Brocade Communications Systems (BRCD) 8-K Brocade Reports Fiscal Q2 Results

Exhibit 99.1

BROCADE CONTACTS
Public Relations John Noh Tel: 408-333-5108 jnoh@brocade.com	Investor Relations Steve Coli Tel: 408-333-6208 scoli@brocade.com

Brocade Reports Fiscal Q2 Results

Strong Ethernet Recovery and Healthy End-User Demand for SAN Lead Way for Solid Quarter

SAN JOSE, Calif., May 20, 2010 — Brocade^® (NASDAQ: BRCD) today reported financial results for its second fiscal quarter ended May 1, 2010. Brocade recorded quarterly revenues of $501 million or a decrease of one percent year-over-year, resulting in a diluted earnings per share (EPS) of $0.05 on a GAAP basis and $0.13 on a non-GAAP basis.

“Q2 was highlighted by a strong recovery in our Ethernet business, particularly in the Federal sector, which grew over 160% sequentially. The quarter highlights also included robust end-user demand for our storage networking products, measured on a sell-through basis, driven by positive macro trends such as the growth of the Fibre Channel market,” said Michael Klayko, CEO of Brocade.

Klayko continued: “Looking forward, we will continue to aggressively pursue the initiatives we have put into place to continue to drive sales of our Ethernet solutions to help meet our long-term goals for that part of our business. We are also encouraged by the apparent stabilization and recovery of IT spending trends globally that should help drive further momentum for our overall business in the second, and typically stronger, half of our fiscal year.”

In addition to this press release, Brocade management has posted prepared comments and slides on its Fiscal Q2 results and outlook atwww.BRCD.com. Brocade will host a live webcast conference call to answer questions from investors and analysts at 2:30 p.m. Pacific time. Questions may also be submitted in advance toir@brocade.com.

Other Q2 product, customer and partner announcements are available athttp://newsroom.brocade.com/.

Financial Highlights and Additional Financial Information

• Q2 revenue was $501.0 million, decreasing 7.1% sequentially and 1.1% year-over-year.

• Q2 GAAP EPS (diluted) was $0.05, decreasing 54.5% sequentially and increasing from a loss in Q2 2009.

• Q2 non-GAAP EPS (diluted) was $0.13, decreasing 31.6% sequentially and increasing 18.2% year-over-year.

• Q2 non-GAAP operating margin was 20.5% versus 26.0% in Q1 2010 and 18.8% in Q2 2009.

• Q2 effective GAAP tax rate was (3.9)%; non-GAAP effective tax-rate was 24.4%.

• Q2 Adj. EBITDA was $116.4 million, down from $154.7 million in Q1 2010 and $119.9 million in Q2 2009.

• Q2 total Storage Area Networking (SAN) port shipments were approximately 1.0 million.

	Q2 2010			Q1 2010			Q2 2009
Revenue	$	501.0M		$	539.5M		$	506.3M
GAAP net income (loss) (1)	$	22.4 M		$	51.1 M		$	(66.1	)M
Non-GAAP net income	$	62.7 M		$	94.0 M		$	47.1 M
GAAP EPS – diluted (1)	$	0.05		$	0.11		$	(0.17	)
Non-GAAP EPS – diluted	$	0.13		$	0.19		$	0.11
Non-GAAP gross margin		56.7	%		59.3	%		56.2	%
Non-GAAP operating margin		20.5	%		26.0	%		18.8	%
Adjusted EBITDA (2)	$	116.4M		$	154.7M		$	119.9M
Cash provided by operations	$	67.7M		$	69.1M		$	107.3M

Please see important note of explanation on Non-GAAP measures below, including a detailed reconciliation between GAAP and Non-GAAP information in the tables included herein.

Brocade

1745 Technology Dr., San Jose, CA 95110

T. 408.333.8000 F. 408.333.8101

www.brocade.com

As a % of total revenues	Q2 2010			Q1 2010			Q2 2009
OEM revenues		63	%		71	%		62	%
Channel/Direct revenues		37	%		29	%		38	%
10% or greater customer revenues		44	%		54	%		43	%
Domestic revenues		65	%		63	%		69	%
International revenues		35	%		37	%		31	%
Data Storage Revenues		56	%		65	%		58	%
Ethernet Products Revenues		26	%		18	%		24	%
Federal % of Ethernet Revenues (3)		28	%		13	%		18	%
Stackable % of Ethernet Revenues (3)		36	%		39	%		26	%
Chassis % of Ethernet Revenues (3)		64	%		61	%		74	%
Enterprise % of Ethernet Revenues (3)		78	%		84	%		78	%
Service Providers % of Ethernet Revenues (3)		22	%		16	%		22	%
Global Services Revenue		18	%		17	%		17	%
	Q2 2010			Q1 2010			Q2 2009
Cash, cash equivalents and investments	$	290.4M		$	501.1M		$	236.9M
Deferred revenues	$	246.7M		$	236.4M		$	244.4M
Capital expenditures – non-campus related	$	19.7M		$	16.7M		$	15.7M
Capital expenditures – campus related	$	42.4M		$	30.6M		$	21.9M
Total debt, net of discount (1)	$	981M		$	1,176M		$	1,162M
Days sales outstanding		54 days			47 days			49 days
Employees at end of period		4,245			4,114			3,800

1) Retrospectively adjusted as a result of applying new standard that changed the accounting for convertible debt instruments.

2) Adjusted EBITDA is as defined in the Term Debt Credit Agreement.

3) Ethernet revenues include product and support revenues.

Non-GAAP Financial Measures

This press release contains non-GAAP financial measures. In evaluating Brocade’s performance, management uses certain non-GAAP financial measures to supplement consolidated financial statements prepared under GAAP.

Management believes that non-GAAP financial measures used in this press release allow management to gain a better understanding of Brocade’s comparative operating performance both from period to period, and to its competitors’ operating results. Management also believes these non-GAAP financial measures help indicate Brocade’s baseline performance before gains, losses or charges that are considered by management to be outside ongoing operating results. Accordingly, management uses these non-GAAP financial measures for planning and forecasting of future periods and in making decisions regarding operations performance and the allocation of resources. Management believes these non-GAAP financial measures, when read in conjunction with Brocade’s GAAP financials, provide useful information to investors by offering:

• the ability to make more meaningful period-to-period comparisons of Brocade’s ongoing operating results;

• the ability to make more meaningful comparisons of Brocade’s operating performance against industry and competitor companies;

• the ability to better identify trends in Brocade’s underlying business and to perform related trend analysis;

• a better understanding of how management plans and measures Brocade’s underlying business; and

• an easier way to compare Brocade’s most recent results of operations against investor and analyst financial models.

Management excludes certain gains or losses and benefits or costs in determining non-GAAP net income that are the result of infrequent events or arise outside the ordinary course of Brocade’s continuing operations. Management believes that it is appropriate to evaluate Brocade’s operating performance by excluding those items that are not indicative of ongoing operating results or limit comparability. Such items include: (i) legal fees associated with certain pre-acquisition litigation, (ii) legal fees associated with indemnification obligations to former directors and officers and other related costs, net, (iii) acquisition and integration costs (in connection with the Foundry acquisition), (iv) in-process research and development charges (in connection with the Foundry acquisition), (v) loss on sale of property, (vi) acquisition-related financing charges, (vii) interest expense related to adoption of new standard relating to convertible debt instruments, (viii) goodwill and acquisition related intangibles impairment, and (ix) restructuring costs and facilities leases losses.

Page 2 of 9

Management also excludes the following non-cash charges in determining non-GAAP net income: (i) stock-based compensation expense and (ii) amortization of purchased intangible assets. Because of varying available valuation methodologies, subjective assumptions and the variety of award types, management believes that the exclusion of stock-based compensation allows for more accurate comparisons of our operating results to our peer companies. Management believes that the expense associated with the amortization of acquisition-related intangible assets is appropriate to be excluded because a significant portion of the purchase price for acquisitions may be allocated to intangible assets that have short lives and exclusion of the amortization expense allows comparisons of operating results that are consistent over time for Brocade’s newly acquired and long-held businesses.

Finally, management believes that it is appropriate to exclude the tax effects of the items noted above in order to present a more meaningful measure of non-GAAP net income.

Limitations. These non-GAAP financial measures have limitations, however, because they do not include all items of income and expense that impact the Company. Management compensates for these limitations by also considering Brocade’s GAAP results. The non-GAAP financial measures that Brocade uses are not prepared in accordance with, and should not be considered an alternative to measurements required by GAAP, such as operating income, net income (loss) and net income (loss) per share, and should not be considered measurements of Brocade’s liquidity. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the most directly comparable GAAP measures. In addition, these non-GAAP financial measures may not be comparable to similar measurements reported by other companies.

Cautionary Statement

This press release contains statements that are forward-looking in nature, including statements regarding Brocade’s market positioning and opportunities, including continued growth in storage networking and success of our Ethernet products. These statements are based on current expectations on the date of this press release and involve a number of risks and uncertainties which may cause actual results to differ significantly from such estimates. The risks include, but are not limited to, the effect of changes in IT spending levels, market competition and changes in the industry, Brocade’s ability to successfully introduce new products and services on a timely basis and capitalize on current or past investments in technologies and go-to-market opportunities, and Brocade’s ability to manage its business effectively in a rapidly evolving market. Certain of these and other risks are set forth in more detail in “Item 1A. Risk Factors” in Brocade’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 30, 2010. Brocade does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise.

About Brocade

Brocade^® (NASDAQ GS: BRCD) develops extraordinary networking solutions that enable today’s complex, data-intensive businesses to optimize information connectivity and maximize the business value of their data. For more information, visitwww.brocade.com.

# # #

Brocade, the B-wing symbol, BigIron, DCX, Fabric OS, FastIron, IronPoint, IronShield, IronView, IronWare, JetCore, NetIron, SecureIron, ServerIron, StorageX and TurboIron are registered trademarks, and DCFM, Extraordinary Networks and SAN Health are trademarks of Brocade Communications Systems, Inc., in the United States and/or in other countries. All other brands, products or service names are or may be trademarks or service marks of, and are used to identify, products or services of their respective owners.

© 2010 Brocade Communications Systems, Inc. All Rights Reserved.

Page 3 of 9

BROCADE COMMUNICATIONS SYSTEMS, INC.

GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)

	Three Months Ended						Six Months Ended
	May 1, 2010			May 2, 2009 (1)			May 1, 2010			May 2, 2009 (1)
Net revenues
Product	$	409,885		$	418,034		$	858,970		$	780,634
Service		91,098			88,266			181,505			157,257
Total net revenues		500,983			506,300			1,040,475			937,891
Cost of revenues
Product		188,389			199,374			380,961			350,565
Service		49,311			47,133			98,787			85,118
Total cost of revenues		237,700			246,507			479,748			435,683
Gross margin		263,283			259,793			560,727			502,208
Operating expenses:
Research and development		89,351			96,295			179,433			164,746
Sales and marketing		99,812			104,898			190,178			178,064
General and administrative		15,941			21,295			32,180			39,683
Legal fees associated with indemnification obligations and other related costs		277			19,814			578			39,113
Amortization of intangible assets		16,190			21,385			33,242			34,614
Acquisition and integration costs		—			2,391			204			3,344
Restructuring costs and facilities lease loss benefit, net		—			2,329			—			2,329
In-process research and development		—			—			—			26,900
Goodwill and acquisition related intangible assets impairment		—			53,306			—			53,306
Total operating expenses		221,571			321,713			435,815			542,099
Income (loss) from operations		41,712			(61,920	)		124,912			(39,891	)
Interest income and other loss, net		(903	)		90			(831	)		(3,721	)
Interest expense		(19,522	)		(28,374	)		(41,595	)		(51,653	)
Gain (loss) on sale of investments and property, net		253			341			(8,575	)		(523	)
Income (loss) before provision for (benefit from) income taxes		21,540			(89,863	)		73,911			(95,788	)
Income tax provision (benefit)		(840	)		(23,770	)		436			(5,797	)
Net income (loss)	$	22,380		$	(66,093	)	$	73,475		$	(89,991	)
Net income (loss) per share – basic	$	0.05		$	(0.17	)	$	0.17		$	(0.24	)
Net income (loss) per share – diluted	$	0.05		$	(0.17	)	$	0.15		$	(0.24	)
Shares used in per share calculation – basic		442,816			387,143			440,948			381,673
Shares used in per share calculation – diluted		479,166			387,143			481,714			381,673

(1) As adjusted due to changes to the accounting for convertible debt instruments.

Page 4 of 9

BROCADE COMMUNICATIONS SYSTEMS, INC.

GAAP CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

	May 1, 2010			October 31, 2009 (1)
Assets
Current assets:
Cash and cash equivalents	$	287,233		$	334,193
Short-term investments		3,131			4,678
Restricted cash		—			12,502
Total cash, cash equivalents and short-term investments and restricted cash		290,364			351,373
Accounts receivable, net		297,539			297,819
Inventories		76,819			72,152
Deferred tax assets		77,155			84,629
Prepaid expenses and other current assets		70,006			79,302
Total current assets		811,883			885,275
Property and equipment, net		488,699			442,408
Goodwill		1,655,371			1,659,934
Intangible assets, net		405,313			470,872
Non-current deferred tax assets		199,020			184,713
Other assets		45,752			28,218
Total assets	$	3,606,038		$	3,671,420
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	107,388		$	181,249
Accrued employee compensation		120,957			160,832
Deferred revenue		185,071			174,870
Current liabilities associated with facilities lease losses		6,839			10,769
Current portion of capital lease obligations		800			—
Revolving credit facility		—			14,050
Current portion of term loan		23,159			38,822
Convertible subordinated debt		—			169,332
Other accrued liabilities		106,460			105,263
Total current liabilities		550,674			855,187
Non-current capital lease obligations, net of current portion		3,423			—
Term loan, net of current portion		358,412			860,114
Senior Secured Notes		595,169			—
Non-current liabilities associated with facilities lease losses		8,380			10,150
Non-current deferred revenue		61,647			60,575
Non-current income tax liability		88,674			92,276
Other non-current liabilities		15,936			15,114
Total liabilities		1,682,315			1,893,416
Stockholders’ equity
Common stock		444			434
Additional paid-in capital		1,981,829			1,901,238
Accumulated other comprehensive loss		(14,277	)		(5,920	)
Accumulated deficit		(44,273	)		(117,748	)
Total stockholders’ equity		1,923,723			1,778,004
Total liabilities and stockholders’ equity	$	3,606,038		$	3,671,420

(1) As adjusted due to changes to the accounting for convertible debt instruments.

Page 5 of 9

BROCADE COMMUNICATIONS SYSTEMS, INC.

GAAP CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended May 1, 2010 and May 2, 2009

(in thousands)

(unaudited)

	Three Months Ended
	May 1, 2010			May 2, 2009 (1)
Cash flows from operating activities:
Net income (loss)	$	22,380		$	(66,093	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Excess tax benefit (detriment) from employee stock plans		(63	)		651
Depreciation and amortization		46,600			54,377
Loss on disposal of property and equipment		645			593
Amortization of debt issuance costs and original issue discount		5,121			7,051
Net gains on investments and marketable equity securities		(385	)		(342	)
Provision for doubtful accounts receivable and sales allowances		2,823			3,079
Non-cash compensation expense		30,146			40,111
Capitalization of interest cost		(3,720	)		(2,000	)
Non-cash facilities lease loss benefit		—			(339	)
Asset impairment charge		—			53,306
Changes in assets and liabilities:
Restricted cash		12,500			—
Accounts receivable		(23,691	)		(12,009	)
Inventories		(4,067	)		19,409
Prepaid expenses and other assets		5,576			20,380
Deferred tax assets		—			651
Accounts payable		(28,909	)		15,443
Accrued employee compensation		18,675			6,739
Deferred revenue		10,339			17,767
Other accrued liabilities		(23,235	)		(49,721	)
Liabilities associated with facilities lease losses		(3,013	)		(1,704	)
Net cash provided by operating activities		67,722			107,349
Cash flows from investing activities:
Purchases of property and equipment		(62,070	)		(37,634	)
Purchases of short-term investments		—			(55	)
Proceeds from maturities and sale of short-term investments		1,787			10,168
Proceeds from maturities and sale of long-term investments		—			115
Net cash used in investing activities		(60,283	)		(27,406	)
Cash flows from financing activities:
Payment of convertible subordinated debt		(172,500	)		—
Payment of fees related to issuance of bonds		(3,002	)		—
Payment of principal related to the term loan		(15,699	)		(75,000	)
Payment of revolving credit facility		(14,050	)		—
Excess tax (benefit) detriment from employee stock plans		63			(651	)
Proceeds from issuance of common stock, net		9,788			28,638
Common stock repurchases		(20,003	)		—
Net cash used in financing activities		(215,403	)		(47,013	)
Effect of exchange rate fluctuations on cash and cash equivalents		(1,386	)		(341	)
Net increase (decrease) in cash and cash equivalents		(209,350	)		32,589
Cash and cash equivalents, beginning of period		496,583			190,038
Cash and cash equivalents, end of period	$	287,233		$	222,627

(1) As adjusted due to changes to the accounting for convertible debt instruments.

Page 6 of 9

BROCADE COMMUNICATIONS SYSTEMS, INC.

GAAP CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended May 1, 2010 and May 2, 2009

(in thousands)

(unaudited)

	Six Months Ended
	May 1, 2010			May 2, 2009 (1)
Cash flows from operating activities:
Net income (loss)	$	73,475		$	(89,991	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Excess tax benefit (detriment) from employee stock plans		(63	)		986
Depreciation and amortization		97,613			94,131
Loss on disposal of property and equipment		9,459			1,150
Amortization of debt issuance costs and original issue discount		11,784			10,597
Net (gains) losses on investments and marketable equity securities		(217	)		518
Provision for doubtful accounts receivable and sales allowances		5,867			5,350
Non-cash compensation expense		51,668			58,192
Capitalization of interest cost		(7,035	)		(4,044	)
Asset impairment charge		—			53,306
In-process research and development		—			26,900
Non-cash facilities lease loss benefit		—			(339	)
Changes in assets and liabilities:
Restricted cash		12,502			—
Accounts receivable		(5,588	)		(24,053	)
Inventories		(4,668	)		33,806
Prepaid expenses and other assets		10,557			18,152
Deferred tax assets		—			651
Accounts payable		(68,644	)		(48,637	)
Accrued employee compensation		(48,480	)		(40,319	)
Deferred revenue		11,274			35,448
Other accrued liabilities		(7,199	)		(23,200	)
Liabilities associated with facilities lease losses		(5,476	)		(5,025	)
Liability associated with class action lawsuit		—			(160,000	)
Net cash provided by (used in) operating activities		136,829			(56,421	)
Cash flows from investing activities:
Purchases of property and equipment		(109,387	)		(73,452	)
Purchases of short-term investments		(24	)		(55	)
Proceeds from maturities and sale of short-term investments		1,788			146,465
Proceeds from maturities and sale of long-term investments		—			30,173
Proceeds from sale of property		30,185			—
Decrease in restricted cash		—			1,075,079
Net cash paid in connection with acquisitions		—			(1,297,482	)
Net cash used in investing activities		(77,438	)		(119,272	)
Cash flows from financing activities:
Payment of convertible subordinated debt		(172,500	)		—
Payment of senior underwriting fees related to the term loan		—			(30,525	)
Payment related to the term loan		(522,244	)		(75,000	)
Excess tax (benefit) detriment from employee stock plans		63			(986	)
Payment of revolving credit facility		(14,050	)		—
Payment of fees related to issuance of bonds		(3,002	)		—
Proceeds from issuance of common stock, net		39,819			37,186
Common stock repurchases		(20,003	)		—
Proceeds from issuance of bonds		587,968			—
Proceeds from revolving credit facility		—			14,050
Net cash used in financing activities		(103,949	)		(55,275	)
Effect of exchange rate fluctuations on cash and cash equivalents		(2,402	)		(290	)
Net decrease in cash and cash equivalents		(46,960	)		(231,258	)
Cash and cash equivalents, beginning of period		334,193			453,884
Cash and cash equivalents, end of period	$	287,233		$	222,626
Supplemental Schedule of non-cash investing activities:
Fair value of stock options and unvested awards assumed in exchange for acquired Foundry assets	$	—		$	254,312

(1) As adjusted due to changes to the accounting for convertible debt instruments.

Page 7 of 9

BROCADE COMMUNICATIONS SYSTEMS, INC.

RECONCILIATION BETWEEN GAAP AND NON-GAAP NET INCOME

(in thousands, except per share amounts)

(unaudited)

	Three Months Ended
	May 1, 2010			May 2, 2009 (1)
Net income (loss) on a GAAP basis	$	22,380		$	(66,093	)
Adjustments:
Stock-based compensation expense included in cost of revenues		6,342			6,825
Amortization of intangible assets expense included in cost of revenues		14,467			17,987
Legal fees associated with certain pre-acquisition litigation		17			—
Total gross margin adjustments		20,826			24,812
Legal fees associated with indemnification obligations and other related costs		277			19,814
Stock-based compensation expense included in research and development		8,933			12,329
Stock-based compensation expense included in sales and marketing		10,938			14,684
Stock-based compensation expense included in general and administrative		3,933			6,273
Amortization of intangible assets expense included in operating expenses		16,190			21,385
Acquisition and integration costs		—			2,391
Restructuring costs and facilities lease losses		—			2,329
Goodwill and acquisition related intangibles impairment		—			53,306
Total operating expense adjustments		40,271			132,511
Total operating income adjustments		61,097			157,323
Loss on sale of property		(47	)		—
Interest expense related to adoption of new standards relating to convertible debt instruments		348			1,976
Income tax effect of adjustments		(21,044	)		(46,080	)
Non-GAAP net income	$	62,734		$	47,126
Non-GAAP net income per share – basic	$	0.14		$	0.12
Non-GAAP net income per share – diluted	$	0.13		$	0.11
Shares used in non-GAAP per share calculation – basic		442,816			387,143
Shares used in non-GAAP per share calculation – diluted		481,290			432,331

(1) As adjusted due to changes to the accounting for convertible debt instruments.

See explanation of non-GAAP information included herein.

Page 8 of 9

BROCADE COMMUNICATIONS SYSTEMS, INC.

RECONCILIATION BETWEEN GAAP AND NON-GAAP NET INCOME

(in thousands, except per share amounts)

(unaudited)

	Six Months Ended
	May 1, 2010			May 2, 2009 (1)
Net income (loss) on a GAAP basis	$	73,475		$	(89,991	)
Adjustments:
Stock-based compensation expense included in cost of revenues		10,859			10,133
Amortization of intangible assets expense included in cost of revenues		32,316			29,955
Legal fees associated with certain pre-acquisition litigation		317			—
Total gross margin adjustments		43,492			40,088
Legal fees associated with indemnification obligations and other related costs		578			39,113
Stock-based compensation expense included in research and development		15,116			17,670
Stock-based compensation expense included in sales and marketing		19,033			20,874
Stock-based compensation expense included in general and administrative		6,660			9,515
Amortization of intangible assets expense included in operating expenses		33,243			34,613
Acquisition and integration costs		204			3,344
Restructuring costs and facilities lease losses		—			2,329
In-process research and development		—			26,900
Goodwill and acquisition related intangibles impairment		—			53,306
Total operating expense adjustments		74,834			207,664
Total operating income adjustments		118,326			247,752
Loss on sale of property		8,737			—
Acquisition-related financing charges		—			4,366
Interest expense related to adoption of new standards relating to convertible debt instruments		2,490			3,898
Income tax effect of adjustments		(46,284	)		(55,344	)
Non-GAAP net income	$	156,744		$	110,681
Non-GAAP net income per share – basic	$	0.36		$	0.29
Non-GAAP net income per share – diluted	$	0.32		$	0.26
Shares used in non-GAAP per share calculation – basic		440,948			381,673
Shares used in non-GAAP per share calculation – diluted		488,818			424,056

(1) As adjusted due to changes to the accounting for convertible debt instruments.

See explanation of non-GAAP information included herein.

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