Aruba Networks (ARUN) 10-Q 2012 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2012

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to            

Commission file number: 001-33347

Aruba Networks, Inc.

(Exact name of registrant as specified in its charter)

Delaware	02-0579097
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

1344 Crossman Ave.

Sunnyvale, California 94089-1113

(408) 227-4500

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x		Accelerated filer	¨
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The number of shares of the registrant’s common stock, par value $0.0001, outstanding as of May 31, 2012 was 112,198,589.

ARUBA NETWORKS, INC.

INDEX

	Page No.
PART 1. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements (unaudited)
Consolidated Balance Sheets as of April 30, 2012 and July 31, 2011		3
Consolidated Statements of Comprehensive Income for the three and nine months ended April  30, 2012 and 2011		4
Consolidated Statements of Cash Flows for the nine months ended April 30, 2012 and 2011		5
Notes to Consolidated Financial Statements		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 3. Quantitative and Qualitative Disclosures About Market Risk		29
Item 4. Controls and Procedures		29
PART II. OTHER INFORMATION
Item 1. Legal Proceedings		30
Item 1A. Risk Factors		30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		43
Item 3. Defaults Upon Senior Securities		43
Item 4. Mine Safety Disclosure		43
Item 5. Other Information		43
Item 6. Exhibits		43
Exhibit 10.2
Exhibit 10.3
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

2

Item 1. Consolidated Financial Statements

ARUBA NETWORKS, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)

	April 30, 2012			July 31, 2011
	(in thousands, except per share data)
ASSETS
Current assets
Cash and cash equivalents	$	120,054		$	80,773
Short-term investments		196,454			153,185
Accounts receivable, net of provision for doubtful accounts of $167 and $306, at April 30, 2012 and July 31, 2011, respectively		83,558			68,598
Inventory		20,546			29,895
Deferred costs		8,696			6,999
Prepaids and other		15,616			5,097
Deferred income tax assets		31,120			53,310
Total current assets		476,044			397,857
Property and equipment, net		17,701			14,772
Goodwill		56,747			33,143
Intangible assets, net		27,663			20,863
Deferred income tax assets, non-current		21,929			20,143
Other assets		14,270			2,093
Total assets	$	614,354		$	488,871
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	4,425		$	11,278
Accrued liabilities		54,233			61,461
Income taxes payable		1,221			767
Deferred income tax liability		76			—
Deferred revenue, current		70,978			54,451
Total current liabilities		130,933			127,957
Deferred income tax liability, non-current		3,305			815
Deferred revenue, non-current		20,360			14,000
Other non-current liabilities		950			757
Total liabilities		155,548			143,529
Commitments and contingencies (Note 13)
Stockholders’ equity
Common stock: $0.0001 par value; 350,000 shares authorized at April 30, 2012 and July 31, 2011, respectively; 111,814 and 104,905 shares issued and outstanding at April 30, 2012 and July 31, 2011, respectively		11			10
Additional paid-in capital		570,959			450,147
Accumulated other comprehensive income (loss)		(1,401	)		127
Accumulated deficit		(110,763	)		(104,942	)
Total stockholders’ equity		458,806			345,342
Total liabilities and stockholders’ equity	$	614,354		$	488,871

See Notes to Consolidated Financial Statements.

3

ARUBA NETWORKS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

	Three months ended April 30,						Nine months ended April 30,
	2012			2011			2012			2011
	(in thousands, except per share data)						(in thousands, except per share data)
Revenue
Product	$	110,531		$	89,415		$	317,632		$	237,719
Professional services and support		21,111			16,186			59,286			44,588
Ratable product and related professional services and support		252			150			603			449
Total revenue		131,894			105,751			377,521			282,756
Cost of revenue
Product		34,014			29,964			96,535			76,199
Professional services and support		5,484			4,167			15,060			10,615
Ratable product and related professional services and support		13			—			13			10
Total cost of revenue		39,511			34,131			111,608			86,824
Gross profit		92,383			71,620			265,913			195,932
Operating expenses
Research and development		27,383			22,799			79,776			61,521
Sales and marketing		49,974			40,916			145,309			111,266
General and administrative		11,723			10,319			35,521			27,690
Total operating expenses		89,080			74,034			260,606			200,477
Operating income (loss)		3,303			(2,414	)		5,307			(4,545	)
Other income (expense), net
Interest income		301			284			876			758
Other income (expense), net		(675	)		5,608			2,883			7,191
Total other income (expense), net		(374	)		5,892			3,759			7,949
Income before income taxes		2,929			3,478			9,066			3,404
Provision for (benefits from) income taxes		(3,099	)		277			14,887			901
Net income (loss)		6,028			3,201			(5,821	)		2,503
Other comprehensive income (loss):
Foreign currency translation gain (loss), net of tax		770			—			(1,546	)		—
Unrealized gain on short-term investments, net of tax		14			39			18			60
Comprehensive income (loss)	$	6,812		$	3,240		$	(7,349	)	$	2,563
Shares used in computing net income (loss) per common share- basic		110,236			102,055			108,086			98,962
Net income (loss) per common share- basic	$	0.05		$	0.03		$	(0.05	)	$	0.03
Shares used in computing net income (loss) per common share- diluted		121,895			119,367			108,086			116,289
Net income (loss) per common share- diluted	$	0.05		$	0.03		$	(0.05	)	$	0.02
Stock-based compensation expense included in above:
Cost of revenue	$	1,208		$	988		$	3,844		$	2,401
Research and development	$	7,090		$	6,731		$	22,696		$	16,585
Sales and marketing	$	8,415		$	6,614		$	26,301		$	17,868
General and administrative	$	3,071		$	3,262		$	9,132		$	8,974

See Notes to Consolidated Financial Statements.

4

ARUBA NETWORKS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Nine months ended April 30,
	2012			2011
	(in thousands)
Cash flows from operating activities
Net income (loss)	$	(5,821	)	$	2,503
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		14,217			10,963
Provision for doubtful accounts		17			4
Write-downs for excess and obsolete inventory		3,845			2,445
Stock-based compensation expense		61,973			45,828
Accretion of purchase discounts on short-term investments		869			997
Loss (gain) on disposal of fixed assets		539			(6	)
Change in carrying value of contingent rights liability		(2,992	)		(7,991	)
Deferred income taxes		20,862			—
Recovery of escrow funds		(702	)		—
Excess tax benefit associated with stock-based compensation		(11,648	)		(15	)
Changes in operating assets and liabilities:
Accounts receivable		(14,635	)		(23,674	)
Inventory		3,694			(7,211	)
Prepaids and other		(11,214	)		(873	)
Deferred costs		(2,113	)		(1,252	)
Other assets		(11,572	)		(426	)
Accounts payable		(7,206	)		(1,099	)
Deferred revenue		22,884			6,451
Other current and noncurrent liabilities		(273	)		8,009
Income taxes payable		10,051			138
Net cash provided by operating activities		70,775			34,791
Cash flows from investing activities
Purchases of short-term investments		(136,524	)		(81,511	)
Proceeds from sales of short-term investments		48,030			19,876
Proceeds from maturities of short-term investments		44,200			51,030
Purchases of property and equipment		(8,805	)		(5,776	)
Proceeds from sale of property and equipment		—			14
Cash paid in acquisitions, net of cash acquired		(21,086	)		(4,303	)
Net cash used in investing activities		(74,185	)		(20,670	)
Cash flows from financing activities
Proceeds from issuance of common stock		31,186			31,856
Excess tax benefit associated with stock-based compensation		11,648			15
Net cash provided by financing activities		42,834			31,871
Effect of exchange rate changes on cash and cash equivalents		(143	)		(1	)
Net increase in cash and cash equivalents		39,281			45,991
Cash and cash equivalents, beginning of period		80,773			31,254
Cash and cash equivalents, end of period	$	120,054		$	77,245
Supplemental disclosure of cash flow information
Income taxes paid	$	4,986		$	781
Supplemental disclosure of non-cash investing and financing activities
Common stock issued for acquisitions	$	12,000		$	30,691
Contingent rights issued for acquisition	$	—		$	9,486

See Notes to Consolidated Financial Statements.

5

ARUBA NETWORKS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. The Company and its Significant Accounting Policies

The Company

Aruba Networks, Inc. (the “Company”), incorporated in the state of Delaware on February 11, 2002, is a leading provider of next-generation network access solutions for the mobile enterprise. Its Mobile Virtual Enterprise (“MOVE”) architecture unifies wired and wireless network infrastructures into one seamless access solution for corporate headquarters, mobile business professionals, remote workers and guests. The Company derives its revenue from sales of its ArubaOS operating system, controllers, wireless access points, switches, application software modules, multi-vendor management solution software, and professional services and support. The Company has offices and employs staff around the world.

Basis of Presentation

The accompanying Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances, transactions and cash flows have been eliminated. The accompanying statements are unaudited and should be read in conjunction with the audited Consolidated Financial Statements and related notes contained in the Company’s Annual Report on Form 10-K filed on September 27, 2011. The July 31, 2011 Consolidated Balance Sheet data were derived from audited financial statements, but do not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S.”).

The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all of the financial information and footnotes required by GAAP for complete financial statements. The Company believes the unaudited Consolidated Financial Statements have been prepared on the same basis as its audited financial statements as of and for the year ended July 31, 2011 and include all adjustments necessary for the fair statement of the Company’s financial position as of April 30, 2012, its results of operations for the three and nine months ended April 30, 2012 and 2011, and its cash flows for the nine months ended April 30, 2012 and 2011. The results for the three and nine months ended April 30, 2012 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending July 31, 2012.

There have been no significant changes in the Company’s accounting policies during the three and nine months ended April 30, 2012, as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended July 31, 2011.

Prior Period Adjustments

In the three months ended April 30, 2012, the Company recorded adjustments to reduce tax expense of $0.8 million and recorded additional stock based compensation expense of $0.5 million, related to the fiscal quarters ended October 31, 2011 and January 31, 2012. The impact of these adjustments would have resulted in a decrease in net loss of $0.1 million and $0.3 million for the three months ended October 31, 2011 and January 31, 2012, respectively. The Company has assessed the impact of these adjustments on the 2012 interim Consolidated Balance Sheets and Consolidated Statements of Comprehensive Income, and has concluded that the adjustments are not material, either individually, or in the aggregate, to the previously reported interim financial statements. On that basis, the Company has recorded the adjustments in the three and nine months ended April 30, 2012.

Reclassification

Certain prior year amounts have been reclassified to conform to the current year presentation.

Recent Accounting Pronouncements

In September 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-08,Intangibles—Goodwill and Other (Topic 350)—Testing Goodwill for Impairment (“ASU 2011-08”), to simplify how entities, both public and nonpublic, test goodwill for impairment. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The Company is currently evaluating the impact of its pending adoption of ASU 2011-08 on its Consolidated Financial Statements. The Company performs a goodwill impairment evaluation at the end of each fiscal year, and the Company does not believe there have been any significant events that could trigger a potential impairment during its third fiscal quarter ended April 30, 2012.The Company will adopt ASU 2011-08 in the fourth quarter of fiscal 2012.

6

In June 2011, the FASB issued ASU No. 2011-05,Comprehensive Income (Topic 220) — Presentation of Comprehensive Income (“ASU 2011-05”), to require an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of equity. The Company adopted this standard in the third quarter of fiscal 2012 by presenting other comprehensive income as a single continuous statement included in the Consolidated Statements of Comprehensive Income. This adoption did not have an impact on the Company’s financial position, results of operations or cash flows.

In May 2011, the FASB issued ASU No. 2011-04,Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (Topic 820) — Fair Value Measurement (“ASU 2011-04”), to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements particularly for Level 3 fair value measurements (as defined in Note 2 below). The Company applied this standard in the third quarter of fiscal 2012, and it had no material impact on the Company’s consolidated financial statements.

2. Fair Value Measurements and Disclosures

ASU 2011-04 defines fair value as the price that would be received upon the sale of an asset or paid to transfer a liability between market participants at the measurement date. The standard assumes that the transaction to sell the asset or transfer the liability occurs in the principal or most advantageous market for the asset or liability, and therefore, establishes that the fair value of an asset or liability should be determined based on the assumptions that market participants would use in pricing the asset or liability under transaction.

The Company determines the fair values of its financial instruments based on the fair value hierarchy established in ASU 2011-04, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The classification of a financial asset or liability within the hierarchy is based upon the lowest level input that is significant to the fair value measurement. The fair value hierarchy prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

Level 3 — Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Such unobservable inputs include an estimated discount rate used in our discounted present value analysis of future cash flows, which reflects our estimate of debt with similar terms in the current credit markets. As there is currently minimal activity in such markets, the actual rate could be materially different.

Cash and cash equivalents consist primarily of bank deposits with third-party financial institutions and highly liquid money market securities with original maturities at date of purchase of 90 days or less and are stated at cost which approximates fair value.

Short-term investments are recorded at fair value, defined as the exit price in the principal market in which the Company would transact representing the amount that would be received to sell an asset in an orderly transaction between market participants.

Level 1 instrument are valued based on quoted market prices in active markets for identical instruments and include the Company’s investments in U.S treasury bills. Level 2 securities are valued using quoted market prices for similar instrument, nonbinding market prices that are corroborated by observable market data, or discounted cash flow techniques and include the Company’s investments in corporate bonds and notes, U.S. government agency securities, and commercial paper. Level 3 instruments are valued based on unobservable inputs that are supported by little or no market activity and reflect the Company’s own assumptions in measuring fair value. The Company classified its contingent rights obligation as Level 3 liability. There were no transfers between different levels during the three months ended April 30, 2012.

7

The following table presents the Company’s fair value measurements that are measured at the estimated fair value, on a recurring basis, categorized in accordance with the fair value hierarchy (in thousands):

As of April 30, 2012	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets
Corporate bonds and notes	$	—	$	40,451	$	—	$	40,451
U.S. government agency securities		—		87,469		—		87,469
U.S. treasury bills		54,954		—		—		54,954
Commercial paper and Certificates of deposits		—		13,580				13,580
Money market funds		29,577		—				29,577
Total cash equivalents and short-term investments	$	84,531	$	141,500	$	—	$	226,031
Cash deposits with third-party financial institutions		90,477		—		—		90,477
Total assets measured and recorded at fair value	$	175,008	$	141,500	$	—	$	316,508
Liabilities
Contingent rights liability related to the Azalea acquisition	$	—	$	—	$	991	$	991
Total liabilities measured and recorded at fair value	$	—	$	—	$	991	$	991

As of July 31, 2011	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets
Corporate bonds and notes	$	—	$	42,020	$	—	$	42,020
U.S. government agency securities		—		40,850		—		40,850
U.S. treasury bills		57,093		—		—		57,093
Commercial paper and Certificates of deposits		—		13,222				13,222
Money market funds		16,722		—				16,722
Total cash equivalents and short-term investments	$	73,815	$	96,092	$	—	$	169,907
Cash deposits with third-party financial institutions		64,051		—		—		64,051
Total assets measured and recorded at fair value	$	137,866	$	96,092	$	—	$	233,958
Liabilities
Contingent rights liability related to the Azalea acquisition	$	—	$	—	$	5,888	$	5,888
Total liabilities measured and recorded at fair value	$	—	$	—	$	5,888	$	5,888

8

The following table represents the change in the contingent rights liability related to the Azalea acquisition (see Note 3 – Acquisitions, for details):

	Level 3 Amount
	(in thousands)
As of July 31, 2011	$	5,888
Adjustments to fair value		(2,992	)
Conversion to shares		(1,905	)
As of April 30, 2012	$	991

3. Acquisitions

Avenda Systems

On November 30, 2011, the Company completed its acquisition of Avenda Systems (“Avenda”), a leading developer of network security solutions. The results of Avenda’s operations have been included in the Consolidated Financial Statements since the acquisition date. The tangible and intangible assets acquired and liabilities assumed were recorded at fair value on the acquisition date.

The purchase price consisted of the following (in thousands, except share and per share data):

Cash	$	23,475
Stock (526,996 shares at $22.77 per share)		12,000
Total consideration	$	35,475

In addition, the Company agreed to incremental cash payments of up to approximately $6.0 million to Avenda’s former employees who became the Company’s employees, which will be made over a period of up to two years from the closing date, subject to certain continued employment restrictions. Approximately $3.0 million of the incremental payments was paid immediately after the acquisition date and was included in the purchase price allocation. The remaining balance of approximately $3.0 million was excluded from the purchase price allocation and will be recorded as compensation expense over the service period.

The purchase price was allocated to the assets acquired and liabilities assumed based on management’s estimates of their fair values on the acquisition date. The excess of the purchase consideration over the fair value of the net assets acquired was allocated to goodwill. Goodwill is not being amortized but reviewed annually for impairment or more frequently if impairment indicators arise. In part, goodwill reflected the benefits the Company expected to realize from the enhancement of Avenda’s solutions to its MOVE architecture, making it simpler and more secure for enterprises to transition to mobile computing and cloud-based applications.

The following table summarizes the purchase price allocation:

(in thousands, except estimated useful lives)
Cash and cash equivalents	$	2,389
Other assets		275
Total tangible assets acquired		2,664
Amortizable intangible assets:				Estimated Useful Lives
Existing technology		12,800		4 to 7 years
Customer contracts		300		5 years
Goodwill		23,604
Total assets acquired		39,368
Liabilities assumed		(1,784	)
Deferred tax liability		(2,109	)
Total	$	35,475

The purchased intangible assets have a weighted average useful life of 5.8 years from the date of the acquisition.

The Company expensed $0.1 million of acquisition-related costs incurred as general and administrative expenses in the Consolidated Statements of Comprehensive Income in the period the expense was incurred.

Based on its evaluation of Avenda’s financial statements, the Company determined that the acquisition does not meet the conditions needed to file separate financial statements and related pro-forma financial statements for the acquisition.

9

Fiscal Year 2011 Acquisitions

On September 2, 2010, the Company completed its acquisition of Azalea Networks (“Azalea”) for a total purchase price of $42.0 million. The purchase price included $28.7 million in stock, $1.8 million in cash, $9.5 million in contingent rights and a $2.0 million advance. The purchase price allocation for this acquisition included $24.8 million of goodwill, $16.1 million of amortizable intangible assets, $0.9 million of in-process research and development intangible assets and $0.2 million of net tangible assets.

On December 3, 2010, the Company completed its acquisition of substantially all of the assets of Amigopod for a total purchase price of $3.0 million which resulted in goodwill of $0.6 million.

The Company has included the financial results of these companies in its consolidated results from their respective acquisition dates.

Contingent Rights Liability

Contingent rights were issued to each Azalea shareholder as part of the purchase consideration. For each share received, the Azalea shareholder also received a right to receive an amount of cash equal to the shortfall generated if a share is sold below the target value within the payment period, as specified in the arrangement. For shares not held in escrow, the payment period began August 1, 2011 and ended on December 31, 2011. The rights related to these shares were subsequently converted to shares after this period. For shares held in escrow, the period for making escrow claims expired on April 1, 2012. The Company made claims against all of the escrow shares prior to the claim period expiration, and currently the escrow shares remain in escrow pending the resolution of the Company’s claims. The rights related to the escrow shares are subject to forfeiture in certain circumstances. At the acquisition date, the Company recorded a liability for the estimated fair value of the contingent rights of $9.5 million. This liability was estimated using a lattice model and was based on significant inputs not observed in the market and thus represented a Level 3 instrument. Level 3 instruments are valued based on unobservable inputs that are supported by little or no market activity and reflect the Company’s own assumptions in measuring fair value. The inputs included:

• stock price as of the valuation date;

• strike price of the contingent right;

• maximum payoff per share;

• number of shares held in and outside of escrow;

• exercise period;

• historical volatility of the Company’s stock price based on weekly stock price returns; and

• risk-free rate interpolated from the Constant Maturity Treasury Rate.

The change in fair value from the acquisition date to April 30, 2012 was primarily driven by changes in the Company’s stock price, the approaching settlement date and the claim activities that have taken place. Gains and losses on the re-measurement of the contingent rights liability are included in other income (expense), net. As the fair value of the contingent rights liability will largely be determined based on the Company’s closing stock price as of future fiscal period-ends, it is not possible to determine a probable range of possible outcomes of the valuation of the contingent rights liability. However, as of April 30, 2012, the maximum contingent rights liability will be no more than $1.9 million related to the shares still held in escrow, as defined in the acquisition agreement.

4. Goodwill and Intangible Assets

The following table presents details of the Company’s goodwill:

	Amount
	(in thousands)
As of July 31, 2011	$	33,143
Goodwill acquired in acquisition		23,604
As of April 30, 2012	$	56,747

10

The following table presents details of the Company’s total purchased intangible assets:

	Estimated Useful Lives	Gross Value		Accumulated Amortization			Net Value
	(in thousands, except estimated useful lives)
As of April 30, 2012
Existing technology	4 to 7 years	$	35,183	$	(14,666	)	$	20,517
In-process research and development	NA		390		—			390
Patents/core technology	4 to 6 years		6,656		(3,872	)		2,784
Customer contracts	6 to 7 years		7,233		(4,020	)		3,213
Support agreements	5 to 6 years		2,917		(2,281	)		636
Tradenames/trademarks	1 to 5 years		750		(643	)		107
Non-compete agreements	2 years		812		(796	)		16
Total		$	53,941	$	(26,278	)	$	27,663

	Estimated Useful Lives	Gross Value		Accumulated Amortization			Net Value
	(in thousands, except estimated useful lives)
As of July 31, 2011
Existing technology	4 to 5 years	$	22,383	$	(10,595	)	$	11,788
In-process research and development	NA		1,020		—			1,020
Patents/core technology	4 to 6 years		6,026		(3,110	)		2,916
Customer contracts	6 to 7 years		6,933		(3,137	)		3,796
Support agreements	5 to 6 years		2,917		(1,849	)		1,068
Tradenames/trademarks	1 to 5 years		750		(529	)		221
Non-compete agreements	2 years		812		(758	)		54
Total		$	40,841	$	(19,978	)	$	20,863

Amortization expense is recorded in the Consolidated Statements of Comprehensive Income under the following:

	Three months ended April 30,				Nine months ended April 30,
	2012		2011		2012		2011
	(in thousands)				(in thousands)
Cost of product revenue	$	1,723	$	1,558	$	4,436	$	4,310
Cost of professional services and support revenue		135		135		405		405
Sales and marketing		353		375		1,459		1,057
Total amortization expense	$	2,211	$	2,068	$	6,300	$	5,772

The following table consists of estimated future amortization expense of purchased intangible assets as of April 30, 2012. However, the purchased intangible assets include in-process research and development assets of $0.4 million as of April 30, 2012, that will be amortized when the projects related to those assets are complete. These assets are expected to be placed into service during the fourth quarter of fiscal 2012 and will be amortized over their remaining useful life.

	Amount
	(in thousands)
Remaining three months of fiscal 2012	$	1,905
Years ending July 31,
2013		7,429
2014		6,721
2015		5,949
2016		2,827
Thereafter		2,832
Total	$	27,663

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5. Net Income (Loss) Per Common Share

Basic net income (loss) per common share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is calculated by giving effect to all potentially dilutive common shares, including stock options and awards, unless the result is anti-dilutive. The following tables set forth the computation of net income (loss) per share:

	Three months ended April 30,				Nine months ended April 30,
	2012		2011		2012			2011
	(in thousands, except per share data)				(in thousands, except per share data)
Net income (loss)	$	6,028	$	3,201	$	(5,821	)	$	2,503
Weighted-average common shares outstanding- basic		110,236		102,055		108,086			98,962
Dilutive effect of employee stock plans		11,659		17,312		—			17,327
Weighted-average common shares outstanding- diluted		121,895		119,367		108,086			116,289
Net income (loss) per share- basic	$	0.05	$	0.03	$	(0.05	)	$	0.03
Net income (loss) per share- diluted	$	0.05	$	0.03	$	(0.05	)	$	0.02

For the nine months ended April 30, 2012, approximately 1,846,000 shares available for exercise under the stock option grants have been excluded from calculating diluted weighted shares outstanding, because including them would be anti-dilutive to the net loss per share for that period.

6. Short-term Investments

Short-term investments consist of the following:

	Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)
As of April 30, 2012
Corporate bonds and notes	$	40,332	$	120	$	(1	)	$	40,451
U.S. government agency securities		87,399		81		(11	)		87,469
U.S. treasury bills		54,905		49		—			54,954
Commercial paper		8,282		—		—			8,282
Certificates of deposit		5,298		2		(2	)		5,298
Total short-term investments	$	196,216	$	252	$	(14	)	$	196,454

	Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)
As of July 31, 2011
Corporate bonds and notes	$	41,912	$	118	$	(10	)	$	42,020
U.S. government agency securities		40,824		33		(7	)		40,850
U.S. treasury bills		57,026		72		(5	)		57,093
Commercial paper		5,590		2		—			5,592
Certificates of deposit		7,618		12		—			7,630
Total short-term investments	$	152,970	$	237	$	(22	)	$	153,185

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The cost basis and fair value of debt securities by contractual maturity are presented below:

	Cost Basis		Fair Value
	(in thousands)
As of April 30, 2012
One year or less	$	107,230	$	107,353
More than one year		88,986		89,101
Total short-term investments	$	196,216	$	196,454

	Cost Basis		Fair Value
	(in thousands)
As of July 31, 2011
One year or less	$	60,255	$	60,358
More than one year		92,715		92,827
Total short-term investments	$	152,970	$	153,185

The Company reviews the individual securities in its portfolio to determine whether a decline in a security’s fair value below the amortized cost basis is other-than-temporary. The Company determined that as of April 30, 2012 and July 31, 2011, there were no investments in its portfolio that were other-than-temporarily impaired.

The following table summarizes the fair value and gross unrealized losses of the Company’s investments with unrealized losses aggregated by type of investment instrument and length of time that individual securities have been in a continuous unrealized loss position:

	Less than 12 Months
	Fair Value		Unrealized Loss
	(in thousands)
As of April 30, 2012
Corporate bonds and notes	$	23,243	$	(1	)
Certificates of deposit		5,298		(2	)
Total	$	28,541	$	(3	)

	Less than 12 Months
	Fair Value		Unrealized Loss
	(in thousands)
As of July 31, 2011
Corporate bonds and notes	$	6,264	$	(10	)
U.S. government agency securities		11,576		(7	)
U.S. treasury bills		10,029		(5	)
Total	$	27,869	$	(22	)

As of April 30, 2012 and July 31, 2011, no securities were in a continuous unrealized loss position for more than twelve months.

7. Balance Sheet Components

The following tables provide details of selected balance sheet items:

	April 30, 2012		July 31, 2011
	(in thousands)
Inventory, net
Raw materials	$	303	$	259
Finished goods		20,243		29,636
Total	$	20,546	$	29,895

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	April 30, 2012		July 31, 2011
	(in thousands)
Accrued Liabilities
Compensation and benefits	$	15,278	$	21,618
Inventory		11,300		16,704
Marketing		13,242		10,294
Contingent rights		991		5,888
Other		13,422		6,957
Total	$	54,233	$	61,461

8. Property and Equipment, Net

Property and equipment, net consists of the following:

	Estimated Useful Lives	April 30, 2012			July 31, 2011
	(in thousands, except estimated useful lives)
Computer equipment	2 years	$	13,981		$	13,613
Computer software	2 to 5 years		7,248			6,134
Machinery and equipment	2 years		17,946			13,051
Furniture and fixtures	5 years		5,397			3,590
Leasehold improvements	1 to 6 years		3,541			2,844
Total property and equipment, gross			48,113			39,232
Less: Accumulated depreciation and amortization			(30,412	)		(24,460	)
Total property and equipment, net		$	17,701		$	14,772

9. Deferred Revenue

Deferred revenue consists of the following:

	April 30, 2012		July 31, 2011
	(in thousands)
Product	$	25,209	$	14,356
Professional services and support		44,962		39,640
Ratable product and related services and support		807		455
Total deferred revenue, current		70,978		54,451
Professional services and support, non-current		19,694		13,787
Ratable product and related services and support, non-current		666		213
Total deferred revenue, non-current		20,360		14,000
Total deferred revenue	$	91,338	$	68,451

Deferred product revenue relates to arrangements where not all revenue recognition criteria have been met. The increase in deferred product revenue from July 31, 2011 to April 30, 2012 was primarily due to the timing of orders from the Company’s value added distributors (“VADs”) replenishing their stock to fulfill expected future orders. Deferred professional services and support revenue primarily represents customer payments made in advance for support contracts. Support contracts are typically billed on an annual basis in advance and revenue is recognized ratably over the support period, typically one to five years.

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10. Income Taxes

The Company’s effective tax rate was (105.8)% and 164.2% for the three and nine months ended April 30, 2012, respectively. The Company’s income tax provision consists of federal, foreign, and state income taxes. The benefit from income taxes was $3.1 million for the three months ended April 30, 2012, and the provision for income taxes was $14.9 million for the nine months ended April 30, 2012. The Company recognized a tax provision benefit in the three months ended April 30, 2012 as a result of changes in its annual forecast of income before taxes. The increase in the annual forecast of income before taxes resulted in a greater proportion of projected annual tax expense to be recognized in the six months ended January 31, 2012, relative to the proportion recognized in the nine months ended April 30, 2012.

The Company’s effective tax rate differs from the federal statutory rate of 35% due to state taxes and significant permanent differences. Significant permanent differences arise primarily from taxes in foreign jurisdictions with a tax rate different than the U.S. federal statutory rate, stock-based compensation expense, research and development (“R&D”) credits, certain acquisition related items, and the amortization of deferred tax charges related to the intercompany sale of intellectual property rights. In addition, prior to the fourth quarter of fiscal 2011, the Company maintained a full valuation allowance against the Company’s net deferred tax assets. In the fourth quarter of fiscal 2011, the Company recorded a tax benefit of $72.8 million which was largely attributed to the release of its valuation allowances and the recording of the associated net deferred tax assets on its Consolidated Balance Sheets. During the first nine months of fiscal 2012, the Company utilized a portion of its net operating loss carry forwards and R&D credits and recorded the associated change in net deferred tax assets on its Consolidated Balance Sheets.

The Company also recorded a deferred charge during the first quarter of fiscal 2012 related to the deferral of income tax expense on intercompany profits that resulted from the sale of its intellectual property rights outside of North and South America to its Irish subsidiary. As of April 30, 2012, the deferred charge included in Prepaid and other assets was $7.5 million and the amount included in Other assets was $11.9 million. The deferred charge will be amortized as a component of income tax expense over the three to five year economic life of the intellectual property.

11. Equity Incentive Plans

Stock Option Activity

The following table summarizes the information about shares available for grant and outstanding stock option activity:

				Options Outstanding
	Shares Available for Grant			Number of Shares			Weighted Average Exercise Price per Share		Weighted Average Fair Value per Share		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
As of July 31, 2011		274,103			18,164,944		$	6.59				5.0	$	297,688,111
Shares reserved for issuance		5,245,243			—
Restricted stock awards granted		(4,922,365	)		—
Restricted stock awards forfeited		1,015,314			—
Options granted		(177,568	)		177,568			23.71	$	13.08
Options exercised		—			(3,144,871	)		5.67						51,113,648
Options cancelled		876,389			(845,030	)		10.79
Shares expired		(9,870	)		(31,359	)		11.38
As of April 30, 2012		2,301,246			14,321,252		$	6.75				4.2	$	208,190,698

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Restricted Stock Award Activity

The following table summarizes the non-vested restricted stock awards outstanding:

	Shares			Weighted Average Grant Date Fair Value per Share
As of July 31, 2011		5,093,839		$	20.98
Awards granted		4,922,365			22.56
Awards vested		(2,454,885	)		21.07
Awards forfeited		(1,015,314	)		20.71
As of April 30, 2012		6,546,005		$	22.18

Fair Value Disclosures

The fair value of each option grant is estimated on the date of grant using the Black-Scholes model with the following weighted average assumptions:

Employee Stock Options

	Three months ended April 30,				Nine months ended April 30,
	2012		2011		2012			2011
Risk-free interest rate		—		—		1.2	%		1.6	%
Expected term (in years)		—		—		4.0			4.0
Dividend yield		—		—		0	%		0	%
Volatility		—		—		74	%		71	%

No stock options were granted during the three months ended April 30, 2012 and 2011.

Employee Stock Purchase Plan

	Three and nine months ended April 30,
	2012	2011
Risk-free interest rate	0.1% to 0.3%	0.2% to 0.7%
Expected term (in years)	0.5 to 2.0	0.5 to 2.0
Dividend yield	0%	0%
Volatility	56% to 77%	50% to 56%

Stock-based Compensation Expenses

The following table presents stock-based compensation expense by award-type:

	Three months ended April 30,				Nine months ended April 30,
	2012		2011		2012		2011
	(in thousands)				(in thousands)
Stock options	$	3,982	$	4,743	$	13,393	$	14,457
Stock awards		13,775		11,589		42,477		27,074
Employee stock purchase plan		2,027		1,263		6,103		4,297
Total	$	19,784	$	17,595	$	61,973	$	45,828

12. Segment Information and Significant Customers

The Company operates in one reportable segment—selling fixed and modular mobility controllers, wired and wireless access points, and related software and services.

A reportable segment is defined as a component of an enterprise for which separate financial information is available and is evaluated regularly by the chief operating decision maker, or decision making group, for resource allocation and for assessing performance. The Company’s chief operating decision maker is its chief executive officer (“CEO”), who reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Since the Company has one business segment, the Company reports a single operating segment and the CEO evaluates performance based primarily on revenue in the geographic locations in which the Company operates. Revenue is attributed by geographic location based on the ship-to location of the Company’s customers. The Company’s assets are primarily located in the U.S. and not allocated to any specific region.

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The following presents total revenue by geographic region:

	Three months ended April 30,				Nine months ended April 30,
	2012		2011		2012		2011
	(in thousands)				(in thousands)
United States	$	77,445	$	62,238	$	235,092	$	174,377
Europe, Middle East and Africa		24,443		18,527		67,092		47,384
Asia Pacific		25,646		21,592		64,362		51,267
Rest of World		4,360		3,394		10,975		9,728
Total	$	131,894	$	105,751	$	377,521	$	282,756

The following table presents significant channel partners contributing revenue in excess of 10% of total revenue (* indicates less than 10%):

	Three months ended April 30,						Nine months ended April 30,
	2012			2011			2012			2011
ScanSource, Inc. (Catalyst)		21.0	%		17.7	%		20.3	%		18.3	%
Avnet Logistics U.S. LP		12.8	%		15.2	%		13.7	%		15.1	%
Alcatel-Lucent		*			15.1	%		*			14.2	%

13. Commitments and Contingencies

Legal Matters

The Company is involved in disputes, litigation, and other legal actions. While the Company currently believes that there are no existing claims or proceedings that are likely to have a material adverse effect on its financial position, the outcome of these matters is currently not determinable. There are many uncertainties associated with any litigation and these actions or other third-party claims against the Company may cause the Company to incur costly litigation and/or substantial settlement charges. In addition, the resolution of any patent related litigation may require the Company to make royalty payments, which could adversely affect gross margins in future periods. If any of those events were to occur, the Company’s business, financial condition, results of operations, and cash flows could be adversely affected. The actual liability in any such matters may be materially different from the Company’s estimates, which could result in the need to adjust the liability and record additional expenses.

Lease Obligations

The Company leases office spaces under non-cancelable operating leases with various expiration dates through March 2017. The terms of certain operating leases provide for rental payments on a graduated scale. Future minimum lease payments under non-cancelable operating leases are as follows:

	Operating Leases
	(in thousands)
Remaining three months of fiscal 2012	$	1,421
Year ending July 31,
2013		5,360
2014		5,080
2015		4,864
2016		4,354
Thereafter		710
Total minimum payments	$	21,789

Non-cancelable purchase commitments

The Company outsources the production of its hardware to third-party contract manufacturers and enters into various inventory-related purchase commitments with these manufacturers and other suppliers. The Company had $17.7 million and $29.7 million in non-cancelable purchase commitments with these manufacturers and other suppliers as of April 30, 2012 and July 31, 2011, respectively. The Company expects to sell all products that it has committed to purchase from these manufacturers and other suppliers.

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Warranties

The warranty liability is included as a component of accrued liabilities on the Consolidated Balance Sheets. Changes in the warranty liability are as follows:

	Warranty Amount
	(in thousands)
As of July 31, 2011	$	404
Provision		645
Obligations fulfilled during period		(374	)
As of April 30, 2012	$	675

	Warranty Amount
	(in thousands)
As of July 31, 2010	$	210
Provision		298
Obligations fulfilled during period		(182	)
As of April 30, 2011	$	326

14. Subsequent Events

On May 23, 2012, the Company completed the acquisition of a wireless technology company in consideration for $5.5 million payable in cash and Company stock.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include, among other things, statements concerning our expectations:

• that revenue from our indirect channels will continue to constitute a significant majority of our future revenue;

• that our product offerings will enable broader networking initiatives by both our current and potential customers;

• that international revenue will increase in absolute dollars and remain consistent or increase as a percentage of total revenue in fiscal 2012 compared to fiscal 2011;

• that we will continue to hire employees throughout the company;

• that we will continue to invest significantly in our research and development efforts;

• that research and development expenses for fiscal 2012 will increase on an absolute dollar basis and decrease as a percentage of revenue compared to fiscal 2011;

• regarding continued momentum in our rightsizing initiative;

• that sales and marketing expenses for fiscal 2012 will continue to be our most significant operating expense and will increase on an absolute dollar basis and decrease as a percentage of revenue compared to fiscal 2011;

• that general and administrative expenses for fiscal 2012 will increase on an absolute dollar basis and decrease as a percentage of revenue compared to fiscal 2011;

• that ratable product and related professional services and support revenue will decrease in absolute dollars and as a percentage of total revenue in future periods;

• that, as we expand internationally, we may incur additional costs to conform our products to comply with local laws and product specifications, and we plan to continue to hire additional personnel to support our growing international customer base;

• regarding the sufficiency of our existing cash, cash equivalents, short-term investments and cash generated from operations; and

• that we will increase our market penetration and extend our geographic reach through our network of channel partners,

as well as other statements regarding our future operations, financial condition, prospects and business strategies. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this report, and in particular, the risks discussed under the heading “Risk Factors” in Part II, Item 1A of this report and those discussed in other documents we file with the Securities and Exchange Commission. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

The following discussion and analysis of our financial condition and results of operations should be read together with our Consolidated Financial Statements and related notes included elsewhere in this report.

Overview

We are a global leader in distributed enterprise networks that securely connect local and remote users to corporate IT resources. Our award-winning portfolio of campus, branch office, teleworker, and mobile solutions simplify operations and provide secure access to all corporate applications and services — regardless of a user’s device, location, or network. The result is improved productivity and lower capital and operating costs.

Our product portfolio includes Aruba Mobility Controllers, wireless 802.11n access points, Mobility Access Switches, the AirWave™Network Management suite, the ClearPass Access Management System™, outdoor mesh routers, remote access solutions and virtual private network (VPN) client software. Our MOVE architecture integrates wireless, wired and remote silos into one cohesive access solution enabled by cloud based mobility services. Access privileges are context aware, meaning they are based on user, device, application and location, and this dictates the type of network resources each person is entitled to access. These products are key to our network rightsizing initiative which allows companies to move toward a low-cost IT infrastructure solution by funding wireless projects rather than wired LANs.

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Our products have been sold to over 20,000 customers worldwide (not including customers of Alcatel-Lucent), including some of the largest and most complex global organizations. We have implemented a two-tier distribution model in most areas of the world, including the United States, with value added distributors (“VADs”) and original equipment manufacturers (“OEM’s”) selling our portfolio of products, including a variety of our support services, to a diverse number of value added resellers (“VARs”). Our focus continues to be management of our channel including selection and growth of high prospect partners, activation of our VARs and VADs through active training and field collaboration, and evolution of our channel programs in consultation with our partners.

Major Trends Affecting Our Financial Results

Worldwide Economic Conditions

Our business depends on the overall demand for IT spending and on the economic health and general willingness of our current and prospective customers to make capital commitments. If the conditions in the U.S. and Europe, as well as the global economic environment remain uncertain or continue to be volatile, or if they deteriorate further, our business, operating results, and financial condition may be materially adversely affected. Economic weakness, customer financial difficulties and constrained spending on IT initiatives have resulted, and may in the future result, in challenging and delayed sales cycles and could negatively impact our ability to forecast future periods. In particular, we cannot be assured of the level of IT spending, the deterioration of which could have a material adverse effect on our results of operations and growth rates.

Revenue

Our ability to increase our product revenue will depend significantly on continued growth in the market for enterprise mobility and remote networking solutions, continued acceptance of our products in the marketplace, our ability to continue to attract new customers, our ability to compete, the willingness of customers to displace wired networks with wireless LANs, and our ability to continue to sell into our installed base of existing customers. Our growth in support revenue is dependent upon increasing the number of products under support contracts, which is dependent on both growing our installed base of customers and renewing existing support contracts. Our future profitability and rate of growth, if any, will also be directly affected by the timing and size of orders, product and channel mix, average selling prices, costs of our products, our ability to effectively implement and generate incremental business from our two-tier distribution model, general economic conditions, and the extent to which we invest in our sales and marketing, research and development, and general and administrative resources.

The revenue growth that we have experienced has been driven primarily by an expansion of our customer base coupled with increased purchases from existing customers. We believe the growth we have experienced is the result of business enterprises and other organizations needing to provide secure mobility to their users in a manner that we believe is more cost effective than the traditional approach of using port-centric networks. We believe that our product offerings will enable broader networking initiatives by both our current and potential customers in the future. Each quarter, our ability to meet our product revenue expectations is dependent upon (1) new orders received, shipped, and recognized in a given quarter, (2) the amount of orders booked but not shipped in prior quarters that are shipped and revenue recognized in the current quarter, and (3) the amount of deferred revenue entering a given quarter that can be recognized as revenue in that quarter. Our product deferred revenue is comprised of:

• product orders that have shipped but where the terms of the agreement, typically with our large customers, contain acceptance terms and conditions or other terms that require that the revenue be deferred until all revenue recognition criteria are met; and

• product orders shipped to our VADs and OEMs for which we have not yet received persuasive evidence from the VADs or OEMs of a sale to an end customer.

We typically ship products within a reasonable time period after the receipt of an order.

Costs and Expenses

Operating expenses consist of research and development, sales and marketing, and general and administrative expenses. Personnel-related costs are the most significant component of each of these categories, and consist of salaries, benefits and incentive compensation for our employees, including commissions for sales personnel and stock-based compensation for all employees. Our total headcount decreased to 1,166 at April 30, 2012 from 1,193 at January 31, 2012 but increased from 1,057 at July 31, 2011. The decrease in our headcount at April 30, 2012, compared to January 31, 2012 was primarily due to the timing of employee attrition. Like all elements of our cost structure, we manage our headcount to meet our overall operating objectives. In some quarters, this may result in a decrease in overall headcount. Going forward, we expect to continue to hire employees throughout the company to support our growth.

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Acquisition of Avenda Systems

On November 30, 2011, we completed our acquisition of Avenda Systems (“Avenda”). The total purchase price was $33.1 million, net of cash acquired. The purchase price includes $21.1 million in net cash and $12.0 million in common stock. As part of the acquisition, we recorded $13.1 million of intangible assets and $23.6 million of goodwill.

Revenue, Cost of Revenue and Operating Expenses

Revenue

We derive our revenue from sales of our ArubaOS operating system, controllers, wireless access points, switches, application software modules, multi-vendor management solution software, and professional services and support. Professional services revenue consists of consulting and training services. Consulting services primarily consist of installation support services. Training services are instructor led courses on the use of our products. Support services typically consist of software updates, on a when-and-if available basis, telephone and internet access to technical support personnel and hardware support. We provide customers with rights to unspecified software product upgrades and to maintenance releases and patches released during the term of the support period.

We sell our products directly through our sales force and indirectly through VADs, VARs, and OEMs. We expect revenue from indirect channels to continue to constitute a significant majority of our future revenue.

We sell our products to channel partners and end customers located worldwide. We continue to expand into international locations and introduce our products in new markets, and we expect international revenue to increase in absolute dollars and remain approximately consistent as a percentage of total revenue in fiscal 2012 compared to fiscal 2011. For more information about our international revenue, see Note 12 of the Notes to Consolidated Financial Statements.

Cost of Revenue

Cost of product revenue consists primarily of manufacturing costs for our products, shipping and logistics costs, and expenses for inventory obsolescence and warranty obligations. We utilize third parties to manufacture our products and perform shipping logistics. We have outsourced the substantial majority of our manufacturing, repair and supply chain operations. Accordingly, the substantial majority of our cost of revenue consists of payments to our contract manufacturers. Our contractor manufacturers produce our products in China and Singapore using quality assurance programs and standards that we jointly established. Manufacturing, engineering and documentation controls are conducted at our facilities in Sunnyvale, California, Bangalore, India and Beijing, China. Cost of product revenue also includes amortization expense from our purchased intangible assets.

Cost of professional services and support revenue is primarily comprised of personnel costs, including stock-based compensation, of providing technical support, including personnel costs associated with our internal support organization. In addition, we engage a third-party support vendor to complement our internal support resources, the costs of which are included within costs of professional services and support revenue.

Gross Margin

Our gross margin has been, and will continue to be, affected by a variety of factors, including:

• the proportion of our products that are sold through direct versus indirect channels;

• product mix and average selling prices, in particular the mix between our software solutions, access points, mobility controllers and mobile access switches;

• new product introductions, such as our MOVE architecture, ClearPass and our outdoor mesh network products, and product enhancements made by us as well as those made by our competitors;

• pressure to discount our products in response to our competitor’s discounting practices;

• mix of revenue attributed to various geographic regions;

• demand for our products and services;

• our ability to attain volume manufacturing pricing from our contract manufacturers and our component suppliers;

• losses associated with excess and obsolete inventory;

• growth in our headcount and other related costs incurred in our customer support organization;

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• costs associated with manufacturing overhead;

• our ability to manage freight costs; and

• amortization expense from our purchased intangible assets.

Due to higher net effective discounts for products sold through our indirect channel, our overall gross margins for indirect channel sales are typically lower than those associated with direct sales. We expect product revenue from our indirect channel to continue to constitute a significant majority of our total revenue, which, by itself, negatively impacts our gross margins.

Research and Development Expenses

Research and development expenses primarily consist of personnel costs and facilities costs. We expense research and development expenses as incurred. We are devoting substantial resources to the continued development of additional functionality for existing products and the development of new products. We intend to continue to invest significantly in our research and development efforts because we believe it is essential to maintaining our competitive position. For fiscal 2012, we expect research and development expenses to increase on an absolute dollar basis and decrease as a percentage of revenue compared to fiscal 2011.

Sales and Marketing Expenses

Sales and marketing expenses represent the largest component of our operating expenses and primarily consist of personnel costs, sales commissions, marketing programs and facilities costs. A portion of our amortization expense related to our purchased intangible assets is also included in sales and marketing expenses. Marketing programs are intended to generate revenue from new and existing customers and are expensed as incurred. We plan to continue to invest strategically in sales and marketing with the intent to add new customers and increase penetration within our existing customer base, expand our domestic and international sales and marketing activities, build brand awareness and sponsor additional marketing events. We expect future sales and marketing expenses to continue to be our most significant operating expense. Generally, sales personnel are not immediately productive, and thus, the increase in sales and marketing expenses that we experience as we hire additional sales personnel is not expected to immediately result in increased revenue. As a result, these expenses will reduce our operating margins until such sales personnel become productive. Accordingly, the timing of sales personnel hiring and the rate at which they become productive will affect our future performance. For fiscal 2012, we expect sales and marketing expenses to increase on an absolute dollar basis and decrease as a percentage of revenue compared to fiscal 2011.

General and Administrative Expenses

General and administrative expenses primarily consist of personnel and facilities costs related to our executive, finance, human resource, and legal organizations, as well as insurance and investor relations. Further, our general and administrative expenses include professional services consisting of outside legal, audit, and Sarbanes-Oxley compliance. We have incurred in the past, and may continue to incur, significant legal costs defending ourselves against claims made by third parties. These expenses are expected to continue as part of our ongoing operations and, depending on the timing and outcome of lawsuits and the legal process, could have a significant impact on our financial statements. For fiscal 2012, we expect general and administrative expenses to increase on an absolute dollar basis and decrease as a percentage of revenue compared to fiscal 2011.

Other Income (Expense), net

Other income (expense), net includes interest income on cash balances, accretion of discount or amortization of premium on short-term investments, losses or gains on re-measurement of non-U.S. dollar transactions into U.S. dollars, and in connection with our acquisition of Azalea Networks (“Azalea”) in September 2010, changes in the fair value of our contingent rights liability.

Critical Accounting Policies

Our Consolidated Financial Statements are prepared in accordance with U.S. GAAP. These accounting principles require us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the Consolidated Financial Statements, as well as the reported amounts of revenue and expenses during the periods presented. We believe that these estimates and assumptions that we rely on, are reasonable, based on information available to us at the time that these estimates and assumptions are made. To the extent there are material differences between these estimates and actual results, our Consolidated Financial Statements will be affected. The accounting policies that reflect our more significant estimates and judgments and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results include revenue recognition, stock-based compensation, inventory valuation, allowances for doubtful accounts, income taxes, and goodwill and purchased intangible assets. Our critical accounting policies are disclosed in our Form 10-K for the year ended July 31, 2011. There were no material changes to our critical accounting policies during the third quarter of fiscal 2012.

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Results of Operations

The following table presents our historical operating results as a percentage of revenue for the periods indicated:

	Three months ended April 30,						Nine months ended April 30,
	2012			2011			2012			2011
Revenue:
Product		83.8	%		84.6	%		84.1	%		84.1	%
Professional services and support		16.0	%		15.3	%		15.7	%		15.8	%
Ratable product and related professional services and support		0.2	%		0.1	%		0.2	%		0.1	%
Total revenue		100.0	%		100.0	%		100.0	%		100.0	%
Cost of revenue:
Product		25.8	%		28.3	%		25.6	%		26.9	%
Professional services and support		4.2	%		4.0	%		4.0	%		3.8	%
Ratable product and related professional services and support		0.0	%		0.0	%		0.0	%		0.0	%
Gross margin		70.0	%		67.7	%		70.4	%		69.3	%
Operating expenses:
Research and development		20.7	%		21.5	%		21.1	%		21.8	%
Sales and marketing		37.9	%		38.7	%		38.5	%		39.3	%
General and administrative		8.9	%		9.8	%		9.4	%		9.8	%
Total operating expenses		67.5	%		70.0	%		69.0	%		70.9	%
Operating margin		2.5	%		(2.3	%)		1.4	%		(1.6	%)
Other income (expense), net
Interest income		0.2	%		0.3	%		0.2	%		0.3	%
Other income (expense), net		(0.4	%)		5.3	%		0.8	%		2.5	%
Income before income taxes		2.3	%		3.3	%		2.4	%		1.2	%
Provision for (benefits from) income taxes		(2.3	%)		0.3	%		3.9	%		0.3	%
Net income (loss)		4.6	%		3.0	%		(1.5	%)		0.9	%

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Revenue

The following table presents our revenue, by revenue source, for the periods presented:

	Three months ended April 30,						Nine months ended April 30,
	2012			2011			2012			2011
	(dollars in thousands)						(dollars in thousands)
Total revenue	$	131,894		$	105,751		$	377,521		$	282,756
Type of revenue:
Product	$	110,531		$	89,415		$	317,632		$	237,719
Professional services and support		21,111			16,186			59,286			44,588
Ratable product and related professional services and support		252			150			603			449
Total revenue	$	131,894		$	105,751		$	377,521		$	282,756
% revenue by type:
Product		83.8	%		84.6	%		84.1	%		84.1	%
Professional services and support		16.0	%		15.3	%		15.7	%		15.8	%
Ratable product and related professional services and support		0.2	%		0.1	%		0.2	%		0.1	%
Revenue by geography:
United States	$	77,445		$	62,238		$	235,092		$	174,377
Europe, the Middle East and Africa		24,443			18,527			67,092			47,384
Asia Pacific		25,646			21,592			64,362			51,267
Rest of World		4,360			3,394			10,975			9,728
Total revenue	$	131,894		$	105,751		$	377,521		$	282,756
% revenue by geography:
United States		58.7	%		58.9	%		62.3	%		61.7	%
Europe, the Middle East and Africa		18.5	%		17.5	%		17.8	%		16.8	%
Asia Pacific		19.5	%		20.4	%		17.0	%		18.1	%
Rest of World		3.3	%		3.2	%		2.9	%		3.4	%
Total revenue by sales channel:
Indirect	$	121,291		$	99,932		$	347,735		$	262,042
Direct		10,603			5,819			29,786			20,714
Total revenue	$	131,894		$	105,751		$	377,521		$	282,756
% revenue by sales channel:
Indirect		92.0	%		94.5	%		92.1	%		92.7	%
Direct		8.0	%		5.5	%		7.9	%		7.3	%

During the third quarter of fiscal 2012, total revenue increased $26.1 million, or 24.7%, over the third quarter of fiscal 2011. An increase in product revenue of 23.6% during the third quarter of fiscal 2012 compared to the third quarter of fiscal 2011 drove the overall increase in total revenue. During the first nine months of fiscal 2012, total revenue increased $94.8 million compared to the first nine months of fiscal 2011, also driven by an increase in product revenue of $79.9 million over the same period.

The rapid proliferation of Wi-Fi enabled mobile devices, the increase in demand for multimedia-rich mobility applications, and the rise of both server and desktop virtualization is driving the increase in demand for our products. Our MOVE architecture continues to gain momentum as companies move toward a new access network, resulting in significant growth in the sales of our Access Point products, and an increase in hardware product sales. We continue to add new customers each quarter, our cumulative customer total is over 20,000 (not including customers of Alcatel-Lucent).

Professional services and support revenue increased 30.4% during the third quarter of fiscal 2012 compared to the same period in fiscal 2011, and 33.0% during the first nine months of fiscal 2012 compared to the same period in fiscal 2011. This increase is primarily a result of both increased product and first year support sales, and the renewal of support contracts by existing customers as our customer base continues to grow.

Ratable product and related professional services and support revenue increased slightly during the third quarter and first nine months of fiscal 2012 compared to the same periods in fiscal 2011 primarily due to new billings during the third quarter of fiscal 2012 associated with legacy Azalea transactions that met customer acceptance requirements during the quarter. These legacy Azalea transactions were shipped prior to our acquisition of Azalea, but not all revenue recognition criteria had been satisfied. We expect ratable product and related professional services and support revenue to continue to decrease in absolute dollars and as a percentage of total revenue in future periods.

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Revenue from our indirect sales channel increased during the third quarter of fiscal 2012 compared to the third quarter of fiscal 2011 but decreased as a percentage of revenue as we recognized revenue from a few large, direct customers during the third quarter of fiscal 2012, which lowered the percentage of revenue attributed to indirect customers as a percentage of total revenue. During the first nine months of fiscal 2012, the percentage of revenue from our indirect customers decreased slightly from the first nine months of fiscal 2011 and was in our normal range. Going forward, we expect to continue to derive a significant majority of our total revenue from indirect channels as we continue to focus on improving the efficiency of marketing and selling our products through these channels.

Revenue from shipments to locations outside the United States increased during the third quarter and the first nine months of fiscal 2012 compared to the same periods of fiscal 2011 due to increased demand across all non-U.S. regions. In terms of actual dollars, our international revenue increased 25.1% and 31.4% during the three and nine months ended April 30, 2012, respectively, when compared to the same periods ended Aril 30, 2011. As a percentage of total revenue, the mix of U.S. and international revenue was relatively flat during the comparable three and nine months ended April 30, 2012 and 2011. We continue to expand into international locations and introduce our products in new markets, and we expect international revenue to increase in absolute dollars and remain approximately consistent as a percentage of total revenue in fiscal 2012 compared to fiscal 2011.

Cost of Revenue and Gross Margin

	Three months ended April 30,						Nine months ended April 30,
	2012			2011			2012			2011
	(dollars in thousands)						(dollars in thousands)
Total revenue	$	131,894		$	105,751		$	377,521		$	282,756
Cost of product	$	34,014		$	29,964		$	96,535		$	76,199
Cost of professional services and support		5,484			4,167			15,060			10,615
Cost of ratable product and related professional services and support		13			—			13			10
Total cost of revenue		39,511			34,131			111,608			86,824
Gross profit	$	92,383		$	71,620		$	265,913		$	195,932
Gross margin		70.0	%		67.7	%		70.4	%		69.3	%

During the third quarter and first nine months of fiscal 2012, total cost of revenue increased 15.8% and 28.5%, respectively, compared to the same periods in fiscal 2011. These increases were primarily due to the corresponding increase in our product revenue. The substantial majority of our cost of product revenue consists of payments to our contract manufacturers.

Cost of professional services and support revenue increased 31.6% and 41.9% during the third quarter and first nine months of fiscal 2012, respectively, compared to the same periods in fiscal 2011. These increases were primarily due to a $1.0 million and $3.6 million increase in personnel related costs, and a $0.5 million and $1.3 million increase in outside services; for the third quarter and first nine months of fiscal 2012, respectively.

As we expand internationally, we may incur additional costs to conform our products to comply with local laws or local product specifications. In addition, we plan to continue to hire additional personnel to support our growing international customer base which would increase our cost of professional services and support.

Gross margins increased 230 basis points to 70.0%, during the third quarter of fiscal 2012 compared to 67.7% in the third quarter of fiscal 2011. This increase is primarily due to improved access point gross margins, and our ratio of direct to indirect sales. During the first nine months of fiscal 2012, gross margin increased 110 basis points to 70.4%, compared to 69.3% in the first nine months of fiscal 2011 due to increased margins on product revenue and service and support revenue.

Research and Development Expenses

	Three months ended April 30,						Nine months ended April 30,
	2012			2011			2012			2011
	(dollars in thousands)						(dollars in thousands)
Research and development expenses	$	27,383		$	22,799		$	79,776		$	61,521
Percent of total revenue		20.8	%		21.5	%		21.1	%		21.8	%

During the third quarter of fiscal 2012, research and development expenses increased 20.1% compared to the third quarter of fiscal 2011, primarily due to an increase of $3.1 million in personnel and related costs, including an increase in salaries and wages of $2.6 million and an increase in stock-based compensation and payroll taxes of $0.5 million. The increase is directly related to an increase in headcount of 26 employees. Expenses for consulting and outside agency expenses increased $0.9 million primarily due to costs associated with our product development effort. Depreciation expenses increased $0.5 million as we continue to purchase tooling and equipment to support our research and development efforts. Facilities and IT-related expenses related to our worldwide research and development efforts also increased $0.4 million due to increased allocations which were previously classified in General and Administrative expenses.

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During the first nine months of fiscal 2012, research and development expenses increased 29.7% compared to the first nine months of fiscal 2011. As the result of the increase in headcount, personnel and related costs increased $15.1 million, including an increase in salaries and wages of $8.7 million and increase in stock-based compensation and payroll taxes of $6.4 million. Depreciation and amortization expense increased $1.0 million. Costs related to internal equipment testing increased $0.2 million to support our research and development efforts, and consulting and outside agency expenses increased by $1.2 million. Facilities and IT-related expenses related to our worldwide research and development efforts also increased $0.4 million due to increased allocations which were previously classified in General and Administrative expenses.

Sales and Marketing Expenses

	Three months ended April 30,						Nine months ended April 30,
	2012			2011			2012			2011
	(dollars in thousands)						(dollars in thousands)
Sales and marketing expenses	$	49,974		$	40,916		$	145,309		$	111,266
Percent of total revenue		37.9	%		38.7	%		38.5	%		39.3	%

During the third quarter of fiscal 2012, sales and marketing expenses increased 22.1% compared to the third quarter of fiscal 2011. Personnel and related costs increased $7.5 million primarily due to an increase in headcount of 107 employees. These personnel costs include increases in salaries and wages of $3.9 million, increase in commissions of $1.5 million and increase in stock-based compensation and payroll taxes of $2.2 million. Marketing program expenses increased $0.8 million due to field marketing efforts and promotions for product launches. Facilities and IT-related expenses related to our worldwide sales and marketing efforts also increased $0.4 million due to increased allocated costs which were previously classified in General and Administrative expenses.

During the first nine months of fiscal 2012, sales and marketing expenses increased 30.6% compare to the first nine months of fiscal 2011 primarily due to an increase in headcount. As a result of the increase in headcount, personnel and related costs increased $28.7 million, including an increase of $12.0 million in salaries and wages, $7.0 million increase in commissions, and an increase of $9.6 million in stock-based compensation and payroll taxes. Marketing expenses increased $2.4 million primarily due to promotions for product launches. Facilities and IT-related expenses related to our worldwide sales and marketing efforts increased by $1.4 million, including $0.4 million increase in allocations which were previously classified in General and Administrative expenses. Outside agency expenses increased $0.8 million and amortization expense increased $0.5 million as a result of our acquisition of Avenda.

General and Administrative Expenses

	Three months ended April 30,						Nine months ended April 30,
	2012			2011			2012			2011
	(dollars in thousands)						(dollars in thousands)
General and administrative expenses	$	11,723		$	10,319		$	35,521		$	27,690
Percent of total revenue		8.9	%		9.8	%		9.4	%		9.8	%

General and administrative expenses during the third quarter of fiscal 2012 increased 13.6% compared to the third quarter of fiscal 2011. This increase was due to a $1.4 million increase in legal expenses, a $0.6 million increase in accounting fees and outside services, an increase in personnel and related costs of $0.2 million due to increased headcount and a $0.2 million increase in business taxes. These increases were partially offset by a decrease of $0.8 million in facilities and IT related expenses which were reclassified into research and development expenses and sales and marketing expenses, and also a $0.4 million decrease in stock based compensation expense.

General and administrative expenses during the first nine months of fiscal 2012 increased 28.3% compared to the first nine months of fiscal 2011. Personnel expenses increased $3.2 million including salaries and payroll taxes, primarily due to increased headcount. Legal fees increased $3.0 million, accounting and other outside services expenses increased by $1.3 million, an increase of $0.6 million in business taxes, and also a $0.2 million increase in depreciation expenses. These increases were partially offset by a $0.8 million decrease in facilities and IT related expenses which were reclassified into research and development expenses and sales and marketing expenses.

Other Income (Expense), Net

	Three months ended April 30,					Nine months ended April 30,
	2012			2011		2012		2011
	(in thousands)					(in thousands)
Interest income	$	301		$	284	$	876	$	758
Other income (expense), net		(675	)		5,608		2,883		7,191
Total other income (expense), net	$	(374	)	$	5,892	$	3,759	$	7,949

Interest income increased slightly during the third quarter and first nine months of fiscal 2012 compared to the third quarter and first nine months of fiscal 2011. The increase was primarily due to higher cash and investment balances in interest-earning accounts. Our average interest-earning cash and investment balance for the third quarter of fiscal 2012 was $230.5 million compared to $149.6 million for the third quarter of fiscal 2011. Our average interest-earning cash and investment balance for the first nine months of fiscal 2012 was $200.3 million compared to $141.9 million for the first nine months of fiscal 2011.

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Other income (expense), net decreased during the third quarter and first nine months of fiscal 2012 compared to the third quarter and first nine months of fiscal 2011 primarily as a result of the significant change in the valuation of our contingent rights liability related to the acquisition of Azalea that was recorded during the third quarter and first nine months of fiscal 2011. The change in valuation resulted in $0.2 million of other expense for the third quarter of fiscal 2012, and resulted in $5.9 million of other income for the third quarter of fiscal 2011; and resulted in $3.0 million of other income for the first nine months of fiscal 2012 and $8.0 million of other income for the first nine months of fiscal 2011. The other income for the third quarter and first nine months of fiscal 2011 was higher than the comparable periods of fiscal 2012, primarily due to higher price of the Company’s stock. See Note 3 of the Notes to Consolidated Financial Statements for further discussion.

Provision for Income Taxes

The benefit from income taxes for the third quarter was $3.1 million and the tax provision for the first nine months of fiscal 2012 was $14.9 million. Our income tax provision consists of federal, foreign and state income taxes. Our effective tax rate was (105.8)% and 164.2% during those periods. We also generated book and taxable income in U.S. and certain foreign jurisdictions for the same periods, without consideration of windfall tax benefits. Our provision for income taxes was $0.3 million and $0.9 million for the third quarter and first nine months of fiscal 2011, respectively.

Our effective tax rate differs from the federal statutory rate due to state taxes and significant permanent differences primarily from taxes in foreign jurisdictions with a tax rate different than the U.S. federal statutory rate, stock-based compensation expense, R&D credits, certain acquisition related items, the amortization of deferred tax charges related to the intercompany sale of intellectual property rights. In addition, prior to the fourth quarter of fiscal 2011, we maintained a full valuation allowance against our net deferred tax assets. In the fourth quarter of fiscal 2011, we recorded a tax benefit of $72.8 million which was largely attributed to the release of our valuation allowances and the recording of the associated net deferred tax assets on our Consolidated Balance Sheets. During the first nine months of fiscal 2012, we utilized a portion of our net operating loss (“NOL”) carry forwards and R&D credits and recorded the associated change in net deferred tax assets on our Consolidated Balance Sheets.

We also recorded a deferred charge during the first and second quarters of fiscal 2012 related to the deferral of income tax expense on intercompany profits that resulted from the sale of our intellectual property rights outside of North and South America to our Irish subsidiary. The deferred charge is included in Prepaid and other assets and Other assets on the Consolidated Balance Sheets. As of April 30, 2012, the balance in Prepaid and other assets was $7.5 million, and $11.9 million in Other assets. The deferred charge will be amortized as a component of income tax expense over the three to five year economic life of the intellectual property.

We recognized a tax provision benefit in the three months ended April 30, 2012 as a result of changes in our annual forecast of income before taxes. The increase in our annual forecast of income before taxes resulted in a greater proportion of projected annual tax expense to be recognized in the six months ended January 31, 2012, relative to the proportion recognized in the nine months ended April 30, 2012.

Our effective tax rate in fiscal 2012 and in future periods may fluctuate on a quarterly basis. The effective tax rate could be affected by such things as the geographic distribution of our worldwide earnings or losses, our stock-based compensation expense, changes in the valuation of our deferred tax assets, changes in actual results versus our estimates, or changes in tax laws, regulations, accounting principles, or interpretations thereof.

As of July 31, 2011, we had NOL carry-forwards of $230.8 million and $158.0 million for federal and state income tax purposes, respectively. We also had research and credit carry-forwards of $17.6 million for federal and $18.3 million for state income tax purposes as of July 31, 2011. During the first nine months of fiscal 2012, we utilized federal income tax NOL carry-forwards of $55.9 million. During the first nine months of fiscal 2012, we utilized state income tax NOL carry-forwards of $27.0 million for state income tax purposes. Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain.

If not utilized, the federal and state NOL and federal tax credit carry-forwards will begin to expire between 2013 and 2023. Utilization of these NOL and credit carry-forwards may be subject to an annual limitation due to provisions of the Internal Revenue Code of 1986, as amended, that are applicable if we have experienced an “ownership change” in the past, or if an ownership change occurs in the future.

We recognize in the Consolidated Financial Statements only those tax positions determined to be more likely than not of being sustained. We recorded a liability for unrecognized tax benefits as long-term taxes payable related to tax positions taken in the current period and we recognized a net decrease of $0.1 million and a net increase of $0.3 million in the liability for the third quarter and first nine months of fiscal 2012, respectively.

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Liquidity and Capital Resources

	April 30,		July 31,
	2012		2011
	(in thousands)
Working capital	$	345,111	$	269,900
Cash and cash equivalents	$	120,054	$	80,773
Short-term investments	$	196,454	$	153,185

	Nine months ended April 30,
	2012			2011
	(in thousands)
Cash provided by operating activities	$	70,775		$	34,791
Cash used in investing activities	$	(74,185	)	$	(20,670	)
Cash provided by financing activities	$	42,834		$	31,871

As of April 30, 2012, our principal sources of liquidity were our cash, cash equivalents and short-term investments. Cash and cash equivalents are primarily comprised of cash, sweep funds and money market funds with an original maturity of 90 days or less at the time of the purchase. Short-term investments include corporate bonds, U.S. government agency securities, U.S. treasury bills, commercial paper, and certificates of deposit. Cash, cash equivalents and short-term investments increased $40.7 million during the third quarter of fiscal 2012 to $316.5 million as of April 30, 2012.

Cash Flows from Operating Activities

Our cash flows from operating activities will continue to be affected principally by our profitability, working capital requirements, the continued growth in revenue and cash collections and the extent to which we increase spending on personnel. The timing of hiring sales personnel in particular affects cash flows as there is a lag between the hiring of sales personnel and the generation of revenue and cash flows from sales personnel. Our largest source of operating cash flows is cash collections from our customers. Our primary uses of cash from operating activities are for personnel related expenditures, purchases of inventory, and rent payments.

During the first nine months of fiscal 2012, net cash provided by operating activities increased $36.0 million compared to the first nine months of fiscal 2011. This increase is primarily attributable to an increase of $26.4 million from operations after adjusting for non-cash items, including changes in deferred income taxes, stock-based compensation and the related tax benefits, and an increase of $9.5 million from the change in operating assets and liabilities.

Cash Flows from Investing Activities

Cash used in investing activities during the first nine months of fiscal 2012 increased $53.5 million compared to the first nine months of fiscal 2011. We continue to invest our excess cash balances in short-term investments. Some of the proceeds from the sale and maturity of these investments were used to purchase property and equipment of $8.8 million during the first nine months of fiscal 2012. Further, during the second quarter of fiscal 2012, we completed our acquisition of Avenda. Cash paid for the acquisition, net of cash received was $21.1 million. See Note 3 of the Notes to Consolidated Financial Statements for more information.

Cash Flows from Financing Activities

Cash provided by financing activities increased $11.0 million during the first nine months of fiscal 2012 compared to the first nine months of fiscal 2011.The increase was primarily the result of the excess tax benefits associated with our stock-based compensation.

Based on our current cash, cash equivalents and short-term investments we expect that we will have sufficient resources to fund our operations for the next 12 months. However, we may need to raise additional capital or incur additional indebtedness to continue to fund our operations in the future. Our future capital requirements will depend on many factors, including our rate of revenue growth, the expansion of our sales and marketing activities, the timing and extent of expansion into new territories, the timing of introductions of new products and enhancements to existing products, and the continuing market acceptance of our products.

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Contractual Obligations

The following is a summary of our contractual obligations:

	Total		Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years
	(in thousands)
Operating leases	$	21,789	$	5,529	$	10,035	$	6,225	$	—
Non-cancellable inventory purchase commitments		17,731		17,731
Total contractual obligations	$	39,520	$	23,260	$	10,035	$	6,225	$	—

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Foreign Currency Risk

Most of our sales contracts are denominated in U.S. Dollars, and therefore, our revenue is not subject to significant foreign currency risk. Our operating expenses and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the British Pound, Euro, and Chinese Yuan. To date, we have not entered into any hedging contracts because expenses in foreign currencies have been insignificant, and exchange rate fluctuations have had little impact on our operating results and cash flows.

Interest Rate Sensitivity

We had cash, cash equivalents and short-term investments totaling $316.5 million and $234.0 million as of April 30, 2012, and July 31, 2011, respectively. The cash, cash equivalents and short-term investments are held for working capital purposes. We do not use derivative financial instruments in our investment portfolio. We have an investment portfolio of fixed income securities that are classified as “available-for-sale securities.” These securities, like all fixed income instruments, are subject to interest rate risk and will decrease in value if market interest rates increase. We attempt to limit this exposure by investing primarily in short-term securities. Due to the short duration and conservative nature of our investment portfolio, a movement of 10% in market interest rates would not have a material impact on our operating results and the total value of the portfolio over the next fiscal year. If overall interest rates had fallen by 10% during the third quarter of fiscal 2012, the impact on our interest income from our cash, cash equivalents and short-term investments would have been immaterial assuming consistent investment levels.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 as amended (the “Exchange Act”). In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on our evaluation, our chief executive officer and chief financial officer concluded that, as of April 30, 2012, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the third quarter of fiscal 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Internal control over financial reporting means a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are involved in claims and legal proceedings that arise in the ordinary course of business. We expect that the number and significance of these matters will increase as our business expands. Any claims or proceedings against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time, result in the diversion of significant operational resources, or require us to enter into royalty or licensing agreements which, if required, may not be available on terms favorable to us or at all. If management believes that a loss arising from these matters is probable and can be reasonably estimated, we record the amount of the loss. As additional information becomes available, any potential liability related to these matters is assessed and the estimates revised. Based on currently available information, management does not believe that the ultimate outcomes of these unresolved matters, individually and in the aggregate, are likely to have a material adverse effect on our financial position, liquidity or results of operations. However, litigation is subject to inherent uncertainties, and our view of these matters may change in the future. Were an unfavorable outcome to occur, there exists the possibility of a material adverse impact on our financial position and results of operations or liquidity for the period in which the unfavorable outcome occurs or becomes probable, and potentially in future periods.

Item 1A. Risk Factors

Set forth below and elsewhere in this report, and in other documents we file with the SEC, are risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements contained in this report and in our other public statements. Because of the following factors, as well as other factors affecting our financial condition and operating results, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.

Risks Related to Our Business and Industry

Our business, operating results and growth rates may be adversely affected by unfavorable economic and market conditions.

Our business depends on the overall demand for IT and on the economic health and general willingness of our current and prospective customers to make capital commitments. If the conditions in the U.S., Europe and global economic environments remain uncertain or continue to be volatile, or if they deteriorate further, our business, operating results, and financial condition may be materially adversely affected. Economic weakness, customer financial difficulties and constrained spending on IT initiatives have resulted, and may in the future result, in challenging and delayed sales cycles and could negatively impact our ability to forecast future periods. In particular, we cannot be assured of the level of IT spending, the deterioration of which could have a material adverse effect on our results of operations and growth rates. The purchase of our products or willingness to replace existing infrastructure in some vertical markets may be discretionary and may involve a significant commitment of capital and other resources. Therefore, weak economic conditions, or a reduction in IT spending would likely adversely impact our business, operating results and financial condition in a number of ways, including longer sales cycles, lower prices for our products and services, and reduced unit sales. A reduction in IT spending could occur or persist even if economic conditions improve. In addition, if interest rates rise or foreign exchange rates weaken for our international customers, overall demand for our products and services could be further dampened, and related IT spending may be reduced. Furthermore, any increase in worldwide commodity prices may result in higher component prices and increased shipping costs, both of which may negatively impact our financial results.

We compete in new and rapidly evolving markets and have a limited operating history, which makes it difficult to predict our future operating results.

We were incorporated in February 2002 and began commercial shipments of our products in June 2003. As a result of our limited operating history, it is very difficult to forecast our future operating results. In addition, we operate in an industry characterized by rapid technological change. Our prospects should be considered and evaluated in light of the risks and uncertainties frequently encountered by companies in rapidly evolving markets characterized by rapid technological change, changing customer needs, evolving industry standards and frequent introductions of new products and services. These risks and difficulties include challenges in accurate financial planning as a result of limited historical data and the uncertainties resulting from having had a relatively limited time period in which to implement and evaluate our business strategies as compared to older companies with longer operating histories.

In addition, our products are designed to be compatible with industry standards for secure communications over wireless and wireline networks. As we encounter changing standards, customer requirements and competitive pressures, we likely will be required to reposition our product and service offerings and introduce new products and services. We may not be successful in doing so in a timely and appropriately responsive manner, or at all. Our failure to address these risks and difficulties successfully could materially harm our business and operating results.

Our operating results may fluctuate significantly, which makes our future results difficult to predict and could cause our operating results to fall below expectations or our guidance.

Our annual and quarterly operating results have fluctuated in the past and may fluctuate significantly in the future, which makes it difficult for us to predict. Our operating results may fluctuate due to a variety of factors, many of which are outside of our control, including the changing and volatile U.S., Europe and global economic environment, and any of which may cause our stock price to fluctuate. As a result, comparing our operating results on a period-to-period basis may not be meaningful. Investors should not rely on our past results as an indication of our future performance.

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Furthermore, our product revenue generally reflects orders shipped in the same quarter they are received, and a substantial portion of our orders are often received in the last month of each fiscal quarter, a trend that we expect to continue. As a result, if we are unable to ship orders received in the last month of each fiscal quarter, even though we may have business indicators about customer demand during a quarter, we may experience revenue shortfalls, and such shortfalls may materially adversely affect our earnings because we may not be able to adequately and timely adjust our expense levels. For example, in our third quarter of fiscal 2012, we experienced a higher than normal percentage of orders in the third month of the quarter. This put increased pressure on our operations to fulfill orders in a timely manner. If this occurs in future quarters, this could impact revenue performance and we may fail to meet securities analysts’ and investors’ expectations, which may cause the price of our stock to decline.

In addition to other risk factors listed in this “Risk Factors” section, factors that may cause our operating results to fluctuate include:

• the impact of unfavorable worldwide economic and market conditions, including the restricted credit environment impacting the credit of our channel partners and end user customers;

• our ability to develop and maintain our relationships with our VARs, VADs, OEMs and other partners;

• fluctuations in demand, sales cycles and prices for our products and services;

• the amount of orders booked but not shipped in prior quarters that are shipped in the current quarter;

• reductions in customers’ budgets for information technology purchases and delays in their purchasing cycles;

• the sale of our products in the timeframes we anticipate, including the number and size of orders in each quarter;

• our ability to develop, introduce and ship in a timely manner, new products and product enhancements that meet customer requirements;

• our dependence on several large vertical markets, including the government, healthcare, retail, enterprise and education vertical markets;

• the timing of product releases or upgrades by us or by our competitors;

• any significant changes in the competitive dynamics of our markets, including new entrants, or further consolidation;

• our ability to control costs, including our operating expenses, and the costs of the components we purchase;

• product mix and average selling prices, as well as increased discounting of products by us and our competitors;

• the proportion of our products that are sold through direct versus indirect channels;

• our ability to maintain volume manufacturing pricing from our contract manufacturers, and our component suppliers;

• our contract manufacturers and component suppliers’ ability to meet our product demand forecasts;

• the potential need to record incremental inventory reserves for products that may become obsolete due to our new product introductions;

• growth in our headcount and other related costs incurred in our customer support organization;

• changing market conditions, including current and potential customer consolidation;

• any decision to increase or decrease operating expenses in response to changes in the marketplace or perceived marketplace opportunities;

• our ability to derive benefits from our investments in sales, marketing, engineering or other activities;

• volatility in our stock price, which may lead to higher stock compensation expenses;

• fluctuations in our effective tax rate, changes in the valuation of our deferred tax assets or liabilities, changes in actual results versus our estimates, or changes in tax laws, regulations, accounting principles, or interpretations thereof;

• the timing of revenue recognition in any given quarter as a result of revenue recognition rules;

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• the regulatory environment for the certification and sale of our products; and

• seasonal demand for our products, some of which may not be currently evident due to our revenue growth during fiscal 2012.

As a result, our quarterly operating results are difficult to predict even in the near term. In one or more future quarterly periods, our operating results may fall below the expectations of securities analysts and investors or below any guidance we may provide to the market. In this event, the trading price of our common stock could decline significantly. Such a stock price decline could occur even when we have met our publicly stated revenue and/or earnings guidance.

We expect our gross margins to vary over time and our recent level of product gross margin may not be sustainable.

Our product gross margins vary from quarter to quarter and the recent level of gross margins may not be sustainable and may be adversely affected in the future by numerous factors, including product or sales channel mix shifts, the percentage of revenue from international regions, increased price competition, increases in material or labor costs, excess product component or obsolescence charges from our contract manufacturers, write-downs for obsolete or excess inventory, increased costs due to changes in component pricing or charges incurred due to component holding periods if our forecasts do not accurately anticipate product demand, warranty-related issues, product discounting, freight charges, or our introduction of new products or new product platforms or entry into new markets with different pricing and cost structures. As a result of any of these factors, or other factors, our gross margin may be adversely affected, which in turn would harm our operating results.

Our products are highly technical and may contain undetected hardware errors or software bugs, which could damage our reputation with current or prospective customers, reduce the market acceptance of our new products and adversely affect our business.

Our products are highly technical and complex and, when deployed, are critical to the operation of many networks. We have focused, and intend to focus in the future, on getting our new products to market quickly. Due to our rapid product introductions, defects and bugs that may be contained in our products may not yet have manifested. Our products have contained and may contain undetected errors, bugs or security vulnerabilities when our products are first introduced and as new versions are released. Some errors in our products may only be discovered after a product has been installed and used by customers. Any errors, bugs, defects or security vulnerabilities discovered in our products after commercial release could result in loss of revenue or delay in revenue recognition, loss of current or prospective customers, damage to our brand and reputation, reduction in the market acceptance of our new products or new versions of our products, increased development costs, incurrence of product reengineering expenses, increased inventory costs and increased service and warranty cost, any of which could adversely affect our business, operating results and financial condition. In addition, we could face claims for product liability, tort or breach of warranty, including claims relating to changes to our products made by our channel partners. Our contracts with customers contain provisions relating to warranty disclaimers and liability limitations, which may not be upheld. Defending a lawsuit, regardless of its merit, is costly and may divert management’s attention and adversely affect the market’s perception of us and our products. In addition, if our business liability insurance coverage proves inadequate or future coverage is unavailable on acceptable terms or at all, our business, operating results and financial condition could be adversely impacted.

If we do not achieve increased tax benefits as a result of our new corporate structure, our financial condition and operating results could be adversely affected.

We implemented a new structure of our corporate organization during the first quarter of fiscal year 2012 to more closely align our corporate organization with the international nature of our business activities and to reduce our overall effective tax rate through changes in how we develop and use our intellectual property and the structure of our international procurement and sales, including by entering into transfer-pricing arrangements that establish transfer prices for our intercompany transactions. We anticipate achieving a reduction in our overall effective tax rate in the future as a result. There can be no assurance that the taxing authorities of the jurisdictions in which we operate or to which we are otherwise deemed to have sufficient tax nexus will not challenge the tax benefits that we expect to realize as a result of the new structure. In addition, future changes to U.S. or non-U.S. tax laws, including proposed legislation to reform U.S. taxation of international business activities as described above, would negatively impact the anticipated tax benefits of the new structure. Any benefits to our tax rate will also depend on our ability to operate our business in a manner consistent with the new structure of our corporate organization and applicable taxing provisions, including by eliminating the amount of cash distributed to us by our subsidiaries. If the intended tax treatment is not accepted by the applicable taxing authorities, changes in tax law negatively impact the structure or we do not operate our business consistent with the new structure and applicable tax provisions, we may fail to achieve the financial efficiencies that we anticipate as a result of the new structure and our future operating results and financial condition may be negatively impacted.

Changes in our tax rates could adversely affect our future results.

We are a U.S. based multinational company subject to tax in multiple U.S. and foreign tax jurisdictions. Unanticipated changes in our tax rates could affect our future results of operations. Our future effective tax rates, which are difficult to predict, could be unfavorably affected by the mix of international revenue, nondeductible stock-based compensation, changes in the research and development tax credit laws, earnings being lower than anticipated in jurisdictions where we have lower statutory rates and being higher than anticipated in jurisdictions where we have higher statutory rates, transfer pricing adjustments, not meeting the terms and conditions of tax holidays or incentives, changes in the valuation of our deferred tax assets and liabilities, changes in actual results versus our estimates, or changes in tax laws, regulations, accounting principles or interpretations thereof. Further, the accounting for stock compensation expense in accordance with Accounting Standards Codification Topic 718Stock Compensation and uncertain tax positions in accordance with Accounting Standards Codification Topic 740Income Taxes could result in more unpredictability and variability to our future effective tax rates.

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We are also subject to the periodic examination of our income tax returns by the Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. We may underestimate the outcome of such examinations which, if significant, would have a material adverse effect on our results of operations and financial condition.

In our recent history we have incurred net losses and we may not sustain profitability in the future.

We have a history of losses, with a few quarters of profitability during fiscal 2012 and 2011. We experienced net income of $6.0 million and net loss of $5.8 million during the third quarter and first nine months of fiscal 2012, respectively, and net income of of $3.2 million and $2.5 million during the third quarter and first nine months of fiscal 2011, respectively. As of April 30, 2012 and July 31, 2011, our accumulated deficit was $110.8 million and $104.9 million, respectively. Expenses associated with the continued development and expansion of our business, including expenditures to hire additional personnel for sales and marketing and technology development, could limit our ability to sustain operating profits. If we fail to increase revenue or manage our cost structure, we may not sustain profitability in the future. As a result, our business could be harmed, and our stock price could decline.

Our sales cycles can be long and unpredictable, and our sales efforts require considerable time and expense. As a result, our sales are difficult to predict and may vary substantially from quarter to quarter, which may cause our operating results to fluctuate significantly.

The timing of our revenue is difficult to predict. Our sales efforts involve educating our customers about the use and benefits of our products, including the technical capabilities of our products and the potential cost savings achieved by organizations that utilize our products. Customers typically undertake a significant evaluation process, which frequently involves not only our products but also those of our competitors and can result in a lengthy sales cycle, which typically ranges four to nine months in length but can be as long as 18 months. For example, we recently introduced Aruba ClearPass, a new product that is designed to securely provision and onboard iOS, Android, Mac OS X and Windows 7 Mobile devices on any network. Because this is a new product offering, potential customers may require a lengthy evaluation period before they make a purchase decision. We spend substantial time, effort and money in our sales efforts without any assurance that our efforts will produce any sales. Even after making the decision to purchase, customers may deploy our products slowly and deliberately. In addition, product purchases are frequently subject to budget constraints, multiple approvals, and unplanned administrative, processing and other delays. Specifically, we view the federal vertical as highly dependent on large transactions, and therefore we could experience fluctuations from period to period in this vertical. Customers may also defer purchases as a result of anticipated or announced releases of new products or enhancements by our competitors or by us. Product purchases could be delayed by the volatile U.S., Europe and global economic environment, which has introduced additional risk into our ability to accurately forecast sales in a particular quarter. If sales expected from a specific customer for a particular quarter are not realized in that quarter or at all, our business, operating results and financial condition could be materially adversely affected.

The market in which we compete is highly competitive, and competitive pressures from existing and new companies may have a material adverse effect on our business, revenue, growth rates and market share.

The market in which we compete is highly competitive and is influenced by the following competitive factors:

• comprehensiveness of the solution;

• performance of software and hardware products;

• ability to deploy easily into existing networks;

• interoperability with other devices;

• scalability of solution;

• ability to provide secure mobile access to the network;

• speed of mobile connectivity offering;

• initial price, total cost of ownership, and return-on-investment;

• ability to allow centralized management of products; and

• ability to obtain regulatory and other industry certifications.

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We expect competition to intensify in the future as other companies introduce new products in the same markets we serve or intend to enter and as the market continues to consolidate. This competition could result in increased pricing pressure, reduced profit margins, increased sales and marketing expenses and failure to increase, or the loss of, market share, any of which would likely seriously harm our business, operating results or financial condition. If we do not keep pace with product and technology advances, there could be a material adverse effect on our competitive position, revenue and prospects for growth.

Competitive products may in the future have better performance, more and/or better features, lower prices and broader acceptance than our products. A number of our current or potential competitors have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical, sales, marketing and other resources than we do. Potential customers may prefer to purchase from their existing suppliers rather than a new supplier, regardless of product performance or features. Currently, we compete with a number of large and well established public companies, including Cisco Systems (primarily through its Wireless Networking Business Unit), Hewlett-Packard and Motorola, as well as smaller companies and new market entrants, any of which could reduce our market share, require us to lower our prices, or both.

We expect increased competition from our current competitors, as well as other established and emerging companies, as our market continues to develop and expand. Our channel partners could market products and services that compete with our products and services. In addition, some of our competitors have made acquisitions or entered into partnerships or other strategic relationships with one another to offer a more comprehensive solution than they individually had offered. We expect this trend to continue as companies attempt to strengthen or maintain their market positions in an evolving industry and as companies enter into partnerships or are acquired. Many of the companies driving this consolidation trend have significantly greater financial, technical and other resources than we do and are better positioned to acquire and offer complementary products and technologies. The companies resulting from these possible consolidations may create more compelling product offerings and be able to offer greater pricing flexibility, making it more difficult for us to compete effectively, including on the basis of price, sales and marketing programs, technology or product functionality. Continued industry consolidation may adversely impact customers’ perceptions of the viability of smaller and even medium-sized technology companies and, consequently, customers’ willingness to purchase from such companies. These pressures could materially adversely affect our business, operating results and financial condition.

We sell a majority of our products through VADs, VARs, and OEMs. If these channel partners on which we rely do not perform their services adequately or efficiently, or if they exit the industry, are acquired by a competitor, or have financial difficulties, there could be a material adverse effect on our revenue and our cash flow.

Our future success is highly dependent upon establishing and maintaining successful relationships with a variety of VADs, VARs, and OEMs, which we refer to as our indirect channel. We have dedicated a significant amount of effort to increase the use of our VADs and VARs in each of our theatres of operations. The percentage of our total revenue fulfilled from sales through our indirect channel was 92.0% and 92.1%, for the third quarter and first nine months of fiscal 2012, respectively. The percentage of our total revenue fulfilled from sales through our indirect channel was 94.5% and 92.7%, for the third quarter and first nine months of fiscal 2011, respectively. We expect that over time, indirect channel sales will continue to constitute a significant majority of our total revenue. Accordingly, our revenue depend in large part on the effective performance of our channel partners. The table below represents the percentage of total revenue from our top channel partners (* represents less than 10%):

	Three months ended April 30,						Nine months ended April 30,
	2012			2011			2012			2011
ScanSource, Inc. (Catalyst)		21.0	%		17.7	%		20.3	%		18.3	%
Avnet Logistics U.S. LP		12.8	%		15.2	%		13.7	%		15.1	%
Alcatel-Lucent		*			15.1	%		*			14.2	%

Our agreements with our partners provide that they use reasonable commercial efforts to sell our products on a perpetual basis unless the agreement is otherwise terminated by either party. Our agreement with Alcatel-Lucent contains a “most-favored nations” clause, pursuant to which we agreed to lower the price at which we sell products to Alcatel-Lucent in the event that we agree to sell the same or similar products at a lower price to a similar customer on the same or similar terms and conditions. However, the specific terms of this “most-favored nations” clause are narrow and specific, and we have not to date incurred any obligations related to this term in the agreement.

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Some of our indirect channel partners may have insufficient financial resources and may not be able to withstand changes in worldwide business conditions, including economic downturns, abide by our inventory and credit requirements, or have the ability to meet their financial obligations to us. The table below represents the percentage of total accounts receivable from our top channel partners (* represents less than 10%):

	April 30, 2012			July 31, 2011
ScanSource, Inc. (Catalyst)		19.5	%		*
Avnet Logistics U.S. LP		14.2	%		23.8	%
Alcatel-Lucent		*			18.4	%

If the indirect channel partners on which we rely do not perform their services adequately or efficiently, fail to meet their obligations to us, or if they exit the industry and we are not able to quickly find adequate replacements, there could be a material adverse effect on our revenue, cash flow and market share. By relying on these indirect channels, we may have less contact with the end users of our products, thereby making it more difficult for us to establish brand awareness, ensure proper delivery and installation of our products, service ongoing customer requirements and respond to evolving customer needs. In addition, our indirect channel partners may receive pricing terms that allow for volume discounts off of list prices for the products they purchase from us, which reduce our margins to the extent revenue from such channel partners increase as a proportion of our overall revenue.

Recruiting and retaining qualified channel partners and training them in our technology and product offerings requires significant time and resources. In order to develop and expand our distribution channel, we must continue to scale and improve our processes and procedures that support our channel partners, including investment in systems and training, and those processes and procedures may become increasingly complex and difficult to manage. We have no minimum purchase commitments with any of our VADs, VARs, or OEMs, and our contracts with these channel partners do not prohibit them from offering products or services that compete with ours or from terminating our contract on short notice. Our competitors may be effective in providing incentives to existing and potential channel partners to favor their products or to prevent or reduce sales of our products. Our channel partners may choose not to focus primarily on the sale of our products or offer our products at all. Our failure to establish and maintain successful relationships with indirect channel partners would likely materially adversely affect our business, operating results and financial condition.

We depend upon the development of new products and enhancements to our existing products. If we fail to predict and respond to emerging technological trends and our customers’ changing needs, we may not be able to remain competitive.

We may not be able to anticipate future market needs or be able to develop new products or product enhancements to meet such needs, either on a timely basis or at all. For example, we anticipate a need to continue to increase the mobility of our solution, and certain customers have delayed, and may in the future delay, purchases of our products until either new versions of those products are available or the customer evaluations are completed. If we fail to develop new products or product enhancements, our business could be adversely affected, especially if our competitors are able to introduce solutions with such increased functionality. In addition, as new mobile applications are introduced, our success may depend on our ability to provide a solution that supports these applications.

We are active in the research and development of new products and technologies and enhancing our current products. However, research and development in the enterprise mobility industry is complex and filled with uncertainty. If we expend a significant amount of resources on research and development and our efforts do not lead to the successful introduction of high quality products that are competitive in the marketplace, there could be a material adverse effect on our business, operating results, financial condition and market share. In addition, it is common for research and development projects to encounter delays due to unforeseen problems, resulting in low initial volume production, fewer product features than originally considered desirable and higher production costs than initially budgeted, which may result in lost market opportunities. In addition, any new products or product enhancements that we introduce may not achieve any significant degree of market acceptance or be accepted into our sales channel by our channel partners. There could be a material adverse effect on our business, operating results, financial condition and market share due to such delays or deficiencies in the development, quality, manufacturing and delivery of new products.

Once a product is in the marketplace, its selling price often decreases over the life of the product, especially after a new competitive product is publicly announced. To lessen the effect of price decreases, our product management team attempts to reduce development and manufacturing costs in order to maintain or improve our margins. However, if cost reductions do not occur in a timely manner, there could be a material adverse effect on our operating results and market share. Further, the introduction of new products may decrease the demand for older products currently included in our inventory balances. As a result, we may need to record incremental inventory reserves for the older products that we do not expect to sell. This may have a material adverse effect on our operating results and market share.

We manufacture our products to comply with standards established by various standards bodies, including the Institute of Electrical and Electronics Engineers, Inc. (“IEEE”). If we are not able to adapt to new or changing standards that are ratified by these bodies, our ability to sell our products may be adversely affected. For example, prior to the ratification of the 802.11n wireless LAN standard (“11n”) by the IEEE in 2009, we had been developing and were offering for sale products that complied with the draft standard that the IEEE had not yet ratified. Although the IEEE ratified the 11n standard and did not modify the draft of the 11n standard, the IEEE could modify the standard in the future. We remain subject to any changes adopted by various standards bodies, which would require us to modify our products to comply with the new standards, require additional time and expense and could cause a disruption in our ability to market and sell the affected products.

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We may engage in future acquisitions that could disrupt our business, cause dilution to our stockholders and harm our business, operating results and financial condition.

In the future we may acquire businesses, products or technologies. However, we may not be able to find suitable acquisition candidates, and we may not be able to complete acquisitions on favorable terms, if at all. If we do complete acquisitions, we may not ultimately strengthen our competitive position or achieve our goals. These acquisitions and any future acquisitions may be viewed negatively by customers, financial markets or investors. In addition, these acquisitions and any future acquisitions that we may make could lead to difficulties in integrating personnel and operations from the acquired businesses and in retaining and motivating key personnel from these businesses. We may also encounter difficulties in maintaining uniform standards, controls, procedures and policies across locations, or in managing geographically or culturally diverse locations. We may experience significant problems with acquired or integrated product quality. We may also experience significant liabilities associated with acquired or integrated technology. Acquisitions may disrupt our ongoing operations, divert management from day-to-day responsibilities, increase our expenses and adversely impact our business, operating results and financial condition. Future acquisitions may reduce our cash available for operations and other uses and could result in an increase in amortization expense related to identifiable assets acquired, potentially dilutive issuances of equity securities or the incurrence of debt, which could harm our business, operating results and financial condition.

As a result of the fact that we outsource the manufacturing of our products to contract manufacturers, we do not have the ability to ensure quality control over the manufacturing process. Furthermore, if there are significant changes in the financial or business condition of our contract manufacturers, our ability to supply quality products to our customers may be disrupted.

As a result of the fact that we outsource the manufacturing of our products to contract manufacturers, we are subject to the risk of supplier failure and customer dissatisfaction with the quality or performance of our products. Quality or performance failures of our products or changes in the financial or business condition of our contract manufacturers could disrupt our ability to supply quality products to our customers and thereby have a material adverse effect on our business, revenue and financial condition.

We rely on purchase orders or long-term contracts with our contract manufacturers. Some of our contract manufacturers are not obligated to supply products to us for any specific period, in any specific quantity or at any specific price. Our orders with our contract manufacturers represent a relatively small percentage of the overall orders received by them from their customers. As a result, fulfilling our orders may not be considered a priority in the event our contract manufacturers are constrained in their abilities to fulfill all of their customer obligations in a timely manner. We provide demand forecasts to our contract manufacturers. To the extent that any such demand forecast is binding, if we overestimate our requirements, our contract manufacturers may assess charges, or we may have liabilities for excess inventory, each of which could negatively affect our gross margins. Conversely, because lead times for required materials and components vary significantly and depend on factors such as the specific supplier, contract terms and the demand for each component at a given time, if we underestimate our requirements, our contract manufacturers may have inadequate materials and components required to produce our products. This could result in an interruption of the manufacturing of our products, delays in shipments and deferral or loss of revenue. In addition, on occasion we have underestimated our requirements, and, as a result, we have been required to pay additional fees to our contract manufacturers in order for manufacturing to be completed and shipments to be made on a timely basis.

It is time consuming and costly to qualify and implement contract manufacturer relationships. If any of our contract manufacturers suffer an interruption in their business, or experiences delays, disruptions or quality control problems in their manufacturing operations, or we have to change or add additional contract manufacturers, our ability to ship products to our customers would be delayed, and our business, operating results and financial condition would be adversely affected. In addition, the majority of our manufacturing is performed overseas and is therefore subject to risks associated with doing business in other countries.

Our contract manufacturers purchase some components, subassemblies and products from a single supplier or a limited number of suppliers, and with respect to some of these suppliers, we have entered into license agreements that allow us to use their components in our products. The loss of any of these suppliers or the termination of any of these license agreements may cause us to incur additional set-up costs, result in delays in manufacturing and delivering our products, or cause us to carry excess or obsolete inventory.

Shortages in components that we use in our products are possible, and our ability to predict the availability of such components may be limited. While components and supplies are generally available from a variety of sources, we currently depend on a limited number of suppliers for several components for our equipment and certain subassemblies and products. We rely on our contract manufacturers to obtain the components, subassemblies and products necessary for the manufacture of our products, including those components, subassemblies and products that are only available from a single supplier or a limited number of suppliers.

For example, our solution incorporates both software products and hardware products, including a series of high-performance programmable mobility controllers and a line of wired and wireless access points. The chipsets that our contract manufacturers source and incorporate in our hardware products are currently available only from a limited number of suppliers, with whom neither we nor our contract manufacturers have entered into supply agreements. All of our access points incorporate components from Atheros, and some of our mobility controllers incorporate components from Broadcom Corporation (“Broadcom”) and Netlogic Microsystems Inc. (“Netlogic”). We have entered into license agreements with Qualcomm Atheros Inc. (“Atheros”), Broadcom and Netlogic, the termination of which could have a material adverse effect on our business. Our license agreements with Atheros, Broadcom and Netlogic have perpetual terms in that they will automatically be renewed for successive one-year periods unless the agreement is terminated prior to the end of the then-current term. As there are no other sources for identical components, in the event that our contract manufacturers are unable to obtain these components from Atheros, Broadcom or Netlogic, we would be required to redesign our hardware and software in order to incorporate components from alternative sources. All of our product revenue is dependent upon the sale of products that incorporate components from Atheros, Broadcom or Netlogic.

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In addition, increased demand by third parties for the components, subassemblies and products we use in our products may lead to decreased availability and higher prices for those components, subassemblies and products. For certain components, subassemblies and products for which there are multiple sources, we are still subject to potential price increases and limited availability due to market demand for such components, subassemblies and products. In the past, unexpected demand for communication products caused worldwide shortages of certain electronic parts. If such shortages occur in the future, our business would be adversely affected. We carry very little to no inventory of our product components, and we and our contract manufacturers rely on our suppliers to deliver necessary components in a timely manner. We and our contract manufacturers rely on purchase orders rather than long-term contracts with these suppliers. As a result, even if available, we or our contract manufacturers may not be able to secure sufficient components at reasonable prices or of acceptable quality to build products in a timely manner and, therefore, may not be able to meet customer demands for our products, which would have a material adverse effect on our business, operating results and financial condition.

Our international sales and operations subject us to additional risks that may adversely affect our operating results.

We derive a significant portion of our revenue from customers outside the United States. We have sales and technical support personnel in numerous countries worldwide. In addition, a portion of our engineering and order management efforts are currently handled by personnel located in India and China, and we expect to expand our offshore development efforts within India and China and possibly in other countries. We expect to continue to add personnel in additional countries. Our international operations subject us to a variety of risks, including:

• the difficulty and cost of managing and staffing international offices and the increased travel, infrastructure and legal compliance costs associated with multiple international locations;

• difficulties in enforcing contracts and collecting accounts receivable, and longer payment cycles, especially in emerging markets;

• the need to localize our products for international customers;

• tariffs and trade barriers, export regulations and other regulatory or contractual limitations on our ability to sell or develop our products in certain foreign markets;

• increased exposure to foreign currency exchange rate risk;

• increased exposure to political and economic instability, war and terrorism;

• unfavorable changes in tax treaties or laws;

• limited protection for intellectual property rights in some countries; and

• increased cost of terminating international employees in some countries.

Moreover, local laws and customs in many countries differ significantly from those in the United States. In many foreign countries, particularly in those with developing economies, it is common for others to engage in business practices that are prohibited by our internal policies and procedures or United States regulations applicable to us. There can be no assurance that our employees, contractors, and agents will not take actions in violation of our policies and procedures, which are designed to ensure compliance with U.S. and foreign laws and policies. Violations of laws or key control policies by our employees, contractors, or agents could result in financial reporting problems, fines, penalties, or prohibition on the importation or exportation of our products, and could have a material adverse effect on our business, financial condition and results of operations.

Foreign currencies periodically experience rapid fluctuations in value against the U.S. dollar. Any foreign currency devaluation against the U.S. dollar increases the real cost of our products to our customers and partners in foreign markets where we sell in U.S. dollars, which has resulted in the past and may result in the future in delayed or cancelled purchases of our products and, as a result, lower revenue. In addition, this increase in cost increases the risk to us that we will be unable to collect amounts owed to us by such customers or partners, which in turn would impact our revenue and could materially adversely impact our business and financial results. Any devaluation may also lead us to more aggressively discount our prices in foreign markets in order to maintain competitive pricing, which would negatively impact our revenue and gross margins. Conversely, a weakened U.S. dollar could increase the cost of local operating expenses and procurement of raw materials to the extent we purchase components in foreign currencies.

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As we continue to expand our business globally, our success will depend, in large part, on our ability to anticipate and effectively manage these and other risks associated with our international operations. Our failure to manage any of these risks successfully could harm our international operations and reduce our international sales, adversely affecting our business, operating results and financial condition.

If we are unable to protect our intellectual property rights, our competitive position could be harmed or we could be required to incur significant expenses to enforce our rights.

We depend on our ability to protect our proprietary technology. We protect our proprietary information and technology through licensing agreements, third-party nondisclosure agreements and other contractual provisions, as well as through patent, trademark, copyright and trade secret laws in the United States and similar laws in other countries. There can be no assurance that these protections will be available in all cases or will be adequate to prevent our competitors from copying, reverse engineering or otherwise obtaining and using our technology, proprietary rights or products. For example, the laws of certain countries in which our products are manufactured or licensed do not protect our proprietary rights to the same extent as the laws of the United States. In addition, third parties may seek to challenge, invalidate or circumvent our patents, trademarks, copyrights and trade secrets, or applications for any of the foregoing. There can be no assurance that our competitors will not independently develop technologies that are substantially equivalent or superior to our technology or design around our proprietary rights. In each case, our ability to compete could be significantly impaired. To prevent substantial unauthorized use of our intellectual property rights, it may be necessary to prosecute actions for infringement and/or misappropriation of our proprietary rights against third parties. Any such action could result in significant costs and diversion of our resources and management’s attention, and there can be no assurance that we will be successful in such action. Furthermore, many of our current and potential competitors have the ability to dedicate substantially greater resources to enforce their intellectual property rights than we do. Accordingly, despite our efforts, we may not be able to prevent third parties from infringing upon or misappropriating our intellectual property.

Claims by others that we infringe their intellectual property rights could harm our business.

Third parties have asserted and may in the future assert claims of infringement of intellectual property rights against us or against our customers or channel partners for which we may be liable. Due to the rapid pace of technological change in our industry, much of our business and many of our products rely on proprietary technologies of third parties, and we may not be able to obtain, or continue to obtain, licenses from such third parties on reasonable terms. Technology companies frequently enter into litigation based on allegations of patent infringement or other violations of intellectual property rights. In addition, patent holding companies seek to monetize patents they have purchased or otherwise obtained. As our business expands and the number of products and competitors in our market increases and overlaps occur, we expect that infringement claims may increase in number and significance. Intellectual property lawsuits are subject to inherent uncertainties due to the complexity of the technical issues involved, and we cannot be certain that we will be successful in defending ourselves against intellectual property claims. Furthermore, a successful claimant could secure a judgment that requires us to pay substantial damages or prevents us from distributing certain products or performing certain services. In addition, we might be required to seek a license for the use of such intellectual property, which may not be available on commercially acceptable terms or at all. Alternatively, we may be required to develop non-infringing technology, which could require significant effort and expense and may ultimately not be successful. Any claims or proceedings against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time, result in the diversion of significant operational resources, or require us to enter into royalty or licensing agreements.

Impairment of our goodwill or other assets would negatively affect our results of operations.

Our acquisitions have resulted in total goodwill of $56.7 million and net intangible assets of $27.7 million as of April 30, 2012. Goodwill is reviewed for impairment at least annually or sooner under certain circumstances. Other intangible assets that are deemed to have finite useful lives are amortized over their useful lives but must be reviewed for impairment when events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Screening for and assessing whether impairment indicators exist, or if events or changes in circumstances have occurred, including market conditions, operating fundamentals, competition and general economic conditions, requires significant judgment. Therefore, we cannot assure that a charge to operations will not occur as a result of future goodwill and intangible asset impairment tests. If impairment is deemed to exist, we would write down the recorded value of these intangible assets to their fair values. If and when these write-downs do occur, they could harm our business, financial condition, and results of operations.

If we lose members of our senior management or are unable to recruit and retain key employees on a cost-effective basis, or if we fail to effectively integrate new officers into our organization, our business could be harmed.

Our success is substantially dependent upon the performance of our senior management. All of our executive officers are at-will employees, and we do not maintain any key-man life insurance policies. The loss of the services of any members of our management team may significantly delay or prevent the achievement of our product development and other business objectives and could harm our business. Our success also is substantially dependent upon our ability to attract additional personnel for all areas of our organization, particularly in our sales, research and development, and customer service departments. Experienced management and technical, sales, marketing and support personnel in the IT industry are in high demand, and competition for their talents is intense. Additionally, fluctuations or a sustained decrease in the price of our stock could affect our ability to attract and retain such personnel. When our stock price declines, our equity incentive awards may lose retention value, which may negatively affect our ability to attract and retain such personnel. We may not be successful in attracting and retaining such personnel on a timely basis, on competitive terms, or at all. The loss of, or the inability to recruit, such employees could have a material adverse effect on our business.

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Our future performance will depend in part on our ability to successfully integrate any new executive officers into our management team and develop an effective working relationship among senior management. Our Chief Operating Officer recently departed and, as a result, we need to transition his responsibilities to other areas of the organization. If we fail to transition his responsibilities effectively, or if we fail to integrate any executive officer whom we may hire in the future, and create effective working relationships among them and other members of management, our business operating results and financial condition could be adversely affected.

If we fail to manage future growth effectively, our business would be harmed.

We have expanded our operations significantly since inception and anticipate that further significant expansion will be required. We intend to increase our market penetration and extend our geographic reach through our network of channel partners. We also plan to increase offshore operations by establishing additional offshore capabilities for certain engineering and general and administrative functions. This future growth, if it occurs, will place significant demands on our management, infrastructure and other resources. To manage any future growth, we will need to hire, integrate and retain highly skilled and motivated employees. We will also need to continue to improve and expand our information technology and financial infrastructure, operating and administrative systems and controls, and continue to manage headcount, capital and processes in an efficient manner. Our failure to improve our systems and processes, or their failure to operate in the intended manner, may result in our inability to manage the growth of our business and to accurately forecast our revenue, expenses and earnings, or to prevent certain losses. Any future growth would add complexity to our organization and require effective coordination within our organization. If we do not effectively manage our growth, our business, operating results and financial condition could be adversely affected.

Our ability to sell our products is highly dependent on the quality of our support and services offerings, and our failure to offer high quality support and services would have a material adverse effect on our sales and results of operations.

Once our products are deployed within our end customers’ networks, our customers depend on our support organization to resolve any issues relating to our products. A high level of support is critical for the successful marketing and sale of our products. If we or our channel partners do not effectively assist our end customers in deploying our products, succeed in helping our end customers quickly resolve post-deployment issues, or provide effective ongoing support, it would adversely affect our ability to sell our products to existing customers and could harm our reputation with potential customers. In addition, as we expand our operations internationally, our support organization will face additional challenges, including those associated with delivering support, training and documentation in languages other than English. As a result, our failure, or the failure of our channel partners, to maintain high quality support and services would have a material adverse effect on our business, operating results and financial condition.

Enterprises are increasingly concerned with the security of their data, and to the extent they elect to encrypt data between the end user and the server, our products will become less effective.

Our products depend on the ability to identify applications. Our products currently do not identify applications if the data is encrypted as it passes through our mobility controllers. Since most organizations currently encrypt most of their data transmissions only between sites and not on the LAN, the data is not encrypted when it passes through our mobility controllers. If more organizations elect to encrypt their data transmissions from the end user to the server, our products will offer limited benefits unless we have been successful in incorporating additional functionality into our products that address those encrypted transmissions. At the same time, if our products do not provide the level of network security expected by our customers, our reputation and brand would be damaged, and we would expect to experience decreased sales. Our failure to provide such additional functionality and expected level of network security could adversely affect our business, operating results and financial condition.

Our use of open source software could impose limitations on our ability to commercialize our products.

We incorporate open source software into our products. Although we monitor our use of open source closely, the terms of many open source licenses have not been interpreted by U.S. courts, and there is a risk that such licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our products. We could also be subject to similar conditions or restrictions should there be any changes in the licensing terms of the open source software incorporated into our products. In either event, we could be required to seek licenses from third parties in order to continue offering our products, to re-engineer our products or to discontinue the sale of our products in the event re-engineering cannot be accomplished on a timely basis, any of which could adversely affect our business, operating results and financial condition.

We rely on the availability of third-party licenses.

Many of our products are designed to include software or other intellectual property licensed from third parties. It may be necessary in the future to seek or renew licenses relating to various aspects of these products. There can be no assurance that the necessary licenses would be available on acceptable terms, if at all. The inability to obtain certain licenses or other rights or to obtain such licenses or rights on favorable terms, or the need to engage in litigation regarding these matters, could have a material adverse effect on our business, operating results, and financial condition. Moreover, the inclusion in our products of software or other intellectual property licensed from third parties on a nonexclusive basis could limit our ability to protect our proprietary rights in our products.

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Enterprises may have slow WAN connections between some of their locations that may cause our products to become less effective.

Our mobility controllers and network management software were initially designed to function at LAN-like speeds in an office building or campus environment. In order to function appropriately, our mobility controllers synchronize with each other over network links. The ability of our products to synchronize may be limited by slow or congested data-links, including digital subscriber line (“DSL”) and dial-up. Our failure to provide such additional functionality could adversely affect our business, operating results and financial condition.

New regulations or changes in existing regulations related to our products may result in unanticipated costs or liabilities, which could have a material adverse effect on our business, results of operations and future sales, and could place additional burdens on the operations of our business.

Our products are subject to governmental regulations in a variety of jurisdictions. If any of our products becomes subject to new regulations or if any of our products becomes specifically regulated by additional government entities, compliance with such regulations could become more burdensome, and there could be a material adverse effect on our business and results of operations. For example, radio emissions are subject to regulation in the United States and in other countries in which we do business. In the United States, various federal agencies including the Center for Devices and Radiological Health of the Food and Drug Administration, the Federal Communications Commission, the Occupational Safety and Health Administration and various state agencies have promulgated regulations that concern the use of radio/electromagnetic emissions standards. Member countries of the European Union (“EU”) have enacted similar standards concerning electrical safety and electromagnetic compatibility and emissions, and chemical substances and use standards.

If any of our products becomes subject to new regulations or if any of our products becomes specifically regulated by additional government entities, compliance with such regulations could become more burdensome, and there could be a material adverse effect on our business and our results of operations.

In addition, our wireless communication products operate through the transmission of radio signals. Currently, operation of these products in specified frequency bands does not require licensing by regulatory authorities. Regulatory changes restricting the use of frequency bands or allocating available frequencies could become more burdensome and could have a material adverse effect on our business, results of operations and future sales.

Compliance with environmental matters and worker health and safety laws could be costly, and noncompliance with these laws could have a material adverse effect on our results of operations, expenses and financial condition.

Some of our operations use substances regulated under various federal, state, local and international laws governing the environment and worker health and safety, including those governing the discharge of pollutants into the ground, air and water, the management and disposal of hazardous substances and wastes, and the cleanup of contaminated sites. Some of our products are subject to various federal, state, local and international laws governing chemical substances in electronic products. We could be subject to increased costs, fines, civil or criminal sanctions, third-party property damage or personal injury claims if we violate or become liable under environmental and/or worker health and safety laws.

We are subject to governmental export and import controls that could subject us to liability or impair our ability to compete in international markets.

Because we incorporate encryption technology into our products, our products are subject to U.S. export controls and may be exported outside the United States only with the required level of export license or through an export license exception. In addition, various countries regulate the import of certain encryption technology and radio frequency transmission equipment and have enacted laws that could limit our ability to distribute our products or could limit our customers’ ability to implement our products in those countries. Changes in our products or changes in export and import regulations may increase the cost of building and selling our products, create delays in the introduction of our products in international markets, prevent our customers with international operations from deploying our products throughout their global systems or, in some cases, prevent the export or import of our products to certain countries altogether. Any change in export or import regulations or related legislation, shift in approach to the enforcement or scope of existing regulations, or change in the countries, persons or technologies targeted by such regulations, could result in decreased use of our products by, or in our decreased ability to export or sell our products to, existing or potential customers with international operations. Any decreased use of our products or limitation on our ability to export or sell our products would harm our business, operating results and financial condition.

Our business is subject to the risks of earthquakes, fire, floods and other natural catastrophic events, and to interruption by manmade problems such as computer viruses or terrorism.

Our corporate headquarters are located in the San Francisco Bay Area, a region known for seismic activity. A significant natural disaster, such as an earthquake, fire or a flood, occurring at our headquarters or in either China or Singapore, where our major contract manufacturers are located, could have a material adverse impact on our business, operating results and financial condition. Our servers are vulnerable to computer viruses, break-ins and similar disruptions from unauthorized tampering with our computer systems. In addition, natural disasters, acts of terrorism or war could cause disruptions in our or our customers’ businesses or the economy as a whole. We also rely on information technology systems to communicate among our workforce and with third parties. Any disruption to our communications, whether caused by a natural disaster or by manmade problems, such as power disruptions, could adversely affect our business. To the extent that any such disruptions result in delays or cancellations of customer orders, or the deployment of our products, our business, operating results and financial condition would be adversely affected.

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Risks Related to Ownership of our Common Stock

Our stock price may be volatile.

The trading price of our common stock has been and may continue to be volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. Factors that could affect the trading price of our common stock could include:

• variations in our operating results;

• announcements of technological innovations, new products or product enhancements, strategic alliances or significant agreements by us or by our competitors;

• the gain or loss of significant customers;

• recruitment or departure of key personnel;

• the impact of unfavorable worldwide economic and market conditions;

• falling short of guidance on our financial results;

• developments or disputes concerning our intellectual property or other proprietary rights;

• commencement of, or our involvement in, litigation;

• announcements by or about us regarding events or news adverse to our business;

• the loss or bankruptcy of any of our major customers, distribution partners or suppliers;

• variations in the operating results of other publicly traded corporations deemed by investors to be in our peer group;

• an announced acquisition of or by a competitor, or an announced acquisition of or by us;

• rumors and market speculation involving us or other companies in our industry;

• providing estimates of our future operating results, or changes in these estimates, either by us or by any securities analysts who follow our common stock, or changes in recommendations by any securities analysts who follow our common stock;

• significant sales, or announcement of significant sales, of our common stock by us or our stockholders;

• adoption or modification of regulations, policies, procedures or programs applicable to our business; and

• other events or factors, including those resulting from war, incidents of terrorism or responses to these events.

In addition, the stock market in general, and the market for technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may seriously affect the market price of our common stock, regardless of our actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources. All of these factors could cause the market price of our common stock to decline, and investors may lose some or all of the value of their investment.

If securities or industry analysts do not publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our stock, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If any of the analysts who cover us issue an adverse or misleading opinion regarding our stock, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

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We may choose to raise additional capital. Such capital may not be available, or may be available on unfavorable terms, which may dilute the ownership of our common stock.

If we choose to raise additional funds through public or private debt or equity financings, due to unforeseen circumstances or material expenditures, we cannot be certain that we will be able to obtain additional financing on favorable terms, if at all, and any additional financings could result in additional dilution to our existing stockholders. In addition, capital raised through debt financing may require us to make periodic interest payments and may impose potentially restrictive covenants on the conduct of our business.

Provisions in our charter documents, Delaware law, employment arrangements with certain of our executive officers, and our OEM supply agreement with Alcatel-Lucent could discourage a takeover that stockholders may consider favorable.

Provisions in our certificate of incorporation and bylaws may have the effect of delaying or preventing a change of control or changes in our management. These provisions include the following:

• our board of directors has the right to elect directors to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;

• our stockholders may not act by written consent or call special stockholders’ meetings; as a result, a holder, or holders, controlling a majority of our capital stock would not be able to take certain actions other than at annual stockholders’ meetings or special stockholders’ meetings called by the board of directors, the chairman of the board, the Chief Executive Officer or the president;

• our certificate of incorporation prohibits cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

• stockholders must provide advance notice and additional disclosures in order to nominate individuals for election to the board of directors or to propose matters that can be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of our company; and

• our board of directors may issue, without stockholder approval, shares of undesignated preferred stock; the ability to issue undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us.

As a Delaware corporation, we are also subject to certain Delaware anti-takeover provisions. Under Delaware law, a corporation may not engage in a business combination with any holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other things, the board of directors has approved the transaction. Our board of directors could rely on Delaware law to prevent or delay an acquisition of us.

Certain of our executive officers may be entitled to accelerated vesting of their stock options pursuant to the terms of their employment arrangements upon a change of control of the Company. In addition to the arrangements currently in place with some of our executive officers, we may enter into similar arrangements in the future with other officers. Such arrangements could delay or discourage a potential acquisition of the Company.

In addition, our OEM supply agreement with Alcatel-Lucent provides that, in the event of a change of control that would cause Alcatel-Lucent to purchase our products from an entity that is an Alcatel-Lucent competitor, we must, without additional consideration, (1) provide Alcatel-Lucent with any information required by Alcatel-Lucent to make, test and support the products that we distribute through our OEM relationship with Alcatel-Lucent, including all hardware designs and software source code, and (2) otherwise cooperate with Alcatel-Lucent to transition the manufacturing, testing and support of these products to Alcatel-Lucent. We are also obligated to promptly inform Alcatel-Lucent if and when we receive an inquiry concerning a bona fide proposal or offer to effect a change of control and will not enter into negotiations concerning a change of control without such prior notice to Alcatel-Lucent. Each of these provisions could delay or result in a discount to the proceeds our stockholders would otherwise receive upon a change of control or could discourage a third party from making a change of control offer.

We are required to evaluate our internal control over financial reporting under the Sarbanes-Oxley Act of 2002 and any adverse results from such evaluation could result in a loss of investor confidence in our financial reports and have an adverse effect on our stock price.

The Sarbanes-Oxley Act requires us to furnish a report by our management on our internal control over financial reporting. Such report contains, among other matters, an assessment of the effectiveness of our internal control over financial reporting as of the end of our fiscal year, including a statement as to whether or not our internal control over financial reporting is effective. This assessment must include disclosure of any material weaknesses in our internal control over financial reporting identified by management. While we were able to assert in our Form 10-K for the year ended July 31, 2011, filed on September 27, 2011, that our internal control over financial reporting was effective as of July 31, 2011, we must continue to monitor and assess our internal control over financial reporting. If we are unable to assert in any future reporting period that our internal control over financial reporting is effective (or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal controls), we could lose investor confidence in the accuracy and completeness of our financial reports, which would have an adverse effect on our stock price.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) Sales of Unregistered Securities

None.

(b) Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosure

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit No.	Description
10.1*	Executive Officer Bonus Plan, as amended(incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, Commission File No. 001-33347, filed on April 13, 2012)
10.2	Addendum to manufacturing Agreement, Effective as of January 16, 2012, between registrant and SerComm corporation
10.3 †	Amendment #4, effective February 17, 2012, to the Distributor Agreement dated as of June 15, 2007, between Registrant and Avnet, Inc.
31.1	Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
31.2	Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1+	Certifications of 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
101.INS+	XBRL Instance Document
101.SCH+	XBRL Taxonomy Extension Schema Document
101.DEF+	XBRL Taxonomy Extension Definition Linkbase Document
101.CAL+	XBRL Taxonomy Calculation Linkbase Document
101.LAB+	XBRL Taxonomy Label Linkbase Document
101.PRE+	XBRL Taxonomy Extension Presentation Linkbase Document

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* Indicates a management contract or compensatory plan or arrangement.

† Confidential treatment has been requested for portions of this exhibit.

+ Furnished and not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Aruba Networks, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: June 7, 2012

ARUBA NETWORKS, INC.
By:	/s/ Dominic P. Orr
	Dominic P. Orr
	President and Chief Executive Officer (Principal Executive Officer)

Dated: June 7, 2012

ARUBA NETWORKS, INC.
By:	/s/ Michael M. Galvin
	Michael M. Galvin
	Chief Financial Officer (Principal Financial Officer)

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EXHIBIT INDEX

Exhibit No.	Description
10.1 *	Executive Officer Bonus Plan, as amended(incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, Commission File No. 001-33347, filed on April 13, 2012)
10.2	Addendum to Manufacturing Agreement, effective as of January 16, 2012, between Registrant and SerComm Corporation
10.3 †	Amendment #4, effective February 17, 2012, to the Distributor Agreement dated as of June 15, 2007, between Registrant and Avnet, Inc.
31.1	Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
31.2	Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 +	Certifications of 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
101.INS +	XBRL Instance Document
101.SCH +	XBRL Taxonomy Extension Schema Document
101.DEF +	XBRL Taxonomy Extension Definition Linkbase Document
101.CAL +	XBRL Taxonomy Calculation Linkbase Document
101.LAB +	XBRL Taxonomy Label Linkbase Document
101.PRE +	XBRL Taxonomy Extension Presentation Linkbase Document

* Indicates a management contract or compensatory plan or arrangement.

† Confidential treatment has been requested for portions of this exhibit.

+ Furnished and not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Aruba Networks, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

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