This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is subject to the safe harbor provisions set forth in the Exchange Act. Forward-looking statements usually contain the words "estimate," "intend," "plan," "predict," "seek," "may," "will," "should," "would," "could," "anticipate," "expect," "believe," or similar expressions and variations or negatives of these words. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. All forward-looking statements, including but not limited to, statements about:

• our future financial and operating results;

• our business strategies;

• management's plans, beliefs and objectives for future operations, research and development, acquisitions and joint ventures, growth opportunities, investments and legal proceedings;

• competitive positions;

• product introductions, development, enhancements and acceptance;

• future cash flows and cash deployment strategies;

• short-term and long-term cash requirements;

• the impact of completed acquisitions;

• our anticipated tax rate;

• the continuation of our stock repurchase program;

• industry trends or trend analyses;

• the conversion, maturation or repurchase of the Notes; and

• recent market instability.

are all inherently uncertain as they are based on management's current expectations and assumptions concerning future events, and they are subject to numerous known and unknown risks and uncertainties. Therefore, our actual results may differ materially from the forward-looking statements contained herein. Factors that could cause actual results to differ materially from those described herein include, but are not limited to:

• the amount of orders received in future periods;

• our ability to ship our products in a timely manner;

• our ability to achieve anticipated pricing, cost, and gross margins levels;

• our ability to maintain or increase backlog and increase revenue;

• our ability to successfully execute on our strategy to invest in additional sales personnel and our global brand awareness campaign in order to increase our customer base, market share and revenue;

• our ability to successfully introduce new products;

• our ability to capitalize on changes in market demand;

• acceptance of, and demand for, our products;

• demand for our global service and support and professional services;

• our ability to identify and respond to significant market trends and emerging standards;

• our ability to realize our financial objectives through management of our investment in people, process, and systems;

• our ability to maintain our supplier and contract manufacturer relationships;

• the ability of our competitors to introduce new products that compete successfully with our products;

• our ability to expand direct and indirect sales and global service and support;

• the general economic environment and the growth of the storage markets and, in particular, the dramatic adverse events in the global financial markets (including the credit markets);

• our ability to sustain and/or improve our cash and overall financial position;

• our ability to finance construction projects and capital expenditures through cash from operations and/or financing;

• the results of our ongoing litigation and government audits and inquiries; and

• those factors discussed under "Risk Factors" elsewhere in this Quarterly Report on Form 10-Q.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are based upon information available to us at this time. These statements are not guarantees of future performance. We disclaim any obligation to update information in any forward-looking statement. Actual results could vary from our forward looking statements due to foregoing factors as well as other important factors, including those described in the Risk Factors included on page 54.

Second Quarter Fiscal 2009 Overview

Revenues for the three-month period ended October 24, 2008 were $911.6 million, up 15.1% from $792.2 million in the three-month period ended October 26, 2007. Revenues for the six-month period ended October 24, 2008 were $1,780.4 million, up 20.2% from $1,481.4 million in the six-month period ended October 26, 2007. We continued to grow revenue in the second quarter despite a more challenging economic and spending environment. Revenue growth was attributable to increased product revenue with an expanded portfolio of new products and solutions worldwide, increased software entitlements and maintenance revenues, and increased service revenues, partially offset by reduced revenue from our older generation products.

During the second quarter of fiscal 2009, we recorded an other-than-temporary impairment charge of $23.2 million on our investment portfolio which included $21.1 million of investments that had direct and indirect exposure to Lehman Brothers Holdings Inc. ("Lehman Brothers") securities, and a $2.1 million other-than-temporary decline in the value of our auction rate securities.

We believe that our strategy and our ability to innovate and execute should enable us to remain competitive and continue to gain market share. However, given the current economic uncertainty, we have heightened our focus on managing expenses in order to return to our targeted operating profit margin model as quickly as reasonably possible. Actions we are taking include curtailing headcount growth, reducing capital purchases and reducing discretionary spending such as travel and entertainment expenses.

Critical Accounting Estimates and Policies

Our discussion and analysis of financial condition and results of operations are based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of such statements requires us to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period and the reported amounts of assets and liabilities as of the date of the financial statements. Our estimates are based on historical experience and other assumptions that we consider to be appropriate in the circumstances. However, actual future results may vary from our estimates.

We describe our significant accounting policies in Note 2 of the Notes to Consolidated Financial Statements, and we discuss our critical accounting policies and estimates in Management's Discussion and Analysis in our Annual Report on Form 10-K for the year ended April 25, 2008. There have been no material changes to the critical accounting policies and estimates as filed in our Annual Report on Form 10-K for the year ended April 25, 2008,

which was filed with the SEC on June 24, 2008, except for changes in accounting estimates relating to Fair Value Measurements and Accounting for Income Taxes.

Fair Value Measurements

We adopted the provisions of Statement of Financial Accounting Standards ("SFAS") No. 157, effective April 26, 2008 for financial assets and liabilities that are being measured and reported at fair value on a recurring basis. Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date. SFAS No. 157 establishes a hierarchy for inputs used in measuring fair value that minimizes the use of unobservable inputs by requiring the use of observable market data when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on active market data. Unobservable inputs are inputs that reflect our assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances.

The fair value hierarchy is broken down into the three input levels summarized below:

• Level 1 - Valuations are based on quoted prices in active markets for identical assets or liabilities, and readily accessible by us at the reporting date. Examples of assets and liabilities utilizing Level 1 inputs are certain money market funds, U.S. Treasury notes and trading securities with quoted prices on active markets.

• Level 2 - Valuations based on inputs other than the quoted prices in active markets that are observable either directly or indirectly in active markets. Examples of assets and liabilities utilizing Level 2 inputs are municipal bonds, U.S. government agency bonds, corporate bonds, corporate securities, certificates of deposit, and over-the-counter derivatives.

• Level 3 - Valuations based on unobservable inputs in which there is little or no market data, which require us to develop our own assumptions. Examples of assets and liabilities utilizing Level 3 inputs are cost method investments, auction rate securities, and the Primary Fund.

We measure our available-for-sale securities at fair value on a recurring basis. Available-for-sale securities include U.S. treasury securities, U.S. government agency bonds, municipal bonds, corporate bonds, corporate securities, auction rate securities, money market funds and certificates of deposit. Where possible, we utilize quoted market prices to measure and such items are classified as Level 1 in the hierarchy. When quoted market prices for identical assets are unavailable, varying valuation techniques are used. Such assets are classified as Level 2 or Level 3 in the hierarchy. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.

We evaluate our investments for other-than-temporary impairment in accordance with guidance provided by SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities" and related guidance. We consider and review factors such as the length of time and extent to which fair value has been below cost basis, the significance of the loss incurred, the financial condition and credit rating of the issuer and insurance guarantor, the length of time the investments have been illiquid, and our ability and intent to hold the investment for a period of time which may be sufficient for anticipated recovery of market value.

We are also exposed to market risk relating to our available-for-sale investments due to uncertainties in the credit and capital markets. During the second quarter of fiscal 2009, we recorded other-than-temporary impairment charges of $21.1 million related to investments that had direct and indirect exposure to Lehman Brothers securities, as well as an other-than-temporary charge of $2.1 million in the value of our auction rate securities.

Accounting for Income Taxes

The determination of our tax provision is subject to judgments and estimates due to the complexity of the tax law that we are subject to in several tax jurisdictions. Earnings derived from our international business are generally taxed at rates that are lower than U.S. rates, resulting in a lower effective tax rate than the U.S. statutory tax rate of 35.0%. The ability to maintain our current effective tax rate is contingent upon existing tax laws in both the U.S. and the respective countries in which our international subsidiaries are located. Future changes in domestic or

international tax laws could affect the continued realization of the tax benefits we are currently receiving. In addition, a decrease in the percentage of our total earnings from our international business or a change in the mix of international business among particular tax jurisdictions could increase our overall effective tax rate.

We account for income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes." SFAS No. 109 requires that deferred tax assets and liabilities be recognized for the effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. SFAS No. 109 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax asset will not be realized. We have provided a valuation allowance of $28.6 million for both of the quarters ended October 24, 2008 and April 25, 2008 on certain of our deferred tax assets. In accordance with the reporting requirements under SFAS 123R, footnote 82, we do not include unrealized stock option attributes as components of our gross deferred tax assets and corresponding valuation allowance disclosures, as tax attributes related to the exercise of employee stock options should not be realized until they result in a reduction of taxes payable. The tax effected amounts of gross unrealized net operating loss and business tax credit carryforwards, and their corresponding valuation allowances excluded under footnote 82 of SFAS 123R are $208.4 million and $245.1 million as of October 24, 2008 and April 25, 2008, respectively.

We are currently undergoing federal income tax audits in the U.S. and several foreign tax jurisdictions. The rights to some of our intellectual property ("IP") are owned by certain of our foreign subsidiaries, and payments are made between foreign and U.S. tax jurisdictions relating to the use of this IP. In recent years, some other companies have had their foreign IP arrangements challenged as part of an examination. During the first six months of fiscal 2009, we received Notices of Proposed Adjustments from the IRS in connection with federal income tax audits conducted with respect to our fiscal 2003 and 2004 tax years. While the final resolution of the issues raised in these Notices of Proposed Adjustments are uncertain, our management believes, based upon information currently known to us, that any of the audits currently pending will not have a significant impact upon our consolidated financial position and the results of operations and cash flows. In addition, we believe that we will not have a significant increase or decrease in the amount of unrecognized tax benefits related to this matter. However, if upon the conclusion of these audits the ultimate determination of our taxes owed resulting from the current IRS audit or in any of the other tax jurisdictions is an amount in excess of the tax provision we have recorded or reserved for, our overall effective tax rate may be adversely impacted in the period of adjustment.

Pursuant to FIN No. 48, we recognize the tax liability for uncertain income tax positions on the income tax return based on the two-step process prescribed in the interpretation. The first step is to determine whether it is more likely than not that each income tax position would be sustained upon audit. The second step is to estimate and measure the tax benefit as the amount that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority. Estimating these amounts requires us to determine the probability of various possible outcomes. We evaluate these uncertain tax positions based on the estimates of our uncertain tax positions based upon several factors including changes in facts or circumstances, changes in applicable tax law, settlement of issues under audit, and new exposures. If we later determine that our exposure is lower or that the liability is not sufficient to cover our revised expectations, we will adjust the liability and effect a related change in our tax provision during the period in which we make such determination. As of the end of the second quarter of fiscal 2009, there were no material changes to either the nature or the amounts of the uncertain tax positions previously determined and disclosed pursuant to FIN No. 48 as of the end of our fiscal year 2008.

Recent Accounting Standards

See Note 15 of the Condensed Consolidated Financial Statements for a full description of new accounting pronouncements, including the respective expected dates of adoption and effects on results of operations and financial condition.

Results of Operations

The following table sets forth certain consolidated statements of income data as
a percentage of total revenues for the periods indicated:


                                                      Three Months Ended                                Six Months Ended
                                          October 24, 2008          October 26, 2007        October 24, 2008         October 26, 2007

Revenues:
Product                                                 62.5 %                   68.3 %                   62.8 %                  67.8 %
Software entitlements and maintenance                   16.8                     14.8                     16.7                    15.2
Service                                                 20.7                     16.9                     20.5                    17.0

                                                       100.0                    100.0                    100.0                   100.0
Cost of Revenues:
Cost of product                                         28.6                     28.3                     28.7                    28.1
Cost of software entitlements and
maintenance                                              0.2                      0.2                      0.2                     0.3
Cost of service                                         11.3                     10.4                     11.4                    10.8

Gross Margin                                            59.9                     61.1                     59.7                    60.8

Operating Expenses:
Sales and marketing                                     33.3                     32.2                     34.1                    33.7
Research and development                                13.8                     13.8                     14.1                    14.5
General and administrative                               5.6                      5.0                      5.6                     5.5

Total Operating Expenses                                52.7                     51.0                     53.8                    53.7

Income from Operations                                   7.2                     10.1                      5.9                     7.1
Other Income (Expenses), Net:
Interest income                                          2.0                      2.1                      1.8                     2.3
Interest expense                                        (0.8 )                   (0.2 )                   (0.7 )                  (0.2 )
Gain (loss) on investments, net                         (2.5 )                    1.7                     (1.4 )                   0.9
Other income (expenses), net                            (0.1 )                      -                     (0.1 )                   0.1

Total Other Income (Expenses), Net                      (1.4 )                    3.6                     (0.4 )                   3.1

Income Before Income Taxes                               5.8                     13.7                      5.5                    10.2
Provision for Income Taxes                               0.4                      3.1                      0.6                     2.2

Net Income                                               5.4 %                   10.6 %                    4.9 %                   8.0 %

Discussion and Analysis of Results of Operations

Total Revenues - Our total net revenues for the three and six-month periods
ended October 24, 2008 and October 26, 2007 were as follows:


                                     Three Months Ended
                                 October 24,     October 26,
                                    2008            2007         % Change
                                        (In millions)

                Total revenue     $  911.6       $    792.2          15.1 %

                                     Six Months Ended
                               October 24,       October 26,
                                  2008              2007           % Change
                                       (In millions)

              Total revenue   $     1,780.4     $     1,481.4           20.2 %

Our revenue growth for the three and six-month periods ended October 24, 2008 was attributable to increased product revenues, software entitlements and maintenance revenues, and service revenues, and was partially offset by reduced revenue from older generation products. Sales through our indirect channels represented 67.5% and 62.4% of total revenues for the three-month periods ended October 24, 2008 and October 26, 2007, respectively. Sales through our indirect channels represented 64.3% and 62.0% of total revenues for the six-month periods ended October 24, 2008 and October 26, 2007, respectively. We also experienced increased volumes from channel partners such as IBM, Arrow and Avnet during the first three and six months of fiscal 2009. During both the three and six-month periods ended October 24, 2008, two U.S. distributors accounted for approximately 11% and 10% of our revenues. No customers accounted for ten percent of our revenues during the three and six-month periods ended October 26, 2007.

Product Revenues


                                           Three Months Ended
                           October 24,      % of       October 26,      % of
                              2008         Revenue        2007         Revenue     % Change
                                              (In millions)

       Product revenues    $    570.4        62.5 %    $    541.4        68.3 %        5.4 %




                                            Six Months Ended
                          October 24,       % of       October 26,       % of
                              2008         Revenue         2007         Revenue     % Change
                                              (In millions)

      Product revenues    $   1,118.3        62.8 %    $   1,004.7        67.8 %        11.3 %

Product revenues increased by $29.0 million in the three-month period ended October 24, 2008, as compared to the same period a year ago. This increase was due to a $86.8 million increase attributed to unit volume, offset by a $57.8 million decrease attributed to price and product configuration mix.

Revenues from our expanded portfolio of new products (products we began shipping in the last twelve months) increased $176.2 million, while revenues from our existing products rose $111.0 million. Increased revenues from new products included the recent product introductions in our FAS 6000 series high-end enterprise storage systems and the midrange FAS 3100 series systems. Increased revenues from existing products were primarily from our entry level FAS 2000 series.

These increases were partially offset by a $258.2 million decrease in shipments of our older generation products (older or end-of-life products with declining year over year revenue as well as products we no longer ship), including older generation FAS 3000 and FAS 6000 systems as well as our FAS 200 systems.

Product revenues increased by $113.6 million in the six-month period ended October 24, 2008, as compared to the same period a year ago. This increase was due to a $242.5 million increase attributed to unit volume, offset by a $128.9 million decrease attributed to price and product configuration mix.

Revenues from our expanded portfolio of new products increased $293.7 million, while revenues from our existing products rose $214.3 million. Increased revenues from new products included the recent product introductions in our FAS 6000 series high-end enterprise storage systems and the midrange FAS 3100 series systems. Increased revenues from existing products were primarily from our entry level FAS 2000 series systems.

These increases were partially offset by a $394.4 million decrease in shipments of our older generation products, including older generation FAS 3000 and FAS 6000 systems as well as our FAS 200 systems.

Our systems are highly configurable to respond to customer requirements in the open systems storage markets that we serve. This wide variation in customer configurations can significantly impact revenue, cost of revenue, and

gross margin performance. Price changes, volumes, and product model mix can also impact revenue, cost of revenue and gross margin performance. Disks are a significant component of our storage systems. Industry disk pricing continues to fall every year, and we pass along those price decreases to our customers while working to maintain relatively constant margins on our disk drives. While price per petabyte continues to decline, system performance and increased capacity have an offsetting impact on product revenue.

Software Entitlements and Maintenance Revenues


                                                               Three Months Ended
                                          October 24,          % of         October 26,          % of
                                              2008           Revenue            2007           Revenue        % Change
                                                                 (In millions)

Software entitlements and maintenance
revenues                                  $    152.7           16.8 %       $    117.1           14.8 %          30.4 %




                                                              Six Months Ended
                                        October 24,         % of          October 26,         % of
                                           2008            Revenue           2007            Revenue        % Change
                                                               (In millions)

Software entitlements and
maintenance revenues                   $       297.1           16.7 %    $       225.1           15.2 %          32.0 %

The year over year increase in software entitlements and maintenance revenues was due to a larger installed base of customers that have purchased or renewed software entitlements and maintenance, as well as upgrades from new and existing customers.

Service Revenues - Service revenues include professional services, service maintenance and educational and training services.

                                         Three Months Ended
. . .