SECURITIES AND EXCHANGE ~~COMMISSION WASHINGTON~~COMMISSIONWASHINGTON, D.C. ~~20549~~20549FORM ~~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 ~~July~~December 131, 2001 [ _] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______TO _______ Commission File No. 000-26690 ELANTEC SEMICONDUCTOR, INC. (Exact Name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 77-0408929 (I.R.S. Employer Identification No.)

Delaware	77-0408929
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

675 Trade Zone Boulevard, Milpitas, California (Address of principal executive offices) 95035 (Zip Code)

675 Trade Zone Boulevard, Milpitas, California	95035
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (408) 945-1323 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 the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of ~~July~~February 291, ~~2001~~2002, 2223,~~638~~109,~~073~~804 shares of the Registrant’s Common Stock, $0.01 par value, were issued and outstanding. 1

		Page
PART I	FINANCIAL INFORMATION
Item 1	Condensed Consolidated Financial Statements	3
	Notes to Condensed Consolidated Financial Statements	6
Item 2	Management’s Discussion and Analysis of Financial Condition
	and Results of Operations	11
Item 3	Quantitative and Qualitative Disclosures About Market Risk	26
PART II	OTHER INFORMATION
Item 4	Submission of Matters to a Vote of Security Holders	27
Item 6	Exhibits and Reports on Form 8-K	27
	Signatures	28

Page

PART I

FINANCIAL INFORMATION

Item 1.

Condensed Consolidated Financial Statements

Notes to Condensed Consolidated Financial Statements

Item 2.

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

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

PART II

OTHER INFORMATION

Not Applicable

SIGNATURES

PART I. FINANCIAL INFORMATION ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ELANTEC SEMICONDUCTOR, INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited)

	Three Months EndedJune 30,			Nine Months EndedJune 30,
		Three Months Ended December 31,
	~~2001~~		~~2000~~2001	~~2001~~	2000	~~2000~~
Net revenues	~~$ 20,513~~	$	~~$28~~22,~~622~~943	$~~91,778~~	40,712	~~$64,354~~
Cost of revenues	~~10,149~~		1110,~~151~~940	~~40,377~~	16,202	~~24,986~~
Cost of revenues — inventory write-down	1,489		–	1,489		–
Gross profit			12,003		24,510
Gross profit	8,875		17,471	49,912		39,368
Operating expenses:
Operating expenses:
Research and development			4,988		5,607
Research and development	5,287		4,507	17,072		10,261
Marketing, sales, general and administrative			4,545		6,372
Marketing, sales, general and administrative	4,230		4,184	15,572		10,987
Restructuring charges			550		—
Unusual charges	1,441		–	1,441		–
Total operating expenses			10,083		11,979
Total operating expenses	10,958		8,691	34,085		21,248
Income from operations			1,920		12,531
Income (loss) from operations	(2,083	)	8,780	15,827		18,120
Interest and other income, net			1,016		2,461
Interest and other income, net	2,174		377	6,913		740
Income before income taxes			2,936		14,992
Income before income taxes	91		9,157	22,740		18,860
Provision for income taxes			881		5,247
Provision for income taxes	27		3,383	7,954		6,973
Net income		$	2,055	$	9,745
Net income	$ 64		$ 5,774	$14,786		$11,887
Earnings per share:
Earnings per share:
Basic		$	0.09	$	0.44
Basic	$ 0.00		$ 0.29	$ 0.66		$ 0.62
Diluted		$	0.08	$	0.37
Diluted	$ 0.00		$ 0.24	$ 0.58		$ 0.51
Shares used in computing per share amounts:
Shares used in computing per share amounts:
Basic			22,790		22,027
Basic	22,419		19,575	22,247		19,194
Diluted			25,420		26,036
Diluted	25,255		23,849	25,565		23,199

See accompanying notes to the condensed consolidated financial statements.

ELANTEC SEMICONDUCTOR, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

	June 302001(1)		Sept. 302000(2)
		Dec. 31,2001(1)			Sept. 30,2001(2)
Assets:
Current assets:
Cash and cash equivalents	~~$ 140,747~~	$	~~$ 159~~113,~~531~~101		$	129,192
Short-term investments	~~38,275~~		175,~~023~~086			54,873
Accounts receivable	~~6,651~~		207,~~301~~450			7,258
Inventories	~~15,753~~		912,~~552~~711			13,327
Deferred income taxes	~~4,003~~		43,~~038~~148			3,130
Prepaid expenses and other current assets	~~1,922~~		74,~~056~~650			3,868
Total current assets	~~207,351~~		~~201~~216,~~501~~146			211,648
Property and equipment, net	~~29,166~~		2111,~~435~~269			12,600
Other assets, net	~~1,293~~		~~820~~1,804			1,270
Non-current deferred income taxes	~~5,170~~		512,~~170~~603			14,541
Total assets	~~$ 242,980~~	$	~~$ 228~~241,~~926~~822		$	240,059
Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable and accrued liabilities	~~$ 21,246~~	$	~~$ 19~~13,~~605~~284		$	14,798
Deferred revenue	~~2,934~~		32,~~977~~573			2,765
Current portion of capital lease obligations	~~1,060~~		~~1,355~~779			917
Total current liabilities	~~25,240~~		2416,~~937~~636			18,480
Long-term capital lease obligations	~~625~~		~~1,572~~315			459
Other long-term liabilities	~~1,753~~		1,~~767~~724			1,738
Stockholders’ equity:
Common stock	~~228~~		~~220~~232			231
Additional paid-in capital	~~194,041~~		~~190~~207,~~851~~699			206,226
Deferred stock compensation	~~(4,014~~	)	(43,~~767~~512	)		(3,764	)
Retained earnings	~~29,172~~		1423,~~386~~769			21,714
Accumulated other comprehensive income (loss)	16		(40	)
Accumulated other comprehensive income			96			112
Treasury stock at cost	(4,081	)	–
Treasury stock, at cost			(5,137	)		(5,137	)
Total stockholders’ equity	~~215,362~~		~~200~~223,~~650~~147			219,382
Total liabilities and stockholders’ equity	~~$ 242,980~~	$	~~$ 228~~241,~~926~~822		$	240,059

(1)

Unaudited

(2) These amounts were derived from the Company’s audited consolidated financial statements at September 30, ~~2000~~2001.

See accompanying notes to the condensed consolidated financial statements.

ELANTEC SEMICONDUCTOR, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)

	Nine months endedJune 30,
		Three months ended December 31,
	~~2001~~		~~2000~~2001			2000
Operating activities
Net income	~~$ 14,786~~	$	~~$ 11~~2,~~887~~055		$	9,745
Reconciliation of net income to net cash provided by
operating activities:
Depreciation and amortization	~~4,758~~		21,~~218~~034			1,388
Inventory write-down	1,489		–
Amortization of deferred stock compensation			252			251
Asset impairment	1,209		–
Tax benefit of stock option transactions			973			—
Amortization of deferred stock compensation	753		–
Deferred income taxes			1,920			12
Deferred income taxes	35		800
(Gain) loss on disposal of property and equipment			(93	)		64
Gain on disposal of property and equipment	(194	)	–
Changes in operating assets and liabilities:
Changes in operating assets and liabilities:
Accounts receivable			(192	)		1,728
Accounts receivable	13,650		(9,826	)
Inventories			616			(3,683	)
Inventories	(7,690	)	(4,321	)
Prepaid expenses and other current assets			(782	)		5,569
Prepaid expenses and other current assets	5,134		(170	)
Accounts payable and accrued liabilities			(1,528	)		4,298
Accounts payable and accrued liabilities	1,627		11,003
Deferred revenue			(192	)		(818	)
Deferred revenue	(1,043	)	913
Net cash provided by operating activities			4,063			18,554
Net cash provided by operating activities	34,514		12,504
Investing activities
Investing activities
Purchase of available for sale investments, net			(20,223	)		(70,423	)
Sale/maturity (purchase) of available for sale investments, net	(37,182	)	169
Purchase of property and equipment			(391	)		(4,837	)
Purchase of property and equipment	(13,486	)	(10,021	)
Disposal of property and equipment			781			—
Decrease in other assets	(491	)	(2	)
Increase in other assets			(534	)		(1	)
Net cash used in investing activities	~~(51,159~~	)	(920,~~854~~367	)		(75,261	)
Financing activities
Payments on capital lease obligations	~~(1,242~~	)	(~~1,056~~282	)		(363	)
Purchase of treasury stock	~~(4,081~~	)	–—			(1,874	)
Proceeds from exercise of stock options and employee stock
purchase plan	~~3,198~~		~~1,989~~501			622
Net cash provided by (used in) financing activities	~~(2,125~~	)	~~933~~219			(1,615	)
Effect of exchange rate changes on cash and cash equivalents	~~(14~~	)	–(6	)		3
Increase (decrease) in cash and cash equivalents	(18,784	)	3,583
Decrease in cash and cash equivalents			(16,091	)		(58,319	)
Cash and cash equivalents at beginning of period	~~159,531~~		17129,~~459~~192			159,531
Cash and cash equivalents at end of period	~~$ 140,747~~	$	~~$ 21~~113,~~042~~101		$	101,212
Supplemental disclosures of cash flow information
Taxes paid (refunded)	$ (5,500	)	$ 4,958
Taxes refunded		$	—		$	(5,500	)
Interest paid	~~$ 141~~	$	~~$ 227~~24		$	55

See accompanying notes to the condensed consolidated financial statements.

ELANTEC SEMICONDUCTOR, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Basis of Presentation We have prepared the unaudited condensed consolidated financial statements included herein pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. The results of operations for the three ~~and nine~~ month ~~periods~~period ended ~~June~~December 30, 2001 are not necessarily indicative of the results to be expected for the entire year. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our ~~Amended~~ Annual Report on Form 10-K/A for the year ended September 30, ~~2000~~2001. Our fiscal year end is the Sunday closest to September 30 and our fiscal quarters end on the Sunday closest to the end of the calendar quarter. For convenience, we have indicated that our quarters end on December 31, March 31, June 30 and September 30. 2. ~~Accounting~~Recently ~~Change~~Issued ~~Effective~~Accounting ~~October~~Pronouncements 1,Business ~~2000~~Combinations, ~~the~~Goodwill ~~Company~~and ~~adopted~~Other ~~Statement~~Intangible ofAssets. In June 2001, the Financial Accounting Standards Board (~~SFAS~~“FASB”) ~~133,~~issued ~~“Accounting~~SFAS ~~for~~No. ~~Derivative~~141, ~~Instruments~~Business Combinations and ~~Hedging~~SFAS ~~Activities~~No. 142,” asGoodwill ~~amended~~and Other Intangible Assets. ~~The~~SFAS ~~statement~~No. 141 requires that all ~~derivatives,~~business ~~whether~~combinations ~~designated~~initiated inafter ~~hedging~~June ~~relationships or not~~30, ~~are~~2001 ~~required to~~ be ~~recorded~~accounted onfor ~~the~~under ~~balance sheet at fair value. If~~ the ~~derivative~~purchase ismethod ~~designated~~and asaddresses ~~a fair value hedge,~~ the ~~changes~~initial inrecognition ~~the~~and ~~fair~~measurement ~~value~~ of ~~the~~goodwill ~~derivative~~ and ofother ~~the~~intangible ~~hedged~~assets ~~item~~acquired ~~attributable~~in toa ~~the~~business ~~hedged~~combination. ~~risk~~SFAS ~~are recognized in earnings~~No. If142 addresses the ~~derivative~~initial isrecognition ~~designated~~and asmeasurement aof ~~cash~~intangible ~~flow~~assets ~~hedge,~~acquired ~~the~~outside ~~effective portions~~ of ~~the~~a ~~changes~~business incombination ~~the~~and ~~fair value of~~ the ~~derivative~~accounting ~~are~~for ~~recorded~~goodwill inand other ~~comprehensive~~intangible ~~income~~assets ~~(OCI)~~subsequent ~~and~~to ~~are~~their ~~recognized~~acquisition. inSFAS ~~the~~No. ~~income~~142 ~~statement~~provides ~~when~~that ~~the~~intangible ~~hedged~~assets ~~item~~with ~~affects~~indefinite ~~earnings.~~useful ~~Ineffective~~lives ~~portions~~will ofnot ~~changes~~be inamortized, ~~the~~but ~~fair~~will ~~value~~be oftested ~~cash~~at ~~flow~~least ~~hedges~~annually ~~are~~for ~~recognized in earnings~~impairment. The ~~adoption~~Company ofadopted SFAS ~~133~~142 ~~did~~on ~~not result in a transition adjustment at~~ October 1, ~~2000~~2001. The ~~Company~~adoption ~~uses~~did ~~derivative~~not ~~instruments,~~have ~~primarily~~a ~~forward~~material ~~exchange~~impact ~~contracts,~~on ~~to manage~~ the ~~foreign~~Company’s ~~currency~~financial ~~exchange~~statements. ~~rate~~Long-lived ~~risk~~assets. ~~associated~~In ~~with~~October ~~certain~~2001, ~~assets~~the ~~and~~FASB ~~forecasted~~issued ~~transactions~~SFAS ~~which~~No. ~~are~~144, ~~denominated~~“Accounting infor ~~currencies~~Impairment ~~other~~or ~~than~~Disposal ~~the~~of ~~U.S.~~Long-Lived ~~Dollar~~Assets”. ~~The~~SFAS ~~Company~~No. ~~monitors~~144 ~~its~~supersedes ~~foreign~~SFAS ~~currency~~No. ~~exposures~~121, ~~regularly~~“Accounting tofor ~~maximize~~ the ~~overall~~Impairment ~~effectiveness~~ of ~~its~~Long-Lived ~~foreign~~Assets ~~currency~~and ~~hedge~~for ~~positions,~~Long-Lived ~~with~~Assets ~~the~~to ~~principal~~be ~~currency~~Disposed ~~hedged~~Of,” ~~being~~and ~~the~~addresses ~~Japanese~~financial ~~yen.~~accounting ~~The~~and ~~Company~~reporting ~~has~~for ~~not~~the ~~designated~~impairment ~~any~~or disposal of ~~its~~long-lived ~~forward~~assets. ~~exchange~~This ~~contracts~~statement asis ~~hedging~~effective ~~instruments~~for ~~under~~fiscal ~~SFAS~~years ~~133,~~beginning ~~and~~after ~~therefore~~December ~~the~~15, ~~unfavorable~~2001 ~~change~~with inearlier ~~fair~~adoption ~~value~~being ofencouraged. ~~these~~The ~~forward~~Company ~~exchange~~adopted ~~contracts~~SFAS ofNo. ~~$201,000~~144 ~~for~~on ~~the~~October ~~nine month period ended June 30~~1, 2001 ~~has been charged to interest and other income~~. The ~~fair~~adoption ~~value~~did ofnot ~~these~~have ~~instruments~~a asmaterial ofimpact ~~June~~on ~~30,~~the ~~2001~~Company’s ~~was~~financial ~~$112,000~~statements. 6

3. Inventories

Inventories consist of the following balances in thousands:

	June30, 2001		September30, 2000
				December 31,2001		September 30,2001
~~Raw materials~~	~~$ 1,199~~	Raw materials	~~$ 971~~	$	484	$	708
~~Work-in-process~~	~~11,052~~	Work-in-process	~~6,693~~		10,455		9,628
~~Finished goods~~	~~3,502~~	Finished goods	~~1,888~~		1,772		2,991
	$15,753		$9,552
				$	12,711	$	13,327

4. Stockholders’ Equity On December 19, 2000, ~~our~~the Company’s Board of Directors authorized a share repurchase program to purchase up to 1,000,000 shares of ~~our~~the Company’s common stock in the open market, depending on market conditions and other corporate considerations. As of ~~June~~December 3031, 2001, wethe ~~have~~Company had repurchased ~~183~~233,000 shares of ~~our~~its common stock for $45.1 million in connection with ~~our~~the share repurchase program. 5. Earnings per share ~~Earnings~~The ~~per~~following ~~share~~table ~~(EPS)~~sets isforth ~~computed as basic EPS using~~ the ~~weighted~~reconciliation ~~average number~~ of ~~shares of common stock outstanding and diluted EPS using the~~ weighted average ~~number of shares of~~ common ~~stock and dilutive common equivalent~~ shares outstanding ~~from~~used ~~stock~~in ~~options (using~~ the ~~treasury stock method) and shares issuable under our employee stock purchase plan. The following table sets forth the~~ computation of basic and diluted earnings per share computations (in thousands, except per share ~~data~~amounts):

	Three Months EndedJune 30,			Nine Months EndedJune 30,
		Three Months Ended December 31,
	~~2001~~		~~2000~~2001	~~2001~~	2000	~~2000~~
Net income (numerator):
Net income, basic and diluted	$ 64		$ 5,774	$14,786		$11,887
Net income		$	2,055	$	9,745
Shares (denominator):
Weighted average shares of common stock outstanding used in
computation of basic earnings per share	~~22,419~~		1922,~~575~~790	~~22,247~~	22,027	~~19,194~~
Dilutive effect of common stock options	~~2,815~~		42,~~238~~614	~~3,298~~	3,982	~~3,986~~
Dilutive effect of shares issuable under Employee Stock
Purchase Plan	21		3616	20	27	19
Shares used in computation of diluted earnings per share	~~25,255~~		2325,~~849~~420	~~25,565~~	26,036	~~23,199~~
Basic earnings per share	~~$ 0.00~~	$	$ 0.2909	$ ~~0.66~~	0.44	~~$ 0.62~~
Diluted earnings per share	~~$ 0.00~~	$	$ 0.2408	$ ~~0.58~~	0.37	~~$ 0.51~~

At December 31, 2001, outstanding options to purchase 1,804,826 shares at exercise prices between $34.97 and $121.75 were excluded from the computation of earnings per share as the option price was greater than the average market price of the common shares and, therefore, would be anti-dilutive under the treasury stock method. 7

At ~~June~~December 3031, ~~2001~~2000, outstanding options to purchase 2260,~~397,966~~055 shares at exercise prices between $3072.3781 and $121.75 were excluded from the computation of earnings per share as the option price was greater than the average market price of the common shares and, therefore, would be antidilutive under the treasury stock method. At6. ~~June~~Comprehensive ~~30,~~Income ~~2000,~~There ~~outstanding~~were ~~options~~no tomaterial ~~purchase~~differences ~~7,385 shares at exercise prices~~ between ~~$47.50~~comprehensive income and ~~$75.63~~net ~~were~~income ~~excluded~~for ~~from~~any of the ~~computation~~periods ofpresented. ~~earnings~~7. ~~per~~Segment ~~share~~Information asThe ~~the~~Company ~~option~~operates ~~price~~in ~~was~~one ~~greater~~operating ~~than~~and ~~the~~reportable ~~average~~segment, ~~market~~which ~~price~~is of the ~~common~~design, ~~shares~~development and, ~~therefore,~~marketing ~~would~~of bea ~~antidilutive~~variety ~~under~~of ~~the~~high ~~treasury~~performance ~~stock~~analog ~~method.~~integrated 6circuits. ~~Comprehensive~~The ~~Income~~Company’s ~~There~~chief ~~were~~operating nodecision-maker ~~material~~is ~~differences~~the ~~between~~Chief ~~comprehensive~~Executive ~~income and net income for all periods presented~~Officer. ~~7. Segment Information~~ The Company markets its products in the United States and in foreign countries through its sales personnel, independent sales representatives, and distributors. The Company’s geographic ~~revenues~~sales, as a percentage of net revenues, were as follows:

	Three Months EndedJune 30,					Nine Months EndedJune 30,
				Three months ended December 31,
	~~2001~~		~~2000~~		2001	~~2001~~		2000	~~2000~~
~~Domestic~~	32	%Domestic	24	%	17	41%	%	43	26%	%
~~Export:~~		Export:
~~Europe~~	9	%Europe	10	%	7	7%	%	5	10%	%
~~Japan~~	29	%Japan	33	%	36	29%	%	37	37%	%
Other Pacific Rim Countries	30	%	33	%		23	%		27	%
		Korea			28	%		12	%
	100	%	100	%		100	%		100	%
		Taiwan			11	%		3	%
		Other Pacific Rim countries			1	%		—
					100	%		100	%

The Company’s assets located outside the United States are not material. ~~The Company’s products are sold to a wide variety of original equipment manufacturers through a direct sales force and to a network of distributors.~~ Customers comprising 10% or greater of the Company’s net revenues are summarized as follows:

	Three months ended June30,			Nine months ended June30,
				Three months ended December 31,
	~~2001~~		~~2000~~	~~2001~~	2001	~~2000~~	2000
Microtek International, Inc. — Japan	21%		26%	25%		29%
		Microtek International, Inc. - Japan			22	%	34	%
Samsung — Korea	11%		13%	10%		10%
		Samsung Electronics - Korea			18	%	*
Lucent Technologies	11%		*	11%		*
		Lucent Technologies - United States			*		13	%
Solectron — United States	*		*	15%		*
		Solectron - United States			*		13	%
Insight Electronics, Inc. — United States	*		*	*		10%

* less than 10% 8

AsMicrotek ~~of June 30~~International, ~~2001,~~is ~~Microtek~~a ~~International~~distributor ~~and~~that ~~Samsung~~supports ~~accounted~~the ~~for~~Company’s ~~36%~~sales ~~and~~to ~~13%,~~a ~~respectively,~~large number of ~~the~~Japanese ~~Company’s accounts receivable~~customers. AtAs ~~September~~of 30December 31, ~~2000~~2001, Microtek International and Samsung Electronics accounted for 3229% and 1323%, respectively, of the Company’s accounts receivable. 8.At ~~Recent~~September ~~Accounting Pronouncements Revenue Recognition. In December 1999~~30, the Securities and Exchange Commission issued Staff Accounting Bulletin (SAB) No. 101, “Revenue Recognition”, which provides guidance on the recognition, presentation and disclosure of revenue in financial statements filed with the SEC. SAB No. 101 outlines the basic criteria that must be met in order to recognize revenue and provides guidance for disclosures related to revenue recognition policies. We are required to adopt SAB No. 101, as amended, in the fourth quarter of fiscal 2001~~. Although we have not fully assessed the implications of SAB No. 101~~, ~~our~~Microtek ~~management~~International ~~currently does not believe that adoption of this bulletin will have a material impact on our consolidated financial position, results of operations or cash flows. Business Combinations, Goodwill~~ and ~~Other~~Samsung ~~Intangible~~Electronics Assets. In June 2001, the Financial Accounting Standards Board issued SFAS No. 141, Business Combinations and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires that all business combinations initiated after June 30, 2001 be accounted for ~~under~~14% ~~the purchase method~~ and addresses the initial recognition and measurement of goodwill and other intangible assets acquired in a business combination. SFAS No. 142 addresses the initial recognition and measurement of intangible assets acquired outside of a business combination and the accounting for goodwill and other intangible assets subsequent to their acquisition. SFAS No. 142 provides that intangible assets with finite useful lives will not be amortized13%, ~~but will rather be tested at least annually for impairment. The Company is required to adopt SFAS 142 no later than for its fiscal year beginning September 30~~respectively, ~~2002. The Company did not carry any goodwill or other intangibles on its balance sheet as~~ of ~~June 30, 2001 and accordingly does not expect~~ the ~~adoption to have a material impact on its financial statements. 9. Unusual Charges On June 5, 2001, the~~ Company’s ~~announced~~accounts ~~that a continued softness in its communications business has led to a significant reduction in the demand on its internal fabrication facility, sort and test operations~~receivable. During the several quarters preceding the announcement, the Company had expanded its internal fabrication facility, sort and test operations in response to forecast of significant revenue growth in its communications business. However, lately, the Company has experienced significant customer push-outs of delivery dates and cancellations in the communications business. Due to these customer actions, the Company was left in a position of significant excess inventory, which based on current demand, will not be consumed during the products life cycle. The Company, in response to the current market situation took certain actions to restructure its manufacturing operations. The Company retired and held for resale certain manufacturing equipment no longer required for production. The Company measured the related impairment based on quotes obtained from an independent equipment broker. 98

~~The~~8. ~~net~~Restructuring ~~book~~Charges ~~values~~During the first quarter of ~~assets~~fiscal 2002, bythe ~~category~~Company, ~~before~~as ~~retirement~~part of a restructuring plan announced in fiscal 2001, notified its employees of a reduction of 69 positions. The affected employees include full-time regular employees and ~~their~~alternative ~~resale~~workforce ~~values~~in the manufacturing, process development, test engineering and sales departments. Employee separation expenses are comprised of severance pay, outplacement services, medical and other related benefits. Since the inception of the restructuring through December 31, 2001, 39 positions have been separated or were ascurrently ~~follows~~in (the separation process, and the Company has paid $211,000 in ~~thousands):~~separation benefits. Remaining cash expenditures associated with employee separations are estimated to be approximately $339,000 through the fourth quarter of fiscal 2002. 9

	Balances at June 30, 2001
	Before Retirement	Resale Value
Machinery and equipment	$1,513	$440
Furniture and fixtures	36	–
Leasehold improvements	100	–
Total	$1,649	$440

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, that involve substantial risks and uncertainties. In some cases, you can identify these statements by forward-looking words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” or “continue” and variations of these words or comparable words. In addition, any statements which refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and situations that may cause our or our industry’s actual results, level of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of filing this Form 10-Q. We do not undertake to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

The section entitled “Factors Affecting Future Results” and other cautionary language in this Form 10-Q, as well as the various disclosures made by us in our reports filed with the Securities and Exchange Commission, including our 2001 Annual Report on Form 10-K, provide examples of risks, uncertainties and events that may cause our actual results to differ from the expectations we describe in our forward-looking statements. You are urged to read and carefully consider these disclosures made by us.

Results of Operations – The following table sets forth, as a percentage of net revenues, certain consolidated statement of operations data for the periods indicated.

The Company also took a pretax excess inventory charge due to the sudden and significant decrease in forecasted revenue in its communications business. The charge was calculated in accordance with the Company’s policy, which is based on inventory levels in excess of nine-month demand for each specific part. The pretax charge for excess inventory was $1.5 million and is included in cost of revenues. The restructuring also included operating initiatives to improve the Company’s cost structure including a reduction of approximately 15% of the Company’s work force. The Company recorded a pretax charge of $232,000 related to severance. These unusual charges resulted in pretax charges of $1.4 million to operating expenses and $1.5 million to cost of goods sold in the quarter ended June 30, 2001. Remaining cash payments related to these activities are expected to be $66,000 for the remainder of fiscal 2001. The following table summarizes these charges (in thousands):


	2001		2000

Net revenues	100.0	%	100.0	%
Cost of revenues	47.7	%	39.8	%
Gross profit	52.3	%	60.2	%

Operating expenses:
Research and development	21.7	%	13.8	%
Marketing, sales, general
and administrative	19.8	%	15.7	%
Restructuring charges	2.4	%	—
Income from operations	8.4	%	30.8	%
Income before income taxes	12.8	%	36.8	%
Net income	9.0	%	23.9	%

	TotalCharge	Utilized throughJune 30, 2001	Balance atJune 30, 2001
Asset retirement	$1,209	$1,209	$ –
Write-down of inventory	1,489	1,489	–
Payments to employees
involuntarily terminated	232	166	66
Total	$2,930	$2,864	$66

Net revenues. Net revenues were $22.9 million in the first quarter of fiscal 2002, a decrease of 44% from net revenues of $40.7 million in the first quarter of fiscal 2001. The decrease was primarily due to a softening in our communication and optical storage business. The decrease in revenue from these markets was primarily due to lower demand from our customers resulting from excess inventory in the product channels and a decline in average selling prices for our products. As a percentage of net revenues, revenues from our communication and optical storage market segments were 24% and 32%, respectively, in the first quarter of fiscal 2002 compared to 34% and 39%, respectively, in the first quarter of fiscal 2001. Net revenues from the optical storage market continued to be adversely affected by the slow down in demand for personal computers. Net revenues from the communications market continued to suffer from a decrease in demand in North America, offset slightly by an increase in the communications market in Asia.

10Net revenues from our video product line in the first quarter of fiscal 2002 were essentially flat when compared to the same period in fiscal 2001. In the first quarter of fiscal 2002, unit shipments in our video market increased over the same period in fiscal 2001, but was offset by decreases in average selling prices. As a percentage of net revenues, revenues from our video market was 41% in the first quarter of fiscal 2002 compared to 22% in the first quarter of fiscal 2001. Our power management and legacy product line, which is still in its early stages, did not contribute significantly to our net revenues. Sales from this market represented 4% of our net revenues in the first quarter of fiscal 2002 and 2001, respectively. Geographically, in the first quarter of fiscal 2002, international sales decreased in all geographic areas, except Asia when compared to the first quarter of fiscal 2001 due to continued general weakness in the global economy. International revenues represented 83% of net revenues, up from 57% of net revenues in the first quarter of fiscal 2001, while domestic net revenues in the first quarter of fiscal 2002 decreased to 17% compared to 43% in the first quarter of fiscal 2001. The positive shift in international revenues is due primarily to strong demand for our video, optical storage and digital subscriber line (xDSL) products from original equipment manufacturers in Asia and Europe and the general weakness in the digital subscriber line (xDSL) markets in North America which significantly weakened demand for our products. A significant portion of our sales in Japan are denominated in Japanese Yen while our remaining sales worldwide are denominated in United States dollars. As a result, changes in exchange rates that strengthen the U.S. dollar could increase the local prices of our products and make these products more expensive than those of our competitors denominated in local currencies, leading to a reduction in sales and profitability. Also, changes in exchange rates that weaken the Japanese Yen will reduce the U.S. dollars that we receive for our sales denominated in Japanese Yen, leading to a reduction in revenue and profitability. We have not taken any measures to protect our forecasted sales denominated in Yen against exchange rate fluctuations, such as purchasing hedging instruments with respect to such fluctuations. However, we enter into foreign currency forward contracts to hedge trade receivables denominated in Yen. Revenues are stated net of estimated discounts and allowances. Revenue from product sales direct to customers and foreign distributors is generally recognized upon shipment. However, we defer the recognition of revenue and the related cost of revenue on shipments to domestic distributors that have certain rights of return and price protection privileges on unsold merchandise until the merchandise is sold by the distributor. Gross margin. Gross margin was 52.3% for the first quarter of fiscal 2002 compared to 60.2% in the corresponding period in fiscal 2001. Gross margin decreased due to a decline in the average selling prices of our products, decreased capacity utilization in our manufacturing facilities and a reduced mix of higher margin products. These reductions in gross margin were partially offset by improvements in manufacturing efficiencies and yields. Research and development expenses. Research and development (“R&D”) expenses decreased by $619,000 or 11% for the first quarter of fiscal 2002 as compared to the corresponding period in fiscal 2001. The decrease in R&D expenses was due primarily to lower prices from our wafer and mask set vendors resulting in lower spending of approximately $495,000 on prototype expenses, and lower spending of approximately $346,000 on outside services and facility costs. The decrease was offset by an increase of approximately $179,000 in depreciation expenses associated with development and design tools and higher employee spending of $43,000. As a percentage of net revenues, R&D expenses increased from 13.8% to 21.7% for the first quarter of 2002 primarily due to lower revenues during the first quarter of fiscal 2002. 11

~~ITEM~~Marketing, 2sales, general and administrative expenses. ~~MANAGEMENT’S~~Marketing, ~~DISCUSSION~~sales, ~~AND~~general ~~ANALYSIS~~and OFadministrative ~~FINANCIAL~~(“SG&A”) ~~CONDITION~~expenses ~~AND~~decreased ~~RESULTS~~by OF$1.8 ~~OPERATIONS~~million or 29% for the first quarter of fiscal 2002 compared to the corresponding period in fiscal 2001. The decrease in SG&A expenses was due primarily to decreased headcount related expenses of $923,000 as a result of lower sales commissions and management bonuses and lower selling expenses of $1.0 million due to the decrease in revenue. The decrease was somewhat offset by increases in facility and equipment costs of approximately $100,000. As a percentage of net revenues, SG&A expenses increased from 15.7% to 19.8% for the first quarter of 2002 primarily due to lower revenues during the first quarter of fiscal 2002. Restructuring charges. During fiscal 2001, we decided to cease new product and process development in our internal fabrication facility and to outsource all new product and process development. We also decided to outsource some of our internal testing requirements. As a result of these restructuring plans, we concluded that we would have to reduce our workforce. During the first quarter of fiscal 2002, as part of our restructuring plan, we notified our employees of a reduction of 69 positions over a period of several months. We recorded a pre-tax charge of $550,000 related to severance. Remaining cash payments related to the reduction in force are expected to be $339,000 in fiscal 2002. Interest and other income, net. Interest and other income, net reflects interest income from short-term investments offset by interest expense on capital leases and gains and losses on foreign exchange transactions. Interest and other income, net was $1.0 million in the first quarter of fiscal 2002, a decrease of $1.5 million over the corresponding period of fiscal 2001. The decrease in interest and other income, net was due primarily to a decrease in interest rates on our short-term investments. Provision for income taxes. Our effective tax rate for the first three months of fiscal 2002 is 30% compared to 35% in the same period of fiscal 2001. This decrease was due primarily to an increased percentage of our earnings being taxed at lower rates in foreign jurisdictions. Recent Accounting Pronouncements Business Combinations, Goodwill and Other Intangible Assets. In June 2001, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141, Business Combinations and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires that all business combinations initiated after June 30, 2001 be accounted for under the purchase method and addresses the initial recognition and measurement of goodwill and other intangible assets acquired in a business combination. SFAS No. 142 addresses the initial recognition and measurement of intangible assets acquired outside of a business combination and the accounting for goodwill and other intangible assets subsequent to their acquisition. SFAS No. 142 provides that intangible assets with indefinite useful lives will not be amortized, but will rather be tested at least annually for impairment. We adopted SFAS No. 142 on October 1, 2001. The adoption did not have a material impact on our financial statements. Long-lived assets. In October 2001, the FASB issued SFAS No. 144, "Accounting for Impairment or Disposal of Long-Lived Assets". SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of," and addresses financial accounting and reporting for the impairment or disposal of long-lived assets. This statement is effective for fiscal years beginning after December 15, 2001. We adopted SFAS No. 144 on October 1, 2001. The adoption did not have a material impact on our financial statements. 12

~~This~~Liquidity ~~Form~~and ~~10-Q~~Capital ~~contains~~Resources ~~forward-looking~~Our ~~statements~~primary ~~within~~sources ~~the~~of ~~meaning~~liquidity ofare ~~Section~~cash ~~21E~~and ofcash ~~the~~equivalents ~~Securities~~and ~~Exchange~~short-term ~~Act~~investments of ~~1934,~~$188.2 asmillion ~~amended~~at December 31, 2001. Cash and ~~Section~~cash ~~27A~~equivalents ofwere ~~the~~$113.1 ~~Securities~~million ~~Act~~at ofDecember ~~1933~~31, ~~as amended~~2001, ~~that~~representing ~~involve~~a ~~substantial~~decrease ~~risks~~of ~~and uncertainties~~$16.1 Inmillion ~~some~~from ~~cases~~September 30, ~~you~~2001. ~~can~~This ~~identify~~decrease ~~these~~was ~~statements~~due to net investment in marketable securities with average maturities of more than ninety days of $20.2 million offset by ~~forward-looking~~an ~~words~~increase ~~such~~in ascash ~~“may,”~~generated ~~“will,”~~from ~~“should,”~~operations ~~“expect,”~~of ~~“plan,”~~$4.1 ~~“anticipate~~million. Cash and cash equivalents were $101.2 million at December 31,” ~~“believe~~2000,” ~~“estimate~~representing a decrease of $58.3 million from September 30,” or2000. ~~“continue”~~This ~~and~~decrease ~~variations~~was due to net investment in marketable securities with average maturities of ~~these~~more ~~words~~than orninety ~~comparable~~days ~~words~~of $70.4 Inmillion, ~~addition~~purchase of treasury stock of $1.9 million, ~~any~~capital ~~statements~~expenditures ~~which~~of ~~refer~~$4.8 tomillion ~~expectations~~primarily for new process development, ~~projections~~assembly orand ~~other~~test ~~characterizations~~facilities ofand ~~future~~payments ~~events~~on orcapital ~~circumstances~~leases ~~are~~of ~~forward-looking~~$0.4 ~~statements~~million. These ~~forward-looking~~outflows ~~statements~~were ~~involve~~offset ~~known~~by ~~and~~an ~~unknown~~increase ~~risks,~~in ~~uncertainties~~cash ~~and~~generated ~~situations~~from ~~that~~operations ~~may~~of ~~cause~~$18.6 ~~our~~million orand ~~our~~proceeds ~~industry’s~~from ~~actual~~the ~~results,~~exercise ~~level~~of employee stock options of ~~activity,~~$0.6 ~~performance~~million. orWe ~~achievements~~do not expect to bemake ~~materially~~any ~~different~~substantial ~~from~~capital ~~any~~equipment ~~future~~acquisitions ~~results,~~during ~~levels~~fiscal of2002. ~~activity~~As at December 30, ~~performance~~2001 oropen ~~achievements~~purchase ~~expressed~~commitments orfor ~~implied~~capital byequipment ~~these~~was ~~statements~~$367,000. ~~Although~~On weDecember ~~believe~~19, ~~that~~2000, ~~the~~our ~~expectations~~Board ~~reflected~~of inDirectors ~~the~~authorized ~~forward-looking~~a ~~statements~~share ~~are~~repurchase ~~reasonable,~~program weto ~~cannot~~purchase ~~guarantee~~up ~~future~~to ~~results~~1,000,000 ~~levels~~shares of ~~activity~~our common stock in the open market, ~~performance~~depending oron ~~achievements.~~market ~~You~~conditions ~~should~~and ~~not~~other ~~place~~corporate ~~undue~~considerations. ~~reliance~~As onof ~~these~~December ~~forward-looking~~31, ~~statements~~2001, ~~which~~we ~~apply~~have ~~only~~repurchased as233,000 shares of ~~the~~our ~~date~~common ofstock ~~filing~~for ~~this~~$5.1 ~~Form~~million ~~10-Q~~in connection with the share repurchase program. We dobelieve ~~not~~that ~~undertake~~our tocurrent ~~update~~cash orand ~~revise~~equivalents, ~~any forward~~short-~~looking~~term ~~statement,~~investments ~~whether~~and ascash agenerated ~~result~~from ofoperations ~~new~~will ~~information,~~satisfy ~~future~~our ~~events~~expected orworking ~~otherwise.~~capital ~~The~~and ~~section~~capital ~~entitled~~expenditure “requirements for at least the next twelve months. Factors Affecting Future Results” ~~and~~Except ~~other~~for ~~cautionary~~historical ~~language~~information contained herein, the matters set forth in this Report on Form 10-Q, asincluding ~~well~~the asstatements in the ~~various~~following ~~disclosures~~paragraphs, ~~made~~are byforward-looking usstatements that are dependent on certain risks and uncertainties including such factors as, among others, delays in ~~our~~new ~~reports~~product ~~filed~~and ~~with~~process ~~the~~technology ~~Securities~~announcements and ~~Exchange~~product ~~Commission,~~introductions ~~including~~by ~~our~~us ~~2000~~or ~~Annual~~our ~~Report~~competitors, oncompetitive ~~Form~~pricing ~~10-K~~pressures, ~~provide~~fluctuations ~~examples~~in ofmanufacturing ~~risks~~yields, ~~uncertainties~~changes ~~and~~in ~~events~~the ~~that~~mix ~~may~~or ~~cause~~markets in which our ~~actual~~products ~~results~~are tosold, ~~differ~~availability ~~from~~and costs of raw materials, reliance on subcontractors, the ~~expectations~~cyclical wenature ~~describe~~of inthe ~~our~~semiconductor ~~forward~~industry, industry-~~looking~~wide ~~statements.~~wafer ~~You~~processing ~~are~~capacity, ~~urged~~political toand ~~read~~economic conditions in various geographic areas, and ~~carefully~~costs ~~consider~~associated ~~these~~with ~~disclosures~~other ~~made~~events, bysuch ~~us.~~as ~~Results~~under-utilization ofor ~~Operations~~expansion –of ~~The~~production ~~following~~capacity, ~~table~~intellectual ~~sets~~property ~~forth~~disputes, aslitigation, aor ~~percentage~~environmental ofregulation ~~net~~and ~~revenues~~other factors described below. THE MARKETS IN WHICH WE PARTICIPATE ARE INTENSELY COMPETITIVE, ~~certain~~AND ~~consolidated~~IF ~~statement~~WE ofARE ~~operations~~UNABLE ~~data~~TO ~~for~~COMPETE ~~the~~EFFECTIVELY, ~~periods~~OUR ~~indicated~~OPERATING RESULTS COULD BE HARMED. 13

	ThreeMonths EndedJune 30, 2001		ThreeMonths EndedJune 30, 2000		NineMonths EndedJune 30, 2001		NineMonths EndedJune 30, 2000
Net revenues	100.0	%	100.0	%	100.0	%	100.0	%
Cost of revenues	49.5	%	39.0	%	44.0	%	38.8	%
Cost of revenues — inventory
write-down	7.2	%	–		1.6	%	–
Gross profit	43.3	%	61.0	%	54.4	%	61.2	%
Operating expenses:
Research and development	25.8	%	15.7	%	18.6	%	15.9	%
Marketing, sales, general
and administrative	20.6	%	14.6	%	17.0	%	17.1	%
Unusual charges	7.0	%	–		1.6	%	–
Income (loss) from operations	(10.1	)%	30.7	%	17.2	%	28.2	%
Income before income taxes	0.4	%	32.0	%	24.8	%	29.3	%
Net income	0.3	%	20.2	%	16.1	%	18.5	%

The analog semiconductor industry is intensely competitive and is characterized by rapid technological change, product obsolescence and price erosion. Increased competition has in the past and could in the future result in price reductions, reduced gross margins or loss of market share, any of which could harm our operating results. In our primary markets, we compete with Analog Devices, Inc., Linear Technology Corporation, Maxim Integrated Products, Inc., Texas Instruments Inc., Toshiba and National Semiconductor Corporation. We also compete indirectly with the in-house design staffs of some of our customers and end-users, which often provide alternative solutions to individual analog systems requirements. Many of our current and potential competitors have greater name recognition, larger customer bases and greater financial, technical, manufacturing, marketing and other resources than we do. As a result, they may be able to respond more quickly to new or emerging technologies and changes in customer requirements, devote greater resources to the development, promotion, sale and support of their products, and reduce prices to increase market share. Moreover, there has been significant merger and acquisition activity among our competitors and potential competitors. These combinations may provide our competitors and potential competitors with a competitive advantage over us by enabling them to expand their product offerings and service capabilities to meet a broader range of customer needs. In addition, the introduction of new technologies and new market entrants may increase competitive pressures.

DUE TO OUR SIGNIFICANT LEVEL OF INTERNATIONAL SALES AND THE UTILIZATION OF FOREIGN MANUFACTURERS AND SUBCONTRACTORS, WE ARE SUBJECT TO INTERNATIONAL OPERATIONAL, FINANCIAL AND POLITICAL RISKS.

Sales of our products to customers outside the United States have accounted for a significant part of our net revenues. Our net international sales, as a percentage of our net revenues were 83% for the quarter ended December 31, 2001, 63% for the year ended September 30, 2001 and 75% for the year ended September 30, 2000. We expect net international sales, particularly into Japan, Taiwan and South Korea, to continue to account for a significant percentage of our net revenues in the future. In addition, we expect to continue to rely on manufacturers and subcontractors located in Taiwan, Malaysia and Thailand. Accordingly, we will be subject to risks and challenges that we would not otherwise face if we conducted our business only in the United States. These include:

11- compliance with a wide variety of foreign laws and regulations;

Net revenues. Net revenues were $20.5 million in the third quarter of fiscal 2001, a decrease of 28% from net revenues of $28.6 million in the third quarter of fiscal 2000. The decrease was primarily due to a continued softening in our video and optical storage business. As a percentage of net revenues, revenues from our video and optical storage market segments were 48% and 26% in the third quarter of fiscal 2001 compared to 41% and 39% in the same period of fiscal 2000. Our business in the optical storage and video market segments continue to be adversely affected by the slow down in demand for personal computers. Net revenues from our communications product line increased 18% in the third quarter of fiscal 2001 compared to the third quarter of fiscal 2000. However, when compared to the second quarter of fiscal 2001, net revenues from the communications segment decreased by 65% as demand in North America is very weak. In the third quarter of fiscal 2001, the communications market segment represented 22% of net revenues compared to 13% in the third quarter of fiscal 2000. Our power management product line, which is still in its early stages, did not contribute significantly to our net revenues. Sales from this market segment represented 1% of our net revenues in the third quarter of fiscal 2001 and 2000, respectively. Geographically, in the third quarter of fiscal 2001, international sales decreased in all geographic areas when compared to the third quarter of fiscal 2000. International revenues represented 68% of net revenues, down from 76% of net revenues in the third quarter of fiscal 2000, while domestic net revenues in the third quarter of fiscal 2001 increased to 32% compared to 24% in the third quarter of fiscal 2000. For the first nine months of fiscal 2001, net revenue was $91.8 million, an increase of 43% from the $64.4 million reported in the corresponding period of fiscal 2000. This increase over the prior year was driven largely by strong growth in our communications market segment during the first six months of fiscal 2001. Sales in North America, in the first nine months of fiscal 2001 grew by 126%, also driven by the strength of our communications business in the first half of our fiscal year. However, as indicated earlier, the communications business has softened as our customers are trying to work through a glut of inventory. Sales increased in Japan and the rest of Asia but decreased slightly in Europe in the first nine months of fiscal 2001 when compared to the same period in fiscal 2000. Inventory write-~~down.~~ Onchanges ~~June 5, 2001, we announced that a continued softness~~ in ~~our~~laws ~~communications business led to a significant reduction in the demand on our internal fabrication facility, sort~~ and ~~test~~regulations ~~operations.~~relating ~~During the several quarters preceding the announcement, we had expanded our internal fabrication facility, sort and test operations in response~~ to ~~forecast of significant revenue growth in our communications business. However, lately, we have experienced significant customer push-outs of delivery dates and cancellations in~~ the ~~communications~~import ~~business.~~or ~~Due~~export ~~to these customer actions, we were left in a position~~ of ~~significant~~semiconductor ~~excess inventory, which based on current demand, will not be consumed during the~~ products life cycle. As a result, we took an excess inventory charge due to the sudden and significant decrease in forecasted revenue in our communications business. The charge was calculated in accordance with our policy, which is based on inventory levels in excess of nine-month demand for each specific part. The pretax charge for excess inventory was $1.5 million to cost of sales. We do not currently anticipate that the excess inventory will be used at a later date based on our nine-month demand forecast. Gross margin. Gross margins were 43.3% and 54.4% for the third quarter and first nine months of fiscal 2001, respectively, compared to 61.0% and 61.2% in the corresponding periods in fiscal 2000. Over the past several quarters we have substantially increased our manufacturing capacity by adding manufacturing personnel, capital equipment and leasehold improvements to support higher levels of revenue. However, due to prevailing business circumstances, our net revenues have declined sequentially. Our net revenues for the third quarter of fiscal 2001 decreased 33% and 28% from net revenues in our second quarter of fiscal 2001 and the third quarter of fiscal 2000, respectively. The decrease in gross margin as a percentage of net revenues was due primarily to the absorption of higher fixed costs over a lower revenue base. 12;

Research and development expenses. Research and development (“R&D”) expenses increased by $0.8 million, or 17.3%, and $6.8 million, or 66.4%, for the third quarter and first nine months of fiscal 2001, respectively, as compared to the corresponding periods in fiscal 2000. The increase in R&D expenses in the third quarter and first nine months of fiscal 2001, as compared to the same periods of fiscal 2000, was due primarily to an increase in staffing and related compensation of $0.1 million and $2.0 million respectively, particularly related to the hiring of additional design engineering personnel, and higher spending of $0.7 million and $4.8 million respectively, on new product development. As a percentage of net revenues, R&D expenses increased from 15.7% to 25.8% for the third quarter of 2001 and from 15.9% to 18.6% for the first nine months of fiscal 2001 when compared to the same periods of fiscal 2000. Marketing, sales, general and administrative expenses. Marketing, sales, general and administrative (“SG&A”) expenses were flat in the third quarter of fiscal 2001 and increased by $4.6 million or 41.7% for the first nine months of fiscal 2001, compared to the corresponding periods in fiscal 2000. The increase in SG&A expenses in the first nine months of fiscal 2001 as compared to the same period of fiscal 2000 was due primarily to an increase in staffing and related compensation of $3.2 million, particularly related to the hiring of additional sales and marketing personnel, as well as higher selling expenses of $1.4 million due to increase in revenue. As a percentage of net revenues, SG&A expenses increased from 14.6% to 20.6% for the third quarter of 2001 and was relatively flat at 17.0% for the first nine months of fiscal 2001 when compared to the same periods of fiscal 2000. Unusual charges. On June 5, 2001, we announced that a continued softness in our communications business has led to a significant reduction in the demand on our internal fabrication facility, sort and test operations. During the several quarters preceding the announcement, we expanded our internal fabrication facility, sort and test operations in response to forecasts of significant revenue growth in our communications business. However, lately, we have experienced significant customer push-~~outs~~ oflegal ~~delivery~~uncertainties ~~dates~~regarding ~~and cancellations in the communications business. Due to these customer actions we were left in a position of significant excess inventory~~taxes, ~~which based on our current demand~~tariffs, will not be consumed during the products life cycle. In response to the current market situation we took certain actions to restructure our manufacturing operations. We retired and held for resale certain manufacturing equipment no longer required for production. We measured the related impairment based on quotes obtained from an independent equipment broker. We recorded a pretax charge of $1.2 million related to the impaired equipment. The restructuring also included operating initiatives to improve our cost structurequotas, ~~including~~export ~~a reduction of approximately 15% of our work force. We recorded a pretax charge of $0.2 million related to severance. Interest and other income~~controls, ~~net.~~export ~~Interest~~licenses and other ~~income,~~trade net was $2.2 million and $6.9 million in the third quarter and first nine months of fiscal 2001, respectively, an increase of $1.8 million and $6.2 million over the corresponding periods of fiscal 2000. The increase in interest and other income was due primarily to higher levels of cash, cash equivalents and short-term investments which arose from the proceeds of additional stock issued by us in September 2000. Provision for income taxes. Our effective tax rate for the first nine months of fiscal 2001 is 35% compared to 37% in the same period of fiscal 2000. 13barriers;

~~Liquidity and Capital Resources Our primary sources of liquidity are cash and cash equivalents and short~~-~~term~~ ~~investments~~political ~~of $179.0 million at June 30, 2001. Cash~~ and ~~cash~~economic ~~equivalents~~instability ~~were $140.7 million at June 30, 2001, representing a decrease of $18.8 million from September 30, 2000. This decrease was due to net investment~~ in ~~marketable~~or ~~securities~~foreign ~~with~~conflicts ~~average~~involving maturities of more than ninety days of $37.2 million, purchase of treasury stock of $4.1 million, capital expenditures of approximately $13.5 million primarily for new process development, assembly and test facilities and payments on capital leases of approximately $1.2 million. These outflows were offset by an increase in cash generated from operations of $34.5 million and proceeds from the ~~exercise~~countries of employee stock options and employee stock purchase plan of $3.2 million. Cash and cash equivalents were $21.0 million at June 30, 2000, representing an increase of $3.6 million from September 30, 1999. The increase is primarily a result of cash generated from operations of $12.5 million, net sale of marketable securities of $0.2 million and proceeds from the exercise of employee stock options of $2.0 million. These cash inflows were offset by capital expenditures of $10.0 million primarily for new process development, assembly and test facilities and payments on capital leases of $1.1 million. We believe that our ~~current cash and equivalents~~customers, ~~short-term~~manufacturers ~~investments~~ and ~~cash~~subcontractors ~~generated~~causing ~~from~~delays ~~operations~~or ~~will~~reductions satisfy our expected working capital and capital expenditure requirements for the next twelve months. Recent Accounting Pronouncements Revenue Recognition. In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin (SAB) No. 101, “Revenue Recognition”, which provides guidance on the recognition, presentation and disclosure of revenue in ~~financial~~orders ~~statements filed with the SEC. SAB No. 101 outlines the basic criteria that must be met in order to recognize revenue and provides guidance~~ for disclosures related to revenue recognition policies. We are required to adopt SAB No. 101, as amended, in the fourth quarter of fiscal 2001. Although we have not fully assessed the implications of SAB No. 101, our management currently does not believe that adoption of this bulletin will have a material impact on our consolidated financial position, results of operations or cash flows. Business Combinations, Goodwill and Other Intangible assets. In June 2001, the Financial Accounting Standards Board issued SFAS No. 141, Business Combinations and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires that all business combinations initiated after June 30, 2001 be accounted for under the purchase method and addresses the initial recognition and measurement of goodwill and other intangible assets acquired in a business combination. SFAS No. 142 addresses the initial recognition and measurement of intangible assets acquired outside of a business combination and the accounting for goodwill and other intangible assets subsequent to their acquisition. SFAS No. 142 provides that intangible assets with finite useful lives will not be amortized, but will rather be tested at least annually for impairment. The Company is required to adopt SFAS 142 no later than for its fiscal year beginning September 30, 2002. The Company did not carry any goodwill or other intangibles on its balance sheet as of June 30, 2001 and accordingly does not expect the adoption to have a material impact on its financial statements. 14products;

Factors Affecting Future Results The markets in which we participate are intensely competitive, and if we are unable to compete effectively, our operating results could be harmed. The analog semiconductor industry is intensely competitive and is characterized by rapid technological change, product obsolescence and price erosion. Increased competition has in the past and could in the future result in price reductions, reduced gross margins or loss of market share, any of which could harm our operating results. In our primary markets, we compete with Analog Devices, Inc., Linear Technology Corporation, Maxim Integrated Products, Inc., Texas Instruments, Toshiba and National Semiconductor Corporation. We also compete indirectly with the in-~~house~~ ~~design~~difficulties staffs of some of our customers and end-users, which often provide alternative solutions to individual analog systems requirements. Many of our current and potential competitors have greater name recognition, larger customer bases and greater financial, technical, manufacturing, marketing and other resources than we do. As a result, they may be able to respond more quickly to new or emerging technologies and changes in ~~customer~~collecting ~~requirements,~~accounts ~~devote~~receivable ~~greater resources to the development, promotion, sale~~ and ~~support~~longer ofaccounts ~~their~~receivable ~~products,~~payment and reduce prices to increase market share. Moreover, there has been significant merger and acquisition activity among our competitors and potential competitors. These combinations may provide our competitors and potential competitors with a competitive advantage over us by enabling them to expand their product offerings and service capabilities to meet a broader range of customer needs. In addition, the introduction of new technologies and new market entrants may increase competitive pressures. Cyclicality in the semiconductor industry has historically led to substantial decreases in demand for our products and technologies and may do so in the future. Our operating results are subject to significant variation due to the cyclical nature of the semiconductor industry. The semiconductor industry is currently experiencing a downturn that is adversely affecting our operating results. Our net revenues for the quarter ended June 30, 2001 decreased 33% from the quarter ended March 31, 2001. Our net income decreased from $5.0 million in the second quarter of fiscal 2001 to $0.1 million in the third quarter of fiscal 2001. Our business depends upon the current and anticipated market demand for analog semiconductors and products using analog semiconductors. Prolonged downturns in the semiconductor industry will likely lead to proportionately greater downturns in our net income or we may incur net losses. Our operating results are likely to fluctuate, which could cause us to miss expectations about those results and cause the trading price of our common stock to decline. Our quarterly operating results are likely to fluctuate, and if we fail to meet or exceed the expectations of securities analysts or investors, the trading price of our common stock could decline. Some of the important factors that could cause our net revenues and operating results to fluctuate from period to period include:cycles;

difficulties in staffing and managing personnel, distributors and representatives in foreign countries;

reduced protection for intellectual property rights in some countries, particularly in Asia;

currency exchange rate fluctuations, which could increase the price of our products in local currencies and thereby reduce our revenue from these sales;

seasonal fluctuations in purchasing patterns in other countries; and

fluctuations in freight rates and transportation disruptions.

CYCLICALITY IN THE SEMICONDUCTOR INDUSTRY HAS HISTORICALLY LED TO SUBSTANTIAL DECREASES IN DEMAND FOR OUR PRODUCTS AND TECHNOLOGIES AND MAY DO SO IN THE FUTURE.

Our operating results are subject to significant variation due to the cyclical nature of the semiconductor industry. The semiconductor industry is currently experiencing a downturn that is adversely affecting our operating results. Our net revenues for the quarter ended December 31, 2001 decreased 44% from the same period in fiscal 2001. Our net income decreased from $9.7 million in the first quarter of fiscal 2001 to $2.1 million in the first quarter of fiscal 2002. Our business depends upon the current and anticipated market demand for analog semiconductors and products using analog semiconductors. Prolonged downturns in the semiconductor industry will likely lead to proportionately greater downturns in our net income or we may incur net losses.

OUR OPERATING RESULTS ARE LIKELY TO FLUCTUATE, WHICH COULD CAUSE US TO MISS EXPECTATIONS ABOUT THOSE RESULTS AND CAUSE THE TRADING PRICE OF OUR COMMON STOCK TO DECLINE.

Our quarterly operating results are likely to fluctuate, and if we fail to meet or exceed the expectations of securities analysts or investors, the trading price of our common stock could decline. Some of the important factors that could cause our net revenues and operating results to fluctuate from period to period include:

shifts in demand for, and average selling prices of, our products;

the reduction, rescheduling or cancellation of orders by our customers;

the timing and success of product introductions and new technologies by our competitors and us;

the quantities of our products which we or third parties can manufacture and deliver in a quarter;

the timing of our investments in research and development;

the timing and provision of pricing protections and returns from our customers;

competitive pressures on selling prices;

the length of our sales cycle;

availability of manufacturing capacity for our products;

fluctuations in manufacturing yields; and

changes in product mix.

As a result of these factors our operating results may vary widely. We believe that period-to-period comparisons of our net revenues and operating results are not necessarily meaningful and, should not be relied upon as indications of future performance. WeWE ~~depend~~DEPEND ~~upon~~UPON ~~the~~THE ~~continued~~CONTINUED ~~demand~~DEMAND ~~for~~FOR ~~our~~OUR ~~products~~PRODUCTS inIN ~~the~~THE ~~communication~~COMMUNICATION, ~~video~~VIDEO ~~and~~AND ~~optical~~OPTICAL ~~storage~~STORAGE ~~markets~~MARKETS ~~for~~FOR aA ~~significant~~SIGNIFICANT ~~portion~~PORTION ofOF ~~our~~OUR ~~net~~NET ~~revenues~~REVENUES. We have derived, and expect to continue to derive, a significant portion of our net revenues from products that we sell in the communications, video and optical storage markets. Therefore, our success depends in part on the continued acceptance of our products within these markets and our ability to continue to develop and introduce new products on a timely basis for these markets. In addition, although the communications, video and optical storage markets have grown rapidly in the last few years, we have recently experienced a slowdown in these markets and cannot be certain that these markets will return to growth in the future. A prolonged downturn in these markets could harm our business and operating results. The failure to manage and sustain our growth may harm our business. Our ability to continue to grow successfully requires an effective planning and management process. Since September 30, 1999, we increased our headcount substantially, from 175 employees to 308 at June 30, 2001. Our growth has placed, and the recruitment and integration of additional employees will continue to place, a significant strain on our infrastructure, internal systems and other resources. To manage our growth effectively, we must continue to improve and expand our operational, financial and management information systems in a timely and efficient manner and invest the necessary capital. We cannot assure you that those resources will be available when we need them or that we will have sufficient capital to invest. If we are unable to manage and sustain our growth, our operating results may be harmed. Difficulties in estimating the amount and timing of sales to our customers could harm our operating results. It is difficult for us to forecast accurately the timing and amount of sales to our customers, which include distributors and original equipment manufacturers, or OEMs. Our customers generally take a long time to evaluate our products and technologies before committing to design our products into their systems. Moreover, our business is characterized by short-term orders and shipment schedules, and customer orders typically can be canceled or rescheduled on short notice to us and without significant penalty to our customers. We do not have substantial noncancellable backlog and often we are forced to obtain inventory and materials from our manufacturing subcontractors in advance of anticipated customer demand. Because we incur expenses, many of which are fixed, based in part on our forecasts of future product sales, our operating results could be harmed if sales levels are below our expectations. 1615

~~Our~~DIFFICULTIES ~~net~~IN ~~revenues~~ESTIMATING ~~may~~THE ~~decrease~~AMOUNT ifAND weTIMING ~~lose~~OF ~~any~~SALES TO OUR CUSTOMERS COULD HARM OUR OPERATING RESULTS. It is difficult for us to forecast accurately the timing and amount of sales to our customers, which include distributors and original equipment manufacturers, or OEMs. Our customers generally take a long time to evaluate our products and technologies before committing to design our products into their systems. Moreover, our business is characterized by short-term orders and shipment schedules, and customer orders typically can be canceled or rescheduled on short notice to us and without significant penalty to our customers. We do not have substantial noncancellable backlog and often we are forced to obtain inventory and materials from our manufacturing subcontractors in advance of anticipated customer demand. Because we incur expenses, ~~thereby~~many ~~harming~~of which are fixed, based in part on our forecasts of future product sales, our operating results could be harmed if sales levels are below our expectations. OUR NET REVENUES MAY DECREASE IF WE LOSE ANY OF OUR SIGNIFICANT CUSTOMERS, THEREBY HARMING OUR OPERATING RESULTS. A relatively small number of customers have accounted for a significant portion of our net revenues in any particular period. For the ~~three~~quarter ~~and nine months~~ ended ~~June~~December 3031, 2001, Microtek International, Inc., ~~Lucent~~and ~~Technologies,~~ Samsung ~~and Solectron~~ accounted for 2122%, ~~11%, 11%, 4%~~ and 2518%, ~~11%, 10%, 15% respectively,~~ of our net revenues, ~~for those periods~~respectively. The loss of any significant customer coupled with our inability to obtain orders from new customers to compensate for such loss could cause our net revenues to decline, thereby harming our operating results. We have no long-term purchase commitments with these or any of our other important customers. These customers, therefore, could cease purchasing our products with short notice to us and without significant penalty to our customers. In addition, Microtek is a distributor of our products to various OEMs. Any of these OEMs could choose to reduce or eliminate orders that would reduce our distributors’ orders for our products. We anticipate that sales of our products to a relatively small number of customers will continue to account for a significant portion of our net revenues. Due to these factors, the following may reduce our operating results:

reduction, delay or cancellation of orders from one or more of our significant distributors or OEMs;

development by one or more of our significant distributors or end-user customers of other sources of supply;

selection by one or more of our significant OEMs of devices manufactured by one or more of our competitors for inclusion in future product generations;

sales of competing products by our distributors; or

failure of one of our significant customers to make timely payment of our invoices.

WeWE ~~must~~MUST ~~achieve~~ACHIEVE ~~new~~NEW ~~design~~DESIGN ~~wins~~WINS, ~~and~~AND ~~these~~THESE ~~design~~DESIGN ~~wins~~WINS ~~must~~MUST ~~translate~~TRANSLATE ~~into~~INTO ~~customer~~CUSTOMER ~~purchases~~PURCHASES. Our success depends in part upon achieving design wins for our products with current and future customers. Design wins are indications by existing and potential customers that they intend to incorporate our products into their new product designs. To achieve design wins, we must continually increase the performance levels of our products, keep pace with evolving industry standards and introduce new products in a timely manner. If we fail to achieve design wins, we may lose potential sales opportunities. However, customer decisions to use our products can often require significant expenditures by us without any assurance of success. Design wins also do not necessarily result in purchase orders for our products. In addition, it could take up to several months before a design win translates into a purchase order, if at all. The value of any design win, moreover, will largely depend upon the commercial success of our customer’s product and on the extent to which the design of the customer’s electronic system accommodates components manufactured by our competitors. 1716

IfIF weWE ~~fail~~FAIL toTO ~~develop~~DEVELOP ~~and~~AND ~~introduce~~INTRODUCE ~~new~~NEW ~~products~~PRODUCTS onON aA ~~timely~~TIMELY ~~basis~~BASIS, weWE ~~may~~MAY ~~not~~NOT beBE ~~able~~ABLE toTO ~~attract~~ATTRACT ~~and~~AND ~~retain~~RETAIN ~~customers~~CUSTOMERS. We operate in an industry that is characterized by rapidly changing technology, frequent product introductions, product obsolescence, and ongoing demands for greater performance and functionality. We, therefore, must continually design, develop and introduce on a timely basis new products with improved features to retain and attract customers and be competitive. Successful product development and introduction on a timely basis requires that we:

design innovative and performance-enhancing features that differentiate our products from those of our competitors;

transition our products to new manufacturing technologies;

identify emerging technological trends in our target markets, including new standards for our products;

accurately identify and design new products to meet market needs;

bring products to market on a timely basis at competitive prices and maintain effective marketing strategies;

maintain a high level of investment in research and development;

respond effectively to technological changes or product announcements by others; and

adjust to changing market conditions as quickly and cost-effectively as necessary to compete successfully.

We cannot assure you that we will be able to meet the design and market introduction schedules for our new products or enhancements to our existing products or that these products will achieve market acceptance. InIN ~~order~~ORDER toTO ~~remain~~REMAIN ~~competitive~~COMPETITIVE inIN ~~the~~THE ~~analog~~ANALOG ~~semiconductor~~SEMICONDUCTOR ~~industry~~INDUSTRY, weWE ~~must~~MUST ~~develop~~DEVELOP ~~and~~AND ~~introduce~~INTRODUCE ~~new~~NEW ~~semiconductor~~SEMICONDUCTOR ~~design~~DESIGN ~~and~~AND ~~process~~PROCESS ~~technologies~~TECHNOLOGIES onON aA ~~timely~~TIMELY ~~basis~~BASIS. Our future success depends upon our ability to:

design and develop products that utilize new process technologies;

secure the availability of our new process technologies from our foundry;

introduce new process technologies to the marketplace earlier than our competitors do; and

transfer our product design to multiple foundries efficiently.

Semiconductor design and process methodologies are subject to rapid technological change, and require large expenditures for research and development. We incurred research and development expenses of $522.38 million ~~and $17.1 million~~ in ~~the~~fiscal ~~three and nine month periods ended June 30,~~ 2001, ~~respectively,~~ and $4.5 ~~million and $10~~.30 million in the ~~three~~first ~~and~~quarter ~~nine~~of ~~month~~fiscal ~~periods ended June 30, 2000, respectively~~2002. We expect that our expenses for research and development will continue to increase because we continuously attempt, on a product-by-product basis, to migrate to smaller geometry process technologies. Other companies in the industry have experienced difficulty in transitioning to new manufacturing processes and, consequently, have suffered reduced yields or delays in product deliveries. While we believe that transitioning our products to smaller geometries will be important for us to remain competitive, we cannot be certain that we can make these transitions successfully and on a cost-effective basis. 1817

~~Due~~WE toDEPEND ~~our~~ON ~~significant~~A ~~level~~LIMITED NUMBER OF THIRD PARTY FOUNDRIES TO MANUFACTURE MOST OF OUR PRODUCTS, WHICH REDUCES OUR CONTROL OVER THE PRODUCTION, SUPPLY AND DELIVERY OF OUR PRODUCTS. We depend on a limited number of ~~international~~third ~~sales~~party ~~and~~foundries for the ~~utilization~~production of ~~foreign~~most ~~manufacturers~~of our products. In particular, Agere Systems Inc. currently manufactures all of our junction isolation bipolar wafers, and ~~subcontractors~~American Microsystems, Inc. and UMC manufacture all of our complementary metal-oxide-semiconductor wafers. Also, we ~~are~~entered ~~subject~~into a foundry relationship with Philips Semiconductors Inc. to ~~international~~manufacture ~~operational~~junction isolation bipolar wafers for us. Our dependence on third parties to fabricate our products has significant risks that could potentially harm our operating results, ~~financial~~including: We have no long-term contracts with any foundry and ~~political~~we ~~risks~~do not have a guaranteed level of production capacity at any foundry. ~~Sales~~The ability of each foundry to provide wafers to us is limited by its available capacity and our ~~products~~foundry suppliers could provide that limited capacity to its other customers. ~~outside~~In addition, our foundry suppliers could reduce or even eliminate the ~~United~~capacity ~~States~~allocated ~~have~~to ~~accounted~~us ~~for~~on short notice. Moreover, such a ~~significant~~reduction ~~part~~or elimination is possible even after we have submitted a purchase order. To obtain foundry capacity, we may be forced to enter into equity and debt financing arrangements. These arrangements could result in the dilution of our ~~net~~earnings ~~revenues~~or in the ownership of our stockholders. ~~Our~~We ~~net~~provide ~~international~~the ~~sales,~~foundries aswith arolling ~~percentage~~forecasts of our ~~net~~production ~~revenues~~requirements, ~~were~~however, ~~68%~~our forecasts of production requirements may prove to be inaccurate. We have limited control over product delivery schedules, and ~~59%~~we ~~for~~may not receive products within the ~~three~~time frames and ~~nine~~in ~~months~~the ~~ended~~volumes ~~June~~required 30by our customers. We could face delays in obtaining, ~~2001~~or ~~and~~we ~~76%~~might ~~and~~not ~~74%~~be ~~for~~able to obtain, access to foundries with key fabrication process technologies, such as the ~~three~~fabrication process necessary to manufacture dielectric isolation wafers and ~~nine~~silicon-on-insulator ~~months~~wafers. ~~ended~~We ~~June~~have ~~30,~~limited ~~2000~~control over quality assurance and production costs. We ~~expect~~have ~~net~~limited ~~international~~control ~~sales~~over manufacturing yields and our foundries occasionally experience lower than anticipated manufacturing yields, particularly ~~into~~in ~~Japan,~~connection ~~Taiwan~~with the introduction of new products and ~~Korea~~the design, toinstallation ~~continue~~and toinitiation ~~account~~of ~~for~~new aprocess ~~significant~~technologies. ~~percentage~~We ofcannot be certain that we will be able to maintain our ~~net~~good ~~revenues~~relationships inwith ~~the~~our ~~future~~existing foundries. In addition, we ~~expect~~cannot tobe ~~continue~~certain that we will be able to ~~rely~~form onrelationships ~~manufacturers~~with ~~and~~other ~~subcontractors~~foundries ~~located~~as infavorable ~~Taiwan,~~as ~~Malaysia~~our ~~and~~current ~~Thailand~~ones. ~~Accordingly~~Moreover, wetransferring ~~will~~from beour ~~subject~~internal fabrication facility or our existing foundries to ~~risks~~another foundry, including the transfer to Philips Semiconductor Inc., could require a significant amount of time and ~~challenges~~loss of revenue, and we cannot assure you that we ~~would~~could ~~not~~make ~~otherwise~~a ~~face~~smooth ifand wetimely ~~conducted~~transition. ~~our~~If ~~business~~foundries ~~only~~are unable or unwilling to continue to supply us with these semiconductor devices in ~~the~~required ~~United~~time ~~States.~~frames ~~These~~and ~~include:~~volumes or at commercially acceptable costs, our business may be harmed. 18

WE ARE RESPONSIBLE FOR THE PRODUCTION OF OUR DIELECTRIC ISOLATION AND SILICON-ON-INSULATOR ~~compliance~~WAFERS AND OUR RESULTS OF OPERATIONS COULD BE HARMED IF OUR SUPPLY OF THOSE WAFERS DOES NOT MEET DEMAND. Our fabrication facilities are the only facilities currently available to us that are capable of manufacturing dielectric isolation wafers and silicon-on-insulator wafers for our products. If we experience a reduction or interruption in the supply, or a degradation in the quality of any of the wafers, we may be forced to discontinue that product based upon those wafers until we can contract with third party foundries that are qualified to produce those wafers. As a ~~wide~~result, our relationships with our customers could be harmed if we are unable to deliver sufficient quantities of wafers. IF OUR USE OF ADVANCED BIPOLAR AND BI-CMOS TECHNOLOGY FOR OUR PRODUCT DEVELOPMENT IS IMPAIRED, OUR BUSINESS AND OPERATING RESULTS COULD BE HARMED. In the fourth quarter of fiscal 2001, we discontinued the development of an advanced silicon-on-insulator technology in favor of outsourcing advanced bipolar and bi-cmos technology as part of our future product development strategy. As with the transition to any new process technology, we cannot assure you that this new technology can be successfully implemented for our product development requirements in a timely manner, that we will have access to this new technology to satisfy our requirements or that this new technology will provide the desired improvements over our current technology. Cancellation or significant delays in the transition to this new process technology or manufacturing problems associated with transferring our current product line to this technology, or problems associated with the development and manufacturing of our future products using this technology could harm our business and results of operations. Cancellation or significant delays resulting from the transition to and use of this technology also could harm our new product development program. WE RELY ON A LIMITED NUMBER OF PACKAGING SUBCONTRACTORS THAT MAY NOT HAVE ADEQUATE CAPACITY TO MEET OUR PRODUCT DELIVERY REQUIREMENTS. We rely on a limited number of packaging subcontractors with whom we do not have long-term contracts. In general, the wafers we manufacture at our fabrication facilities and the wafers we purchase from our outside foundries are tested at our facilities. The wafers are then sent to our packaging subcontractors for packaging and assembly. Our reliance on these subcontractors involves significant risks, including the lack of adequate capacity, the possibility that necessary process technologies will be eliminated and reduced control over quality and delivery schedules. These independent subcontractors may discontinue doing business with us for a variety of ~~foreign~~reasons. ~~laws~~As a result, we may experience product delivery and ~~regulations;~~quality assurance problems, which in turn may harm our reputation and operating results. 19

-IF ~~changes~~OUR PRODUCTS CONTAIN DEFECTS OR FAIL TO ACHIEVE INDUSTRY RELIABILITY STANDARDS, OUR REPUTATION MAY BE HARMED, AND WE MAY INCUR SIGNIFICANT UNEXPECTED EXPENSES AND LOSE SALES OPPORTUNITIES. Our products have in ~~laws~~the ~~and~~past ~~regulations~~contained, ~~relating~~and tomay in the ~~import~~future contain, undetected errors or ~~export~~defects. ofAny ~~semiconductor~~similar ~~products;~~problem in the future may:

- legal uncertainties regarding taxes, tariffs, quotas, export controls, export licenses and other trade barriers;

- political and economic instability in or foreign conflicts involving the countries of our customers, manufacturers and subcontractors causing delays or reductions in orders for our products;

- difficulties in collecting accounts receivable and longer accounts receivable payment cycles;

- difficulties in staffing and managing personnel, distributors and representatives in foreign countries;

- reduced protection for intellectual property rights in some countries, particularly in Asia;

- currency exchange rate fluctuations, which could increase the price of our products in local currencies and thereby reduce our revenue from these sales;

- seasonal fluctuations in purchasing patterns in other countries; and

- fluctuations in freight rates and transportation disruptions.

Any of these factors could harm our existing international operations and business or impair our ability to continue expanding into international markets. To the extent we are unable to expand our net international sales in a timely and cost-effective manner, our business could be harmed. We cannot assure you that we will be able to maintain or increase international market demand for our products. We depend on a limited number of third party foundries to manufacture most of our products, which reduces our control over the production, supply and delivery of our products. 19

We depend on a limited number of third party foundries for the production of most of our products. In particular, Agere Systems Inc. (formerly a division of Lucent Technologies) manufactures all of our junction isolation bipolar wafers, and American Microsystems, Inc. and UMC manufacture all of our complementary metal-oxide-semiconductor wafers. In addition, another foundry provides poly deposition on all of our dielectric isolation wafers and silicon-on-insulator wafers. Furthermore, there are very few foundries that have the capability to manufacture dielectric isolation wafers or silicon-on-insulator wafers. Our dependence on third parties to fabricate our products has significant risks that could potentially harm our operating results, including:

- We have no long-term contracts with any foundry and we do not have a guaranteed level of production capacity at any foundry. The ability of each foundry to provide wafers to us is limited by its available capacity and our foundry suppliers could provide that limited capacity to its other customers. In addition, our foundry suppliers could reduce or even eliminate the capacity allocated to us on short notice. Moreover, such a reduction or elimination is possible even after we have submitted a purchase order.

- To obtain foundry capacity, we may be forced to enter into equity and debt financing arrangements. These arrangements could result in the dilution of our earnings or in the ownership of our stockholders.

- We provide the foundries with rolling forecasts of our production requirements, however, our forecasts of production requirements may prove to be inaccurate.

- We have limited control over product delivery schedules, and we may not receive products within the time frames and in the volumes required by our customers.

- We could face delays in obtaining, or we might not be able to obtain, access to foundries with key fabrication process technologies, such as the fabrication process necessary to manufacture dielectric isolation wafers and silicon-on-insulator wafers.

- We have limited control over quality assurance and production costs.

- We have limited control over manufacturing yields and our foundries occasionally experience lower than anticipated manufacturing yields, particularly in connection with the introduction of new products and the design, installation and initiation of new process technologies.

We cannot be certain that we will be able to maintain our good relationships with our existing foundries. In addition, we cannot be certain that we will be able to form relationships with other foundries as favorable as our current ones. Moreover, transferring from our existing foundries to another foundry could require a significant amount of time and loss of revenue, and we cannot assure you that we could make a smooth and timely transition. If foundries are unable or unwilling to continue to supply us with these semiconductor devices in required time frames and volumes or at commercially acceptable costs, our business may be harmed. We are responsible for the production of our dielectric isolation and silicon-on-insulator wafers and our results of operations could be harmed if our supply of those wafers does not meet the demand. Our fabrication facilities are the only facilities currently available to us that are capable of manufacturing dielectric isolation wafers and silicon-on-insulator wafers for our products. If we experience a reduction or interruption in the supply, or a degradation in the quality of any of the wafers, we may be forced to discontinue that product based upon those wafers until we can contract with third party foundries that are qualified to produce those wafers. As a result, our relationships with our customers could be harmed if we are unable to deliver sufficient quantities of wafers. 20

We intend to outsource the volume production of silicon-on-insulator wafers upon the stabilization of the process. Accordingly, we intend to export the process to a suitable foundry for manufacturing of these wafers. However, we cannot provide any assurance that a suitable foundry can be qualified for such volume production. If we fail to develop our next generation silicon-on-insulator technology in a timely manner, our business and operating results could be harmed. Part of our future product development strategy includes the development of an advanced silicon-on-insulator technology. As with the development of any process technology, we cannot assure you that this new technology can be successfully implemented in a timely manner or that it will provide the desired improvements over our current technology. In addition, our next generation silicon-on-insulator technology could be supplanted by alternative new technologies and may not be able to be transferred to third party foundries. Significant delays or cancellation of the development of this new generation of technology or manufacturing problems associated with transferring our current product line to this technology could harm our business and results of operations. Significant delays or cancellation of the development of this technology also could harm our new product development program. We rely on a limited number of packaging subcontractors that may not have adequate capacity to meet our product delivery requirements. We rely on a limited number of packaging subcontractors with whom we do not have long-term contracts. In general, the wafers we manufacture at our fabrication facilities and the wafers we purchase from our outside foundries are tested at our facilities. The wafers are then sent to our packaging subcontractors for packaging and assembly. Our reliance on these subcontractors involves significant risks, including a lack of adequate capacity, the possibility that necessary process technologies will be eliminated and reduced control over quality and delivery schedules. These independent subcontractors may discontinue doing business with us for a variety of reasons. As a result, we may experience product delivery and quality assurance problems, which in turn may harm our reputation and operating results. If our products contain defects or fail to achieve industry reliability standards, our reputation may be harmed, and we may incur significant unexpected expenses and lose sales opportunities. Our products have in the past contained, and may in the future contain, undetected errors or defects. Any similar problem in the future may:

cause delays in product introductions and shipments;

result in increased costs and diversion of development resources;

cause us to incur increased charges due to obsolete or unusable inventory;

require design modifications; or

decrease market acceptance or customer satisfaction with these products, which could result in product returns.

21In addition, we may not find defects or failures in our products until after commencement of commercial shipments, which may result in loss or delay in market acceptance and could significantly harm our operating results. Our current or potential customers also might seek to recover from us any losses resulting from defects or failures in our products. Liability claims could require us to spend significant time and money in litigation or to pay significant damages. Any of these claims, whether or not successful, could seriously damage our reputation and business. IF WE FAIL TO ATTRACT AND RETAIN QUALIFIED PERSONNEL, OUR BUSINESS MAY BE HARMED. Our future success depends largely upon the continued service of our key management and technical personnel, and on our continued ability to hire, integrate and retain qualified management and technical personnel, particularly engineers. Competition for these employees in the analog semiconductor industry is intense, and we may not be successful in attracting or retaining these personnel. In addition, it is difficult to obtain work visas for foreign professionals trained in the United States. The loss of any key employee, the failure of any key employee to perform in his or her current position or our inability to attract and retain skilled employees as needed could impair our ability to meet customer and technological demands. The loss of the services of any executive officer or other key technical or management personnel could harm our business. To help retain the continued services of some of our key executives, we have entered into employment agreements with some of them. We do not have key person life insurance on any of our key personnel. EARTHQUAKES, OTHER NATURAL DISASTERS AND “ROLLING BLACKOUTS” MAY DAMAGE OUR FACILITIES OR THOSE FOUNDRIES AND OTHERS ON WHICH WE DEPEND. Our corporate headquarters and internal foundry are located in California near major earthquake faults, which have experienced earthquakes in the past. In addition, some of the foundries, suppliers and other third parties upon which we rely are located near fault lines. An earthquake or other natural disaster near one or more of the facilities of third parties upon which we rely, like the earthquake in Taiwan in September 1999 could disrupt the operations of those parties. Additionally, the loss of power, such as the temporary loss of power caused by the “rolling blackouts” experienced by us at our facility in northern California, could disrupt our operations. None of these disruptions would be covered by insurance and thus, the supply of our products could be limited and our business could be hampered. 20

InIF ~~addition,~~WE weFAIL ~~may~~TO ~~not~~PROTECT ~~find~~OUR ~~defects~~INTELLECTUAL ~~or failures in our products until after commencement of commercial shipments~~PROPERTY, ~~which~~OUR ~~may~~COMPETITORS ~~result~~COULD inMARKET ~~loss~~PRODUCTS orWITH ~~delay~~SIMILAR in market acceptance and could significantly harm our operating results. Our current or potential customers also might seek to recover from us any losses resulting from defects or failures in our products. Liability claims could require us to spend significant time and money in litigation or to pay significant damages. Any of these claimsFEATURES, ~~whether~~REDUCING orDEMAND ~~not~~FOR ~~successful,~~OUR ~~could~~PRODUCTS ~~seriously~~AND ~~damage~~HARMING ~~our~~OUR ~~reputation~~OPERATING ~~and business~~RESULTS. ~~Earthquakes, other natural disasters and “rolling blackouts” may damage our facilities or those foundries and others on which we depend.~~ Our corporate headquarters and internal foundry are located in California near major earthquake faults which have experienced earthquakes in the past. In addition, some of the foundries, suppliers and other third parties upon which we rely are located near fault lines. An earthquake or other natural disaster near one or more of the facilities of third parties upon which we rely, like the earthquake in Taiwan in September 1999 could disrupt the operations of those parties. Additionally, the loss of power, such as the temporary loss of power caused by the “rolling blackouts” experienced by us at our facility in Northern California, could disrupt our operations. None of these disruptions would be covered by insurance and thus, the supply of our products could be limited and our business could be hampered. If we fail to attract and retain qualified personnel, our business may be harmed. Our future success depends largely upon the continued service of our key management and technical personnel, and on our continued ability to hire, integrate and retain qualified management and technical personnel, particularly engineers. Competition for these employees in the analog semiconductor industry is intense, and we may not be successful in attracting or retaining these personnel. In addition, it is difficult to obtain work visas for foreign professionals trained in the United States. The loss of any key employee, the failure of any key employee to perform in his or her current position or our inability to attract and retain skilled employees as needed could impair our ability to meet customer and technological demands. The loss of the services of any executive officer or other key technical or management personnel could harm our business. To help retain the continued services of some of our key executives, we have entered into employment agreements with some of them. We do not have key person life insurance on any of our key personnel. If we fail to protect our intellectual property, our competitors could market products with similar features, reducing demand for our products and harming our operating results. Our success depends in part on our ability to protect our intellectual property rights covering our products and technologies. We rely on a combination of patent, copyright, trademark, trade secret laws and confidentiality procedures to protect our proprietary rights. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use information that we regard as proprietary. In addition, the laws of some foreign countries, and the enforcement of those laws, do not protect proprietary rights to as great an extent as do the laws of the United States. We also cannot assure you that:

our means of protecting our proprietary rights will be adequate;

patents will be issued from our currently pending or future applications;

our existing patents or any new patents will be sufficient in scope or strength to provide any meaningful protection or commercial advantage to us;

any patent or registered trademark owned by us will not be invalidated, circumvented or challenged in the United States or foreign countries; or

others will not misappropriate our proprietary technologies or independently develop similar technology, duplicate our products or design around any patent issued to us or other intellectual property rights of ours.

22In addition, we may initiate claims or litigation against third parties for infringement of our proprietary rights to establish the validity of our proprietary rights. This litigation, whether or not it is resolved in our favor, could result in significant expense to us and divert the efforts of our technical and management personnel. WE MAY FROM TIME TO TIME BE SUBJECT TO CLAIMS OF INFRINGEMENT OF OTHER PARTIES’ PROPRIETARY RIGHTS OR TO CLAIMS THAT OUR INTELLECTUAL PROPERTY RIGHTS ARE INVALID, WHICH COULD RESULT IN SIGNIFICANT EXPENSE AND LOSS OF INTELLECTUAL PROPERTY RIGHTS. From time to time we have received and may receive in the future claims that we are infringing third parties’ intellectual property rights or claims that our trademarks, patents or other intellectual property rights are invalid. The semiconductor industry is characterized by uncertain and conflicting intellectual property claims and vigorous protection and pursuit of these rights. The resolution of any claims of this nature, with or without merit, could be time consuming, result in costly litigation or cause product shipment delays. In the event of an adverse ruling, we might be required to discontinue the use of certain processes, cease the manufacture and sale of infringing products, expend significant resources to develop non-infringing technology or enter into royalty or licensing agreements. Royalty or licensing agreements, if required, might not be available on terms acceptable to us or at all. The loss of access to any intellectual property could harm our business. OUR FAILURE TO COMPLY WITH ENVIRONMENTAL LAWS AND REGULATIONS COULD SUBJECT US TO SIGNIFICANT FINES AND LIABILITIES, AND NEW LAWS AND REGULATIONS OR CHANGES IN REGULATORY INTERPRETATION OR ENFORCEMENT COULD MAKE COMPLIANCE MORE DIFFICULT AND COSTLY. We are subject to a variety of federal, state, local and foreign governmental laws and regulations related to the use, storage, discharge and disposal of toxic, volatile or otherwise hazardous chemicals used in our manufacturing of semiconductor wafers. Our failure to comply with present or future environmental laws and regulations could result in fines being imposed on us, suspension of our production or a cessation of our operations. Any failure by us to comply with these laws and regulations could subject us to significant liabilities, thereby harming our business and operating results. In addition, new environmental laws and regulations or changes in regulatory interpretation and enforcement could render compliance more difficult and costly and require significant capital expenditures. 21

InWE ~~addition,~~MAY weENGAGE ~~may~~IN ~~initiate~~FUTURE ~~claims~~ACQUISITIONS, orWHICH ~~litigation~~COULD ~~against~~HARM ~~third~~OUR ~~parties~~PROFITABILITY ~~for~~OR ~~infringement~~PUT ofA ~~our~~STRAIN ~~proprietary~~ON ~~rights~~OUR toRESOURCES, ~~establish~~OR ~~the~~CAUSE ~~validity~~DILUTION ofTO ~~our~~OUR ~~proprietary rights~~STOCKHOLDERS. ~~This~~We ~~litigation,~~may ~~whether~~make oracquisitions ~~not~~of itcomplementary isbusinesses, ~~resolved~~products inor ~~our~~technologies. ~~favor,~~Integrating ~~could~~newly ~~result~~acquired inorganizations, ~~significant~~products ~~expense~~or totechnologies usinto ~~and~~our ~~divert~~business ~~the~~could ~~efforts~~be ofexpensive, ~~our~~time ~~technical~~consuming and ~~management personnel. We~~ may ~~from~~not ~~time to time~~ be ~~subject~~successful. toFuture ~~claims~~acquisitions ofcould ~~infringement~~divert ofour ~~other parties~~management’s ~~proprietary~~attention ~~rights~~from orother tobusiness ~~claims~~concerns ~~that~~and expose our ~~intellectual~~business ~~property~~to ~~rights~~unforeseen ~~are~~liabilities ~~invalid,~~or ~~which~~risks ~~could~~associated ~~result~~with inentering ~~significant~~new ~~expense and loss of intellectual property rights~~markets. ~~From~~In ~~time~~addition, ~~to time~~ we ~~have~~may ~~received~~lose ~~and~~key ~~may~~employees ~~receive~~while inintegrating ~~the~~these ~~future~~new ~~claims~~organizations. ~~that~~Consequently, we ~~are~~may ~~infringing~~not ~~third~~be ~~parties’~~successful ~~intellectual~~in ~~property~~integrating ~~rights~~any oracquired ~~claims that our trademarks~~business, ~~patents~~products or ~~other~~technologies ~~intellectual property rights are invalid. The semiconductor industry is characterized by uncertain~~ and ~~conflicting~~may ~~intellectual~~not ~~property~~achieve ~~claims~~anticipated ~~and~~revenue ~~vigorous protection~~ and ~~pursuit~~cost ~~of these rights~~benefits. ~~The resolution of any claims of this nature~~Furthermore, ~~with~~future oracquisitions ~~without merit,~~ could ~~be time consuming,~~ result in ~~costly~~customer ~~litigation~~dissatisfaction, orperformance ~~cause~~problems ~~product~~with ~~shipment delays. In the event of~~ an ~~adverse~~acquired ~~ruling~~company, wepotentially ~~might~~dilutive beissuances ~~required to discontinue the use~~ of ~~certain~~equity ~~processes~~securities, ~~cease~~ the ~~manufacture~~incurrence ~~and sale~~ of ~~infringing~~debt, ~~products~~contingent liabilities, ~~expend~~amortization ~~significant~~expenses ~~resources~~related to ~~develop~~goodwill ~~non-infringing~~and ~~technology~~other orintangible ~~enter~~assets ~~into royalty~~ or ~~licensing~~other ~~agreements.~~unanticipated ~~Royalty~~events or ~~licensing agreements~~circumstances, ifany ~~required, might not be available on terms acceptable to us or at all. The loss~~ of ~~access~~which ~~to any intellectual property~~ could harm our business. ~~Our~~OUR ~~failure~~TRADING toPRICE ~~comply~~MAY ~~with~~BE environmental laws and regulations could subject us to significant fines and liabilities, and new laws and regulations or changes in regulatory interpretation or enforcement could make compliance more difficult and costlyVOLATILE. WeThe ~~are~~market ~~subject~~for tosecurities ~~a variety~~ of ~~federal,~~technology ~~state,~~companies ~~local~~in ~~and foreign governmental laws and regulations related to the use~~general, ~~storage, discharge~~ and ~~disposal~~ of ~~toxic,~~companies ~~volatile or otherwise hazardous chemicals used~~ in ~~our~~the ~~manufacturing of~~ semiconductor ~~wafers. Our failure to comply with present or future environmental laws and regulations could result in fines being imposed on us~~industry, ~~suspension~~including ~~of our production or a cessation of our operations. Any failure by~~ us ~~to comply with these laws and regulations could subject us to significant liabilities~~, ~~thereby harming our business and operating results. In addition, new environmental laws and regulations or changes~~ in regulatory interpretation and enforcement could render compliance more difficult and costly and require significant capital expenditures. We may require additional capital to fund our capital expenditures or our operationsparticular, ~~however,~~has ~~such~~been ~~capital~~highly ~~may not be available~~volatile. ~~The~~It ~~operation~~is oflikely ~~our~~that ~~fabrication facility requires~~ the ~~continued~~trading ~~investment~~price of ~~substantial~~our ~~capital.~~common Westock ~~intend~~will tocontinue ~~make capital investments~~ to ~~support~~fluctuate ~~business~~in ~~growth~~the ~~and achieve manufacturing cost reductions and improved yields~~future. WeFactors ~~may~~affecting ~~need~~the ~~equity~~trading orprice ~~debt financing to fund further expansion~~ of our ~~wafer~~common ~~fabrication~~stock capacity or to fund other projects. The timing and amount of these capital requirements cannot be precisely determined at this time and will depend on a number of factors, including demand for our products, our product mix, changes in semiconductor industry conditions and competitive factors. Debt or equity financing may not be available when needed or, if available, may not be available on terms satisfactory to us. 23include:

We may engage in future acquisitions, which could harm our profitability or put a strain on our resources, or cause dilution to our stockholders. We may make acquisitions of complementary businesses, products or technologies. Integrating newly acquired organizations, products or technologies into our business could be expensive, time consuming and may not be successful. Future acquisitions could divert our management’s attention from other business concerns and expose our business to unforeseen liabilities or risks associated with entering new markets. In addition, we may lose key employees while integrating these new organizations. Consequently, we may not be successful in integrating any acquired business, products or technologies and may not achieve anticipated revenue and cost benefits. In addition, future acquisitions could result in customer dissatisfaction, performance problems with an acquired company, potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities, amortization expenses related to goodwill and other intangible assets or other unanticipated events or circumstances, any of which could harm our business. Our trading price may be volatile. The market for securities of technology companies in general, and of companies in the semiconductor industry, including us, in particular, has been highly volatile. It is likely that the trading price of our common stock will continue to fluctuate in the future. Factors affecting the trading price of our common stock include:

responses to fluctuations in our operating results;

announcements of technological innovations, new products or product enhancements, joint ventures or significant agreements by us or our competitors;

our sales of common stock or other securities in the future;

general conditions in the video, optical storage, communications and power management markets; and

changes in financial estimates or recommendations by market analysts regarding us and our competitors.

In addition, the stock market has experienced substantial price and volume volatility that has particularly affected the trading prices of equity securities of many technology companies and that often has been unrelated or disproportionate to the operating results of these companies. As a result, any broad market fluctuations may adversely affect the trading price of our common stock. ~~Provisions~~PROVISIONS ofOF ~~our~~OUR ~~Certificate~~CERTIFICATE ofOF ~~Incorporation~~INCORPORATION, ~~Bylaws~~BYLAWS ~~and~~AND ~~Stockholder~~STOCKHOLDER ~~Rights~~RIGHTS ~~Plan~~PLAN orOR ~~Delaware~~DELAWARE ~~law~~LAW ~~may~~MAY ~~delay~~DELAY orOR ~~prevent~~PREVENT aA ~~change~~CHANGE ofOF ~~control~~CONTROL ofOF ~~Elantec~~ELANTEC orOR ~~changes~~CHANGES inIN ~~our~~OUR ~~management~~MANAGEMENT ~~and~~AND ~~therefore~~THEREFORE, ~~depress~~DEPRESS ~~the~~THE ~~trading~~TRADING ~~price~~PRICE ofOF ~~our~~OUR ~~common~~COMMON ~~stock~~STOCK. Delaware corporate law and our certificate of incorporation and bylaws contain provisions that could delay, defer or prevent a change in control of our company or changes in our management that you may deem advantageous. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock. These provisions: 2422

- authorize the issuance of “blank check” preferred stock, which is preferred stock that our board of directors can create and issue without prior stockholder approval with rights senior to those of common stock;

limit the ability of stockholders to call special meetings of stockholders;

prohibit cumulative voting in the election of directors, which would allow less than a majority of stockholders to elect director candidates; and

establish advance notice requirements for submitting nominations for election to the board of directors and for proposing matters that can be acted upon by stockholders at a meeting.

In addition, our board of directors declared a dividend of one preferred share purchase right for each share of our common stock outstanding, subject to limitations stated in the stockholder rights plan. These rights may delay, defer or prevent a change of control of our company. 25OUR REPORTED RESULTS MAY BE ADVERSELY AFFECTED BY CHANGES IN ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES OF AMERICA. We prepare our financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP). GAAP is subject to interpretation by the American Institute of Certified Public Accountants, the Securities and Exchange Commission and various bodies formed to interpret and create appropriate accounting policies. A change in these policies or interpretations can have a significant effect on our reported results, and may even affect the reporting of transactions completed prior to the announcement of a change. 23

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ~~Interest~~For ~~Rate Sensitivity. We maintain a short-term investment portfolio consisting mainly of income securities with an average maturity of less than one year. These securities are subject to~~ interest rate ~~risk~~sensitivity and will fall in value if market interest rates increase. If market interest rates were to increase immediately and uniformly by 10% from levels at June 30, 2001, the fair value of the approximately $38.3 million portfolio would decline by an immaterial amount. At June 30, 2001, we had approximately $1.7 million of outstanding obligations under capital lease arrangements. As the lease payments associated with these arrangements do not have variable interest rates, an increase of 10% in short-term interest rates would not have a material impact on our net income or cash flows. We do not hedge any interest rate exposures. We have not undertaken any specific actions to cover exposure to interest rate risk and we are not a party to any interest rate risk management transactions. We did not purchase or hold any derivative financial instruments for trading purposes. Foreign Currency Exchange Risk. The Japanese Yen and the British Pound Sterling are the functional currency of our subsidiaries in Japan and the United Kingdom, respectively. We denominate certain sales transactions in Japanese Yen. We have established a foreign currency ~~hedging program, utilizing foreign currency forward~~ exchange ~~contracts~~risk, orreference ~~forward~~is ~~contracts~~made ~~of various durations~~ to ~~hedge~~Part ~~trade~~II, ~~receivables~~Item ~~denominated in Japanese Yen. Under this program~~7A, ~~gains~~Quantitative and ~~losses~~Qualitative onDisclosures ~~the~~About ~~forward~~Market ~~contracts~~Risk, ~~mitigate the risk of material foreign currency transaction gains and losses and offset increases or decreases~~ in our ~~foreign~~Annual ~~currency~~Report ~~receivables.~~on WeForm do10-K ~~not use forward contracts~~ for ~~trading purposes. We believe that~~ the ~~use~~year ofended ~~foreign~~September currency financial instruments should reduce the risks that arise from conducting business in international markets. We do not currently enter into foreign exchange forward contracts to hedge balance sheet exposures of our foreign subsidiaries and intercompany balances against future movements in foreign exchange rates. However, we do maintain cash balances denominated in Yen and the British Pound Sterling. If foreign exchange rates were to weaken against the United States dollar immediately and uniformly by 10.0% from the exchange rate at June 30, 2001~~, the fair value of these foreign currency amounts would decline by an immaterial amount~~. At the end of each fiscal month, all foreign currency assets and liabilities are revalued using the month end spot rate and the realized and unrealized gains and losses are recorded and included in net income as a component of interest and other income, net. 2624

PART II —- OTHER INFORMATION ~~ITEM~~Not 4Applicable. ~~— SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 6. — EXHIBITS AND REPORTS ON FORM 8-K~~25

(a) Reports on Form 8-K:

None.

SIGNATURES

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

Date: ~~August~~February 1513, ~~2001~~2002 ELANTEC SEMICONDUCTOR, INC. (Registrant) By: /s/ Brian McDonald—————————————— Brian ~~McDonald~~McDonaldChief ~~Chief~~ Financial Officer (duly authorized officer and principal financial officer)

TABLE OF CONTENTS

ELANTEC SEMICONDUCTOR, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)

3. Inventories

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SIGNATURES

ELANTEC SEMICONDUCTOR, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

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