ACTEL CORPORATION
                      SELECTED CONSOLIDATED FINANCIAL DATA
                      (in thousands, except per share data)


<TABLE>
<CAPTION>
                                                                       Years Ended December 31,
                                                 --------------------------------------------------------------------
                                                     2000          1999          1998          1997          1996
                                                 ------------  ------------  ------------  ------------  ------------
<S>                                              <C>           <C>           <C>           <C>           <C>
Consolidated Statements of Income Data:
Net revenues................................     $    226,419  $    171,661  $    154,427  $    155,858  $    148,779
Costs and expenses:
   Cost of revenues.........................           84,680        66,387        61,642        64,244        64,420
   Research and development.................           36,599        32,338        31,220        26,465        23,934
   Selling, general, and administrative.....           47,960        45,903        40,558        40,317        37,518
   Amortization of goodwill and other
     acquisition-related intangibles........            8,056         2,226         1,185           877           877
   Restructuring charge (1).................               --         1,963            --            --            --
   Purchased in-process research and
     development (2)........................           10,646           600            --            --            --
                                                 ------------  ------------  ------------  ------------  ------------
         Total costs and expenses...........          187,941       149,417       134,605       131,903       126,749
                                                 ------------  ------------  ------------  ------------  ------------
Income from operations......................           38,478        22,244        19,822        23,955        22,030
Interest income and other, net of expense...            8,310         3,642         2,380         1,842         1,055
Gain on sale of Chartered Semiconductor
   stock (3)................................           28,329            --            --            --            --
                                                 ------------  ------------  ------------  ------------  ------------
Income before tax provision and equity in net
   (loss) of equity method investee.........           75,117        25,886        22,202        25,797        23,085
Equity in net (loss) of equity method
   investee (4).............................           (2,445)         (193)           --            --            --
Tax provision...............................           31,227         8,055         7,215         9,029         8,147
                                                 ------------  ------------  ------------  ------------  ------------
Net income..................................     $     41,445  $     17,638  $     14,987  $     16,768  $     14,938
                                                 ============  ============  ============  ============  ============
Net income per share:
   Basic (5)................................     $       1.77  $       0.81  $       0.71  $       0.82  $       0.84
                                                 ============  ============  ============  ============  ============
   Diluted (5)..............................     $       1.58  $       0.76  $       0.68  $       0.76  $       0.70
                                                 ============  ============  ============  ============  ============
Shares used in computing net income per share:
   Basic....................................           23,447        21,664        21,251        20,370        17,826
                                                 ============  ============  ============  ============  ============
   Diluted..................................           26,233        23,058        21,921        21,968        21,485
                                                 ============  ============  ============  ============  ============
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                                ACTEL CORPORATION

                SELECTED CONSOLIDATED FINANCIAL DATA (Continued)
                      (in thousands, except per share data)


                                                                          As of December 31,
                                                 --------------------------------------------------------------------
                                                     2000          1999          1998          1997          1996
                                                 ------------  ------------  ------------  ------------  ------------
<S>                                              <C>           <C>           <C>           <C>           <C>
 Consolidated Balance Sheet Data:
 Working capital............................     $    146,952  $    108,818  $     85,858  $     76,279  $     55,397
 Total assets...............................          312,434       259,211       179,708       159,994       136,712
 Redeemable convertible preferred Stock (6).               --            --            --            --        18,147
 Total shareholders' equity.................          230,101       178,630       127,054       109,010        69,357
</TABLE>
------------------------------------------------------------

(1)  During the second quarter of 1999,  Actel  completed a  restructuring  plan
     that resulted in a reduction in force along with the elimination of certain
     projects and non-critical  activities.  See Note 6 of Notes to Consolidated
     Financial Statements for further discussion of components of this charge.

(2)  The  1999  expense   represents  a  charge  for  in-process   research  and
     development  incurred  in the  fourth  quarter of 1999 in  connection  with
     Actel's  acquisition of AutoGate  Logic,  Inc. The 2000 expenses  represent
     charges for  in-process  research  and  development  arising  from  Actel's
     acquisitions of Prosys Technology, Inc. and GateField Corporation. See Note
     5 of Notes to Consolidated  Financial  Statements for further discussion of
     these charges.

(3)  During  the  second  quarter  of  2000,  Actel  sold all of its  shares  of
     Chartered  Semiconductor  common  stock  for  proceeds  of  $39.0  million,
     resulting  in a one-time  gain of $28.3  million  before tax. See Note 4 of
     Notes to Consolidated  Financial  Statements for further discussion of this
     gain.

(4)  Represents  Actel's equity share of net losses of GateField  Corporation in
     accordance  with the  equity  method of  accounting  prior to the  purchase
     acquisition completed on November 15, 2000.

(5)  The earnings per share amounts prior to 1997 have been restated as required
     to comply  with  Statement  of  Financial  Accounting  Standards  No.  128,
     "Earnings  Per  Share."  See  Note 15 of Notes  to  Consolidated  Financial
     Statements for further discussion of earnings per share.

(6)  Represents   redeemable   convertible   preferred  stock  issued  to  Texas
     Instruments, Inc. (TI) in connection with Actel's acquisition of TI's field
     programmable  gate array  business.  On March 12, 1997,  TI  converted  the
     Series A preferred stock into 2,631,578 shares of common stock.

<PAGE>


                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         Actel  Corporation   ("Actel")  is  the  world's  leading  supplier  of
antifuse-based  field programmable gate arrays ("FPGAs") and associated software
development  tools.  FPGAs are used by  designers  of  communication,  computer,
industrial  control,   military/aerospace,   and  other  electronic  systems  to
differentiate their products and get them to market faster.

Business Developments

         GateField Acquisition

         On November 15, 2000,  Actel  completed  its  acquisition  of GateField
Corporation  ("GateField"),  a  developer  of flash  based FPGA  products,  in a
transaction  accounted for using the purchase  method of  accounting.  The $45.7
million  purchase  price  included  cash   consideration,   the  cost  of  Actel
investments in GateField made prior to the  acquisition,  acquisition  expenses,
and the value of all  outstanding  GateField  employee  stock  options that were
assumed by Actel in the acquisition.

         In accordance with the provisions of Accounting  Principles Board (APB)
Opinion No. 16, "Business Combinations," all identifiable assets and liabilities
were  assigned  a  portion  of the  total  consideration  on the  basis of their
respective fair values as of November 15, 2000. The consideration was allocated,
based on the valuation report of an independent valuation specialist, as follows
(in thousands):

Net tangible assets (liabilities) of GateField............    $    (1,083)
In-process research and development.......................          5,088
Acquired work-force.......................................            476
Developed technology......................................          5,808
Core Technology...........................................          2,896
Tradename.................................................            326
Patents...................................................            976
Goodwill..................................................         26,680
Unearned compensation costs...............................            922
Deferred tax asset, net of deferred tax liability.........          3,647
                                                              -----------
                                                              $    45,736
                                                              ===========

         The purchase  price  allocation  is  preliminary  and subject to change
pending  finalization  of  tax  planning  strategies  intended  to  utilize  net
operating losses acquired in the GateField acquisition.  Upon completion of this
study,  there could be material  subsequent  adjustments  to goodwill  and other
non-current  intangible  assets  from  the  GateField  acquisition,  when  these
acquired net operating losses become realizable.

         The  In-process  research  and  development  (IPRD)  was valued at $5.1
million and charged to operating  expense upon the closing of the acquisition on
November 15, 2000. The values assigned to the other identified intangible assets
were  accounted  for on the  balance  sheet and are being  amortized  over their
respective  useful  lives.  See  Note  5  of  Notes  to  Consolidated  Financial
Statements for further discussion of the GateField acquisition.


         Prosys Acquisition

         On June 2, 2000, Actel acquired Prosys  Technology,  Inc.  (Prosys),  a
developer of SRAM-based  embedded FPGA  Intellectual  Property  cores (IP), in a
transaction  accounted  for as a  purchase.  The $24.5  million  purchase  price
included $6.9 million in cash, 220,518 shares of Actel common stock, acquisition
costs, and the value of all outstanding  Prosys employee stock options that were
assumed by Actel in the acquisition.


         In  accordance   with  the  provisions  of  APB  Opinion  No.  16,  all
identifiable  assets  and  liabilities  were  assigned  a  portion  of the total
consideration  on the basis of their respective fair values.  The  consideration
was  allocated,  based  on the  valuation  report  of an  independent  valuation
specialist, as follows (in thousands):

In-process research and development.......................    $     5,558
Acquired work-force.......................................            273
Patent applications.......................................            349
Cash and other current assets.............................             57
Deferred tax liability....................................           (249)
Goodwill..................................................         18,534
                                                              -----------
                                                              $    24,522
                                                              ===========

         The IPRD was valued at $5.6  million and charged to  operating  expense
upon the closing of the  acquisition on June 2, 2000. The values assigned to the
other  identified  intangible  assets were  placed on the balance  sheet and are
being  amortized  over their  respective  useful  lives.  See Note 5 of Notes to
Consolidated   Financial   Statements  for  further  discussion  of  the  Prosys
acquisition.

Results of Operations

         The  following  table  sets  forth  certain  financial  data  from  the
Consolidated Statements of Income expressed as a percentage of net revenues:

<TABLE>
<CAPTION>
                                                                                     Years Ended December 31,
                                                                                  2000          1999          1998
                                                                               ---------     ---------     ---------
<S>                                                                              <C>           <C>           <C>
Net revenues............................................................         100.0%        100.0%        100.0%
Cost of revenues........................................................          37.4          38.7          39.9
                                                                               ---------     ---------     ---------
Gross margin............................................................          62.6          61.3          60.1
Research and development................................................          16.2          18.8          20.2
Selling, general, and administrative....................................          21.2          26.7          26.3
Amortization of goodwill and other acquisition-related intangibles......           3.6           1.3           0.7
Restructuring charge....................................................            --           1.2            --
Purchased in-process research and development...........................           4.6           0.3            --
                                                                               ---------     ---------     ---------
Income from operations..................................................          17.0          13.0          12.9
Interest income and other, net of expense...............................           3.7           2.1           1.5
Gain on sale of Chartered Semiconductor stock...........................          12.5            --            --
                                                                               ---------     ---------     ---------
Income before tax provision and equity in net (loss) of equity method
    investee............................................................          33.2          15.1          14.4
Equity in net (loss) of equity method investee..........................          (1.1)         (0.1)           --
Tax provision...........................................................          13.8           4.7           4.7
                                                                               ---------     ---------     ---------
Net income..............................................................          18.3%         10.3%          9.7%
                                                                               =========     =========     =========
</TABLE>

         Actel's  fiscal  year ends on the first  Sunday  after  December  30th.
Fiscal  2000,  1999 and 1998 ended on December 31,  2000,  January 2, 2000,  and
January 3, 1999,  respectively.  Fiscal 1998 was a fifty-three week fiscal year,
rather than a normal  fifty-two  week  fiscal  year.  For ease of  presentation,
December  31  has  been  indicated  as  the  fiscal   year-end  for  all  years.

         Net Revenues

         Net  revenues  for 2000 were  $226.4  million,  an increase of 32% from
1999.  This compares with an increase in net revenues of 11% for 1999 from 1998.
Actel derives its revenues primarily from the sale of FPGAs, which accounted for
96% of the net revenues for 2000,  compared  with 96% for 1999 and 97% for 1998.
Non-FPGA  revenues are derived  primarily from Actel's  Protocol Design Services
Group,  which was acquired from GateField in 1998.  Actel also derives  revenues
from royalties and the sale of software, hardware and maintenance.

         Net revenues  from the sale of FPGAs for 2000  increased 34% from 1999.
This  compares  with an increase of 10% for 1999 from 1998.  The increase in net
revenues  for  2000  compared  with  1999 was due to an  increase  of 12% in the
overall  average  selling  prices  (ASP) of FPGAs and an increase of 18% in unit
shipments. The increase in net revenues from the sale of FPGAs for 1999 compared
with 1998 was due to an increase of 21% in FPGA unit sales,  which was offset by
a 10%  decline in the  overall  ASP of FPGAs.  The decline in the overall ASP of
FPGAs for 1999 compared with 1998, and the increases in unit sales for both 2000
and 1999,  resulted  primarily from higher  percentage  shipments of MX product.
Revenues were also favorably  impacted for both 2000 and 1999 by increased sales
to Nortel Networks  Corporation  (Nortel  Networks),  which accounted for 11% of
sales in 2000, 9% in 1999, and 3% in 1998.

         Actel  generates  a  majority  of its  revenues  from  the  sale of its
products  through  distributors.   Actel's  principal  distributors  are  Unique
Technologies,  Inc. (Unique) and Pioneer-Standard Electronics, Inc. (Pioneer) in
North  America  and  Arrow  Electronics,   Inc.  and  Zeus  Electronics  (Arrow)
worldwide.  Unique replaced Wyle Electronics  Marketing Group (Wyle) as an Actel
distributor  in the  second  half of 1998.  Unique and Wyle are both part of the
worldwide Veba  Electronics  Group.  The following table sets forth, for each of
the last three years,  the  percentage  of revenues  derived from all  customers
accounting for 10% or more of net revenues in any of such years:

                                            2000          1999          1998
                                           ------        ------        ------
Arrow..............................          17%           16%           14%
Wyle/Unique........................          15%           13%           14%
Pioneer............................          13%           12%            9%
Nortel Networks....................          11%            9%            3%

         Actel does not  recognize  revenue on product  shipped to a distributor
until   the    distributor    resells    the    product    to   its    customer.

         Sales to customers  outside the United  States  accounted for 32%, 29%,
and 33% of net revenues for 2000, 1999, and 1998, respectively.  Of these export
sales, the largest portion was derived from European customers,  which accounted
for 19%, 17%, and 19% of net revenues for 2000, 1999, and 1998, respectively.

         Gross Margin

         Gross margin for 2000 was 63% of net  revenues,  compared  with 61% for
1999 and 60% for 1998.  The improved  gross margin  resulted  primarily  from an
increase  in ASP  (12%  for 2000  compared  with  1999),  improved  sort  yields
(especially on newer products) and better utilization of manufacturing capacity.
For  1999,  these  improvements  were  offset  by the  unfavorable  impact  of a
strengthening  yen against the dollar,  in which some of Actel's wafer purchases
are denominated.

         Actel seeks to reduce  costs by  improving  wafer  yields,  negotiating
price  reductions  with  suppliers,  increasing  the level and efficiency of its
testing  and  packaging  operations,  achieving  economies  of scale by means of
higher production  levels,  and increasing the number of die produced per wafer,
principally,  by shrinking  the die size of its  products.  No assurance  can be
given that these efforts will be  successful.  The capability of Actel to shrink
the die size of its FPGAs is  dependent  on the  availability  of more  advanced
manufacturing  processes.  Due to the custom  steps  involved  in  manufacturing
antifuse FPGAs,  Actel typically obtains access to new  manufacturing  processes
later than its competitors using standard manufacturing processes.

         Research and Development

         Research and  development  expenditures  for 2000 were $36.6 million or
16% of net revenues,  compared with $32.3 million,  or 19% of net revenues,  for
1999  and  $31.2  million,  or 20% of  net  revenues,  for  1998.  Research  and
development  expenditures  for 2000  increased  by 13% compared  with 1999,  but
decreased as a percentage of net revenues. The increase in expenditures for 2000
was due in part to increased  headcount  following Actel's acquisition of Prosys
and GateField. Additionally,  expenditures increased in both 2000 and 1999, as a
result of Actel's effort to accelerate the introduction of new products. Despite
the growth in terms of absolute spending in each of the last two years, research
and development expenditures as a percentage of net revenues decreased each year
due to net revenue growth of 32% in 2000, and 11% growth in 1999.

         Actel's research and development  consists of circuit design,  software
development,  and process technology  activities.  Actel believes that continued
substantial  investment in research and development is critical to maintaining a
strong technological position in the industry.  Since Actel's antifuse FPGAs are
manufactured  using a  customized  process,  Actel's  research  and  development
expenditures will probably always be higher as a percentage of net revenues than
that of its major competitors.

         Selling, General, and Administrative

         Selling,  general,  and  administrative  expenses  for 2000 were  $48.0
million,  or 21% of net  revenues,  compared with $45.9  million,  or 27% of net
revenues for 1999 and $40.6 million, or 26% of net revenues,  for 1998. Selling,
general,  and  administrative  expenses for 2000  increased by 4% compared  with
1999, while Actel's net revenues increased by 32%. Selling expenses increased in
2000 due to the increase in net revenues.  Selling,  general, and administrative
expenses for 1999 increased by 13% in absolute dollars compared with 1998, while
Actel's net revenues  increased by 11%.  Selling,  general,  and  administrative
expenses  increased  in 1999  principally  because of an  accrual  of  estimated
settlement costs of claims for alleged patent infringement, more fully described
in Note 14 of Notes to Consolidated Financial Statements,  an increased level of
sales and marketing activities in support of new products,  and expenses related
to the termination of a distributor.

         Amortization of Goodwill and Other Acquisition-Related Intangibles

         Amortization of goodwill and other acquisition-related  intangibles for
2000 was $8.1 million,  compared with $2.2 million for 1999 and $1.2 million for
1998.  The  increase  in  2000  resulted   principally   from  $2.4  million  in
amortization  charges  through  November  15,  2000  related to  Actel's  equity
investment in GateField  (acquired in 2000 and previous years),  $2.5 million in
charges related to Actel's  acquisition of Prosys completed on June 2, 2000, and
$1.2 million in amortization  charges subsequent to November 15, 2000 related to
Actel's  purchase  acquisition  of GateField  completed  November 15, 2000.  The
increase in 1999 resulted  principally from a $0.9 million charge related to the
equity investment in GateField. Amortization charges are expected to increase in
2001 and subsequent years as goodwill and other acquisition-related  intangibles
related to the  GateField  and Prosys  acquisitions  are  amortized  over a full
fiscal year.

         Restructuring Charges

         During  the  second   quarter  of  fiscal  1999,   Actel   completed  a
restructuring  plan  that  resulted  in a  reduction  in  force  as  well as the
elimination of certain  projects and non-critical  activities.  The total pretax
restructuring  charges  for these  activities  amounted to $2.0  million.  These
measures were taken to reduce  spending and sharpen Actel's focus on new product
development.  As of December 31, 1999, all restructuring reserves had been fully
utilized.  See Note 6 of Notes to Consolidated  Financial Statements for further
discussion of the restructuring charges.

         Acquired In-Process Research and Development Expenses

         GateField

         In November  2000,  Actel  completed its  acquisition of GateField in a
transaction accounted for as a purchase. The in-process research and development
(IPRD) expense  associated  with this purchase  resulted in a one-time charge of
$5.1 million during the fourth quarter of 2000.

         IPRD  was  identified  and  valued  through  extensive  interviews  and
analysis of data provided by GateField concerning  developmental products, their
stage of development, the time, cost, and resources needed to complete them, and
associated risks. The income approach,  which bases the value of an asset on its
future earnings capacity, was utilized in valuing the IPRD. This approach values
an asset based on the future cash flows  projected  to be generated by the asset
over its estimated  useful life.  To estimate the value of the IPRD,  the future
cash flows were  discounted  to their  present  value  utilizing a discount rate
(25%) that would provide sufficient return to a potential investor.  At the date
of acquisition,  the in-process technology had no alternative future use and was
not ready for commercial production.

         The  fair  value of the  estimated  discounted  cash  flows of the next
generation  of  ProASIC  based  product  was  calculated  to be $5.1  million on
November 15,  2000.  The fair value  calculation  was based on future cash flows
anticipated  in the years 2001 through 2005,  with  associated  gross margin and
expense levels as a percentage of revenues gradually  improving to current Actel
operating levels by 2003.

         GateField  commenced  development  efforts  on the next  generation  of
ProASIC  product  beginning in 2000. The  development  efforts  included  adding
features,   such  as  increased  input/output  speed,  an  improved  programming
mechanism,  and  increasing  the  number of  routing  tracks  and the  number of
available gates,  and migrating the ProASIC  technology from 0.25 micron to 0.22
micron.  GateField had invested  significant  time and effort in developing this
product  family  but,  at the time of  acquisition,  it had not yet  reached the
silicon stage. At the time of the acquisition,  GateField  estimated the project
was  approximately  50% complete  and would be complete in the first  quarter of
2001. The percentage was based on GateField having expended 11.7 man-years prior
to the acquisition and the need to expend an estimated 11.5 man-years  following
the  acquisition  to  complete  the  product.  Given that  there is  significant
technological risk relating to the development of the next generation of ProASIC
based  product  and  that  not even the  first-generation  ProASIC  product  had
generated  any revenue,  this product  family met the  definition  of in-process
technology and was classified as such.

         Actel  believes  that  the  next-generation  ProASIC  products  will be
introduced  during  the  second  half of 2001.  Since  the  project  will not be
completed  in a timely  manner,  the value of the final  products  based on this
technology   will  be  diminished  due  to  the  rapid  pace  of   technological
advancements in the programmable logic market,  which would increase the risk of
obsolescence  of the new products.  In addition,  there can be no assurance that
Actel will be  successful  in the  migration  of the  product  to a 0.22  micron
process.

         Prosys

         In June 2000,  Actel  announced and completed its acquisition of Prosys
in a transaction  accounted for as a purchase.  The IPRD expense associated with
this purchase  resulted in a one-time  charge of $5.6 million  during the second
quarter of 2000.

         IPRD  was  identified  and  valued  through  extensive  interviews  and
analysis of data provided by Prosys  concerning  developmental  products,  their
stage of development,  the time, cost and resources needed to complete them, and
associated  risks.  The income  approach,  as discussed  above,  was utilized in
valuing the IPRD. At the date of acquisition,  the in-process  technology had no
alternative future use and had not reached technological feasibility.

         As of the  valuation  date,  Prosys had no  developed  products  in the
marketplace and was in the process of developing a 4x4 embedded block SRAM-based
FPGA core and a 8x8 embedded  block  SRAM-based  FPGA core.  These  intellectual
property   cores  will  be  marketed  and  licensed  as  cores  to  allow  other
semiconductor  companies to embed functional  blocks of programmable  logic into
their silicon designs. Prosys indicated that the 4x4 embedded block was expected
to be  completed  in  late  2000,  following  the  development  of key  software
features.  The 4x4 embedded  block core was  introduced  in February 2001 as the
VariCore TM Embedded  Programmable  Gate Array (EPGA) product.  The 8x8 embedded
block core,  which was (and still is) expected to be  introduced  in 2001,  will
leverage  technology from the 4x4 embedded block core. As of the valuation date,
Prosys had incurred  development costs of approximately  $3.1 million related to
the 4x4 embedded  block core and estimated  that an  additional  $1.3 million of
research  and  development  was  required to complete  the  development  of this
product.  Thus,  the  in-process  4x4  embedded  block core was  estimated to be
approximately 70% complete, an amount that approximated the relative efforts and
complexities  completed.  Since  the  8x8  embedded  block  core  will  leverage
technology  from the 4x4 embedded block core in process,  the 8x8 embedded block
core was estimated to be 35% complete in its development. These products were in
development at the time of acquisition and there was  significant  technological
risk  at  that  time  related  to  completing  development  of  these  products.
Accordingly,  the 4x4 embedded  block core and the 8x8 embedded  block core were
classified as in-process technology.

         The fair  value of the  estimated  discounted  cash flows of the Prosys
in-process  technology  was  calculated to be $5.6 million on June 2, 2000.  The
fair value  calculation was based on future cash flows  anticipated in the years
2000  through  2005,  with  associated  gross  margin  and  expense  levels as a
percentage of revenues gradually  improving to current Actel operating levels by
2002.

         Actel  does not  believe  that the delay in the  completion  of the 4x4
embedded block core will have a materially  adverse financial impact.  There can
be no assurance  that Actel will be successful in completing of the 8x8 embedded
block core. If not completed in a timely manner,  revenues from the licensing of
such SRAM-based cores would be delayed

         Interest Income and Other, Net of Expense

         Interest and other income for 2000,  1999,  and 1998 were $8.3 million,
$3.6 million, and $2.4 million, respectively. The increase in interest and other
income  in both  2000  and  1999  was due  primarily  to  increased  cash,  cash
equivalents,  and short-term investments available for investing by Actel during
the year. The combined balance of cash and short-term  investments at the end of
2000 was $140.8 million compared to $107.1 million at the end of 1999.  However,
the  combined  cash and  short-term  investments  balances  held during 2000 was
significantly  higher  than the ending  balance  due to cash usage in the fourth
quarter for the GateField  purchase ($24.0 million) and stock repurchases ($21.0
million).

         Gain on Sale of Chartered Semiconductor Common Stock

         During the second  quarter of 2000,  Actel sold all  515,000  shares of
Chartered  Semiconductor  Manufacturing Ltd.  (Chartered  Semiconductor)  common
stock that Actel owned for a one-time gain of $28.3 million.

         Equity in Net Loss of Equity Method Investee

         Prior to Actel's  acquisition of GateField on November 15, 2000,  Actel
accounted for its  investments in and agreements with GateField under the equity
method  of  accounting.  Actel  began  accounting  for its  equity  interest  in
GateField  under the equity  method of  accounting  during the third  quarter of
1999.  Actel incurred a charge of $2.4 million in 2000 for its equity in the net
loss of GateField,  compared with $0.2 million in 1999. The increase in 2000 was
due to increased  losses by GateField  and the  inclusion of losses for almost a
full year (January through November)  compared with only six months in 1999. The
charge was also  higher due to an  increase in Actel's  ownership  of  GateField
common stock from 4.1% in 1999 to 26.3% at the time of the acquisition.

         Tax Provision

         Excluding  the  effect of  certain,  non-recurring  acquisition-related
charges and investment  gains,  Actel's  effective tax rates for 2000, 1999, and
1998  were  31.3%,  31.4%,  and  32.5%,  respectively.   Significant  components
affecting  this  effective  tax rate include  federal  research and  development
credits,  income  from tax exempt  securities,  the state  composite  rate,  and
recognition of certain deferred tax assets subject to valuation allowances as of
December 31, 1999, December 31, 1998, and December 31, 1997,  respectively.  The
effective  tax rate  including  non-recurring  acquisition-related  charges  and
investment gains was 43.0% for 2000.

Financial Condition, Liquidity, and Capital Resources

         Actel's total assets were $312.4  million at the end of 2000,  compared
with  $253.1  million  at the end of 1999.  The  increase  in total  assets  was
attributable  principally  to increases in cash,  cash  equivalents,  short-term
investments,  accounts receivable,  and goodwill. The following table sets forth
certain financial data from the consolidated balance sheets:

                                                             Percentage Change
                                                             From 1999 to 2000
                                                            -------------------
Cash, cash equivalents, and short-term investments..........         31.4%
Accounts receivable, net....................................         28.6
Inventories.................................................          0.7
Property and equipment, net.................................         (3.4)
Investment in Chartered Semiconductor.......................       (100.0)
Goodwill....................................................        632.9
Other assets (primarily non-goodwill purchased
  intangible assets)........................................         26.8
Total assets................................................         23.4
Total current liabilities...................................         19.2
Shareholders' equity........................................         28.8

         Cash, Cash Equivalents, and Short-Term Investments

         Actel's cash, cash equivalents,  and short-term investments were $140.8
million at the end of 2000, compared with $107.1 million at the end of 1999. The
amount of cash,  cash  equivalents,  and short-term  investments  increased as a
result of $50.2  million of cash  provided  by  operations,  which was offset by
$12.3 million of cash used in investing activities and $5.0 million of cash used
in financing  activities.  Cash  provided by  operations  included net income of
$41.4 million and  amortization  and  depreciation  of $15.5 million.  The major
investing activities included $39.0 million of proceeds from the sale of Actel's
investment in Chartered  stock which was offset by $30.9 million of cash used in
the  GateField  and Prosys  acquisitions,  a $7.0 million loan made to GateField
prior to acquisition, and $6.2 million of property and equipment purchases. Cash
used in  financing  activities  included  $21.0  million of cash used in a stock
repurchase  program  which was  offset by $16.4  million of cash  received  from
employee stock plan activities.

         Actel has a line of credit with a bank that provides for borrowings not
to exceed $5.0 million.  The agreement  contains covenants that require Actel to
maintain certain financial ratios and levels of net worth. At December 31, 2000,
Actel was in compliance  with the  covenants for the line of credit.  Borrowings
against the line of credit bear interest at the bank's prime rate. There were no
borrowings  against the line of credit at December 31, 2000.  The line of credit
expires in May 2001.

         Actel believes that existing  cash,  cash  equivalents,  and short-term
investments, together with cash generated from operations, will be sufficient to
meet its cash requirements for 2001. A portion of available cash may be used for
investment  in  or  acquisition  of  complementary   businesses,   products,  or
technologies.

         Wafer  manufacturers are increasingly  demanding financial support from
customers in the form of equity investments and advance purchase price deposits,
which in some cases are substantial.  Should Actel require additional  capacity,
it may be required to incur significant expenditures to secure such capacity.

         Actel believes that the availability of adequate financial resources is
a substantial  competitive  factor.  To take advantage of  opportunities as they
arise, or to withstand  adverse  business  conditions  should they occur, it may
become  prudent  or  necessary  for  Actel to raise  additional  capital.  Actel
monitors the availability  and cost of potential  capital  resources,  including
equity, debt, and off-balance sheet financing  arrangements,  with a view toward
raising  additional  capital on terms that are acceptable to Actel. No assurance
can be given that additional capital will become available on acceptable terms.

         Accounts Receivable

         Actel's net accounts  receivable were $29.3 million at the end of 2000,
compared with $22.8 million at the end of 1999.  This increase was due primarily
to higher sales.  Accounts  receivable  for 2000  increased by 29% compared with
1999, while Actel's net revenues increased by 32%. Days sales outstanding (DSOs)
were 41 days at the end of 2000, compared with 43 days at the end of 1999.

         Inventories

         Actel's  inventories  were $25.5  million at the end of 2000,  compared
with $25.3  million at the end of 1999.  Inventory  declined  from 132 days to a
record  low 105 days.  The  decline in days of  inventory  was due to the higher
level of sales in 2000.  Since Actel's FPGAs are  manufactured  using customized
steps that are added to the standard manufacturing  processes of its independent
wafer suppliers,  Actel's manufacturing cycle is longer and hence more difficult
to adjust in response to changing  demands or delivery  schedules.  Accordingly,
Actel's  inventory  model (120 days) will probably always be higher than that of
its major competitors using standard processes.

         Property and Equipment

         Actel's net  property  and  equipment  was $12.1  million at the end of
2000,  compared  with $12.6  million  at the end of 1999.  Actel  invested  $6.2
million in property and  equipment in 2000,  compared with $6.4 million in 1999.
$0.8  million of value was assigned to property  and  equipment  acquired in the
purchase of GateField.  Depreciation  of property and equipment was $7.4 million
in 2000,  compared with $8.1 million for 1999. Capital  expenditures  during the
past two years have been primarily for  engineering,  manufacturing,  and office
equipment.

         Investment in Chartered Semiconductor

         During the second  quarter of 2000,  Actel sold all  515,000  shares of
Chartered  Semiconductor  common  stock that Actel owned for a one-time  gain of
$28.3 million.

         Goodwill

         Actel's net  goodwill  increased  to $47.5  million at the end of 2000,
compared  with $6.5 million at the end of 1999.  The increase was due to Actel's
acquisitions of GateField  ($26.7 million in goodwill) and Prosys ($18.5 million
in goodwill) during 2000, which were offset by current year amortization.

         Other Assets

         Actel's  other assets  increased  to $23.5  million at the end of 2000,
compared with $18.6 million at the end of 1999.  This increase was  attributable
primarily to the  establishment  of a non-current  deferred tax asset related to
future tax  benefits  Actel will receive by deducting  GateField  net  operating
losses carried forward from prior years.

         Current Liabilities

         Actel's  total  current  liabilities  were $82.3  million at the end of
2000,  compared  with $69.1  million at the end of 1999.  The  increase  was due
principally  to  increases  of $5.0  million in deferred  revenue  arising  from
Actel's additional inventories at distributors to support increased sell-through
and $10.3  million  in accrued  salaries  and  employee  benefits  arising  from
additional  headcount,  primarily  as a  result  of  the  Prosys  and  GateField
acquisitions,  as well as higher bonuses  resulting from the improved  operating
performance of Actel in 2000.

         Shareholders' Equity

         Shareholders'  equity was $230.1  million at the end of 2000,  compared
with $178.6 million at the end of 1999.  The increase  included $41.4 million of
net  income,  proceeds  of $16.4  million  from the sale of common  stock  under
employee  stock plans,  $17.4  million from the issuance of common stock for the
acquisition of Prosys,  $10.1 million from the tax benefit arising from employee
stock plans,  and $2.9 million for the assumption of GateField  stock options in
connection with its acquisition  (including  unearned  compensation  expense for
those  options).  These  increases  were offset by a decline of $15.3 million in
unrealized  gain  on   investments,   largely  due  to  the  sale  of  Chartered
Semiconductor stock, and $21.0 million used to repurchase Actel common stock.

Employees

         At the end of 2000, Actel had 484 full-time employees, including 132 in
marketing, sales, and customer support; 154 in research and development;  144 in
operations;  18 in  Protocol  Design  Services;  and  36 in  administration  and
finance.  This  compares  with 449  full-time  employees at the end of 1999,  an
increase  of 8%.  The  acquisition  of  GateField  and  Prosys  during  the year
contributed  26 employees  to the  increase.  Net  revenues  per  employee  were
approximately  $468,000 for 2000, compared with approximately $382,000 for 1999,
which represents an increase of 23%.

Impact of Recently Issued Accounting Standards

         In March 2000, the Financial  Accounting  Standards Board (FASB) issued
FASB Interpretation (FIN) No. 44, "Accounting for Certain Transactions Involving
Stock  Compensation." FIN 44 clarifies the application of Accounting  Principals
Board Opinion No. 25 with respect to the  definition of employee for purposes of
applying  Opinion No. 25, the criteria for determining  whether a plan qualifies
as a noncompensatory plan, the accounting  consequences of various modifications
to the terms of a previously fixed stock option or award, and the accounting for
an exchange of stock compensation awards in a business combination. The adoption
of FIN 44,  which  became  effective  July 1, 2000,  resulted in a $0.9  million
charge to unearned  compensation cost relating to employee stock options assumed
during the purchase acquisition of GateField Corporation. See Note 5 of Notes to
Consolidated Financial Statements for further discussion.

         In December 1999, the Securities and Exchange  Commission  (SEC) issued
SEC Staff Accounting  Bulletin (SAB) No. 101, "Revenue  Recognition in Financial
Statements." SAB 101 summarizes certain of the SEC's views in applying generally
accepted accounting  principles to revenue recognition in financial  statements.
Actel has  adopted  SAB 101,  which did not have a  material  effect on  Actel's
financial position, operating results, or cash flow.

         In June 1998, FASB issued Statement of Financial  Accounting  Standards
(SFAS) No. 133, "Accounting for Derivative  Instruments and Hedging Activities,"
which is required to be adopted in years beginning after June 15, 2000. SFAS 133
requires that all  derivatives be recognized on the balance sheet at fair market
value. Under SFAS 133, changes in the derivatives' fair value must be recognized
currently in earnings  unless specific hedge  accounting  criteria are met and a
company must  formally  document,  designate,  and assess the  effectiveness  of
transactions  that receive  hedge  accounting.  Actel will adopt SFAS 133 in the
first  quarter of 2001 and does not expect  the  adoption  of SFAS 133 to have a
significant impact on Actel's financial  position,  operating  results,  or cash
flow.

Market Risk

         As  of  December  31,  2000,  Actel's  investment  portfolio  consisted
primarily of corporate  bonds,  floating  rate notes,  and federal and municipal
obligations.  The principal  objectives of Actel's investment  activities are to
preserve  principal,  meet liquidity needs,  and maximize yields.  To meet these
objectives,  Actel  invests  only in high credit  quality debt  securities  with
average  maturities of less than two years.  Actel also limits the percentage of
total investments that may be invested in any one issuer.  Corporate investments
as a group  are also  limited  to a maximum  percentage  of  Actel's  investment
portfolio.

         Actel's  investments  are subject to interest rate risk. An increase in
interest  rates  could  subject  Actel to a decline in the  market  value of its
investments.  These  risks are  mitigated  by the ability of Actel to hold these
investments  to maturity.  A  hypothetical  100 basis point increase in interest
rates would  result in a reduction  of  approximately  $1.6  million in the fair
value of Actel's available-for-sale securities held at December 31, 2000.

         Actel  purchases  a portion  of the wafers it uses in  production  from
Japanese suppliers,  which are denominated in Japanese yen. An adverse change in
the foreign exchange rate would affect the price Actel pays for a portion of the
wafers used in  production  over the long term.  Actel  attempts to mitigate its
exposure to risks from  foreign  currency  fluctuations  by  purchasing  forward
foreign  exchange  contracts to hedge firm purchase  commitments  denominated in
foreign  currencies.  Forward exchange contracts are short term and do not hedge
purchases that will be made for anticipated  longer-term wafer needs. An adverse
change of 10% in exchange  rates would  result in a reduction  in income  before
taxes of  approximately  $1.1 million based on projected yen  denominated  wafer
purchases for the next year.

         All of the  potential  changes  noted above are based upon  sensitivity
analysis  performed on Actel's financial  position and expected operating levels
at December 31, 2000. Actual results may differ materially.

Other Risks

         Actel's  operating  results are subject to general economic  conditions
and a variety of risks  characteristic of the semiconductor  industry (including
booking  and  shipment  uncertainties,  wafer  supply  fluctuations,  and  price
erosion)  or  specific to Actel,  any of which  could  cause  Actel's  operating
results to differ materially from past results.  For a discussion of such risks,
see "Risk  Factors"  in Part I of Actel's  Annual  Report on Form 10-K for 2000,
which is incorporated herein by this reference.

         On March 29,  2000,  Unisys  Corporation  (Unisys)  brought suit in the
United States District Court for the Northern  District of California,  San Jose
Division (Court),  against Actel seeking monetary damages and injunctive relief.
The summons and complaint  were served on Actel on April 10, 2000. The complaint
alleges that Actel has infringed and is currently  infringing four United States
patents that belong to plaintiff:  U.S.  Patent No.  4,442,507  issued April 10,
1984; U.S. Patent No. 5,296,722 issued March 22, 1994; U.S. Patent No. 5,407,851
issued April 18, 1995; and U.S.  Patent No.  5,496,763  issued March 5, 1996. On
May  15,  2000,  Unisys  served  its  Initial  Disclosure  of  Asserted  Claims,
identifying the SX and SX-A family of FPGAs as the specific Actel products being
accused of  infringement,  and  identifying  the specific  claims of each of the
patents in suit  alleged to be  infringed by those  products.  On September  25,
2000, Actel filed its First Amended Answer to the Complaint, denying that it has
infringed or is infringing any of the patents in suit, and alleging, among other
things,  that each of those patents is invalid for failure to meet the statutory
requirements  for  patentability.  With its amended  answer,  Actel also filed a
counterclaim  against  Unisys  seeking a judicial  declaration  that each of the
Unisys patents in suit is invalid, unenforceable, and not infringed by Actel. On
October  26,  2000,  the  Court  entered  its  Order  for  Pretrial  Preparation
establishing  various  deadlines in the case,  and setting the case for trial on
March 25, 2002.  The case is in its early  stages and, as of March 30, 2001,  no
depositions  or  other  substantial  discovery  has yet  been  conducted.  Actel
believes that it has  meritorious  defenses to the claims asserted by Unisys and
intends to defend itself vigorously in this matter.  After  consideration of the
information currently known, Actel does not believe that the ultimate outcome of
this case will have a materially  adverse effect on Actel's business,  financial
condition or results of  operations,  although no assurance can be given to that
effect. While management believes that a reasonable resolution will occur, there
can be no assurance  that this case will be resolved,  or that the resolution of
this case  will not have a  materially  adverse  effect  on  future  results  of
operations  or cash  flows,  or require  changes in the  Company's  products  or
processes.  The foregoing is a  forward-looking  statement subject to all of the
risks and  uncertainties of a legal  proceeding,  including the discovery of new
information and unpredictability as to the ultimate outcome.

<PAGE>

Quarterly Information

         The following table presents certain  unaudited  quarterly  results for
each of the eight quarters in the period ended December 31, 2000. In the opinion
of  management,  this  information  has been  presented on the same basis as the
audited  consolidated  financial  statements  appearing elsewhere in this Annual
Report  and all  necessary  adjustments  (consisting  only of  normal  recurring
accruals)  have been included in the amounts  stated below to present fairly the
unaudited   quarterly   results  when  read  in  conjunction  with  the  audited
consolidated  financial  statements of Actel and notes thereto.  However,  these
quarterly  operating  results are not  indicative  of the results for any future
period.

<TABLE>
<CAPTION>
                                                                               Three Months Ended
                                                 =============================================================================
                                                 Dec. 31,  Oct. 1,   Jul. 2,   Apr. 2,   Jan. 2,   Oct. 3,   Jul. 4,   Apr. 4,
                                                   2000      2000      2000      2000      2000      1999      1999      1999
                                                 =======   =======   =======   =======   =======   =======   =======   =======
                                                                    (in thousands, except per share amounts)
<S>                                              <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Statements of Income Data:
Net revenues .................................   $60,129   $60,080   $55,544   $50,666   $46,042   $43,162   $41,619   $40,838
Gross profit .................................    38,060    37,626    34,595    31,458    28,546    26,503    25,381    24,844
Income from operations .......................     7,497    13,648     6,778    10,555     7,175     7,492     2,111     5,466
Net income ...................................   $ 3,455   $ 9,779   $20,112   $ 8,099   $ 5,823   $ 5,668   $ 1,926   $ 4,221
Net income per share:
   Basic .....................................   $  0.14   $  0.41   $  0.86   $  0.36   $  0.26   $  0.26   $  0.09   $  0.20
                                                 =======   =======   =======   =======   =======   =======   =======   =======
   Diluted ...................................   $  0.13   $  0.36   $  0.77   $  0.32   $  0.24   $  0.25   $  0.09   $  0.19
                                                 =======   =======   =======   =======   =======   =======   =======   =======
Shares used in computing net income per share:
   Basic .....................................    23,890    23,869    23,263    22,767    22,048    21,748    21,511    21,347
                                                 =======   =======   =======   =======   =======   =======   =======   =======
   Diluted ...................................    26,107    26,999    26,186    25,467    24,015    23,003    22,454    22,673
                                                 =======   =======   =======   =======   =======   =======   =======   =======
</TABLE>

<TABLE>
<CAPTION>
                                                                               Three Months Ended
                                                 =============================================================================
                                                 Dec. 31,  Oct. 1,   Jul. 2,   Apr. 2,   Jan. 2,   Oct. 3,   Jul. 4,   Apr. 4,
                                                   2000      2000      2000      2000      2000      1999      1999      1999
                                                 =======   =======   =======   =======   =======   =======   =======   =======
<S>                                              <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
As a Percentage of Net Revenues:
Net revenues .................................    100.0%    100.0%    100.0%    100.0%    100.0%    100.0%    100.0%    100.0%
Gross profit .................................     63.3      62.6      62.3      62.1      62.0      61.4      61.0      60.8
Income from operations .......................     12.5      22.7      12.2      20.8      15.6      17.4       5.1      13.4
Net income ...................................      5.7      16.3      36.2      16.0      12.6      13.1       4.6      10.3

</TABLE>

<PAGE>

                                ACTEL CORPORATION
                           CONSOLIDATED BALANCE SHEETS
               (in thousands, except share and per share amounts)

                                                            December 31,
                                                    --------------------------
                                                          2000          1999
                                                    ------------  ------------
                                     ASSETS
Current assets:
   Cash and cash equivalents.....................   $      9,266  $      4,939
   Short-term investments........................        131,544       102,201
   Accounts receivable, net......................         29,256        22,753
   Inventories, net..............................         25,503        25,324
   Deferred income taxes.........................         26,118        20,622
   Prepaid expenses and other current assets.....          7,598         2,045
                                                    ------------  ------------
         Total current assets....................        229,285       177,884
Property and equipment, net......................         12,137        12,564
Investment in Chartered Semiconductor............             --        37,619
Goodwill, net....................................         47,470         6,477
Other assets, net................................         23,542        18,567
                                                    ------------  ------------
                                                    $    312,434  $    253,111
                                                    ============  ============


                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable..............................   $     14,921  $     15,374
   Accrued salaries and employee benefits........         17,200         6,884
   Other accrued liabilities.....................          5,354         2,887
   Income taxes payable..........................             --         4,025
   Deferred income...............................         44,858        39,896
                                                    ------------  ------------
         Total current liabilities...............         82,333        69,066
   Deferred tax liability........................             --         5,415
                                                    ------------  ------------
Total liabilities................................         82,333        74,481
Commitments and contingencies
Shareholders' equity:
   Preferred stock, $.001 par value; 5,000,000
     shares authorized; 1,000,000 issued and
     converted to common stock, and none
     outstanding.................................             --            --
   Common stock, $.001 par value; 55,000,000
     shares authorized; 23,331,162 and 22,422,418
     shares issued and outstanding at
     December 31, 2000 and 1999, respectively ...             23            22
   Additional paid-in capital....................        150,709       110,146
   Retained earnings ............................         79,908        52,401
   Note receivable from officer .................           (368)           --
   Unearned compensation cost ...................           (922)           --
   Accumulated other comprehensive income .......            751        16,061
                                                    ------------  ------------
         Total shareholders' equity..............        230,101       178,630
                                                    ------------  ------------
                                                    $    312,434  $    253,111
                                                    ============  ============

--------------------------------------------------------------------------------
See Notes to Consolidated Financial Statements.

<PAGE>

<TABLE>
<CAPTION>

                                ACTEL CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
                    (in thousands, except per share amounts)

                                                                                     Years Ended December 31,
                                                                             ----------------------------------------
                                                                                 2000          1999          1998
                                                                             ------------  ------------  ------------
<S>                                                                          <C>           <C>           <C>
Net revenues............................................................     $    226,419  $    171,661  $    154,427
Costs and expenses:
   Cost of revenues.....................................................           84,680        66,387        61,642
   Research and development.............................................           36,599        32,338        31,220
   Selling, general, and administrative.................................           47,960        45,903        40,558
   Amortization of goodwill and other acquisition-related intangibles ..            8,056         2,226         1,185
   Restructuring charge.................................................               --         1,963            --
   Purchased in-process research and development........................           10,646           600            --
                                                                             ------------  ------------  ------------
         Total costs and expenses.......................................          187,941       149,417       134,605
                                                                             ------------  ------------  ------------
Income from operations..................................................           38,478        22,244        19,822
Interest income and other, net of expense...............................            8,310         3,642         2,380
Gain on the sale of Chartered Semiconductor stock.......................           28,329            --            --
                                                                             ------------  ------------  ------------
Income before tax provision and equity in net (loss) of equity method
   investee.............................................................           75,117        25,886        22,202
Equity in net (loss) of equity method investee..........................           (2,445)         (193)           --
Tax provision...........................................................           31,227         8,055         7,215
                                                                             ------------  ------------  ------------
Net income..............................................................     $     41,445  $     17,638  $     14,987
                                                                             ============  ============  ============
Net income per share:
   Basic................................................................     $       1.77  $       0.81  $       0.71
                                                                             ============  ============  ============
   Diluted..............................................................     $       1.58  $       0.76  $       0.68
                                                                             ============  ============  ============
Shares used in computing net income per share:
   Basic................................................................           23,447        21,664        21,251
                                                                             ============  ============  ============
   Diluted..............................................................           26,233        23,058        21,921
                                                                             ============  ============  ============
</TABLE>

--------------------------------------------------------------------------------
See Notes to Consolidated Financial Statements.

<PAGE>

<TABLE>
<CAPTION>

                                               ACTEL CORPORATION
                    CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND OTHER COMPREHENSIVE INCOME
                                    (in thousands, except share amounts)
                                                                                                               Accumu-
                                                                                    Notes                       lated
                                                                                  Receivable                    Other       Total
                                                        Additional                   From       Unearned       Compre-      Share-
                                             Common      Paid-In      Retained      Share-      Compensa-      hensive     holders'
                                             Stock       Capital      Earnings     -holders     tion cost       Income      Equity
                                            --------    ---------    ---------    ---------     ---------     ---------   ---------
<S>                                         <C>         <C>          <C>          <C>           <C>           <C>         <C>
Balance at December 31, 1997 .............  $     21    $  85,965    $  22,973    $      --     $      --     $      51   $ 109,010
                                            ========    =========    =========    =========     =========     =========   =========

Net income ...............................        --           --       14,987           --            --            --      14,987
  Other comprehensive income:
  Change in unrealized gain on investments        --           --           --           --            --           127         127
                                                                                                                          ---------
Comprehensive income .....................                                                                                   15,114
Issuance of 785,036 shares of common stock
   under employee stock plans ............         1        7,599           --           --            --            --       7,600
Issuance of 25,000 shares of common stock
   for patent acquisition ...............         --          366           --           --            --            --         366
Tax benefit from exercise of stock options        --        1,097           --           --            --            --       1,097
Repurchase of common stock ...............        (1)      (2,935)      (3,197)          --            --            --      (6,133)
                                            --------    ---------    ---------    ---------     ---------     ---------   ---------
Balance at December 31, 1998 .............  $     21    $  92,092    $  34,763    $      --      $     --     $     178   $ 127,054
                                            ========    =========    =========    =========     =========     =========   =========

Net income ...............................        --           --       17,638           --            --            --      17,638
Other comprehensive income:
Change in unrealized gain on investments .        --           --           --           --            --        15,883      15,883
                                                                                                                          ---------
Comprehensive income .....................                                                                                   33,521
Issuance of  954,569 shares of common
   stock under employee stock plans ......         1        9,003           --           --            --            --       9,004
Issuance of 285,943 shares of common stock
   for purchase of AutoGate Logic ........        --        6,858           --           --            --            --       6,858
Tax benefit from exercise of stock options        --        2,193           --           --            --            --       2,193
                                            --------    ---------    ---------    ---------     ---------     ---------   ---------
Balance at December 31, 1999 .............  $     22    $ 110,146    $  52,401    $      --     $      --     $  16,061   $ 178,630
                                            ========    =========    =========    =========     =========     =========   =========
</TABLE>

--------------------------------------------------------------------------------
See Notes to Consolidated Financial Statements.
<PAGE>


<TABLE>
<CAPTION>

                                             ACTEL CORPORATION
                  CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND OTHER COMPREHENSIVE INCOME (Continued)
                                 (in thousands, except share amounts)
                                                                                                               Accumu-
                                                                                    Notes                       lated
                                                                                  Receivable                    Other       Total
                                                        Additional                   From       Unearned       Compre-      Share-
                                             Common      Paid-In      Retained      Share-      Compensa-      hensive     holders'
                                             Stock       Capital      Earnings     -holders     tion cost       Income      Equity
                                            --------    ---------    ---------    ---------     ---------     ---------   ---------
<S>                                         <C>         <C>          <C>          <C>           <C>           <C>         <C>
Balance at December 31, 1999..............  $     22    $ 110,146    $  52,401    $      --     $      --     $  16,061   $ 178,630
                                            ========    =========    =========    =========     =========     =========   =========

Net income................................        --           --       41,445           --            --            --      41,445
  Other comprehensive income:
  Change in unrealized gain on investments        --           --           --           --            --       (15,310)    (15,310)
                                                                                                                          ---------
Comprehensive income......................                                                                                   26,135
Issuance of  1,574,334 shares of common
   stock under employee stock plans.......         2       16,363           --         (368)           --            --      15,997
Repurchase of common stock................        (1)      (7,077)     (13,938)          --            --            --     (21,016)
Issuance of 220,518 shares of common stock
   for purchase of Prosys.................        --        7,525           --           --            --            --       7,525
Assumption of stock options in connection
   with acquisitions of GateField and
   Prosys including unearned compensation
   expense for those options..............        --       13,665           --           --          (922)           --      12,743
Tax benefit from exercise of stock options        --       10,087           --           --            --            --      10,087
                                            --------    ---------    ---------    ---------     ---------     ---------   ---------
Balance at December 31, 2000..............  $     23    $ 150,709    $  79,908    $    (368)    $    (922)    $     751   $ 230,101
                                            ========    =========    =========    =========     =========     =========   =========
</TABLE>

--------------------------------------------------------------------------------
See Notes to Consolidated Financial Statements.

<PAGE>
<TABLE>
<CAPTION>

                                ACTEL CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

                                                                                     Years Ended December 31,
                                                                             --------------------------------------
                                                                                2000          1999          1998
                                                                             ----------    ----------    ----------
<S>                                                                          <C>           <C>           <C>
Operating activities:
    Net income..........................................................     $   41,445    $   17,638    $   14,987
    Adjustments to reconcile net income to net cash provided by operating
       activities:
       Depreciation and amortization....................................         15,463        10,294         9,320
       Non-cash portion of restructuring and other charges..............             --         2,695            --
       Gain on sale of Chartered Semiconductor stock....................        (28,329)           --            --
       Purchased in-process research and development....................         10,646           600            --
       Equity in net loss of equity method investee.....................          2,445           193            --
       Loss on disposal of fixed assets.................................             --           136            --
       Changes in operating assets and liabilities:
          Accounts receivable...........................................         (6,609)       (1,933)        4,315
          Inventories...................................................           (179)          345        (5,197)
          Deferred income taxes.........................................           (384)       (3,775)        2,613
          Prepaid expenses and other current assets.....................         (5,466)          429        (1,619)
          Accounts payable, accrued salaries and employee benefits,
              income taxes payable and other accrued liabilities........          6,573         9,769         1,724
          Tax benefits from exercise of stock options...................         10,087         2,193         1,097
          Deferred income...............................................          4,464         7,925         1,043
                                                                             ----------    ----------    ----------
    Net cash provided by operating activities...........................         50,156        46,509        28,283
Investing activities:
    Purchases of property and equipment.................................         (6,173)       (6,407)       (7,646)
    Purchases of available-for-sale securities..........................       (396,325)     (178,616)     (134,630)
    Sales and maturities of available for sale securities...............        367,835       132,342       129,580
    Cash paid in business acquisitions..................................        (30,853)          281       (10,000)
    Issuance of notes receivable from GateField prior to acquisition ...         (7,000)       (8,000)           --
    Cash received from sale of Chartered Semiconductor stock............         39,009            --            --
    Other assets........................................................         (7,303)       (1,928)          227
                                                                             ----------    ----------    ----------
    Net cash used in investing activities...............................        (40,810)      (62,328)      (22,469)
Financing activities:
    Sale of common stock................................................         15,997         6,811         6,503
    Repurchase of common stock..........................................        (21,016)           --        (6,133)
                                                                             ----------    ----------    ----------
    Net cash provided by financing activities...........................         (5,019)        6,811           370
Net increase (decrease) in cash and cash equivalents....................          4,327        (9,008)        6,184
Cash and cash equivalents, beginning of year............................          4,939        13,947         7,763
                                                                             ----------    ----------    ----------
Cash and cash equivalents, end of year..................................     $    9,266    $    4,939    $   13,947
                                                                             ==========    ==========    ==========

</TABLE>
--------------------------------------------------------------------------------
See Notes to Consolidated Financial Statements.

<PAGE>
<TABLE>
<CAPTION>

                                ACTEL CORPORATION
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                                 (in thousands)

                                                                                     Years Ended December 31,
                                                                             --------------------------------------
                                                                                 2000          1999          1998
                                                                             ----------    ----------    ----------
<S>                                                                          <C>           <C>           <C>
Supplemental disclosures of cash flow information and non-cash investing and
    financing activities:
    Cash paid during the year for taxes.................................     $   32,989    $   10,195    $    2,207
    Issuance of common stock for patent acquisition.....................             --            --           366
    Issuance of common stock for acquisitions...........................         17,389         6,858            --
    Receipt of note receivable from officer.............................            368            --            --

</TABLE>




--------------------------------------------------------------------------------
See Notes to Consolidated Financial Statements.
<PAGE>



                                ACTEL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.       Organization and Summary of Significant Accounting Policies

         Actel Corporation (Actel) was incorporated under the laws of California
on October 16, 1985.  Actel designs,  develops,  and markets field  programmable
gate arrays (FPGAs) and associated  development  system software and programming
hardware.  Actel also provides  design  services,  including  FPGA,  application
specific integrated circuit (ASIC), and system design,  software development and
implementation,  and development of prototypes,  first articles,  and production
units.  Net  revenues  from the sale of FPGAs  accounted  for 96% of Actel's net
revenues for 2000,  compared with 96% for 1999 and 97% for 1998. Protocol Design
Services,  which Actel acquired from GateField Corporation  ("GateField") in the
third  quarter of 1998,  accounted  for 2% of Actel's net  revenues for 2000 and
1999 and 1% for 1998.  Royalties  and  sales of FPGA  programming  software  and
hardware made up the remaining 2% of revenues for 2000, 1999, and 1998.

         FPGAs are logic  integrated  circuits  that  adapt the  processing  and
memory  capabilities of electronic systems to specific  applications.  FPGAs are
used   by   designers   of   communication,    computer,   industrial   control,
military/aerospace, and other electronic systems to differentiate their products
and get them to market faster.  See Note 13 for  information on Actel's sales by
geographic area.

         Advertising and Promotion Costs

         Actel's policy is to expense  advertising  and promotion  costs as they
are incurred. Actel's advertising and promotion expenses were approximately $3.9
million, $3.3 million, and $3.5 million for 2000, 1999, and 1998 respectively.

         Basis of Presentation

         The consolidated financial statements include the accounts of Actel and
its wholly owned subsidiaries. Actel uses the U.S. dollar as functional currency
in  its  foreign   operations.   All  significant   intercompany   accounts  and
transactions have been eliminated in consolidation.

         Actel's  fiscal  year ends on the first  Sunday  after  December  30th.
Fiscal 2000,  1999,  and 1998 ended on December 31, 2000,  January 2, 2000,  and
January 3, 1999,  respectively.  Fiscal 1998 was a fifty-three week fiscal year,
rather than a normal  fifty-two  week  fiscal  year.  For ease of  presentation,
December 31 has been  indicated  as the fiscal  year end for all years.  Certain
prior  year  balances  have  been   reclassified  to  conform  to  current  year
presentation.

         Cash Equivalents and Short-Term Investments

         For financial  statement  purposes,  Actel  considers all highly liquid
debt  instruments with  insignificant  interest rate risk and with a maturity of
three months or less when  purchased to be cash  equivalents.  Cash  equivalents
consist  primarily of cash deposits in money market funds that are available for
withdrawal without  restriction.  Short-term  investments consist principally of
federal, state, and local municipal obligations.

<PAGE>

                                ACTEL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

         Actel accounts for its investments in accordance with the provisions of
Statement of Financial  Accounting  Standards  (SFAS) No. 115,  "Accounting  for
Certain  Investments in Debt and Equity Securities."  Management  determines the
appropriate  classification  of debt  securities  at the  time of  purchase  and
re-evaluates  such  designation  as of each balance  sheet date. At December 31,
2000, all debt securities are designated as available-for-sale. Actel also makes
equity investments for the promotion of business and strategic  objectives.  The
marketable  portion of these  strategic  investments  is included in  short-term
investments  and  designated  as   available-for-sale.   Non-marketable   equity
investments  are included in other assets and are valued at the lower of cost or
market.

         Available-for-sale  securities  are  carried  at fair  value,  with the
unrealized gains and losses reported as a component of  comprehensive  income in
shareholders'  equity. The amortized cost of debt securities in this category is
adjusted for  amortization  of premiums and  accretion of discounts to maturity.
Such  amortization is included in interest and other income.  Realized gains and
losses  and   declines  in  value   judged  to  be  other  than   temporary   on
available-for-sale  securities  are included in interest  income and other.  The
cost of securities sold is based on the specific identification method. Interest
and dividends on securities  classified  as  available-for-sale  are included in
interest income and other.

         Concentration of Credit Risk

         Financial  instruments that potentially subject Actel to concentrations
of credit risk consist  principally of cash  investments and trade  receivables.
Actel limits its exposure to credit risk by only  investing in  securities of A,
A1, or P1 grade. Actel is exposed to credit risks in the event of default by the
financial  institutions  or  issuers  of  investments  to the  extent of amounts
recorded on the balance sheet.

         Actel sells its products to customers in diversified industries.  Actel
is exposed  to credit  risks in the event of  non-payment  by  customers  to the
extent of amounts  recorded on the balance  sheet.  Actel limits its exposure to
credit risk by performing ongoing credit evaluations of its customers' financial
condition but generally requires no collateral. Actel is exposed to credit risks
in the  event  of  insolvency  by its  customers  and  limits  its  exposure  to
accounting  losses by limiting  the amount of credit  extended  whenever  deemed
necessary.  Three of Actel's  distributors  accounted for  approximately  45% of
Actel's net  revenues  for 2000.  The same three  distributors  accounted in the
aggregate  for  approximately  41% of Actel's net  revenues for 1999 and 37% for
1998. One of Actel's direct customers  accounted for 11% of Actel's net revenues
for  2000,  compared  with  9%  and  3% of  net  revenues  for  1999  and  1998,
respectively.  The loss of any one of these  customers  could have a  materially
adverse effect on Actel's results of operations and financial position. See Note
13 for further information regarding these customers.

         Fair Value of Financial Instruments

         The following  methods and assumptions were used by Actel in estimating
its fair value disclosures for financial instruments:

                  Accounts Payable.  The carrying amount reported in the balance
         sheets for accounts payable approximates fair value.

                  Cash and Cash  Equivalents.  The carrying  amounts reported in
         the  balance  sheets  for cash and cash  equivalents  approximate  fair
         value.

                  Investment Securities. The fair values for marketable debt and
         equity  securities are based on quoted market prices.  Strategic equity
         investments in non-public  companies with no readily  available  market
         value  are  carried  on the  balance  sheet  at  cost as  adjusted  for
         potential impairment

                  Foreign Currency Exchange Contracts. The fair value of Actel's
         foreign  currency  exchange  forward  contracts are estimated  based on
         quoted market prices of comparable contracts.

         Goodwill and other Acquisition-Related Intangibles

         Goodwill  is recorded  when the  consideration  paid in an  acquisition
exceeds  the fair value of the net  tangible  and  intangible  assets  acquired.
Goodwill  and  other   acquisition-related   intangibles   are  amortized  on  a
straight-line  basis over their useful lives.  In accordance  with SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of," the Company  recognizes  impairment losses on long-lived assets
when  indicators  of  impairment  are  present and the  undiscounted  cash flows
estimated to be  generated  by those  assets are less than the assets'  carrying
amounts.  The  impairment  loss is measured by  comparing  the fair value of the
asset to its carrying amount. Fair value is estimated based on discounted future
cash flows.  Reviews are  regularly  performed  to  determine  whether  facts or
circumstances  exist  which  indicate  that the  carrying  value of  assets  are
impaired. No impairment has been indicated to date.

         Impact of Recently Issued Accounting Standards

         In March 2000, the Financial  Accounting  Standards Board (FASB) issued
FASB Interpretation (FIN) No. 44, "Accounting for Certain Transactions Involving
Stock  Compensation." FIN 44 clarifies the application of Accounting  Principals
Board  (APB)  Opinion No. 25 with  respect to the  definition  of  employee  for
purposes of applying Opinion No. 25, the criteria for determining whether a plan
qualifies as a  noncompensatory  plan,  the accounting  consequences  of various
modifications  to the terms of a previously fixed stock option or award, and the
accounting  for  an  exchange  of  stock  compensation   awards  in  a  business
combination.  The  adoption  of FIN 44,  which  became  effective  July 1, 2000,
resulted in a $0.9  million  charge to unearned  compensation  cost  relating to
employee  stock options  assumed  during the purchase  acquisition  of GateField
Corporation.  See Note 5 of  Notes  to  Consolidated  Financial  Statements  for
further discussion.

         In December 1999, the Securities and Exchange  Commission  (SEC) issued
SEC Staff Accounting  Bulletin (SAB) No. 101, "Revenue  Recognition in Financial
Statements." SAB 101 summarizes certain of the SEC's views in applying generally
accepted accounting  principles to revenue recognition in financial  statements.
The  adoption  of SAB 101 by Actel did not have a  material  effect  on  Actel's
financial position, operating results, or cash flow.

         In June 1998,  FASB  issued SFAS No. 133,  "Accounting  for  Derivative
Instruments  and Hedging  Activities,"  which is required to be adopted in years
beginning  after  June 15,  2000.  SFAS 133  requires  that all  derivatives  be
recognized on the balance sheet at fair market value. Under SFAS 133, changes in
the  derivatives'  fair value must be  recognized  currently in earnings  unless
specific  hedge  accounting  criteria  are  met,  and a  company  must  formally
document,  designate,  and assess the effectiveness of transactions that receive
hedge  accounting.  Actel will  adopt SFAS 133 in the first  quarter of 2001 and
does not expect the  adoption  of SFAS 133 to have a material  impact on Actel's
financial position, operating results, or cash flow.

         Income Taxes

         Actel  accounts for income taxes in accordance  with the  provisions of
SFAS No. 109,  "Accounting  for Income  Taxes."  Under SFAS 109,  the  liability
method  is  used in  accounting  for  income  taxes.  Deferred  tax  assets  and
liabilities are determined based on the differences  between financial reporting
and the tax basis of assets and liabilities,  and are measured using the enacted
tax rates and laws that will be in effect when the  differences  are expected to
reverse.

         Inventories

         Inventories  are stated at the lower of cost  (first-in,  first-out) or
market (net  realizable  value).  Given the volatility of the market for Actel's
products,  Actel makes inventory  provisions for potentially excess and obsolete
inventory based on backlog and forecast demand.  However, such backlog demand is
subject to revisions,  cancellations, and rescheduling. Actual demand inevitably
differs from such  backlog and  forecast  demand,  and such  differences  may be
material to the financial statements.

         Off-Balance-Sheet Risk

         Actel enters into  foreign  exchange  contracts to hedge firm  purchase
commitments  denominated  in  foreign  currencies.  Actel  does not use  forward
foreign  exchange  contracts  for  speculative  or  trading  purposes.   Actel's
accounting  policies for these  instruments are based on Actel's  designation of
such  instruments  as  hedging   transactions.   The  criteria  Actel  uses  for
designating  an instrument  as a hedge  includes its  effectiveness  in exposure
reduction and one-to-one  matching of the derivative  financial  instrument with
the underlying transaction being hedged. Gains and losses on these contracts are
recognized  upon usage of the  contracts and are included in cost of sales along
with the offsetting gain or loss on the underlying transactions being hedged. If
the criteria for designation of these  instruments as hedging  transactions  are
not met, then the instruments  would be marked to market,  with gains and losses
recognized  in that period.  During  fiscal 2000,  1999,  and 1998,  all foreign
exchange  contracts  entered into by Actel met the criteria for  designation  as
hedges and were not marked to market during the period.  There were no net gains
or losses  as a result of  hedging  activity  during  2000,  1999,  or 1998.  At
December  31, 2000 and 1999,  Actel had no forward  foreign  exchange  contracts
outstanding.

         Property and Equipment

         Property   and   equipment   are  carried  at  cost  less   accumulated
depreciation and amortization  (see Note 2).  Depreciation and amortization have
been  provided on a  straight-line  basis over the  following  estimated  useful
lives:

Equipment......................    2 to 5 years
Furniture and fixtures.........    3 to 5 years
Leasehold improvements.........    Estimated useful life or lease term,
                                   whichever is shorter

         Revenue Recognition

         In accordance  with SAB No. 101,  revenue is  recognized  when there is
evidence  of an  arrangement,  delivery  has  occurred  or  services  have  been
completed,  the price is fixed or determinable,  and  collectability is assured.
Revenue from product  shipped to end customers is recorded when risk of loss and
title passes to the customer.  Revenue  related to products  shipped  subject to
customers'  evaluation  is  recognized  upon  final  acceptance.   Shipments  to
distributors  are made under  agreements  allowing  certain rights of return and
price  protection  on  unsold  merchandise.   For  that  reason,   Actel  defers
recognition  of revenues  and  related  cost of revenues on sales of products to
distributors until such products are sold by the distributor and title transfers
to the end  user.  Royalty  income  is  recognized  upon the sale by  others  of
products subject to royalties.  Protocol Design Services revenues are recognized
as the services are performed.

         Research and Development

         Research  and  development  expenditures  are  charged  to  expense  as
incurred.  SFAS No. 86,  "Accounting  for the Costs of  Computer  Software to Be
Sold,  Leased or Otherwise  Marketed,"  requires the  capitalization  of certain
software  development  costs  subsequent to the  establishment  of technological
feasibility.  Through December 31, 2000, software development has been completed
concurrently  with the  establishment  of  technological  feasibility  and, as a
result,  Actel has charged all costs to research and development  expense in the
periods incurred.

         Stock-Based Compensation

         Actel accounts for stock-based  awards to employees using the intrinsic
value method in accordance with APB Opinion No. 25, "Accounting for Stock Issued
to Employees."  Accordingly,  no  compensation  cost has been recognized for its
fixed-cost  stock option  plans or its stock  purchase  plan.  In Note 10, Actel
provides  additional  pro forma  disclosures  as  required  under SFAS No.  123,
"Accounting for Stock Based Compensation."

         Use of Estimates

         The  preparation  of  the  financial   statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ materially from those estimates.

2        Balance Sheet Detail

                                                            December 31,
                                                     --------------------------
                                                         2000          1999
                                                     ------------  ------------
                                                           (in thousands)
 Accounts receivable:
    Trade accounts receivable....................    $     28,773  $     23,648
    Interest receivable..........................           2,411         1,042
    Allowance for doubtful accounts..............          (1,928)       (1,937)
                                                     ------------  ------------
                                                     $     29,256  $     22,753
                                                     ============  ============
 Inventories:
    Purchased parts and raw materials............    $      5,334  $      3,363
    Work-in-process..............................          11,443         8,366
    Finished goods...............................           8,726        13,595
                                                     ------------  ------------
                                                     $     25,503  $     25,324
                                                     ============  ============
 Property and equipment:
    Equipment....................................    $     50,190  $     43,971
    Furniture and fixtures.......................           2,371         2,298
    Leasehold improvements.......................           5,593         5,050
                                                     ------------  ------------
                                                           58,154        51,319
    Accumulated depreciation and amortization....         (46,017)      (38,755)
                                                     ------------  ------------
                                                     $     12,137  $     12,564
                                                     ============  ============

         Depreciation expense was approximately $7.4 million,  $8.1 million, and
$8.1  million for 2000,  1999,  and 1998,  respectively,  and is  included  with
amortization   expense   in  the   Consolidated   Statement   of   Cash   Flows.


                                                             December 31,
                                                     --------------------------
                                                          2000          1999
                                                     ------------  ------------
                                                            (in thousands)
Goodwill:
    Goodwill.......................................  $     52,211  $     10,946
    Less accumulated amortization..................        (4,741)       (4,469)
                                                     ------------  ------------
                                                           47,470         6,477
                                                     ============  ============
Other Assets:
    GateField product marketing agreement..........  $         --         6,000
    GateField preferred and common stock...........            --         2,612
    GateField note receivable......................            --         8,000
    AutoGate Logic identifiable intangible assets..         2,300         2,300
    Prosys identifiable intangible assets..........           273            --
    GateField identifiable intangible assets.......         9,505            --
    Acquired patents...............................         1,692            --
    Strategic equity investments...................         2,198            --
    Non-current deferred tax asset (net of
    related deferred tax liability of $5,420)......         8,441            --
    Other..........................................           669           710
    Accumulated amortization expenses..............        (1,536)       (1,055)
                                                     ------------  ------------
                                                     $     23,542  $     18,567
                                                     ============  ============

         Amortization   expense  for  goodwill  and  other  acquisition  related
intangibles was approximately $8.1 million,  $2.2 million,  and $1.2 million for
2000, 1999, and 1998,  respectively.  Beginning in the third quarter of 1999 and
through November 15, 2000, Actel held certain investments in GateField that were
accounted  for under the  equity  method of  accounting.  Amortization  expenses
related to equity  accounting for those investments in GateField from January 1,
2000 through  November 15, 2000 was $2.4  million.  On November 15, 2000,  Actel
acquired GateField and accounted for the transaction as a purchase. As a result,
these previous  investments in GateField were  eliminated  from Other Assets and
included in the purchase price.  Amortization  expense from goodwill acquired in
connection with the GateField,  Prosys, and AutoGate Logic acquisitions was $4.2
million in 2000.  The goodwill  associated  with the  acquisition of assets from
Texas  Instruments  Incorporated (TI) in 1995 was fully amortized as of December
31, 1999, and the related balances for cost and accumulated  amortization  ($4.0
million)  was   eliminated   during  2000.   Amortization   expense  from  other
acquisition-related  intangible  assets was $1.5 million in 2000. See Note 5 for
further  discussion  of  intangible  assets  acquired  in  connection  with  the
GateField, Prosys, and AutoGate Logic acquisitions.


3.       Available-for-Sale Securities

         The following is a summary of available-for-sale securities at December
31, 2000 and 1999:

<TABLE>
<CAPTION>
                                                                                 Gross          Gross
                                                                              Unrealized      Unrealized      Estimated
                                                                   Cost          Gains          Losses       Fair Values
                                                               ------------  ------------   ------------    ------------
                                                                                     (in thousands)
<S>                                                            <C>           <C>            <C>             <C>
December 31, 2000
   Corporate bonds........................................     $     54,139  $        600   $         --    $     54,739
   U.S. government securities.............................           18,160           210             --          18,370
   Floating rate notes....................................           10,600            --             --          10,600
   Municipal obligations..................................           44,156           215             (4)         44,367
   Weekly floater.........................................            3,000            --             --           3,000
                                                               ------------  ------------   ------------    ------------
   Total available-for-sale securities....................          130,055         1,025             (4)        131,076
  Less amounts classified as cash equivalents.............               --            --             --              --
                                                               ------------  ------------   ------------    ------------
Total short-term available-for-sale debt securities.......          130,055         1,025             (4)        131,076

  Short-term marketable strategic equity investments......              385            83             --             468
                                                               ------------  ------------   ------------    ------------
Total available-for-sale securities.......................     $    130,440  $      1,108   $         (4)   $    131,544
                                                               ============  ============   ============    ============
</TABLE>

         Actel  also makes  private  equity  investments  for the  promotion  of
business and strategic objectives. Non-marketable private equity investments are
included in other assets and are valued at cost.

<TABLE>
<CAPTION>
                                                                                 Gross          Gross
                                                                              Unrealized      Unrealized      Estimated
                                                                   Cost          Gains          Losses       Fair Values
                                                               ------------  ------------   ------------    ------------
                                                                                     (in thousands)
<S>                                                            <C>           <C>            <C>             <C>
December 31, 1999
   Auction Market Preferred...............................     $      1,900  $         --   $         --   $       1,900
   Corporate bonds........................................           13,619             4            (45)         13,578
   Commercial paper.......................................            1,265            --             --           1,265
   U.S. government securities.............................            6,970            --            (61)          6,909
   Floating rate notes....................................           17,146             4             --          17,150
   Municipal obligations..................................           58,584             9           (194)         58,399
   Weekly floater.........................................            3,000            --             --           3,000
                                                               ------------  ------------   ------------    ------------
   Total available-for-sale securities....................          102,484            17           (300)        102,201
  Less amounts classified as cash equivalents.............               --            --             --              --
                                                               ------------  ------------   ------------    ------------
Total short-term available-for-sale debt securities.......          102,484            17           (300)        102,201

  Long-term marketable strategic investment in Chartered
     Semiconductor........................................           10,680        26,939             --          37,619
                                                               ------------  ------------   ------------    ------------
Total available-for-sale securities.......................     $    113,164  $     26,956   $       (300)  $     139,820
                                                               ============  ============   ============   =============
</TABLE>

         The  adjustments  to net  unrealized  gains and (losses) on investments
included as a separate component of shareholders'  equity totaled  approximately
($15.3  million),  $15.9 million,  and $0.1 million for the years ended December
31,  2000,  1999,  and  1998,  respectively.  The  $15.3  million  reduction  to
shareholders'  equity  during  2000  was  due  to  the  liquidation  of  Actel's
investment in Chartered  Semiconductor.  Actel  realized a gain of $28.3 million
from the sale of this  investment  during  the year  ended  December  31,  2000.
Realized   gains  and   losses   during   1999  and  1998  were  not   material.

         See  Note  1  for  discussion  of  Actel's  policy  on  accounting  for
investments and the manner in which fair values were determined. See Note 11 for
discussion of Other Comprehensive Income.

         The expected  maturities of Actel's  investments  at December 31, 2000,
are shown below.  Expected  maturities  may differ from  contractual  maturities
because the issuers of the securities  may have the right to prepay  obligations
without prepayment penalties.

 Available-for-sale debt securities (in thousands):
    Due in less than one year................................    $     28,276
    Due in one to five years.................................          79,493
    Due after five years.....................................          23,307
                                                                 ------------
                                                                 $    131,076
                                                                 ============

         A portion of Actel's securities represent  investments in floating rate
municipal bonds with contractual maturities greater than ten years. However, the
interest rates on these debt  securities  generally  reset every ninety days, at
which time Actel has the option to sell the security or roll over the investment
at the new  interest  rate.  Since it is not  Actel's  intention  to hold  these
securities  until  their  contractual   maturities,   these  amounts  have  been
classified as short-term investments.

4.       Investment in Chartered Semiconductor

         At December  31,  1999,  Actel held an equity  investment  in Chartered
Semiconductor  Manufacturing  Ltd.  (Chartered  Semiconductor),  a semiconductor
company  located in Singapore that  completed an initial public  offering in the
fourth quarter of 1999. Actel's  investment in Chartered  Semiconductor was less
than  1%  of  the  total  equity  of  Chartered  Semiconductor  and  held  as an
available-for-sale investment. The Chartered Semiconductor investment was valued
at its  market  value of $37.6  million  at the end of 1999.  During  the second
quarter of 2000, Actel sold all of its shares of Chartered  Semiconductor common
stock for a one-time gain of $28.3 million.

5.       Business Acquisitions

         GateField

         During 1998,  Actel entered into a product  marketing  rights agreement
with GateField Corporation  (GateField) and made investments in GateField common
stock and  GateField  convertible  preferred  stock,  which were valued at cost.
During 1999, Actel made additional  investments in GateField,  which resulted in
Actel  accounting  for its  investments  in  GateField  under the equity  method
commencing July 1, 1999. From July 1, 1999 through December 31, 1999, the impact
of this was a $1.1  million  charge to  Actel's  pre-tax  income  ($0.9  million
included in amortization of goodwill and $0.2 million  included in equity in net
losses of equity method investee).

         On May 31,  2000,  GateField  and  Actel  announced  the  signing  of a
definitive  agreement  to merge.  On November  15,  2000,  the  acquisition  was
completed and Actel paid cash consideration of $5.25 for each share of GateField
common stock not already  owned by Actel.  From January 1, 2000, to November 15,
2000, the Company  recorded  charges of $4.8 million to pre-tax income under the
equity method of accounting  ($2.4 million  included in amortization of goodwill
and $2.4 million  included in equity in net losses of equity  method  investee).
GateField's  results of operations are included in Actel's income  statement for
the period from November 15, 2000 to December 31, 2000.

         The GateField  acquisition  was accounted for using the purchase method
of accounting  and the total  purchase  price was  approximately  $45.7 million.
Actel paid total cash  consideration  of $24.0 million,  or $5.25 per share, for
the 4.6 million shares of GateField Common Stock not already owned by Actel. The
net book value of Actel  investments in GateField at November 15, 2000, are also
included in the purchase price. These investments included 1.6 million shares of
GateField Common stock that Actel already owned,  which had a book value of $5.4
million;  outstanding notes receivable from GateField, which had a book value of
$6.5 million;  and the capitalized value of Actel's product marketing  agreement
with GateField, which had a book value of $6.0 million. Actel also incurred $0.1
million  of  acquisition  expenses,  including  financial  advisory  and  direct
transaction costs, which are included as a component of the purchase price.

         In accordance with FIN 44, all vested and unvested  GateField  employee
stock options assumed by Actel are included in the purchase price for accounting
purposes based on their fair value of $3.8 million as of the announcement  date.
The portion of the intrinsic  value of the unvested  options that will be deemed
to be earned over the remaining  vesting period (total value of $0.9 million) is
allocated as part of the  purchase  price to unearned  compensation  and will be
amortized to operating  expenses over the  remaining  vesting  period.  The fair
value of the options assumed was calculated  based on the  Black-Scholes  option
pricing model.

         In  accordance  with the  provisions  of APB Opinion No. 16,  "Business
Combinations,"  all identifiable  assets and liabilities were assigned a portion
of the total  consideration  on the basis of their  respective fair values as of
November 15, 2000.  The  consideration  was  allocated,  based on the  valuation
report of an independent valuation specialist, as follows (in thousands):

Net tangible assets (liabilities) of GateField................    $    (1,083)
In-process research and development...........................          5,088
Acquired work-force...........................................            476
Developed technology..........................................          5,808
Core Technology...............................................          2,896
Tradename.....................................................            326
Patents.......................................................            976
Goodwill......................................................         26,680
Unearned compensation costs...................................            922
Net deferred tax asset........................................          3,647
                                                                  -----------
                                                                  $    45,736
                                                                  ===========

         The purchase  price  allocation  is  preliminary  and subject to change
pending  finalization  of  tax  planning  strategies  intended  to  utilize  net
operating losses acquired in the GateField acquisition.  Upon completion of this
study,  there could be material  subsequent  adjustments  to goodwill  and other
non-current  intangible  assets  from  the  GateField  acquisition,  when  these
acquired net operating losses become realizable.

         IPRD  was  identified  and  valued  through  extensive  interviews  and
analysis of data provided by GateField concerning  developmental products, their
stage of development, the time, cost, and resources needed to complete them, and
associated risks. The income approach,  which bases the value of an asset on its
future earnings capacity, was utilized in valuing the IPRD. This approach values
an asset based on the future cash flows  projected  to be generated by the asset
over its estimated  useful life.  To estimate the value of the IPRD,  the future
cash flows were  discounted  to their  present  value  utilizing a discount rate
(25%) that would provide sufficient return to a potential investor.  At the date
of acquisition,  the in-process technology had no alternative future use and was
not ready for commercial production.

         The  fair  value of the  estimated  discounted  cash  flows of the next
generation  of  ProASIC  based  product  was  calculated  to be $5.1  million on
November 15,  2000.  The fair value  calculation  was based on future cash flows
anticipated  in the years 2001 through 2005,  with  associated  gross margin and
expense levels as a percentage of revenues gradually  improving to current Actel
operating levels by 2003.

         GateField  commenced  development  efforts  on the next  generation  of
ProASIC  product  beginning in 2000. The  development  efforts  included  adding
features,   such  as  increased  input/output  speed,  an  improved  programming
mechanism,  and  increasing  the  number of  routing  tracks  and the  number of
available gates,  and migrating the ProASIC  technology from 0.25 micron to 0.22
micron.  GateField had invested  significant  time and effort in developing this
product  family  but,  at the time of  acquisition,  it had not yet  reached the
silicon stage. At the time of the acquisition,  GateField  estimated the project
was  approximately  50% complete  and would be complete in the first  quarter of
2001. The percentage was based on GateField having expended 11.7 man-years prior
to the acquisition and the need to expend an estimated 11.5 man-years  following
the  acquisition  to  complete  the  product.  Given that  there is  significant
technological risk relating to the development of the next generation of ProASIC
based  product  and  that  not even the  first-generation  ProASIC  product  had
generated  any revenue,  this product  family met the  definition  of in-process
technology and was classified as such.

         Actel  believes  that  the  next-generation  ProASIC  products  will be
introduced  during  the  second  half of 2001.  Since  the  project  will not be
completed  in a timely  manner,  the value of the final  products  based on this
technology   will  be  diminished  due  to  the  rapid  pace  of   technological
advancements in the programmable logic market,  which would increase the risk of
obsolescence  of the new products.  In addition,  there can be no assurance that
Actel will be  successful  in the  migration  of the  product  to a 0.22  micron
process.

         The  value  of the  assembled  workforce  was  estimated  using  a cost
approach.  This approach identifies the employees that would require significant
cost to replace and train. This analysis then estimates the fully burdened costs
(locating,  interviewing,  and hiring) attributed to each employee.  These costs
are aggregated and tax-effected to estimate the value of the acquired workforce.
The value  assigned to the  acquired  workforce  was $0.5  million,  which Actel
expects to amortize on a straight-line  basis over the estimated  useful life of
six months.

         The amounts attributed to developed technology and core technology were
valued using the income approach  described above with discount rates of 15% for
developed  technology and 20% for core technology.  The value of core technology
represents technology from previously  discontinued products that can be applied
to  future  revenue  generating  products.   The  value  assigned  to  developed
technology is based on technology that has achieved  technological  feasibility.
The amounts  assigned to developed  and core  technology,  $5.8 million and $2.9
million,  will be amortized on a  straight-line  basis over an estimated  useful
life of five years.

         The value assigned to tradename  represents the value attributed to the
ProASIC  tradename owned by GateField.  The relief from royalty  methodology was
utilized to value the tradename.  This methodology assumes that the value of the
asset  equals the amount a third  party  would pay for the asset.  Therefore,  a
revenue stream for the asset is estimated,  and then an appropriate royalty rate
is applied to the forecasted  revenue to estimate the pre-tax income  associated
with the  asset.  The  pre-tax  income  is then  tax-effected  to  estimate  the
after-tax  net income  associated  with the asset.  Finally,  the  after-tax net
income is discounted to the present  value using an  appropriate  rate of return
(20%) that  considers  both the risk of the asset and the  associated  cash flow
estimates.  Actel  expects to amortize  the $0.3 million  value  assigned to the
tradename on a straight-line basis over an estimated useful life of five years.

         To value the patent  applications,  the relief from royalty methodology
described  above was  utilized  using a 25% rate of  return  for  present  value
discounting.  Actel expects to amortize the $1.0 million  value  assigned to the
patent  applications on a straight-line  basis over an estimated  useful life of
five years.

         $26.7 million of goodwill,  which represents the excess of the purchase
price of  GateField  over the fair  value  of the  underlying  net  identifiable
assets,  will be amortized on a  straight-line  basis over its estimated  useful
life of five years.

         Deferred tax assets and  liabilities  have been recorded to reflect the
future benefits and obligations  associated with the  deductibility of GateField
net operating  loss  carryforwards  and the  non-deductibility  of  amortization
related to acquired goodwill and intangible  assets.  Approximately $3.7 million
of net deferred tax assets were recorded as part of the purchase price.

         Prosys

         On June 2, 2000,  Actel  announced  and completed  the  acquisition  of
Prosys  Technology,  Inc.  (Prosys),  a developer of embedded  FPGA cores,  in a
transaction  accounted  for as a purchase.  Total  consideration  for the Prosys
acquisition was $24.5 million.  In connection with the  acquisition,  Actel paid
$6.9 million in cash and issued 220,518 shares of Actel common stock, at a value
of $34.13 per share,  for all outstanding  shares of Prosys stock. The price per
share of common stock was based on an average of five days closing market prices
for Actel common stock during the period of June 1, 2000,  through June 7, 2000.
Actel  assumed  $0.1  million  of  liabilities  and  incurred  $0.1  million  of
acquisition  costs.  Actel also assumed all outstanding  Prosys options,  all of
which were vested.  The outstanding  options were estimated to have a fair value
equal to $9.9 million  (using the  Black-Scholes  option  pricing model) and are
included in the purchase price.  Prosys's  results of operations are included in
Actel's income statement for the period from June 2, 2000 to December 31, 2000.

         In  accordance   with  the  provisions  of  APB  Opinion  No.  16,  all
identifiable  assets  and  liabilities  were  assigned  a  portion  of the total
consideration  on the basis of their respective fair values.  The  consideration
was  allocated,  based  on the  valuation  report  of an  independent  valuation
specialist, as follows (in thousands):

In-process research and development...........................    $     5,558
Acquired work-force...........................................            273
Patent applications...........................................            349
Cash & other current assets...................................             57
Deferred tax liability........................................           (249)
Goodwill......................................................         18,534
                                                                  -----------
                                                                  $    24,522
                                                                  ===========

         IPRD  was  identified  and  valued  through  extensive  interviews  and
analysis of data provided by Prosys  concerning  developmental  products,  their
stage of development,  the time, cost and resources needed to complete them, and
associated  risks.  The income  approach,  as discussed  above,  was utilized in
valuing the IPRD. At the date of acquisition,  the in-process  technology had no
alternative future use and had not reached technological feasibility.

         As of the  valuation  date,  Prosys had no  developed  products  in the
marketplace and was in the process of developing a 4x4 embedded block SRAM-based
FPGA core and a 8x8 embedded  block  SRAM-based  FPGA core.  These  intellectual
property   cores  will  be  marketed  and  licensed  as  cores  to  allow  other
semiconductor  companies to embed functional  blocks of programmable  logic into
their silicon designs. Prosys indicated that the 4x4 embedded block was expected
to be  completed  in  late  2000,  following  the  development  of key  software
features.  The 4x4 embedded  block core was  introduced  in February 2001 as the
VariCoreTM  Embedded  Programmable  Gate Array (EPGA) product.  The 8x8 embedded
block core,  which was (and still is) expected to be  introduced  in 2001,  will
leverage  technology from the 4x4 embedded block core. As of the valuation date,
Prosys had incurred  development costs of approximately  $3.1 million related to
the 4x4 embedded  block core and estimated  that an  additional  $1.3 million of
research  and  development  was  required to complete  the  development  of this
product.  Thus,  the  in-process  4x4  embedded  block core was  estimated to be
approximately 70% complete, an amount that approximated the relative efforts and
complexities  completed.  Since  the  8x8  embedded  block  core  will  leverage
technology  from the 4x4 embedded block core in process,  the 8x8 embedded block
core was estimated to be 35% complete in its development. These products were in
development at the time of acquisition and there was  significant  technological
risk  at  that  time  related  to  completing  development  of  these  products.
Accordingly,  the 4x4 embedded  block core and the 8x8 embedded  block core were
classified as in-process technology.

         The fair  value of the  estimated  discounted  cash flows of the Prosys
in-process  technology  was  calculated to be $5.6 million on June 2, 2000.  The
fair value  calculation was based on future cash flows  anticipated in the years
2000  through  2005,  with  associated  gross  margin  and  expense  levels as a
percentage of revenues gradually  improving to current Actel operating levels by
2002.

         Actel  does not  believe  that the delay in the  completion  of the 4x4
embedded block core will have a materially  adverse financial impact.  There can
be no assurance  that Actel will be successful in completing of the 8x8 embedded
block core. If not completed in a timely manner,  revenues from the licensing of
such SRAM-based cores would be delayed.

         The  value  of the  assembled  workforce  was  estimated  using  a cost
approach.  Actel  amortized  the $0.3  million  value  assigned to the  acquired
workforce on a straight-line basis over the estimated useful life of six months.

         To value the patent  applications,  the relief from royalty methodology
was utilized  with a discount  rate of 25%.  Actel  expects to amortize the $0.3
million value assigned to the patent  applications on a straight-line basis over
an estimated useful life of five years.

         $18.5 million of goodwill,  which represents the excess of the purchase
price of Prosys over the fair value of the underlying net  identifiable  assets,
will be amortized on a  straight-line  basis over its  estimated  useful life of
five years. Additional consideration of up to 159,795 shares of Common Stock may
be issued by Actel in connection  with its  acquisition of Prosys  following the
achievement  of certain  milestones  during a period of 18 months  following the
closing of the acquisition.  Upon achievement of the milestones,  the additional
shares will be issued to all selling shareholders based on their relative equity
interests at the time of the  acquisition,  and will be reflected as  additional
purchase price at the time of issuance.

         AGL

         On December 21,  1999,  Actel  completed  the  acquisition  of AutoGate
Logic, Inc. (AGL) in a transaction accounted for as a purchase.  AGL developed a
wide range of very large scale integration (VLSI)  development tools,  including
FPGA and custom  integrated  circuit  (IC)  place and route and timing  analysis
software.  In connection  with the  acquisition,  Actel issued 285,943 shares of
common  stock  valued at $18.29 per share and assumed  options  exercisable  for
89,057  shares of Actel  common  stock.  The price per share of common stock was
based on an average of five days  closing  market  prices for Actel common stock
during  the  period of October  1,  1999,  through  October  7,  1999,  when the
Agreement to acquire AGL was  announced.  Amounts  prepaid by Actel for a source
code  license  and  accounts  receivable  held by AGL from Actel were  netted to
arrive at a total purchase price of $7.2 million.

         In accordance with  provisions of APB Opinion No. 16, all  identifiable
assets and liabilities were assigned a portion of the total consideration on the
basis of their respective fair values. The consideration was allocated, based on
the valuation  report of an  independent  valuation  specialist,  as follows (in
thousands):

In-process research and development...........................    $       600
Completed technology..........................................          2,100
Assembled work force..........................................            200
Cash..........................................................            281
Deferred tax liability........................................           (920)
Goodwill......................................................          4,938
                                                                  -----------
                                                                  $     7,199
                                                                  ===========

         A portion of the purchase  price was allocated to developed  technology
and acquired  IPRD.  Completed  technology  and IPRD were  identified and valued
through  extensive  interviews  and analysis of data provided by AGL  concerning
developmental  products,  their  stage of  development,  the time and  resources
needed  to  complete  them,  and  associated  risks.  The cost  approach,  which
establishes value based on the cost of reproducing or replacing the assets, less
depreciation for functional or economic obsolescence,  was the primary technique
utilized in valuing the completed technology and IPRD.

         Where development projects had reached technological feasibility,  they
were  classified  as completed  technology  and the value  assigned to completed
technology  was  capitalized.  Where the  development  projects  had not reached
technological  feasibility  and  had  no  future  alternative  uses,  they  were
classified  as IPRD and charged to expense  upon the closing of the merger.  The
nature of the  efforts  required  to develop  the IPRD into  completed  products
related principally to the completion of all planning,  designing,  prototyping,
verification,  and testing  activities  necessary to establish that the products
meet  their  design   specifications,   including   functions,   features,   and
technological performance  requirements.  Associated risks included the inherent
difficulties and  uncertainties in completing each project and thereby achieving
technological   feasibility,   anticipated   levels  of  market  acceptance  and
penetration,  market growth rates, and the impact of potential changes in target
markets.

         The acquired  completed  technology,  comprised  of products  that were
already  technologically  feasible upon  acquisition,  includes  product neutral
software tools for place and route and architecture evaluation. Actel expects to
amortize the acquired  completed  technology of approximately  $2.1 million on a
straight-line basis over an average estimated useful life of five years.

         The acquired  assembled  workforce  consisted  of employees  from AGL's
engineering group. Actel amortized the value assigned to the assembled workforce
of approximately $0.2 million on a straight-line basis over the estimated useful
life of six months.

         Goodwill, which represents the excess of the purchase price of AGL over
the fair value of the underlying net identifiable  assets, is being amortized on
a straight-line basis over its estimated life of five years.

         Pro Forma Results

         The following  unaudited pro forma results of operations for the fiscal
years ending 2000 and 1999 are  presented as if the  acquisitions  of Prosys and
GateField  had occurred as of the  beginning of each year,  and include  certain
estimated  adjustments,  including  amortization of  intangibles.  The pro forma
results  exclude  the  one-time  write-offs  of IPRD and the tax  effect of such
charges.  The pro-forma  information has been prepared for comparative  purposes
only and does not purport to be indicative of what operating  results would have
been if the acquisitions had actually taken place at the beginning of such years
or of future operating results.


                                                     Years Ended December 31,
                                                    -------------------------
                                                        2000          1999
                                                    -----------   -----------
                                                    (in thousands, except per
                                                          share amounts)
Net revenues....................................    $   227,512   $   173,648
Net income......................................         33,083        (9,484)
Diluted earnings per share......................    $      1.25   $     (0.40)


6.       Restructuring Charges

         During the second quarter of 1999, the Company completed a
restructuring plan that resulted in a reduction in force along with the
elimination of certain projects and non-critical activities. The total pretax
restructuring charge for these activities amounted to $2.0 million. These
measures were taken to reduce spending and sharpen the Company's focus on new
product development.

<TABLE>
<CAPTION>
                                                                               Restruc-                   Balance at
                                                                  Cash/         turing                     December
                         Description                            Non-Cash        Charge       Activity      31, 1999
----------------------------------------------------------     ----------    ------------  ------------  ------------
                                                                                          (in thousands)
<S>                                                                          <C>           <C>           <C>
Employee severance and outplacement.......................     Cash          $        586  $        586  $         --
Write-off of prepaid license..............................     Non-cash               734           734            --
Abandoned capital assets..................................     Non-cash               643           643            --
                                                                             ------------  ------------  ------------
                                                                             $      1,963  $      1,963  $         --
                                                                             ============  ============  ============
</TABLE>

         Employee Severance and Outplacement  Expenses were comprised  primarily
of severance  packages for 31 employees across all functions who were terminated
as part of a reduction in force. The severance was computed based upon severance
compensation, benefits, and related employer payroll taxes.


         Write-Off of Prepaid License was associated with the  cancellation of a
certain product and related development project. The product was eliminated from
the Company's  future  revenue  stream and therefore the license for the product
had no future economic benefit to the Company.

         Abandoned  Capital  Assets  consisted of the  write-off of  capitalized
costs associated with a new building project that was abandoned and fixed assets
no longer  utilized by the Company that were  scrapped.  The  abandonment of the
building  project and  scrapping of the fixed assets were a direct result of the
reduction in force and elimination of certain non-critical activities.

7.       Line of Credit

         Actel has a line of credit with a bank that provides for borrowings not
to exceed $5 million.  The agreement  contains  covenants  that require Actel to
maintain certain financial ratios and levels of net worth. At December 31, 2000,
Actel was in compliance  with the  covenants for the line of credit.  Borrowings
against the line of credit bear interest at the bank's prime rate. There were no
borrowings  against the line of credit at December 31, 2000,  1999, or 1998. The
line of credit expires in May 2001.

8.       Commitments

         Actel leases its facilities and certain equipment under non-cancellable
lease agreements.  The current  facilities lease agreement expires in June 2003,
with a five-year  renewal option.  Actel's  facilities and equipment  leases are
accounted for as operating  leases.  The equipment lease terms expire at various
dates through  September 2001. All of these leases require Actel to pay property
taxes,  insurance,  and  maintenance  and repair  costs.  At December  31, 2000,
Actel's capital lease obligations were not material. At December 31, 1999, Actel
had no capital lease obligations.

         Future minimum lease payments under all non-cancellable leases are as
follows:

                                                               Operating Leases
                                                                 ------------
                                                                (in thousands)
2001...........................................................  $      3,612
2002...........................................................         3,115
2003...........................................................         1,568
2004 and thereafter............................................            --
                                                                 ------------
Total minimum lease payments...................................  $      8,295
                                                                 ============

         Rental expense under operating leases was  approximately  $4.3 million,
$4.2 million, and $3.3 million for 2000, 1999, and 1998, respectively.

9.       Retirement Plan

         Effective  December 10, 1987, Actel adopted a tax deferred savings plan
for the  benefit  of  qualified  employees.  The  plan is  designed  to  provide
employees with an  accumulation  of funds at retirement.  Employees may elect at
any time to have salary reduction contributions made to the plan.

         Actel may make contributions to the plan at the discretion of the Board
of  Directors.  Actel  made  contributions  to the  plan of $0.5  million,  $0.4
million,  and $0.4  million for the 2000,  1999,  and 1998 years,  respectively.
Contributions  were based on net revenues  and net income for the fiscal  years.
The contributions vest annually,  retroactively from an eligible employee's date
of hire,  at the rate of 25% per year. In addition,  contributions  become fully
vested upon  retirement  from Actel at age 65. There is no guarantee  Actel will
make any  contributions  to the plan in the future,  regardless of its financial
performance.  If Actel, in its discretion,  chooses to make a contribution again
in the future, the amount could be higher or lower.

10.      Shareholders' Equity

         Stock Repurchase

         Actel authorized a stock  repurchase  program in September 1998 whereby
up to 1,000,000  shares of Actel's  common  stock may be purchased  from time to
time in the open market at the discretion of management. An additional 1,000,000
shares was  authorized for repurchase in 1999.  During 2000,  Actel  repurchased
886,108  shares  of  common  stock  for  $21.0  million.  Actel  made  no  stock
repurchases in 1999.  During 1998,  Actel  repurchased  675,000 shares of common
stock for $6.1 million.  Actel reissues  repurchased shares through its employee
stock option and purchase plans.

         Stock Option Plans

         Actel has adopted stock option plans under which  officers,  employees,
and consultants may be granted  incentive stock options or nonqualified  options
to purchase  shares of Actel's common stock.  In connection with the acquisition
of Prosys and  GateField,  Actel  assumed the stock  option  plans of Prosys and
GateField and the related  options are  incorporated  in the amounts  below.  At
December 31, 2000,  11,716,912 shares of common stock were reserved for issuance
under these plans, of which 40,462 were available for grant. Actel did not grant
options to consultants in 2000, 1999, or 1998.

         Actel has also  adopted a Directors'  Stock  Option  Plan,  under which
directors who are not employees of Actel may be granted  nonqualified options to
purchase shares of Actel's common stock. At December 31, 2000, 257,500 shares of
common stock were  reserved for issuance  under such plan,  of which 65,000 were
available for grant.

         Actel grants stock options under its plans at a price equal to the fair
value of  Actel's  common  stock  on the date of  grant.  Subject  to  continued
service, options generally vest over a period of four years and expire ten years
from the date of grant.

         The  following  table  summarizes  Actel's  stock  option  activity and
related information for the three years ended December 31, 2000:

<TABLE>
<CAPTION>
                                               2000                          1999                          1998
                                   ----------------------------  ----------------------------  ----------------------------
                                                     Weighted                      Weighted                      Weighted
                                                     Average                       Average                       Average
                                      Number of      Exercise       Number of      Exercise      Number of       Exercise
                                       Shares         Price          Shares         Price         Shares          Price
                                   --------------  ------------  --------------  ------------  --------------  ------------
<S>                                     <C>        <C>                <C>        <C>                <C>        <C>
Outstanding at January 1......          5,862,933  $      12.62       5,051,840  $      11.41       4,252,115  $      13.98
Granted.......................          3,264,468         26.44       2,339,561         14.34       3,626,060         11.44
Exercised.....................         (1,189,898)        10.49        (620,226)         9.94        (495,997)         9.50
Cancelled.....................         (1,096,512)        15.72        (908,242)        12.14      (2,330,338)        16.57
                                   --------------                --------------                --------------
Outstanding at December 31....          6,840,991  $      19.08       5,862,933  $      12.62       5,051,840  $      11.41
                                   ==============                ==============                ==============

</TABLE>

The following table summarizes  information  about stock options  outstanding at
December 31, 2000:
<TABLE>
<CAPTION>
                                                                           December 31, 2000
                                                ------------------------------------------------------------------------
                                                            Options Outstanding                   Options Exercisable
                                                ------------------------------------------     -------------------------
                                                               Weighted
                                                               Average          Weighted                     Weighted
                                                               Remaining        Average                      Average
                                                  Number of    Contract         Exercise       Number of     Exercise
           Range of Exercise Prices                Shares        Life            Price           Shares       Price
--------------------------------------------    -------------  -----------    ------------     ----------   ------------
<S>             <C>                                   <C>      <C>            <C>                 <C>       <C>
$    0.07    -  $  10.06....................          938,727  6.55 years     $       7.65        385,528   $       6.43
    10.25    -     10.63....................          352,270  4.57                  10.61        337,270          10.62
    10.88    -     11.75....................          805,654  6.25                  11.66        423,993          11.69
    11.88    -     13.56....................        1,025,274  8.32                  13.29        203,453          13.07
    13.63    -     17.13....................          670,685  7.37                  15.32        275,989          15.21
    17.94    -     23.81....................          671,525  9.34                  21.36         72,598          21.56
    23.94    -     27.13....................          455,501  9.74                  24.83          1,734          27.13
    27.50    -     27.50....................          911,523  9.13                  27.50         40,696          27.50
    28.13    -     34.50....................          673,583  9.35                  32.83         19,443          31.23
    35.50    -    104.71....................          336,249  9.56                  39.98          1,285          42.69
                                                -------------                                  ----------
     0.07    -    104.71....................        6,840,991  8.02           $      19.08      1,761,989   $      12.08
                                                =============                                  ==========
</TABLE>

         Employee Stock Purchase Plan

         Actel has adopted an Employee Stock  Purchase Plan (ESPP),  under which
eligible employees may designate not more than 15% of their cash compensation to
be deducted each pay period for the purchase of common stock (up to a maximum of
$25,000  worth of common stock in any year).  At December  31,  2000,  3,019,680
shares of common stock were  authorized for issuance under the ESPP. The ESPP is
administered in  consecutive,  overlapping  offering  periods of up to 24 months
each, with each offering period divided into four consecutive six-month purchase
periods beginning August 1 and February 1 of each year. On the last business day
of each purchase  period,  shares of common stock are purchased with  employees'
payroll deductions  accumulated during the prior six months at a price per share
equal to 85% of the  market  price of the  common  stock on the first day of the
applicable offering period or the last day of the purchase period,  whichever is
lower.  There were 384,436 and 364,163  shares issued under the ESPP in 2000 and
1999,  respectively,  and 1,216,904  shares  remained  available for issuance at
December 31, 2000.  The  weighted-average  fair value of employee stock purchase
rights  granted  during  2000,  1999,  and 1998 were  $6.64,  $5.76,  and $5.52,
respectively.

         Pro Forma Disclosures

         Pro forma information  regarding net income and net income per share is
required by SFAS 123, which also requires that the  information be determined as
if  Actel  had  accounted  for  its  stock-based  awards  to  employees  granted
subsequent to December 31, 1994,  under the fair value  method.  The stock based
awards consist of options and employee stock purchase rights. The fair value for
these  stock-based  awards to employees was estimated at the date of grant using
the Black-Scholes pricing model with the following weighted-average  assumptions
for 2000, 1999, and 1998:  risk-free interest rates of 6.13%,  5.55%, and 5.34%,
respectively;  no dividend yield; volatility factor of the expected market price
of Actel's  common  stock of 65%,  54%,  and 51%,  respectively;  and a weighted
average expected life for the options and employee stock purchase rights of four
years and two years,  respectively.  At December 31, 1999, 1,701,538 outstanding
options  were  exercisable;  and at December  31,  1998,  1,306,424  outstanding
options were  exercisable.  The  weighted-average  fair value of options granted
during 2000, 1999, and 1998 were $15.07, $7.17, and $4.69, respectively.

         The  Black-Scholes  option  valuation  model was  developed  for use in
estimating the fair value of traded options,  which have no vesting restrictions
and are fully  transferable.  In addition,  option  valuation models require the
input of highly  subjective  assumptions,  including  the  expected  stock price
volatility. Because Actel's stock-based awards to employees have characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially  affect the fair value estimate,  in
management's  opinion the existing models do not necessarily  provide a reliable
single measure of the fair value of its stock-based awards to employees.

         For  purposes of pro forma  disclosures,  the  estimated  fair value of
Actel's  stock-based  awards to  employees  is  amortized  to  expense  over the
options'  vesting period for options and expensed during the periods awarded for
employee stock purchase rights. Actel's pro forma information is as follows:

                                                Years Ended December 31,
                                     ----------------------------------------
                                          2000         1999          1998
                                     ------------  ------------  ------------
                                      (in thousands, except per share amounts)

Pro forma net income............     $     31,597  $      9,186  $      5,117
Pro forma earnings per share:
   Basic........................     $       1.35  $       0.42  $       0.24
   Diluted......................     $       1.22  $       0.41  $       0.24


The effects on pro forma  disclosures  of applying SFAS 123 are not likely to be
representative of the effects on pro forma disclosures in future years.

11.      Comprehensive Income

         The components of comprehensive income, net of tax, are as follows:

<TABLE>
<CAPTION>
                                                                                     Years Ended December 31,
                                                                             ----------------------------------------
                                                                                 2000          1999          1998
                                                                             ------------  ------------  ------------
                                                                                          (in thousands)
<S>                                                                          <C>           <C>           <C>
Net Income..............................................................     $     41,445  $     17,638  $     14,987
Change in gain on available-for-sale securities, net of tax of $172 in
2000 and $10,595 in 1999................................................              853        15,892           178
Less reclassification adjustment for gains included in net income.......          (16,163)           (9)          (51)
                                                                             ------------  ------------  ------------
Other Comprehensive Income (Loss).......................................          (15,310)       15,883           127
                                                                             ------------  ------------  ------------
Total Comprehensive Income..............................................     $     26,135  $     33,521  $     15,114
                                                                             ============  ============  ============
</TABLE>

Accumulated other comprehensive  income for 2000, 1999, and 1998 is presented in
the  accompanying  consolidated  condensed  balance sheets,  and consists of the
accumulated    net   unrealized   gain   on    available-for-sale    securities.

12.      Tax Provision

         The tax provision consists of:

<TABLE>
<CAPTION>
                                                                                     Years Ended December 31,
                                                                             ----------------------------------------
                                                                                 2000          1999          1998
                                                                             ------------  ------------  ------------
                                                                                          (in thousands)
<S>                                                                          <C>           <C>           <C>
Federal - current.......................................................     $     31,554  $     11,709  $      3,565
Federal - deferred......................................................           (5,402)       (5,073)        1,416
State - current.........................................................            5,078         1,720           592
State - deferred........................................................             (299)         (591)        1,197
Foreign - current.......................................................              296           290           445
                                                                             ------------  ------------  ------------
                                                                             $     31,227  $      8,055  $      7,215
                                                                             ============  ============  ============
</TABLE>

The tax provision reconciles to the amount computed by multiplying income before
tax by the U.S. statutory rate as follows:

<TABLE>
<CAPTION>
                                                                                           December 31,
                                                                             ----------------------------------------
                                                                                 2000          1999          1998
                                                                             ------------  ------------  ------------
                                                                                          (in thousands)
<S>                                                                          <C>           <C>           <C>
Provision at federal statutory rate.....................................     $     25,435  $      8,993  $      7,771
Change in valuation allowance...........................................             (440)         (440)         (440)
Tax exempt interest income..............................................           (1,050)         (770)         (875)
Federal research credits................................................           (1,600)       (1,031)         (856)
State taxes, net of federal benefit.....................................            3,106           734         1,163
Non-deductible impact of amortization of intangibles/investments........            3,183           341            --
Non-deductible impact of in-process research and development............            3,726           210            --
Other...................................................................           (1,133)           18           452
                                                                             ------------  ------------  ------------
Tax provision...........................................................     $     31,227  $      8,055  $      7,215
                                                                             ============  ============  ============
</TABLE>

         Significant  components of Actel's  deferred tax assets and liabilities
for federal and state income taxes are as follows:

<TABLE>
<CAPTION>
                                                                                                  December 31,
                                                                                           --------------------------
                                                                                               2000          1999
                                                                                           ------------  ------------
                                                                                                 (in thousands)
Deferred tax assets:
<S>                                                                                        <C>           <C>
        Depreciation...................................................................    $      1,968  $      2,297
        Deferred income................................................................          17,159        15,574
        Intangible assets..............................................................           4,994         5,664
        Inventories....................................................................           3,802         1,950
        Net operating losses of acquired companies.....................................          34,714            --
        Other, net.....................................................................           5,785         2,963
                                                                                           ------------  ------------
                                                                                                 68,442        28,448
        Valuation allowance............................................................         (28,443)       (1,726)
                                                                                           ------------  ------------
                Net deferred tax assets................................................    $     39,979  $     26,722
                                                                                           ============  ============

Deferred tax liabilities:
         Intangible assets.............................................................    $      5,067  $        920
         Unrealized gain on investments................................................             353        10,595
                                                                                           ------------  ------------
               Deferred tax liability.................................................     $      5,420  $     11,515
                                                                                           ============  ============
</TABLE>

         The valuation  allowance  declined by approximately $0.4 million during
1999 and 1998.  Approximately $27.2 million of the December 31, 2000,  valuation
reserve  will be allocated to reduce  goodwill or other  non-current  intangible
assets from the acquisition of GateField when realized.

         Actel  has a  net  operating  loss  carryforward  as a  result  of  the
GateField acquisition of approximately $90 million, which will expire at various
times  beginning in the year ended  December  31,  2006,  and ending in the year
ended December 31, 2020. Pre-tax income from foreign  subsidiaries is considered
to be immaterial.

13.      Segment Disclosures

         Actel operates in a single operating  segment:  designing,  developing,
and marketing FPGAs. FPGA sales accounted for 96%, 96%, and 97%, of net revenues
for the years ended December 31, 2000, 1999, and 1998, respectively.  Actel also
derives revenues from the sale of software and hardware systems,  which are used
to design and program  FPGAs.  In  addition,  Actel  derives  revenues  from the
performance  of design  services,  including  FPGA,  ASIC,  and  system  design;
software  development and implementation;  and development of prototypes,  first
articles and production  units.  Protocol Design Services,  which Actel acquired
from  GateField in the third  quarter of 1998,  accounted  for 2% of Actel's net
revenue in 2000 and 1999 and 1% in 1998.

         The Chief Executive  Officer has been identified as the Chief Operating
Decision Maker because he has final authority over resource allocation decisions
and performance assessment.

         Actel  markets  its  products  in the  United  States  and  in  foreign
countries through its sales personnel,  independent sales  representatives,  and
distributors. Actel's geographic sales are as follows:

<TABLE>
<CAPTION>

                                                                Years Ended December 31,
                                   ------------------------------------------------------------------------------
                                              2000                        1999                        1998
                                   ----------------------      ----------------------      ----------------------
                                                           (in thousands, except percentages)
<S>                                <C>             <C>         <C>             <C>         <C>             <C>
United States.................     $    153,847       68%      $    121,819       71%      $    102,817       67%
Export:
     Europe...................           43,282       19             29,010       17             29,675       19
     Japan....................           16,561        7              9,562        6             10,658        7
     Other international......           12,729        6             11,270        6             11,277        7
                                   ------------    ------      ------------    ------      ------------    ------
                                   $    226,419      100%      $    171,661      100%      $    154,427      100%
                                   ============    ======      ============    ======      ============    ======
</TABLE>

         As is common in the semiconductor industry, Actel generates significant
revenues from the sales of its products through distributors.  Actel's principal
distributors  are  Unique  Technologies,   Inc.  (Unique)  and  Pioneer-Standard
Electronics,  Inc.  (Pioneer) in North America and Arrow  Electronics,  Inc. and
Zeus Electronics (Arrow) worldwide.  The following table sets forth, for each of
the last three years,  the  percentage  of revenues  derived from all  customers
accounting for 10% or more of net revenues in any of such years:

                                             2000          1999          1998
                                          ---------      ---------    ---------
Arrow.................................        17%           16%           14%
Wyle/Unique...........................        15%           13%           14%
Pioneer...............................        13%           12%            9%
Nortel Networks.......................        11%            9%            3%


14.      Patent Infringement

         On March 29,  2000,  Unisys  Corporation  (Unisys)  brought suit in the
United States District Court for the Northern  District of California,  San Jose
Division (Court),  against Actel seeking monetary damages and injunctive relief.
The summons and complaint  were served on Actel on April 10, 2000. The complaint
alleges that Actel has infringed and is currently  infringing four United States
patents that belong to plaintiff:  U.S.  Patent No.  4,442,507  issued April 10,
1984; U.S. Patent No. 5,296,722 issued March 22, 1994; U.S. Patent No. 5,407,851
issued April 18, 1995; and U.S.  Patent No.  5,496,763  issued March 5, 1996. On
May  15,  2000,  Unisys  served  its  Initial  Disclosure  of  Asserted  Claims,
identifying the SX and SX-A family of FPGAs as the specific Actel products being
accused of  infringement,  and  identifying  the specific  claims of each of the
patents in suit  alleged to be  infringed by those  products.  On September  25,
2000, Actel filed its First Amended Answer to the Complaint, denying that it has
infringed or is infringing any of the patents in suit, and alleging, among other
things,  that each of those patents is invalid for failure to meet the statutory
requirements  for  patentability.  With its amended  answer,  Actel also filed a
counterclaim  against  Unisys  seeking a judicial  declaration  that each of the
Unisys patents in suit is invalid, unenforceable, and not infringed by Actel. On
October  26,  2000,  the  Court  entered  its  Order  for  Pretrial  Preparation
establishing  various  deadlines in the case,  and setting the case for trial on
March 25, 2002.  The case is in its early  stages and, as of March 30, 2001,  no
depositions  or  other  substantial  discovery  has yet  been  conducted.  Actel
believes that it has  meritorious  defenses to the claims asserted by Unisys and
intends to defend itself vigorously in this matter.  After  consideration of the
information currently known, Actel does not believe that the ultimate outcome of
this case will have a materially  adverse effect on Actel's business,  financial
condition or results of  operations,  although no assurance can be given to that
effect. While management believes that a reasonable resolution will occur, there
can be no assurance  that this case will be resolved,  or that the resolution of
this case  will not have a  materially  adverse  effect  on  future  results  of
operations or cash flows.

         As is typical in the semiconductor industry, Actel has been and expects
to be  notified  from time to time of claims that it may be  infringing  patents
owned by others.  During 2000,  Actel continued to hold discussions with several
third parties  regarding  potential patent  infringement  issues,  including two
semiconductor   manufacturers   with   significantly   greater   financial   and
intellectual  property  resources than Actel.  As it has in the past,  Actel may
obtain licenses under patents that it is alleged to infringe.  When probable and
reasonably  estimable,  Actel has made  provision for the  estimated  settlement
costs of claims for alleged  infringement prior to the balance sheet date. While
Actel believes that reasonable  resolution will occur, there can be no assurance
that these claims will be resolved or that the  resolution  of these claims will
not have a materially adverse effect on Actel's business,  financial  condition,
or results of operations. In addition, Actel's evaluation of the probable impact
of these pending  disputes  could change based upon new  information  learned by
Actel.  Subject  to the  foregoing,  Actel  does not  believe  that any  pending
disputes,  including  those  described  above,  are likely to have a  materially
adverse  effect on  Actel's  financial  condition,  results  of  operations,  or
liquidity.

15.      Earnings Per Share

         The  following  table sets forth the  computation  of basic and diluted
earnings per share:
<TABLE>
<CAPTION>

                                                                                     Years Ended December 31,
                                                                             ----------------------------------------
                                                                                 2000          1999          1998
                                                                             ------------  ------------  ------------
                                                                             (in thousands, except per share amounts)
<S>                                                                          <C>           <C>           <C>
Basic:
Weighted-average common shares outstanding..............................           23,447        21,664        21,251
                                                                             ------------  ------------  ------------
Shares used in computing net income per share...........................           23,447        21,664        21,251
                                                                             ============  ============  ============
Net income..............................................................     $     41,445  $     17,638  $     14,987
                                                                             ============  ============  ============
Net income per share....................................................     $       1.77  $       0.81  $       0.71
                                                                             ============  ============  ============
Diluted:
Weighted-average common shares outstanding..............................           23,447        21,664        21,251
Net effect of dilutive stock options, warrants, and convertible preferred
   stock - based on the treasury stock method...........................            2,786         1,394           670
                                                                             ------------  ------------  ------------
Shares used in computing net income per share...........................           26,233        23,058        21,921
                                                                             ============  ============  ============
Net income..............................................................     $     41,445  $     17,638  $     14,987
                                                                             ============  ============  ============
Net income per share....................................................     $       1.58  $       0.76  $       0.68
                                                                             ============  ============  ============
</TABLE>

         Options  outstanding  under  Actel's  stock  option  plans to  purchase
approximately 361,000,  218,000, and 1,096,000 shares of Actel common stock were
not included in the calculation to derive diluted income per share for the years
2000,  1999,  and  1998,  respectively,  as their  inclusion  would  have had an
anti-dilutive effect.

<PAGE>




                REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS



THE BOARD OF DIRECTORS AND SHAREHOLDERS

ACTEL CORPORATION



         We have audited the accompanying  consolidated  balance sheets of Actel
Corporation  as of  December  31, 2000 and 1999,  and the  related  consolidated
statements  of  income,   cash  flows,  and   shareholders'   equity  and  other
comprehensive  income for each of the three years in the period  ended  December
31, 2000.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States.  Those standards require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material respects,  the consolidated  financial position of Actel
Corporation  at December 31, 2000 and 1999 and the  consolidated  results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 2000, in conformity with accounting  principles  generally accepted
in the United States.



                                                           /s/ ERNST & YOUNG LLP

San Jose, California
January 22, 2001



<PAGE>

                                 STOCK LISTING

     Actel's  common  stock has been traded on the Nasdaq Stock Market under the
symbol "ACTL" since the Company's  initial  public  offering  (IPO) on August 2,
1993.  The Company has never paid cash  dividends on its common stock and has no
present plans to do so.

     On March 19,  2000,  there  were 238  shareholders  of  record.  Since many
shareholders  have their  shares held of record in the names of their  brokerage
firm, the actual number of  shareholders is estimated by the Company to be about
6,600.

     During the last two years,  the quarterly high and low sales prices for the
common stock were:

             2000                           High              Low
------------------------------------- ----------------- -----------------
First Quarter                              36 1/2            21 5/8
Second Quarter                             46 7/8             22 -
Third Quarter                              55 3/8             29 5/8
Fourth Quarter                              39 -              20 -

             1999                           High              Low
------------------------------------- ----------------- -----------------
First Quarter                              22 5/8            12 1/2
Second Quarter                            20 5/16             11 -
Third Quarter                               20 -              13 -
Fourth Quarter                             24 1/2             16 -