amendment #3 to Statement of Work #1 between International
    Business Machines Corporation and Brocade (incorporated by
    reference to Exhibit 10.27 from Brocades Annual
    Report on
    Form 10-K
    for the fiscal year ended October 27, 2001)10
.13

Amendment #4 to Statement of Work #1 between International
    Business Machines Corporation and Brocade (incorporated by
    reference to Exhibit 10.28 from Brocades Annual
    Report on
    Form 10-K
    for the fiscal year ended October 27, 2001)10
.14

Statement of Work #2 between International Business Machines
    Corporation and Brocade (incorporated by reference to
    Exhibit 10.29 from Brocades Annual Report on
    Form 10-K
    for the fiscal year ended October 27, 2001)10
.15

Lease Agreement between MV Golden State San Jose, LLC and
    Brocade dated December 1, 2000 (incorporated by reference
    to Exhibit 10.1 from Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended January 27, 2001)10
.16

Amendment No. 5 to Statement of Work No. 1 between
    International Business Machines Corporation and Brocade
    (incorporated by reference to Exhibit 10.2 from
    Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 27, 2002)10
.17

Amendment No. 6 to Statement of Work No. 1 between
    International Business Machines Corporation and Brocade
    (incorporated by reference to Exhibit 10.3 from
    Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 27, 2002)10
.18

Amendment No. 7 to Statement of Work No. 1 between
    International Business Machines Corporation and Brocade
    (incorporated by reference to Exhibit 10.37 from
    Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended July 27, 2002)10
.19

Amendment No. 8 to Statement of Work No. 1 between
    International Business Machines Corporation and Brocade
    (incorporated by reference to Exhibit 10.36 from
    Brocades
    Form 10-Q
    for the quarter ended January 25, 2003)10
.20

Amendment No. 1 to Statement of Work No. 2 between
    International Business Machines Corporation and Brocade
    (incorporated by reference to Exhibit 10.4 from
    Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 27, 2002)10
.21

Amendment No. 2 to Statement of Work No. 2 between
    International Business Machines Corporation and Brocade
    (incorporated by reference to Exhibit 10.5 from
    Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 27, 2002)10
.22

OEM Purchase Agreement between Brocade and Hewlett-Packard
    Company dated January 28, 2000 (2000 OEM Purchase
    Agreement) (incorporated by reference to Exhibit 10.38 from
    Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended July 27, 2002) 128




---



##### Table of Contents



ExhibitNumber

Description of Document10
.23

Amendment to 2000 OEM Purchase Agreement between Brocade and
    Hewlett-Packard Company dated April 20, 2001 (incorporated
    by reference to Exhibit 10.39 from Brocades Quarterly
    Report on
    Form 10-Q
    for the fiscal quarter ended July 27, 2002)10
.24

Letter Amendment to 2000 OEM Purchase Agreement between Brocade
    and Hewlett-Packard Company dated January 25, 2002
    (incorporated by reference to Exhibit 10.40 from
    Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended July 27, 2002)10
.25

OEM Purchase Agreement between Brocade and Hewlett-Packard
    Company dated April 20, 2001 (2001 OEM Purchase Agreement)
    (incorporated by reference to Exhibit 10.41 from
    Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended July 27, 2002)10
.26

Amendment No. 1 to 2001 OEM Purchase Agreement between
    Brocade and Hewlett-Packard Company dated July 1, 2001
    (incorporated by reference to Exhibit 10.42 from
    Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended July 27, 2002)10
.27

Amendment No. 2 to 2001 OEM Purchase Agreement between
    Brocade and Hewlett-Packard Company dated November 6, 2001
    (incorporated by reference to Exhibit 10.43 from
    Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended July 27, 2002)10
.28

Amendment No. 3 to 2001 OEM Purchase Agreement between
    Brocade and Hewlett-Packard Company dated February 1, 2002
    (incorporated by reference to Exhibit 10.44 from
    Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended July 27, 2002)10
.29

Amendment No. 4 to 2001 OEM Purchase Agreement between
    Brocade and Hewlett-Packard Company dated June 5, 2002
    (incorporated by reference to Exhibit 10.45 from
    Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended July 27, 2002)10
.30

OEM Purchase Agreement between Brocade and Hewlett-Packard
    Company dated December 16, 2002 (incorporated by reference
    to Exhibit 10.48 from Brocades
    Form 10-Q
    for the quarter ended January 25, 2003)10
.31

Manufacturing and Purchase Agreement between Brocade and Hon Hai
    Precision Industry Co., Ltd. dated April 5, 2003 (HHPI
    Manufacturing and Purchase Agreement) (incorporated by reference
    to Exhibit 10.49 from Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 26, 2003)10
.32

Amendment Number One to HHPI Manufacturing and Purchase
    Agreement between Brocade and Hon Hai Precision Industry Co.,
    Ltd. dated April 5, 2003 (incorporated by reference to
    Exhibit 10.50 from Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 26, 2003)10
.33

Manufacturing and Purchase Agreement between Brocade
    Communications Switzerland SarL and Hon Hai Precision Industry
    Co., Ltd. dated May 1, 2003 (incorporated by reference to
    Exhibit 10.51 from Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 26, 2003)10
.34

Manufacturing and Purchase Agreement between Brocade and
    Solectron Corporation dated February 21, 2003 (Solectron
    Manufacturing and Purchase Agreement) (incorporated by reference
    to Exhibit 10.52 from Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 26, 2003)10
.35

Amendment No. 1 to Solectron Manufacturing and Purchase
    Agreement between Brocade and Solectron Corporation dated
    March 21, 2003 (incorporated by reference to
    Exhibit 10.53 from Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 26, 2003)10
.36

Manufacturing and Purchase Agreement between Brocade
    Communications Switzerland SarL and Solectron Corporation dated
    March 21, 2003 (incorporated by reference to
    Exhibit 10.54 from Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 26, 2003)10
.37

Amendment No. 2 to EMC Purchase Agreement between Brocade
    and EMC dated February 18, 2003 (incorporated by reference
    to Exhibit 10.55 from Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 26, 2003)10
.38

Amendment No. 3 to EMC Purchase Agreement between Brocade
    and EMC dated July 30, 2003 (incorporated by reference to
    Exhibit 10.56 from Brocades Annual Report on
    Form 10-K
    for the fiscal year ended October 25, 2003) 129




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##### Table of Contents



ExhibitNumber

Description of Document10
.39

Amendment #10 to Statement of Work #1 between International
    Business Machines Corporation and Brocade (incorporated by
    reference to Exhibit 10.55 from Brocades Report on
    Form 10-Q
    for the fiscal quarter ended January 24, 2004)10
.40

Amendment #11 to Statement of Work #1 between International
    Business Machines Corporation and Brocade (incorporated by
    reference to Exhibit 10.56 from Brocades Report on
    Form 10-Q
    for the fiscal quarter ended January 24, 2004)10
.41

Amendment #14 to Statement of Work #1 between International
    Business Machines Corporation and Brocade (incorporated by
    reference to Exhibit 10.59 from Brocades Report on
    Form 10-Q
    for the fiscal quarter ended January 24, 2004)10
.42

Statement of Work #3 between International Business Machines
    Corporation and Brocade dated December 15, 2003
    (incorporated by reference to Exhibit 10.60 from
    Brocades Report on
    Form 10-Q
    for the fiscal quarter ended January 24, 2004)10
.43

Amendment No. 4 to EMC Purchase Agreement between Brocade
    and EMC dated October 29, 2003 (incorporated by reference
    to Exhibit 10.61 from Brocades Report on
    Form 10-Q
    for the fiscal quarter ended January 24, 2004)10
.44

Third Amendment to Lease between Spieker Properties and Brocade
    Communications Systems, Inc. dated November 30, 2000
    (incorporated by reference to Exhibit 10.62 from
    Brocades Report on
    Form 10-Q
    for the fiscal quarter ended January 24, 2004)10
.45

Fourth Amendment to Lease between Spieker Properties and Brocade
    Communications Systems, Inc. dated November 18, 2003
    (incorporated by reference to Exhibit 10.63 from
    Brocades Report on
    Form 10-Q
    for the fiscal quarter ended January 24, 2004)10
.46

Fifth Amendment to Lease between Spieker Properties and Brocade
    Communications Systems, Inc. dated November 18, 2003
    (incorporated by reference to Exhibit 10.64 from
    Brocades Report on
    Form 10-Q
    for the fiscal quarter ended January 24, 2004)10
.47

Sixth Amendment to Lease between Spieker Properties and Brocade
    Communications Systems, Inc. dated November 18, 2003
    (incorporated by reference to Exhibit 10.65 from
    Brocades Report on
    Form 10-Q
    for the fiscal quarter ended January 24, 2004)10
.48

Real Estate Sale and Lease Termination Agreement between
    EOP-Skyport I, LLC and Brocade effective November 18,
    2003 (incorporated by reference to Exhibit 10.66 from
    Brocades Report on
    Form 10-Q
    for the fiscal quarter ended January 24, 2004)10
.49

Grant Deed from EOP-Skyport I, L.L.C to Brocade
    Communications Systems Skyport LLC dated November 18, 2003
    (incorporated by reference to Exhibit 10.67 from
    Brocades Report on
    Form 10-Q
    for the fiscal quarter ended January 24, 2004)10
.50

Fourth Amendment to the Skyport Plaza Declaration of Common
    Easements, Covenants, Conditions and Restrictions dated
    October 18, 2003 (incorporated by reference to
    Exhibit 10.68 from Brocades Report on
    Form 10-Q
    for the fiscal quarter ended January 24, 2004)10
.51

Guaranty of Brocade Communications Systems, Inc. to EOP
    Skyport I, L.L.C dated November 18, 2003 (incorporated
    by reference to Exhibit 10.69 from Brocades Report on
    Form 10-Q
    for the fiscal quarter ended January 24, 2004)10
.52

Right of First Offer Agreement between EOP-Skyport I, L.L.C
    to Brocade Communications Systems Skyport LLC dated
    November 18, 2003 (incorporated by reference to
    Exhibit 10.70 from Brocades Report on
    Form 10-Q
    for the fiscal quarter ended January 24, 2004)10
.53

Amendment #15 dated March 26, 2004 to Statement of Work #1
    between International Business Machines Corporation and Brocade
    (incorporated by reference to Exhibit 10.71 from
    Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended May 1, 2004)10
.54

Amendment No. 6 dated April 27, 2004 to EMC Purchase
    Agreement between Brocade and EMC (incorporated by reference to
    Exhibit 10.72 from Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended May 1, 2004)10
.55

Amendment No. 5 dated May 4, 2004 to EMC Purchase
    Agreement between Brocade and EMC (incorporated by reference to
    Exhibit 10.73 from Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended July 31, 2004) 130




---



##### Table of Contents



ExhibitNumber

Description of Document10
.56

Amendment #1 dated May 12, 2004 to Statement of Work #3
    between International Business Machines Corporation and Brocade
    (incorporated by reference to Exhibit 10.76 from
    Brocades Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended July 31, 2004)10
.57

Amendment #18 dated October 5, 2004 to Statement of Work #1
    between International Business Machines Corporation and Brocade
    (incorporated by reference to Exhibit 10.77 from
    Brocades Annual Report on
    Form 10-K
    for the fiscal year ended October 30, 2004)10
.58

Amendment No. 7 dated July 28, 2004 to EMC Purchase
    Agreement between Brocade and EMC (incorporated by reference to
    Exhibit 10.78 from Brocades Annual Report on
    Form 10-K
    for the fiscal year ended October 30, 2004)10
.59

Amendment No. 8 dated November 1, 2004 to EMC Purchase
    Agreement between Brocade and EMC (incorporated by reference to
    Exhibit 10.79 from Brocades Annual Report on
    Form 10-K
    for the fiscal year ended October 30, 2004)10
.60

Amendment #1 dated November 2, 2004 to OEM Purchase
    Agreement between Brocade and Hewlett-Packard Company dated
    December 16, 2002 (incorporated by reference to
    Exhibit 10.80 from Brocades Annual Report on
    Form 10-K
    for the fiscal year ended October 30, 2004)10
.61

Amendment #2 dated October 27, 2004 to OEM Purchase
    Agreement between Brocade and
    Hewlett-Packard
    Company dated December 16, 2002 (incorporated by reference
    to Exhibit 10.81 from Brocades Annual Report on
    Form 10-K
    for the fiscal year ended October 30, 2004)10
.62*

Employment Letter for Michael Klayko (incorporated by reference
    to Exhibit 10.85 from Brocades Annual Report on
    Form 10-K
    for the fiscal year ended October 30, 2004)10
.63*

Employment Letter for Don Jaworski (incorporated by reference to
    Exhibit 10.86 from Brocades Annual Report on
    Form 10-K
    for the fiscal year ended October 30, 2004)10
.64

Amendment #19 dated January 28, 2005 to Statement of Work
    #1 between International Business Machines Corporation and
    Brocade (incorporated by reference to Exhibit 10.88 from
    Brocades quarterly report on
    Form 10-Q
    for the quarter ended January 29, 2005)10
.65

Amendment #3 dated November 22, 2004 to OEM Purchase
    Agreement between Brocade and Hewlett-Packard Company dated
    December 16, 2002 (incorporated by reference to
    Exhibit 10.89 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended January 29, 2005)10
.66

Amendment #10 dated March 20, 2005 to EMC Purchase
    Agreement between Brocade and EMC (incorporated by reference to
    Exhibit 10.1 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended April 30, 2005)10
.67

Amendment #11 dated March 25, 2005 to EMC Purchase
    Agreement between Brocade and EMC (incorporated by reference to
    Exhibit 10.2 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended April 30, 2005)10
.68*

Senior Leadership Plan as amended and restated as of
    November 16, 2007 (incorporated by reference to
    Exhibit 10.1 from Brocades current report on
    Form 8-K
    as filed on November 21, 2007)10
.69

Amendment #21 to Statement of Work No. 1 between
    International Business Machines Corporation and Brocade dated
    June 28, 2005 (incorporated by reference to
    Exhibit 10.3 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended July 30, 2005)10
.70

Amendment #13 dated July 12, 2005 to EMC Purchase Agreement
    between Brocade and EMC (incorporated by reference to
    Exhibit 10.4 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended July 30, 2005)10
.71*

Amended and Restated Employee Stock Purchase Plan and related
    forms of agreements (incorporated by reference to
    Exhibit 10.7 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended July 30, 2005)10
.72*

Amended and Restated 1999 Nonstatutory Stock Option Plan and
    related forms of agreements (incorporated by reference to
    Exhibit 10.8 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended July 30, 2005)10
.73*

Employment Letter for Ian Whiting dated May 1, 2005
    (incorporated by reference to Exhibit 10.92 from
    Brocades annual report on
    Form 10-K
    for the fiscal year ended October 29, 2005) 131




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##### Table of Contents



ExhibitNumber

Description of Document10
.74

Amendment #22 to Statement of Work No. 1 between
    International Business Machines Corporation and Brocade dated
    August 12, 2005 (incorporated by reference to
    Exhibit 10.93 from Brocades annual report on
    Form 10-K
    for the fiscal year ended October 29, 2005)10
.75

Amendment #6 to Statement of Work No. 3 between
    International Business Machines Corporation and Brocade dated
    September 13, 2005 (incorporated by reference to
    Exhibit 10.94 from Brocades annual report on
    Form 10-K
    for the fiscal year ended October 29, 2005)10
.76

Statement of Work No. 4 between International Business
    Machines Corporation and Brocade dated August 12, 2005
    (incorporated by reference to Exhibit 10.95 from
    Brocades annual report on
    Form 10-K
    for the fiscal year ended October 29, 2005)10
.77

Amendment #14 dated October 24, 2005 to EMC Purchase
    Agreement between Brocade and EMC dated January 25, 2000
    (incorporated by reference to Exhibit 10.96 from
    Brocades annual report on
    Form 10-K
    for the fiscal year ended October 29, 2005)10
.78

Tolling Agreement dated as of January 1, 2006 between
    Gregory L. Reyes and Brocade, David House, William Krause,
    Nicholas Moore, William OBrien, Christopher Paisley, Larry
    Sonsini, Seth Neiman, Neal Dempsey and Sanjay Vaswani
    (incorporated by reference to Exhibit 10.2 from
    Brocades quarterly report on
    Form 10-Q
    for the quarter ended January 28, 2006)10
.79

Notice of partial termination of Tolling Agreement dated
    September 11, 2006 (incorporated by reference to
    Exhibit 10.80 from Brocades annual report on
    Form 10-K
    for the fiscal year ended October 27, 2007)10
.80

Amendment #23 dated December 15, 2005 to Statement of Work
    No. 1 between International Business Machines Corporation
    and Brocade dated August 12, 2005 (incorporated by
    reference to Exhibit 10.3 from Brocades quarterly
    report on
    Form 10-Q
    for the quarter ended January 28, 2006)10
.81

Amendment #24 dated December 15, 2005 to Statement of Work
    No. 1 between International Business Machines Corporation
    and Brocade dated August 12, 2005 (incorporated by
    reference to Exhibit 10.4 from Brocades quarterly
    report on
    Form 10-Q
    for the quarter ended January 28, 2006)10
.82

Amendment #4 dated January 20, 2006 to the OEM Purchase
    Agreement between Brocade and Hewlett-Packard Company dated
    December 16, 2002 (incorporated by reference to
    Exhibit 10.1 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended April 29, 2006)10
.83

Amendment No. 12 to the OEM Purchase Agreement dated
    January 25, 2000 (effective as of January 31,
    2006) by and among Brocade, Brocade Communications
    Switzerland SarL, and EMC Corporation (incorporated by
    references to Exhibit 10.2 from Brocades quarterly
    report on
    Form 10-Q
    for the quarter ended April 29, 2006)10
.84

Amendment #25 effective April 14, 2006 to Statement of Work
    No. 1 between International Business Machines Corporation
    and Brocade dated August 12, 2005 (incorporated by
    reference to Exhibit 10.3 from Brocades quarterly
    report on
    Form 10-Q
    for the quarter ended April 29, 2006)10
.85

Amendment #4 dated March 30, 2006 to the Goods Agreement
    between International Business Machines Corporation and Brocade
    (incorporated by reference to Exhibit 10.4 from
    Brocades quarterly report on
    Form 10-Q
    for the quarter ended April 29, 2006)10
.86

Amendment #1 to Statement of Work No. 4 between
    International Business Machines Corporation and Brocade
    effective May 31, 2006 (incorporated by reference to
    Exhibit 10.1 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended July 29, 2006)10
.87

Amendment #7 to Statement of Work No. 3 between
    International Business Machines Corporation and Brocade dated
    July 19, 2006 (incorporated by reference to
    Exhibit 10.2 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended July 29, 2006)10
.88

Amendment #26 dated September 19, 2006 to Statement of Work
    No. 1 between International Business Machines Corporation
    and Brocade dated August 12, 2005 (incorporated by
    reference to Exhibit 10.103 from Brocades annual
    report on
    Form 10-K
    for the fiscal year ended October 28, 2006) 132




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##### Table of Contents



ExhibitNumber

Description of Document10
.89

Amendment #27 dated October 3, 2006 to Statement of Work
    No. 1 between International Business Machines Corporation
    and Brocade dated August 12, 2005 (incorporated by
    reference to Exhibit 10.104 from Brocades annual
    report on
    Form 10-K
    for the fiscal year ended October 28, 2006)10
.90

Amendment #6 effective as of August 4, 2006 to OEM Purchase
    Agreement between Brocade and Hewlett-Packard Company dated
    December 16, 2002 (incorporated by reference to
    Exhibit 10.105 from Brocades annual report on
    Form 10-K
    for the fiscal year ended October 28, 2006)10
.91

Amendment #7 dated August 4, 2006 to OEM Purchase Agreement
    between Brocade and
    Hewlett-Packard
    Company dated December 16, 2002 (incorporated by reference
    to Exhibit 10.106 from Brocades annual report on
    Form 10-K
    for the fiscal year ended October 28, 2006)10
.92

Amendment #28 dated January 2, 2007 to Statement of Work
    No. 1 between International Business Machines Corporation
    and Brocade dated August 12, 2005 (incorporated by
    reference to Exhibit 10.2 from Brocades quarterly
    report on
    Form 10-Q
    for the quarter ended January 27, 2007)10
.93

Guaranty by Brocade dated January 29, 2007 related to the
    Indenture dated February 7, 2003 (incorporated by reference
    to Exhibit 10.1 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended April 28, 2007)10
.94

Guaranty by Brocade dated January 29, 2007 related to the
    Indenture dated February 20, 2002 (incorporated by
    reference to Exhibit 10.2 from Brocades quarterly
    report on
    Form 10-Q
    for the quarter ended April 28, 2007)10
.95

Statement of Work #5 dated April 2, 2007 between
    International Business Machines Corporation and Brocade
    (incorporated by reference to Exhibit 10.5 from
    Brocades quarterly report on
    Form 10-Q
    for the quarter ended April 28, 2007)10
.96

Amendment #29 dated March 19, 2007 to Statement of Work #1
    between International Business Machines Corporation and Brocade
    (incorporated by reference to Exhibit 10.6 from
    Brocades quarterly report on
    Form 10-Q
    for the quarter ended April 28, 2007)10
.97

Amendment #19 dated April 26, 2007 to Purchase Agreement
    between EMC and Brocade (incorporated by reference to
    Exhibit 10.7 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended April 28, 2007)10
.98*

Amended and Restated Change of Control Retention Agreement
    between Brocade and Michael Klayko effective May 11, 2007
    (incorporated by reference to Exhibit 10.1 from
    Brocades quarterly report on
    Form 10-Q
    for the quarter ended July 28, 2007)10
.99*

Form of Amended and Restated Change of Control Retention
    Agreement effective May 11, 2007 between Brocade and each
    of Richard Deranleau, T.J. Grewal, Don Jaworski, Luc Moyen,
    Tyler Wall and Ian Whiting (incorporated by reference to
    Exhibit 10.2 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended July 28, 2007)10
.100

Statement of Work #6 dated May 6, 2007 between
    International Business Machines Corporation and Brocade
    (incorporated by reference to Exhibit 10.5 from
    Brocades quarterly report on
    Form 10-Q
    for the quarter ended July 28, 2007)10
.101

Amendment #5, dated April 20, 2007 to OEM Purchase
    Agreement between Hewlett-Packard Company and Brocade
    (incorporated by reference to Exhibit 10.116 from
    Brocades annual report on
    Form 10-K
    for the fiscal year ended October 27, 2007)10
.102

Amendment #8, dated September 6, 2007 to OEM Purchase
    Agreement between Hewlett-Packard Company and Brocade
    (incorporated by reference to Exhibit 10.117 from
    Brocades annual report on
    Form 10-K
    for the fiscal year ended October 27, 2007)10
.103

Statement of Work #7, dated October 1, 2007 to Goods
    Agreement between International Business Machines and Brocade
    (incorporated by reference to Exhibit 10.118 from
    Brocades annual report on
    Form 10-K
    for the fiscal year ended October 27, 2007)10
.104

Amendment Number 1 dated November 1, 2007 to SOW #6 of the
    Goods Agreement between International Business Machines
    Corporation and Brocade (incorporated by reference to
    Exhibit 10.1 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended January 26, 2008) 133




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##### Table of Contents



ExhibitNumber

Description of Document10
.105

Ninth Amendment, dated November 5, 2007 to OEM Purchase
    Agreement dated December 16, 2002 between Hewlett-Packard
    Company and Brocade (incorporated by reference to
    Exhibit 10.2 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended January 26, 2008)10
.106

Amendment #10 dated November 21, 2007 to Statement of Work
    to Goods Agreement between International Business Machines
    Corporation and Brocade (incorporated by reference to
    Exhibit 10.3 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended January 26, 2008)10
.107

Tenth Amendment, dated December 21, 2007 to OEM Purchase
    Agreement dated December 16, 2002 between Hewlett-Packard
    Company and Brocade (incorporated by reference to
    Exhibit 10.4 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended January 26, 2008)10
.108

Amendment Number 31 dated December 30, 2007 to Statement of
    Work #1 to Goods Agreement between International Business
    Machines Corporation and Brocade (incorporated by reference to
    Exhibit 10.5 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended January 26, 2008)10
.109

Amendment Number 32 dated January 22, 2008 to Statement of
    Work #1 to Goods Agreement between International Business
    Machines Corporation and Brocade (incorporated by reference to
    Exhibit 10.6 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended January 26, 2008)10
.110*

1999 Director Plan as amended and restated April 10,
    2008 and related forms of agreements, as amended (incorporated
    by reference to Exhibit 10.1 from Brocades quarterly
    report on
    Form 10-Q
    for the quarter ended April 26, 2008)10
.111*

1999 Stock Plan as amended and restated November 27, 2006
    and related forms of agreements, as amended (incorporated by
    reference to Exhibit 10.2 from Brocades quarterly
    report on
    Form 10-Q
    for the quarter ended April 26, 2008)10
.112

OEM Purchase Agreement dated May 20, 2008 between EMC
    Corporation and Brocade (incorporated by reference to
    Exhibit 10.1 from Brocades quarterly report on
    Form 10-Q
    for the quarter ended July 26, 2008)10
.113

Amendment Number 11 dated April 28, 2008 to OEM Purchase
    Agreement between Hewlett-Packard Company and Brocade
    (incorporated by reference to Exhibit 10.2 from
    Brocades quarterly report on
    Form 10-Q
    for the quarter ended July 26, 2008)10
.114

Amendment Number 2 to Statement of Work #6, dated May 12,
    2008 to OEM Purchase Agreement between IBM and Brocade
    (incorporated by reference to Exhibit 10.3 from
    Brocades quarterly report on
    Form 10-Q
    for the quarter ended July 26, 2008)10
.115

Amendment Number 33 to Statement of Work #1, dated
    April 24, 2008 to OEM Purchase Agreement between IBM and
    Brocade (incorporated by reference to Exhibit 10.4 from
    Brocades quarterly report on
    Form 10-Q
    for the quarter ended July 26, 2008)10
.116

Purchase and Sale Agreement and Escrow Instruction dated
    April 24, 2008 between MFP/Hunter@First Office Partners,
    LLC and Brocade (incorporated by reference to Exhibit 10.5
    from Brocades quarterly report on
    Form 10-Q
    for the quarter ended July 26, 2008)10
.117

Development Services Agreement dated May 22, 2008 between
    MFP/Hunter@First Development Partners, LLC and Brocade
    (incorporated by reference to Exhibit 10.6 from
    Brocades quarterly report on
    Form 10-Q
    for the quarter ended July 26, 2008)10
.118

Voting Agreement dated as of July 21, 2008, between Bobby
    R. Johnson, Jr. and Brocade Communications Systems, Inc.
    (incorporated by reference to Exhibit 10.1 from
    Brocades
    Form 8-K
    filed on July 24, 2008)10
.119

Commitment letter dated as of July 21, 2008 with Bank of
    America, N.A., Banc of America Bridge LLC and Morgan Stanley
    Senior Funding, Inc. (incorporated by reference to
    Exhibit 99.1 from Brocades
    Form 8-K
    filed on August 14, 2008)10
.120**

Stock Purchase Plan and Agreement dated as of August 13,
    2008 between Morgan Stanley & Co. Incorporated and
    Brocade Communications Systems, Inc. 134




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##### Table of Contents



ExhibitNumber

Description of Document10
.121

Credit Agreement, dated as of October 7, 2008, among the
    lenders party thereto, Bank of America, N.A., as administrative
    agent, swing line lender and letter of credit issuer, Morgan
    Stanley Senior Funding, Inc., as syndication agent, Banc of
    America Securities LLC and Morgan Stanley Senior Funding, Inc.,
    as joint lead arrangers and joint bookrunners, HSBC Bank USA
    National Association and Keybank National Association, as
    co-documentation agents and Brocade Communications Systems, Inc.
    (incorporated by reference to Exhibit 10.1 from
    Brocades
    Form 8-K
    filed on October 14, 2008)10
.122**/

Amendment Number 34 dated June 23, 2008 to Statement of
    Work #1 to Goods Agreement between International Business
    Machines Corporation and Brocade Communications Systems, Inc.10
.123**/

Amendment Number 35 dated September 8, 2008 to Statement of
    Work #1 to Goods Agreement between International Business
    Machines Corporation and Brocade Communications Systems, Inc.10
.124**/

Amendment Number 12 dated August 21, 2008 to Statement of
    Work #3 to Goods Agreement between International Business
    Machines Corporation and Brocade Communications Systems, Inc.10
.125**/

Amendment Number 1 dated July 10, 2008 to Statement of Work
    #7 to Goods Agreement between International Business Machines
    Corporation and Brocade Communications Systems, Inc.12
.1**

Statement of Computation of Ratio of Earnings to Fixed Charges21
.1**

Subsidiaries of the Registrant23
.1**

Consent of Independent Registered Public Accounting Firm24
.1**

Power of attorney (see signature page)31
.1**

Rule 13a-14(a)/15d-14(a)
    Certification by the Chief Executive Officer31
.2**

Rule 13a-14(a)/15d-14(a)
    Certification by the Chief Financial Officer32
.1**

Certification by the Chief Executive Officer and Chief Financial
    Officer pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002     *
    
    Indicates management contract or compensatory plan or
    arrangement required to be filed as an exhibit pursuant to
    Item 15(b) of
    Form 10-K.**
    
    Filed herewith.
    
    Confidential treatment granted as to certain portions, which
    portions were omitted and filed separately with the Securities
    and Exchange Commission.
    
    Confidential treatment requested as to certain portions, which
    portions were omitted and filed separately with the Securities
    and Exchange Commission. 135