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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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



For the quarterly period ended December 31, 2003



OR



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



For the transition period from  to



Commission file number 0-19654



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VITESSE SEMICONDUCTOR CORPORATION

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 77-0138960                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



741 Calle Plano
Camarillo, CA 93012

(Address of principal executive offices)



(805) 388-3700

(Registrants telephone number, including area code)



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



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act):    Yes  x    No ̈



As of January 31, 2004, there were 214,793,291 shares of $0.01 par value
common stock outstanding.



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##### Table of Contents

VITESSE SEMICONDUCTOR CORPORATION



TABLE OF CONTENTS



|               |  |                       |  |                                                                                                                              |  |            
|-------------- |  | --------------------- |  | ---------------------------------------------------------------------------------------------------------------------------- |  | -----------
|               |  |                       |  |                                                                                                                              |  | Page Number
|PART I         |  | FINANCIAL INFORMATION |  |                                                                                                                             
|               |  |                       | 
|               |  | Item 1                |  | Financial Statements:                                                                                                        |  |            
|               |  |                       | 
|               |  |                       |  | Unaudited Condensed Consolidated Balance Sheets as of December 31, 2003 and September 30, 2003                               |  | 3          
|               |  |                       | 
|               |  |                       |  | Unaudited Condensed Consolidated Statements of Operations for the three months ended December 31, 2003 and December 31, 2002 |  | 4          
|               |  |                       | 
|               |  |                       |  | Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 2003 and December 31, 2002 |  | 5          
|               |  |                       | 
|               |  |                       |  | Notes to Unaudited Condensed Consolidated Financial Statements                                                               |  | 6          
|               |  |                       | 
|               |  | Item 2                |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                        |  | 11         
|               |  |                       | 
|               |  | Item 3                |  | Quantitative and Qualitative Disclosure About Market Risk                                                                    |  | 22         
|               |  |                       | 
|               |  | Item 4                |  | Controls and Procedures                                                                                                      |  | 23         
|               |  |                      
|PART II        |  | OTHER INFORMATION     |  |                                                                                                                             
|               |  |                       | 
|               |  | Item 6                |  | Exhibits and Reports on Form 8-K                                                                                             |  | 24         
|               | 
|SIGNATURE      |  | 25                   
|               | 
|CERTIFICATIONS |  |                      



2



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##### Table of Contents

PART I

FINANCIAL INFORMATION



VITESSE SEMICONDUCTOR CORPORATION



UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)



|                                                                                                                                                                                 |  |                   |            |   |                    |   |            |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ---------- | - | ------------------ | - | ---------- | -
|                                                                                                                                                                                 |  | December 31, 2003 |            |   | September 30, 2003 |  
|ASSETS                                                                                                                                                                           |  |                   |            |   |                    |   |            |  
|Current assets:                                                                                                                                                                  |  |                   |            |   |                    |   |            |  
|Cash and cash equivalents                                                                                                                                                        |  | $                 | 48,672     |   |                    | $ | 48,119     |  
|Short-term investments (principally marketable securities)                                                                                                                       |  |                   | 178,301    |   |                    |   | 186,455    |  
|Accounts receivable, net                                                                                                                                                         |  |                   | 36,620     |   |                    |   | 35,171     |  
|Inventories, net                                                                                                                                                                 |  |                   | 27,978     |   |                    |   | 24,851     |  
|Prepaid expenses and other current assets                                                                                                                                        |  |                   | 6,377      |   |                    |   | 4,457      |  
|                                                                                                                                                                                 |  |                   |            |   |                    |   |            |  
|Total current assets                                                                                                                                                             |  |                   | 297,948    |   |                    |   | 299,053    |  
|                                                                                                                                                                                 |  |                   |            |   |                    |   |            |  
|Property and equipment, net                                                                                                                                                      |  |                   | 92,152     |   |                    |   | 92,541     |  
|Restricted long-term deposits                                                                                                                                                    |  |                   | 48,217     |   |                    |   | 57,101     |  
|Goodwill, net                                                                                                                                                                    |  |                   | 175,699    |   |                    |   | 175,539    |  
|Other intangible assets, net                                                                                                                                                     |  |                   | 17,428     |   |                    |   | 19,246     |  
|Other assets                                                                                                                                                                     |  |                   | 22,901     |   |                    |   | 22,264     |  
|                                                                                                                                                                                 |  |                   |            |   |                    |   |            |  
|                                                                                                                                                                                 |  | $                 | 654,345    |   |                    | $ | 665,744    |  
|                                                                                                                                                                                 |  |                   |            |   |                    |   |            |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                             |  |                   |            |   |                    |   |            |  
|Current liabilities:                                                                                                                                                             |  |                   |            |   |                    |   |            |  
|Current portion of long-term debt                                                                                                                                                |  | $                 | 3,297      |   |                    | $ | 3,175      |  
|Current portion of deferred gain                                                                                                                                                 |  |                   | 3,522      |   |                    |   | 3,522      |  
|Current portion of accrued restructuring                                                                                                                                         |  |                   | 10,456     |   |                    |   | 17,290     |  
|Accounts payable                                                                                                                                                                 |  |                   | 7,513      |   |                    |   | 11,553     |  
|Accrued expenses and other current liabilities                                                                                                                                   |  |                   | 25,840     |   |                    |   | 22,936     |  
|Income taxes payable                                                                                                                                                             |  |                   | 2,365      |   |                    |   | 1,913      |  
|                                                                                                                                                                                 |  |                   |            |   |                    |   |            |  
|Total current liabilities                                                                                                                                                        |  |                   | 52,993     |   |                    |   | 60,389     |  
|                                                                                                                                                                                 |  |                   |            |   |                    |   |            |  
|Long-term accrued restructuring                                                                                                                                                  |  |                   | 8,837      |   |                    |   | 10,633     |  
|Deferred gain on derivative instrument                                                                                                                                           |  |                   | 4,927      |   |                    |   | 5,808      |  
|Long-term debt                                                                                                                                                                   |  |                   | 1,070      |   |                    |   | 1,847      |  
|Other long-term liabilities                                                                                                                                                      |  |                   | 1,712      |   |                    |   | 4,237      |  
|Convertible subordinated debt, including premium of $1,149 and $587 at December 31, 2003 and September 30, 2003, respectively                                                    |  |                   | 196,294    |   |                    |   | 195,732    |  
|Minority interest                                                                                                                                                                |  |                   | 1,663      |   |                    |   | 1,590      |  
|Shareholders equity:                                                                                                                                                            |  |                   |            |   |                    |   |            |  
|Common stock, $.01 par value. Authorized 500,000,000 shares; issued and outstanding 214,132,896 and 212,870,231 shares on December 31, 2003
and September 30, 2003, respectively |  |                   | 2,155      |   |                    |   | 2,141      |  
|Additional paid-in capital                                                                                                                                                       |  |                   | 1,446,088  |   |                    |   | 1,443,373  |  
|Deferred compensation                                                                                                                                                            |  |                   | (14,875    | ) |                    |   | (21,440    | )
|Accumulated other comprehensive income (loss)                                                                                                                                    |  |                   | (1         | ) |                    |   | 2          |  
|Accumulated deficit                                                                                                                                                              |  |                   | (1,046,518 | ) |                    |   | (1,038,568 | )
|                                                                                                                                                                                 |  |                   |            |   |                    |   |            |  
|Total shareholders equity                                                                                                                                                       |  |                   | 386,849    |   |                    |   | 385,508    |  
|                                                                                                                                                                                 |  |                   |            |   |                    |   |            |  
|                                                                                                                                                                                 |  | $                 | 654,345    |   |                    | $ | 665,744    |  
|                                                                                                                                                                                 |  |                   |            |   |                    |   |            |  



See accompanying Notes
to Unaudited Condensed Consolidated Financial Statements.



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VITESSE SEMICONDUCTOR CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)



|                                                                              |  |                    |         |   |                   |   |         |  
|----------------------------------------------------------------------------- |  | ------------------ | ------- | - | ----------------- | - | ------- | -
|                                                                              |  | Three Months Ended |        
|                                                                              |  | December 31, 2003  |         |   | December 31, 2002 |  
|Revenues                                                                      |  | $                  | 50,312  |   |                   | $ | 35,710  |  
|Costs and expenses:                                                           |  |                    |         |   |                   |   |         |  
|Cost of revenues                                                              |  |                    | 17,869  |   |                   |   | 16,176  |  
|Engineering, research and development                                         |  |                    | 25,721  |   |                   |   | 26,158  |  
|Selling, general and administrative                                           |  |                    | 12,257  |   |                   |   | 13,993  |  
|Restructuring charge                                                          |  |                    | 86      |   |                   |   |        |  
|Amortization of intangible assets                                             |  |                    | 1,818   |   |                   |   | 881     |  
|                                                                              |  |                    |         |   |                   |   |         |  
|Total costs and expenses                                                      |  |                    | 57,751  |   |                   |   | 57,208  |  
|Loss from continuing operations, before other income (expense) & income taxes |  |                    | (7,439  | ) |                   |   | (21,498 | )
|                                                                              |  |                    |         |   |                   |   |         |  
|Interest income                                                               |  |                    | 807     |   |                   |   | 1,401   |  
|Interest expense                                                              |  |                    | (2,108  | ) |                   |   | (1,885  | )
|Gain on extinguishment of debt                                                |  |                    |        |   |                   |   | 16,550  |  
|Other income                                                                  |  |                    | 1,140   |   |                   |   | 1,183   |  
|                                                                              |  |                    |         |   |                   |   |         |  
|Other income (expense), net                                                   |  |                    | (161    | ) |                   |   | 17,249  |  
|                                                                              |  |                    |         |   |                   |   |         |  
|Loss from continuing operations, before income taxes                          |  |                    | (7,600  | ) |                   |   | (4,249  | )
|Income tax expense                                                            |  |                    | 350     |   |                   |   |        |  
|                                                                              |  |                    |         |   |                   |   |         |  
|Loss from continuing operations                                               |  |                    | (7,950  | ) |                   |   | (4,249  | )
|Loss from discontinued operations                                             |  |                    |        |   |                   |   | (6,800  | )
|                                                                              |  |                    |         |   |                   |   |         |  
|Net loss                                                                      |  | $                  | (7,950  | ) |                   | $ | (11,049 | )
|                                                                              |  |                    |         |   |                   |   |         |  
|Net loss per share  basic and diluted:                                       |  |                    |         |   |                   |   |         |  
|Continuing operations  basic and diluted                                     |  | $                  | (0.04   | ) |                   | $ | (0.02   | )
|Discontinued operations  basic and diluted                                   |  |                    |        |   |                   |   | (0.04   | )
|                                                                              |  |                    |         |   |                   |   |         |  
|Net loss per share  basic and diluted:                                       |  |                    | (0.04   | ) |                   |   | (0.06   | )
|                                                                              |  |                    |         |   |                   |   |         |  
|Shares used in per share computations:                                        |  |                    |         |   |                   |   |         |  
|Basic and diluted                                                             |  |                    | 213,563 |   |                   |   | 200,250 |  



See accompanying Notes
to Unaudited Condensed Consolidated Financial Statements.



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VITESSE SEMICONDUCTOR CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

UNAUDITED

(in thousands)



|                                                                                  |  |                    |          |   |                   |   |          |  
|--------------------------------------------------------------------------------- |  | ------------------ | -------- | - | ----------------- | - | -------- | -
|                                                                                  |  | Three Months Ended |         
|                                                                                  |  | December 31, 2003  |          |   | December 31, 2002 |  
|Cash flows from operating activities:                                             |  |                    |          |   |                   |   |          |  
|Net loss from continuing operations                                               |  | $                  | (7,950   | ) |                   | $ | (4,249   | )
|Adjustments to reconcile net loss to net cash used in operating activities:       |  |                    |          |   |                   |   |          |  
|Depreciation and amortization                                                     |  |                    | 9,739    |   |                   |   | 8,127    |  
|Amortization of debt issue costs                                                  |  |                    | 278      |   |                   |   | 285      |  
|Amortization of deferred compensation                                             |  |                    | 5,684    |   |                   |   | 5,547    |  
|Other compensation expense                                                        |  |                    | 387      |   |                   |   |         |  
|Gain on extinguishment of debt                                                    |  |                    |         |   |                   |   | (16,550  | )
|Gain on derivative instruments                                                    |  |                    | (901     | ) |                   |   | (868     | )
|Change in assets and liabilities:                                                 |  |                    |          |   |                   |   |          |  
|(Increase) decrease in:                                                           |  |                    |          |   |                   |   |          |  
|Accounts receivable, net                                                          |  |                    | (1,449   | ) |                   |   | 2,158    |  
|Inventories, net                                                                  |  |                    | (3,127   | ) |                   |   | (680     | )
|Prepaid expenses and other current assets                                         |  |                    | (1,920   | ) |                   |   | (82      | )
|Other assets                                                                      |  |                    | (333     | ) |                   |   | 623      |  
|Increase (decrease) in:                                                           |  |                    |          |   |                   |   |          |  
|Accounts payable                                                                  |  |                    | (4,040   | ) |                   |   | (4,424   | )
|Accrued expenses and other current liabilities                                    |  |                    | 2,744    |   |                   |   | 1,354    |  
|Accrued restructuring                                                             |  |                    | (2,818   | ) |                   |   | (2,263   | )
|Income taxes payable                                                              |  |                    | 452      |   |                   |   |         |  
|                                                                                  |  |                    |          |   |                   |   |          |  
|Net cash used in operating activities                                             |  |                    | (3,254   | ) |                   |   | (11,022  | )
|                                                                                  |  |                    |          |   |                   |   |          |  
|Cash flows from investing activities:                                             |  |                    |          |   |                   |   |          |  
|Purchases of investments                                                          |  |                    | (146,674 | ) |                   |   | (192,392 | )
|Proceeds from sale of investments                                                 |  |                    | 154,825  |   |                   |   | 180,423  |  
|Capital expenditures                                                              |  |                    | (4,460   | ) |                   |   | (317     | )
|Restricted long-term deposits                                                     |  |                    |         |   |                   |   | 256      |  
|Additional payment for business acquisition                                       |  |                    | (600     | ) |                   |   |         |  
|                                                                                  |  |                    |          |   |                   |   |          |  
|Net cash provided by (used) in investing activities                               |  |                    | 3,091    |   |                   |   | (12,030  | )
|                                                                                  |  |                    |          |   |                   |   |          |  
|Cash flows from financing activities:                                             |  |                    |          |   |                   |   |          |  
|Repurchase of convertible subordinated debt                                       |  |                    |         |   |                   |   | (51,052  | )
|Principal payments under long-term debt                                           |  |                    | (655     | ) |                   |   |         |  
|Capital contributions by minority interest limited partners                       |  |                    | 141      |   |                   |   |         |  
|Distribution to Venture Fund partners from sale of investments                    |  |                    | (68      | ) |                   |   |         |  
|Proceeds from issuance of common stock, net                                       |  |                    | 1,298    |   |                   |   | 154      |  
|                                                                                  |  |                    |          |   |                   |   |          |  
|Net cash provided by (used) in financing activities                               |  |                    | 716      |   |                   |   | (50,898  | )
|                                                                                  |  |                    |          |   |                   |   |          |  
|Increase (decrease) in cash and cash equivalents                                  |  |                    | 553      |   |                   |   | (73,950  | )
|Cash used in discontinued operations                                              |  |                    |         |   |                   |   | (1,978   | )
|                                                                                  |  |                    |          |   |                   |   |          |  
|Net increase (decrease) in cash and cash equivalents                              |  |                    | 553      |   |                   |   | (75,928  | )
|Cash and cash equivalents at beginning of period                                  |  |                    | 48,119   |   |                   |   | 109,968  |  
|                                                                                  |  |                    |          |   |                   |   |          |  
|Cash and cash equivalents at end of period                                        |  | $                  | 48,672   |   |                   | $ | 34,040   |  
|                                                                                  |  |                    |          |   |                   |   |          |  
|                                                                                  |  |                   
|Supplemental disclosures of cash flow information:                                |  |                    |          |   |                   |   |          |  
|Cash paid during the period for:                                                  |  |                    |          |   |                   |   |          |  
|Interest                                                                          |  | $                  | 132      |   |                   | $ | 15       |  
|                                                                                  |  |                    |          |   |                   |   |          |  
|Income taxes                                                                      |  | $                  | 80       |   |                   | $ | 15       |  
|                                                                                  |  |                    |          |   |                   |   |          |  
|Supplemental disclosures of non-cash transactions:                                |  |                    |          |   |                   |   |          |  
|Acquisition of equipment under operating leases                                   |  | $                  | 3,072    |   |                   | $ | 27,500   |  
|Issuance of stock in business acquisition                                         |  | $                  | 2,080    |   |                   | $ |         |  
|Minority interest limited partners share of impaired other long-term investments |  | $                  | 23       |   |                   | $ |         |  
|Additional liabilities assumed in business acquisition                            |  | $                  | 160      |   |                   | $ |         |  



See accompanying Notes
to Unaudited Condensed Consolidated Financial Statements.



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VITESSE SEMICONDUCTOR CORPORATION



NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Note 1. Basis of Presentation and Significant Accounting Policies



The accompanying condensed consolidated financial statements are unaudited and include the accounts of Vitesse Semiconductor Corporation and its subsidiaries (the Company). All intercompany accounts and
transactions have been eliminated. In managements opinion, all adjustments (consisting only of normal recurring accruals) which are necessary for a fair presentation of financial condition and results of operations are reflected in the
attached interim financial statements. This report should be read in conjunction with the audited financial statements presented in the 2003 Annual Report on Form 10-K. Footnotes and other disclosures which would substantially duplicate the
disclosures in the Companys audited financial statements for fiscal year 2003 contained in the Annual Report have been omitted. The interim financial information herein is not necessarily representative of the results to be expected for any
subsequent period.



Cash Equivalents and Investments



The Company considers all highly liquid investments with
original maturities of three months or less to be cash equivalents. Investments with maturities over three months and up to one year are considered short-term investments and investments with maturities over one year are considered long-term
investments. Cash equivalents and investments are principally comprised of money market accounts, commercial paper rated A-1/P-1 and obligations of the U.S. government and its agencies. The Company classifies its securities included under
investments as available-for-sale or held-to-maturity at the time of purchase and re-evaluates such designation as of each balance sheet date. Investments classified as held-to-maturity securities are recorded at amortized cost, adjusted for the
amortization or accretion of premiums or discounts. All maturities of debt securities classified as held-to-maturity are within three years. Marketable securities not classified as held-to-maturity are classified as available-for-sale and reported
at fair value. Unrealized gains and losses on these investments, net of any related tax effect, are included in equity as a separate component of shareholders equity. As of December 31, 2003 and September 30, 2003, all investments were
classified as available-for-sale.



Derivative Instruments
and Hedging Activities



The Company utilizes interest rate
swap agreements to manage interest rate exposures in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133),and SFAS No. 138, Accounting for Certain Derivative Instruments
and Certain Hedging Activitiesan Amendment of SFAS No. 133. As of December 31, 2003, the Company had one such interest rate swap agreement outstanding and had designated it as a fair-value hedge. Accordingly, the changes in fair value of
the derivative and the underlying hedged item are recognized concurrently in earnings. Gains realized on the termination of interest rate swap agreements are being recognized in earnings over the remaining term of the respective long-term debt.



Computation of Net Loss per Share



Stock options and other convertible securities exercisable for 48,428,693
and 51,019,489, shares that were outstanding as of December 31, 2003 and 2002, respectively, were not included in the computation of diluted net loss per share, as the effect of their inclusion would be antidilutive. The antidilutive common stock
equivalents consist of employee stock options, convertible subordinated debentures that are convertible into the Companys common stock at a conversion price of $112.19, and consideration for a business acquisition that is payable in stock or
cash at the Companys option.



Accounting for Stock
Options



In December 2002, the FASB issued SFAS No. 148,
Accounting for Stock Based CompensationTransition and Disclosure(SFAS 148). SFAS No. 148 amends SFAS No. 123, Accounting for Stock-Based Compensation(SFAS 123), to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and
interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results.



The Company applies the intrinsic-value-based method of accounting prescribed by Accounting Principles Board (APB) Opinion No. 25,
Accounting for Stock Issued to Employees, and related interpretations including FASB Interpretation No. 44, Accounting for Certain Transactions involving Stock Compensation, an interpretation of APB Opinion No. 25, issued in March
2000, to account for its stock-based awards for employees. For options granted to employees, compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. SFAS No. 123
established accounting and disclosure requirements using a fair-value-based method of accounting for stock-based employee compensation plans. As allowed by SFAS No. 123, the Company has elected to continue to apply the intrinsic-value-based method
of accounting described above, and has adopted only the disclosure requirements of SFAS No. 123.



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The following tables illustrates the effect on net loss if the fair-value based method had been applied
to all outstanding and unvested awards in each period (in thousands, except per share amounts):



|                                                                                                           |  |               |         |   |               |   |         |  
|---------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ------------- | - | ------- | -
|                                                                                                           |  | Dec. 31, 2003 |         |   | Dec. 31, 2002 |  
|Net loss as reported                                                                                       |  | $             | (7,950  | ) |               | $ | (11,049 | )
|Add: Stock-based employee compensation expense included in reported net loss                               |  |               | 5,684   |   |               |   | 6,362   |  
|Deduct: Stock-based employee compensation expense determined under fair value based methods for all awards |  |               | (12,155 | ) |               |   | (17,533 | )
|Adjusted net loss                                                                                          |  | $             | (14,421 | ) |               | $ | (22,220 | )
|Net loss per share as reportedbasic and diluted                                                           |  |               | (0.04   | ) |               | $ | (0.06   | )
|Adjusted net loss per sharebasic and diluted                                                              |  | $             | (0.07   | ) |               | $ | (0.11   | )



The Company has an
employee stock purchase plan for all eligible employees. During fiscal 2002, the shareholders approved an amendment to the plan to increase the number of shares reserved for issuance under the plan from 7.5 million shares to 13.0 million shares of
common stock, and to change the length of the offering periods from six months to twenty-four months. Under the plan, employees may purchase shares of the Companys common stock at six-month intervals at 85% of the lower of the fair market
value at the beginning of the twenty-four month offering period and end of the six-month purchase interval. Employees purchase such stock using payroll deductions and annual contributions which may not exceed 20% of their compensation, including
commissions and overtime, but excluding bonuses.



On January
26, 2004, the shareholders approved an amendment to the plan to increase the number of shares reserved for issuance under the plan from 13.0 million shares to 21.5 million shares of common stock. Without the approved amendment, the Company would not
have had sufficient shares available to fulfill the six month purchase interval ending January 31, 2004 in which case the Company would have allocated the remaining shares reserved for issuance on a pro rata basis under the terms of the plan. The
portion of the shares approved which were used to fulfill the January 31, 2004 six month purchase interval of 317,389 shares are considered compensatory and will be recorded under the variable method of accounting in accordance with EITF 97-12,
Accounting for Increased Share Authorizations in an IRS Section 423 Employee Stock Purchase Plan under APB Opinion No. 25, as the stock price on January 26, 2004 did not meet the market discount criterion under APB Opinion No. 25. Accordingly
during the quarter ending March 31, 2004, the Company will record stock-based employee compensation expense of $2.0 million related to the six-month interval ending January 31, 2004. At January 26, 2004, the Company had two overlapping twenty four
month offering periods with purchase prices of $1.76 and $5.48, which expire on January 31, 2005 and July 31, 2005, respectively. The shares used to fulfill the future six month purchase intervals under these offering periods will also be accounted
for under the variable method of accounting with corresponding stock-based compensation expense recorded for the difference between the fair value of the stock at the end of the six month purchase interval and the offering period purchase prices of
$1.76 and $5.48. During the quarter ending March 31, 2004 the Company estimates it will record stock-based compensation expense of $10.4 million related to the future six-month purchase intervals under these offering periods. The corresponding
stock-based compensation expense will be recorded in accordance with FASB Interpretation No. 28, Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award Plans.



Reclassifications



Where necessary, prior periods information has been reclassified to
conform to the current period condensed consolidated financial statement presentation.



Note 2. Restructuring Costs



Restructuring
Cost



Due to the prolonged downturn in the industries in
which the Company operates, the Company announced various restructuring plans between the quarters ended June 2001 and June 2003. One such plan resulted in a charge during the quarter ended December 31, 2003. During the quarter ended June 30, 2003
the Company implemented a restructuring plan that included the closure of the 6-inch Gallium Arsenide (GaAs) wafer fabrication facility in Colorado Springs, Colorado. This restructuring plan included the termination of the manufacturing
workforce associated with that facility, the write-down of certain manufacturing assets that were deemed to be impaired and the write-off of related prepaid maintenance for non-transferable maintenance contracts, as well as the write-down of the
Colorado Springs facility. Additional restructuring costs of $0.1 million were recognized in the quarter ended December 31, 2003 related to additional severance expense.



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##### Table of Contents

A combined summary of the restructuring programs is as follows (in thousands):



|                              |  |                     |       |   |                   |   |       |                           |  |   |        |   |  |   |        |  
|----------------------------- |  | ------------------- | ----- | - | ----------------- | - | ----- | ------------------------- |  | - | ------ | - |  | - | ------ | -
|                              |  | Workforce Reduction |       |   | Excess Facilities |   |       | Contract Settlement Costs |  |   | Total  |  
|Balance at September 30, 2003 |  | $                   | 1,351 |   |                   | $ | 5,932 |                           |  | $ | 20,640 |   |  | $ | 27,923 |  
|Charged to expense            |  |                     | 86    |   |                   |   |      |                           |  |   |       |   |  |   | 86     |  
|Non cash amounts              |  |                     |      |   |                   |   |      |                           |  |   |       |   |  |   |       |  
|Cash payments                 |  |                     | (254  | ) |                   |   | (929  | )                         |  |   | (7,533 | ) |  |   | (8,716 | )
|                              |  |                     |       |   |                   |   |       |                           |  |   |        |   |  |   |        |  
|Balance at December 31, 2003  |  | $                   | 1,183 |   |                   | $ | 5,003 |                           |  | $ | 13,107 |   |  | $ | 19,293 |  
|                              |  |                     |       |   |                   |   |       |                           |  |   |        |   |  |   |        |  



Workforce reduction
included the cost of severance and related benefits of employees affected by the restructuring plans. The workforce charge for the quarter ended December 31, 2003 was determined based on SFAS No. 112.



Note 3. Discontinued Operations



In the third quarter of fiscal 2003, the Company decided to discontinue its
line of optical module products due to continued depressed levels of demand for these products. In the fourth quarter of fiscal 2003, the Company entered into an agreement to sell certain assets of it optical module business to Avanex Corporation.
The Companys condensed consolidated statement of operations for the three months ended December 31, 2002, have been adjusted to reflect the operations of the optical module business as discontinued operations in accordance with SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS No. 144). The loss from operations of discontinued operations was $6.8 million, which includes stock-based compensation of $0.8 million in the three months ended
December 31, 2002.



Note 4. Goodwill and Other Intangible Assets



The following table presents detail of the Companys
goodwill (in thousands):



|                                                       |  |   |        
|------------------------------------------------------ |  | - | -------
|Balance as of September 30, 2003                       |  | $ | 175,539
|Additional liabilities assumed in business acquisition |  |   | 160    
|                                                       |  |   |        
|Balance as of December 31, 2003                        |  | $ | 175,699
|                                                       |  |   |        



The following table
presents details of the Companys total other intangible assets (in thousands):



|                         |  |                       |        |                          |   |         |             |  |   |       
|------------------------ |  | --------------------- | ------ | ------------------------ | - | ------- | ----------- |  | - | ------
|                         |  | Gross Carrying Amount |        | Accumulated Amortization |   |         | Net Balance
|December 31, 2003        |  |                       |        |                          |   |         |             |  |   |       
|Customer relationships   |  | $                     | 3,313  |                          | $ | (1,224  | )           |  | $ | 2,089 
|Technology               |  |                       | 23,465 |                          |   | (8,381  | )           |  |   | 15,084
|Covenants not to compete |  |                       | 4,000  |                          |   | (3,745  | )           |  |   | 255   
|                         |  |                       |        |                          |   |         |             |  |   |       
|Total                    |  | $                     | 30,778 |                          | $ | (13,350 | )           |  | $ | 17,428
|                         |  |                       |        |                          |   |         |             |  |   |       
|September 30, 2003       |  |                       |        |                          |   |         |             |  |   |       
|Customer relationships   |  | $                     | 3,313  |                          | $ | (1,036  | )           |  | $ | 2,277 
|Technology               |  |                       | 23,465 |                          |   | (7,084  | )           |  |   | 16,381
|Covenants not to compete |  |                       | 4,000  |                          |   | (3,412  | )           |  |   | 588   
|                         |  |                       |        |                          |   |         |             |  |   |       
|Total                    |  | $                     | 30,778 |                          | $ | (11,532 | )           |  | $ | 19,246
|                         |  |                       |        |                          |   |         |             |  |   |       



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The estimated future amortization expense of other intangible assets is as follows (in thousands):



|            |  |        |       
|----------- |  | ------ | ------
|Fiscal year |  | Amount
|2004        |  | $      | 4,707 
|2005        |  |        | 5,773 
|2006        |  |        | 4,392 
|2007        |  |        | 2,329 
|2008        |  |        | 227   
|Thereafter  |  |        |      
|            |  |        |       
|Total       |  | $      | 17,428



The Company is
required to perform goodwill impairment tests on an annual basis and between annual tests in certain circumstances. As of December 31, 2003, there was no impairment of goodwill. Future goodwill impairment tests may result in charges to earnings.



Note 5. Inventories, net



Inventories consist of the following (in thousands):



|                                   |  |               |        |                |   |       
|---------------------------------- |  | ------------- | ------ | -------------- | - | ------
|                                   |  | Dec. 31, 2003 |        | Sept. 30, 2003
|Raw materials                      |  | $             | 561    |                | $ | 468   
|Work in process and finished goods |  |               | 27,417 |                |   | 24,383
|                                   |  |               |        |                |   |       
|                                   |  | $             | 27,978 |                | $ | 24,851
|                                   |  |               |        |                |   |       



Note 6. Derivative Instruments and
Hedging Activities



In the first quarter of fiscal 2004,
an interest-rate related derivative instrument was in effect to manage the Companys exposure on its debt instruments. The Company does not enter into derivative instruments for trading or speculative purposes.



By using derivative financial instruments to hedge exposures to changes in
interest rates, the Company exposes itself to credit risk and market risk. Credit risk is the risk of the counter-party failing to perform under the terms of the derivative contract when the contracts value is in the Companys favor. The
Company minimizes the credit risk in derivative instruments by entering into transactions with high-quality counterparties.



Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates. The market risk associated with the
interest rate contract is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.



The Company assesses interest rate risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected
future cash flows and by evaluating hedging opportunities. The Company maintains risk management control systems to monitor interest rate risk attributable to both the Companys outstanding or forecasted debt obligations as well as the
Companys offsetting hedge positions. The risk management control systems involve the use of analytical techniques, including cash flow sensitivity analysis, to estimate the expected impact of changes in interest rates on the Companys
debt.



The Company uses fixed debt to finance its operations.
The debt obligation exposes the Company to variability in the fair value of debt due to changes in interest rates. Management believes it is prudent to limit the variability. To meet this objective, management entered into interest rate swap
agreements during fiscal 2002 and 2003 to manage fluctuations in debt resulting from interest rate risk and designated these agreements as hedging instruments in a fair value hedging relationship under SFAS No. 133. These swaps changed the
fixed-rate exposure on the debt to variable. Under the terms of the interest rate swaps, the Company receives fixed interest rate payments and makes variable interest rate payments, thereby managing the value of debt.



Changes in the fair value of the interest rate swaps designated as hedging
instruments that effectively offset the fair value variability associated with fixed-rate, long-term debt are reported in interest expense as a yield adjustment of the hedged debt.



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Interest expense for the three months ended December 31, 2003 and 2002 includes de minimus amounts of net
losses representing fair value hedge ineffectiveness arising from slight differences between the fair value change in the interest rate swaps and the change in fair value of the hedged debt obligation.



Since fiscal 2002, the Company has recorded deferred gains totaling $12.4
million as a result of the termination of certain interest rate swap agreements. These gains are amortized over the respective remaining term of the convertible subordinated debentures due March 2005. In each of the quarters ended December 31, 2003
and 2002, the Company recognized gains of $0.9 million.



As of
December 31, 2003, the Company has one fixed to variable interest rate swap agreement with a notional value of approximately $195.0 million. The interest rate swap agreement was entered into on July 8, 2003 and expires on March 15, 2005. The swap
has been designated as a fair value hedge.



Note 7. Significant Customers,
Concentration of Credit Risk and Segment Information



In
the first quarter of fiscal 2004, one customer, EMC Corporation, accounted for greater than 10% of total revenues. In the first quarter of fiscal 2003, two customers accounted for 13% and 12% of total revenues, respectively.



The Company generally sells its products to customers engaged in the design
and/or manufacture of communications and storage products. Substantially all the Companys trade accounts receivable are due from such sources.



The Company has one reportable operating segment as defined by SFAS No. 131, Disclosure about Segments of an Enterprise and Related Information.
Substantially all long-lived assets are located in the United States.



Revenues from storage products were $23.7 million and $18.6 million in the first quarters of fiscal 2004 and 2003, respectively. Revenues from enterprise products were $10.1 million and $8.5 million in the first quarters of fiscal 2004 and
2003, respectively. Revenues from products targeting the metro market were $9.3 million in the first quarter of fiscal 2004 and $4.1 million in the first quarter of fiscal 2003. Revenues from legacy products were $7.2 million in the first quarter of
fiscal 2004 and $4.5 million in the first quarter of fiscal 2003.



Revenues within the United States accounted for 50% and 77% of total revenues in the first quarters of fiscal 2004 and 2003, respectively.



Note 8. Subsequent Event



On February 3, 2004, the Company acquired all of the equity interests of Cicada Semiconductor Corporation (Cicada) in exchange for $65.5
million in cash.



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##### Table of Contents

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



The information set forth in Managements Discussion and Analysis of Financial Condition and Results of Operations below includes
forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), in particular, in Results of OperationsRevenues, Cost of
Revenues, Interest Income and Interest Expense, Other Income, Liquidity and Capital Resources, and Impact of Recent Accounting Pronouncements, and is subject to the safe harbor
created by that section. Factors that management believes could cause results to differ materially from those projected in the forward looking statements are set forth below in Managements Discussion and Analysis of Financial Condition
and Results of Operations and Factors That May Affect Future Operating Results.



Overview



We are a
leading supplier of high-performance integrated circuits, principally targeted at systems manufacturers in the communications and storage industries. Within the communications industry, our products address the enterprise, metro and core segments of
the communications network, where they enable data to be transmitted at high speeds and to be processed and switched under a variety of protocols. In the storage industry our products enable storage devices to be networked efficiently. Our customers
include leading communications and storage original equipment manufacturers (OEMs) such as Alcatel, Cisco, EMC, Fujitsu, Hewlett Packard, Huawei, IBM, LSI Logic, Lucent, McData, Nortel, Siemens, Sun Microsystems, and Tellabs.



Over the past few years, the proliferation of the Internet and the rapid
growth in volume of data being sent over local and wide area networks placed a tremendous strain on the communications infrastructure. The resulting demand for increased bandwidth created a need for both faster as well as more expansive networks.
There has also been a growing trend by systems companies towards the outsourcing of integrated circuit (IC) design and manufacture to suppliers such as Vitesse. Additionally, due to increasing needs for moving, managing and storing
mission-critical data, the market for storage equipment has been growing significantly.



In the late 1990s and 2000, perceptions of exponential projected growth in network traffic accelerated the build-out of the communications infrastructure, leading to a significant increase in capital spending on
communications and networking equipment. During this period, our customers began increasing orders for our products in anticipation of continued growth in demand for their products. At the end of fiscal 2000, however, business conditions changed
suddenly. As credit tightened and the economy slipped into a recession, many carriers and service providers, faced with financial hardship, scaled back or, in some cases, ceased their operations. Additionally, as it became evident that the
communications infrastructure had been built out in excess of true end-user demand, capital spending on networking equipment across the industry dropped sharply, and our customers began consuming a portion of excess inventories of our components
that they had accumulated in previous years rather than placing new orders with us. As part of this widespread market downturn, we experienced a significant decline in sales. In response to these conditions, we implemented various restructuring
plans during fiscal 2001, 2002 and 2003. These restructuring plans, which included the sale of our optical module business, the closure of our Colorado Springs wafer fabrication facility (fab) and other facilities, the termination of
employees, cancellation of certain development projects and the write-down of certain assets, have significantly lowered our operating costs going forward. As a result of these cost reduction efforts, our operating costs in the first quarter of
fiscal 2004 were approximately $2.5 million lower than in the fourth quarter of fiscal 2003.



Within the last year we have begun to see improvement in business conditions for our products, and our revenues increased from $35.7 million in the first quarter of fiscal 2003 to $50.3 million in the first quarter of
fiscal 2004. Much of this improvement came from continued growth in the storage business and increased demand for next-generation SONET equipment in the metro area. Additionally, many of our products that were introduced within the last two years
and that were designed into various customer applications during that period began moving into volume production.



We believe that the long-term prospects for the global communications and storage markets in which we participate remain strong for the following reasons:



| |  | Growing demand for bandwidth as a result of increased Internet usage and new data-intensive applications, which will spur demand for high-performance communications ICs;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Continuing, unabated demand for capacity to store increasing amounts of data ;
| | - | ------------------------------------------------------------------------------



| |  | The need by carriers to upgrade their networks in order to offer additional services to their customers; and
| | - | ------------------------------------------------------------------------------------------------------------



| |  | Continued outsourcing by OEMs of IC design and manufacturing to semiconductor companies such as Vitesse.
| | - | --------------------------------------------------------------------------------------------------------



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##### Table of Contents

Significant Events



Acquisitions



In February 2004, we completed our acquisition of all of the equity interests of Cicada in exchange for $65.5 million in cash. In connection with this
acquisition, we expect to record certain acquisition related charges. We expect the Cicada products will contribute approximately $10.0 million in revenues in calendar 2004, with the majority to be recognized in the second half of the year. We
further expect that our operating costs for the second quarter of fiscal 2004 will increase by approximately $1.5 million as a result of this transaction.



Results of Operations



Revenues



Revenues in the first quarter of fiscal 2004 were $50.3 million, an increase of 40.9% from the $35.7 million recorded in the first quarter of fiscal 2003.



Revenues from storage and enterprise products were $23.7
million and $10.1 million, respectively, in the first quarter of fiscal 2004, compared with $18.6 million and $8.5 million, respectively, in the first quarter of fiscal 2003. The increase in revenues in the first quarter of fiscal 2004 from these
products is due to our continuing emphasis on these markets through the introduction of new products and enhanced marketing efforts. Additionally, due to the continuing need for networked storage solutions and an overall increase in capital spending
at the enterprise level, we have seen orders from customers in this space increase sequentially over the past two years.



Revenues from products targeting the metro market were $9.3 million in the first quarter of fiscal 2004 compared to $4.1 million in the first quarter of
fiscal 2003. The increase in metro revenues was due to growing demand for next-generation SONET equipment that is being deployed by carriers in the metro market in an effort to offer improved and augmented services to their end customers.



Revenues from our legacy products, which include long-haul
telecommunications products and ASICs for a variety of other markets increased to $7.2 million in the first quarter of fiscal 2004 from $4.5 million in the first quarter of fiscal 2003. This increase was primarily due to the addition of certain
products from the Multilink Technology Corporation (Multilink) acquisition as well as a few last time buy orders we received from customers in connection with the termination of our GaAs manufacturing operations. We do not
anticipate revenues from these products to grow significantly during fiscal 2004, as we do not believe that capital spending for long-haul communications equipment will increase for the next few years.



It is customary for product prices in the semiconductor industry to decline
over time. Most of these price decreases are negotiated in advance and are usually based on increased volumes or the passage of time. In the first quarters of fiscal 2004 and 2003, respectively, we did not experience abnormal price decreases for the
majority of our products.



Since fiscal 2001, many of our
customers have restructured operations, cut product development efforts, reduced excess component inventories and divested parts of their operations as a result of their clients fluctuating capital expenditure levels. We believe that even
though the business environment of the markets in which we participate has shown modest signs of improvement, our revenues may be volatile for the remainder of fiscal 2004 as a result of fluctuating customer demand forecasts and inventory levels.



Cost of Revenues



Our cost of revenues was $17.9 million in the first quarter of fiscal 2004
compared to $16.2 million in the first quarter of fiscal 2003. As a percentage of total revenues, cost of revenues was 35.5% in the first quarter of fiscal 2004 and 45.3% in the first quarter of fiscal 2003. The decrease in cost of revenues as a
percentage of total revenues in the first quarter of fiscal 2004 compared to the first quarter of fiscal 2003 was a result of increased revenues and our continued efforts to decrease fixed costs, including the closure of our internal GaAs fab. In
the future, cost of revenues as a percentage of revenues may fluctuate based primarily on the demand for our products and the relative mix of the products that we sell.



Engineering, Research and Development Costs



Engineering, research and development expenses were $25.7 million in the first quarter of fiscal 2004 compared to $26.2
million in the first quarter of fiscal 2003. As a percentage of total revenues, engineering, research and development expenses were 51.1% in the first quarter of fiscal 2004 and 73.3% in the first quarter of fiscal 2003. The decrease in these
expenses in both absolute dollars and as a percentage of revenues from the first quarter of fiscal 2003 was principally due to cost reductions from the restructuring plan implemented in fiscal 2003. Our engineering, research and development costs
are expensed as incurred.



Selling, General and
Administrative Expenses



Selling, general and
administrative expenses (SG&A) were $12.3 million in the first quarter of fiscal 2004, compared to $14.0 million in the first quarter of fiscal 2003. As a percentage of total revenues, SG&A expenses were 24.4% in the first
quarter of fiscal 2004, compared to 39.2% in the first quarter of fiscal 2003. The decrease in SG&A expenses in both absolute dollars and as a percentage of revenues from the prior period was primarily due to our continued efforts to streamline
our cost structure.



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Amortization of Intangible Assets



We elected to adopt SFAS No. 142 effective the beginning of fiscal 2002. In accordance with SFAS 142, we ceased amortizing
goodwill as of October 1, 2001. There was no transitional impairment of goodwill upon adoption of Statement 142.



Amortization of other intangible assets was $1.8 million in the first quarter of fiscal 2004, compared to $0.9 million in the first quarter of fiscal
2003. The increase in amortization expense is the result of an increase in other intangible assets acquired in our fiscal 2003 acquisitions, including Multilink and APT Technologies, Inc. (APT). This was partially offset by the sale of
our optical modules business in 2003, which enabled us to cease amortizing certain intangible assets.



Interest Income and Interest Expense



Interest income was $0.8 million in the first quarter of fiscal 2004 compared to $1.4 million in the first quarter of fiscal 2003. The decrease in
interest income of $0.6 million from the prior period was the result of lower cash balances and short-term and long-term investments held throughout the period as well as a significant decline in interest rates earned on our cash and investment
balances. The decrease in cash and investment balances was primarily the result of the repurchase of our convertible subordinated debentures in the quarters ended December 31, 2001, September 30, 2002 and December 31, 2002, as well as a fixed
operating cash outflow in a period of reduced revenues.



Interest expense was $2.1 million in the first quarter of fiscal 2004 compared to $1.9 million in the first quarter of fiscal 2003. The increase in interest expense of $0.2 million from the prior period was primarily the result of a
slightly higher floating rate on our interest rate swap agreement in effect since the fourth quarter of fiscal 2003 compared to the interest rate swap agreements in effect during the first quarter of fiscal 2003.



As a result of the interest rate swap agreements, our interest expense
depends in part on the floating rate in effect on these agreements and the extent to which the floating rate is higher or lower than the fixed rate of our convertible subordinated debentures. If the floating rate on our interest rate swap agreements
rises, our interest expense will be higher. Our interest expense could also decline to the extent that we repurchase any additional debentures. For additional information regarding the interest rate swap agreement, see Note 6 of the Notes to our
Unaudited Condensed Consolidated Financial Statements, Derivative Instruments and Hedging Activities.



Gain on Extinguishment of Debt



We did not record a gain on extinguishment of debt during the first quarter of fiscal 2004. During the first quarter of fiscal 2003, we purchased $68.6
million principal amount of our 4% convertible subordinated debentures due March 2005 at prevailing market prices, for an aggregate amount of approximately $51.1 million. As a result, in the first quarter of fiscal 2003 we recorded a gain on
extinguishment of debt of approximately $16.6 million, net of a proportion of deferred debt issuance costs of $1.0 million.



Other Income



Other income, which consists principally of the amortization of deferred gains related to the termination of our interest rate swap agreements in fiscal
2003 and 2002, was $1.1 million in the first quarter of fiscal 2004 and $1.2 million in the first quarter of fiscal 2003. We will continue to amortize these gains over the remaining life of the convertible subordinated debentures, which mature in
March 2005. For additional information regarding the interest rate swap agreement, see Note 6 of the Notes to our Unaudited Condensed Consolidated Financial Statements, Derivative Instruments and Hedging Activities.



Loss from Discontinued Operations



We did not record a loss from discontinued operations in the first quarter
of fiscal 2004. Loss from discontinued operations was $6.8 million in the first quarter of fiscal 2003, which was comprised of revenues of $2.5 million and a loss from operations of $9.3 million.



Income Tax Expense



For the first quarter of fiscal 2004, our total effective income tax rate
was 4.6%. For the first quarter of fiscal 2003, our total effective income tax rate was 0%. No deferred tax benefit was allocated to discontinued operations in the first quarter of fiscal 2003.



Liquidity and Capital Resources



At December 31, 2003, we had $227.0 million in cash, cash equivalents and
short-term investments, which we refer to as cash and investments. Cash and investments decreased by $7.6 million from $234.6 million as of September 30, 2003. This decrease was primarily due to the use of $3.3 million in operating activities and
$4.5 million in capital expenditures, offset by $1.3 million in proceeds from stock option exercises.



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Cash used in operating activities amounted to $3.3 million and consisted primarily of $48.9 million in
receipts from customers, offset by $52.0 million in payments to vendors and employees. Cash receipts from customers increased by $1.6 million from the prior quarter due to increased revenues. However, payments to vendors and employees increased by
approximately $6.4 million despite a $2.5 million decrease in total costs primarily due to (i) a $3.1 million purchase of wafer inventory from one of our foundries under a last time buy offer and (ii) $4.4 million in prepayment for insurance and
software maintenance contracts.



During the first quarter of
fiscal 2004 we invested approximately $4.5 million in capital equipment consisting primarily of $2.2 million in the buyout of a lease for certain test equipment and $2.3 million in the purchase of other equipment and tooling.



In the second quarter of fiscal 2004 we completed the acquisition of Cicada
Semiconductor Corporation for approximately $65.5 million in cash. As a result, we expect our cash and investments to decline by between $60.0 to $65.0 million in the second quarter of 2004. Thereafter, we anticipate that if our revenues were to
increase as forecasted, our cash and investment balance would also increase. We have an unused revolving line of credit with a bank in the amount of $25.0 million, which expires in March 2004, and is typically renewed on an annual basis. We believe
that our cash flow from operations and the revolving line of credit will be adequate to finance our planned growth, operating needs and debt payments for the next twelve months. If we are unable to generate sufficient growth from operations, we
believe that we can raise the necessary capital in the fixed income, equity or hybrid security markets.



Off-Balance Sheet Arrangements



We have entered into several agreements to lease equipment. All of these leases have initial terms of three to five years and options to renew for an additional one to three years. We have the option to purchase the equipment at the end of
each initial lease term, and at the end of each renewal period for the lessors original cost, which is not less than the fair market value at each option date. If we elect not to purchase the equipment at the end of each of the leases, we
would guarantee a residual value to the lessors equal to 80% to 84% of the lessors cost of the equipment equal to $60.3 million. As of December 31, 2003, the lessors had advanced a total of $12.1 million under these leases, and held $48.2
million as cash collateral, which amount is included in restricted long-term deposits.



Critical Accounting Policies and Estimates



The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of net revenue and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, including those related to our allowance for doubtful accounts and sales returns, inventory reserves,
goodwill and purchased intangible asset valuations, asset impairments and income taxes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.



We believe the following critical accounting policies, among others, affect the significant judgments and estimates we use
in the preparation of our consolidated financial statements:



Allowance for Doubtful Accounts, Sales Returns Reserve and Revenue Recognition



We evaluate the collectibility of our accounts receivable based on a combination of factors. At December 31, 2003, we maintained an allowance for doubtful
accounts and sales returns reserve of approximately 6.0% of gross accounts receivable. In circumstances where we are aware of a specific customers inability to meet its financial obligations to us, we record a specific allowance to reduce the
net receivable to the amount we reasonably believe will be collected. For all other customers, we record allowances for doubtful accounts based on the length of time the receivables are past due, the prevailing business environment and our
historical experience. If the financial condition of our customers were to deteriorate or if economic conditions were to worsen, additional allowances may be required in the future.



We recognize product revenue when persuasive evidence of an arrangement exists, the sales price is fixed, products are
shipped to customers, which is when title and risk of loss transfers to the customers, and collectibility is reasonably assured. Revenue from development contracts is recognized upon attainment of specific milestones established under the customer
contracts. Revenue from products deliverable under development contracts, including design tools and prototype products, is recognized upon delivery. We record a provision for estimated sales returns in the same period as the related revenues are
recorded. We base these estimates on historical sales returns and other known factors. Actual returns could be different from our estimates and current provisions for sales returns and allowances, resulting in future charges to earnings.



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At December 31, 2003, our allowance for doubtful accounts and sales returns was $2.3 million or 6.0% of
gross receivables, compared to $2.7 million or 7.2% of gross receivables as of September 30, 2003. The decrease in the reserve as a percentage of gross receivables from the comparable period in the prior year is the result of a write off of the
reserve for uncollectible receivables and an overall increase in receivables due to the increased sales.



Inventory Valuation



At each balance sheet date, we evaluate our ending inventories for excess quantities and obsolescence. This evaluation includes analyses of sales levels
by product and projections of future demand. If inventories on hand are in excess of forecasted demand, we provide appropriate reserves for such excess inventory. If we have previously recorded the value of such inventory determined to be in excess
of projected demand, or if we determine that inventory is obsolete, we write off these inventories in the period the determination is made. Due to our exit from the GaAs manufacturing process in connection with the closure of our Colorado Springs,
Colorado fab, we wrote off $6.8 million of excess and obsolete inventory in the quarter ended June 30, 2003. Remaining inventory balances are adjusted to approximate the lower of our standard manufacturing cost or market value. If future demand or
market conditions are less favorable than our projections, additional inventory write-downs may be required, and would be reflected in cost of revenues in the period the revision is made.



Valuation of Goodwill, Purchased Intangible Assets and Long-Lived Assets



We perform goodwill impairment tests on an annual basis and on an interim
basis if an event or circumstance indicates that it is more likely than not that impairment has occurred. We assess the impairment of other amortizable intangible assets and long-lived assets whenever events or changes in circumstances indicate that
the carrying value may not be recoverable. Factors we consider important that could trigger an impairment review include significant underperformance to historical or projected operating results, substantial changes in our business strategy and
significant negative industry or economic trends. If such indicators are present, we evaluate the fair value of the goodwill of our one reporting unit to its carrying value. For other intangible assets and long-lived assets we determine whether the
sum of the estimated undiscounted cash flows attributable to the assets in question is less than their carrying value. If less, we recognize an impairment loss based on the excess of the carrying amount of the assets over their respective fair
values. Fair value of goodwill is determined by using a valuation model based on an income and market approach. Fair value of other intangible assets and long-lived assets is determined by discounted future cash flows, appraisals or other methods.
If the long-lived asset determined to be impaired is to be held and used, we recognize an impairment charge to the extent the present value of anticipated net cash flows attributable to the asset are less than the assets carrying value. The
fair value of the long-lived asset then becomes the assets new carrying value, which we depreciate over the remaining estimated useful life of the asset. See Note 4, Goodwill and Other Intangible Assets, Note 3, Discontinued
Operations and Note 2, Restructuring Costs, of the Notes to our Unaudited Condensed Consolidated Financial Statements for additional information.



During the quarter ended June 30, 2003 we recorded a charge of $27.4 million for the write-down of certain manufacturing
equipment used in our Colorado Springs fab and prepaid maintenance contracts associated with that equipment, as well as $23.7 million for the write-down of the Colorado Springs land and building. To the extent we determine there are indicators of
impairment in future periods, additional write-downs may be required.



Accounting for Stock Based Compensation



We
account for stock based compensation in accordance with the intrinsic-value-based method of accounting prescribed by APB Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations including FASB Interpretation No.
44, Accounting for Certain Transactions involving Stock Compensation, an interpretation of APB Opinion No. 25, issued in March 2000. For options granted to employees, compensation expense is recorded on the date of grant only if the current
market price of the underlying stock exceeded the exercise price.



In December 2002, the FASB issued SFAS No. 148, Accounting for Stock Based CompensationTransition and Disclosure.SFAS No. 148 amends SFAS No. 123, Accounting for Stock-Based Compensation,to provide alternative methods
of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amended the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual
and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. We elected not to change to the fair value based method of accounting for stock-based
employee compensation, but as allowed by SFAS No. 148, we have elected to continue to apply the intrinsic-value-based method of accounting described above, and has adopted only the disclosure requirements of SFAS No. 123.



We have no options granted to employees in which the market price of the
underlying stock exceeded the exercise price on the date of grant.



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We have an employee stock purchase plan for all eligible employees. Under the plan, employees may
purchase shares of the Companys common stock at six month intervals at 85% of the lower of the fair market value at the beginning of the twenty-four month offering period and end of the six month purchase interval. Employees purchase such
stock using payroll deductions and annual contributions which may not exceed 20% of their compensation, including commissions and overtime, but excluding bonuses.



On January 26, 2004, the shareholders approved an amendment to the plan to increase the number of shares reserved for
issuance under the plan from 13.0 million shares to 21.5 million shares of common stock. Without the approved amendment, we would not have had sufficient shares available to fulfill the six month purchase interval ending January 31, 2004 in which
case we would have allocated the remaining shares reserved for issuance on a pro rata basis under the terms of the plan. The portion of the shares approved which were used to fulfill the January 31, 2004 six month purchase interval of 317,389 shares
are considered compensatory and will be recorded under the variable method of accounting in accordance with EITF 97-12, Accounting for Increased Share Authorizations in an IRS Section 423 Employee Stock Purchase Plan under APB Opinion No. 25,
as the stock price on January 26, 2004 did not meet the market discount criterion under APB Opinion No. 25. Accordingly, we will record stock-based employee compensation expense of $2.0 million related to the six month interval ending January 31,
2004. At January 26, 2004, we had two overlapping twenty-four month offering periods with purchase prices of $1.76 and $5.48, which expire on January 31, 2005 and July 31, 2005, respectively. The shares used to fulfill the future six month purchase
intervals under these offering periods will also be accounted for under the variable method of accounting with corresponding stock-based compensation expense recorded for the difference between the fair value of the stock at the end of the six month
purchase interval and the offering period purchase prices of $1.76 and $5.48. As of January 26, 2004, we estimate total future stock-based employee compensation expense related to the future six month purchase periods of $24.0 million to be
recognized through July 31, 2005 in accordance with FASB Interpretation No. 28, Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award Plans. Factors that may cause variability in the stock-based employee
compensation include our stock price and the amount of employee participation in the plan. If our stock price increased by 10% the estimated total stock-based employee compensation expense would be $29.2 million. If our stock price decreases 10% the
estimated total stock-based employee compensation expense would be $22.9 million. If employees included in these offering periods elect to increase their participation by 10%, the estimated total stock-based employee compensation expense would be
$28.4 million. If employees included in these offering periods elect to decrease their participation by 10%, the estimated total stock-based employee compensation expense would be $23.6 million.



Accounting for Income Taxes



As part of the process of preparing our consolidated financial statements,
we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves us estimating our actual current tax exposure together with assessing temporary differences resulting from differing treatment of
items, such as deferred revenue, for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in our consolidated balance sheet. We must then assess the likelihood that our deferred tax assets
will be recovered from future taxable income and to the extent we believe that recovery is not likely, we must establish a valuation allowance. To the extent we establish a valuation allowance or increase this allowance in a period, we must include
an expense within the tax provision in the statement of operations. As of December 31, 2003 all tax benefits are subject to a 100% valuation allowance.



Impact of Recent Accounting Pronouncements



In December 2003, the FASB announced proposed modifications to FASB Interpretation No. 46, Consolidation of Variable Interest Entities(FIN 46), an interpretation that it originally issued in February 2003. FIN 46 addresses the consolidation by business enterprises of variable interest entities (VIEs) that have one or both of the following
characteristics: (1) the equity investment at risk is not sufficient to permit the entity to finance its activities without additional financial support from other parties, or (2) the equity investors lack one or more of the following essential
characteristics of a controlling financial interest: (a) the direct or indirect ability to make decisions about the entitys activities through voting or similar rights, (b) the obligation to absorb the expected losses of the entity if they
occur, or (c) the right to receive the expected residual returns of the entity if they occur. FASBs proposed modifications to FIN 46, Consolidation of Variable Interest Entities, an Interpretation to ARB No. 51, (Revised
Interpretations) result in multiple effective dates based on the nature as well as the creation date of the VIE. VIEs created after January 31, 2003, but prior to January 1, 2004, may be accounted for either based on the original
interpretation or the Revised Interpretations. VIEs created after January 1, 2004 must be accounted for under the Revised Interpretations. Special Purpose Entities (SPEs) created prior to February 1, 2003 may be accounted for under the
original or revised interpretations provisions. Non-SPEs created prior to February 1, 2003, should be accounted for under the Revised Interpretations provisions. The Revised Interpretations are effective for periods after June 15, 2003
for VIEs in which the Company holds a variable interest it acquired before February 1, 2003. For entities acquired or created before February 1, 2003, the Revised Interpretations are effective no later than the end of the first reporting period that
ends after March 15, 2004, except for those VIEs that are considered to be special-purpose entities, for which the effective date is no later that the end of the first reporting period that ends after December 31, 2003. The adoption of FIN 46 and
the Revised Interpretations has not and is not expected to have an impact on our consolidated financial statements.



In December 2003, the SEC issued Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition (SAB No. 104), which codifies, revises and rescinds certain
sections of SAB No. 101, Revenue Recognition, in order to make this interpretive guidance consistent with current authoritative accounting and auditing guidance and SEC rules and regulations. The changes noted in SAB No. 104 did not have a material
effect on our consolidated results of operations, consolidated financial position or consolidated cash flows.



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In November 2002, the FASB issued Interpretation No. 45, Guarantors Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others(FIN 45), which addresses the disclosure to be made by a guarantor in its interim and annual financial statements about its obligations under
guarantees. The disclosure requirements are effective for interim and annual financial statements ending after December 15, 2002. The Company generally warrants its products against defects in materials and workmanship for a period of one year. The
amount accrued for such warranty is insignificant.



FIN 45 also
requires the recognition of a liability by a guarantor at the inception of certain guarantees. FIN 45 requires the guarantor to recognize a liability for the non-contingent component of a guarantee, which is the obligation to stand ready to perform
in the event that specified triggering events or conditions occur. The initial measurement of this liability is the fair value of the guarantee at inception. The recognition of the liability is required even if it is not probable that payments will
be required under the guarantee or if the guarantee was issued with a premium payment or as part of a transaction with multiple elements. The initial recognition and measurement provisions are effective for all guarantees within the scope of FIN 45
issued or modified after December 31, 2002. The adoption of the recognition and initial measurement requirements of FIN 45 did not have a material impact on our financial position, cash flows or results of operations.



In November 2002, the FASBs Emerging Issues Task Force (EITF) issued
EITF 00-21 Revenue Arrangements with Multiple Deliverables (EITF 00-21). EITF 00-21 addresses certain aspects of the accounting by a vendor for arrangements under which it will perform multiple revenue-generating activities.
Specifically, EITF 00-21 addresses how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting. In applying EITF 00-21, separate contracts with the same entity or related parties that are entered
into at or near the same time are presumed to have been negotiated as a package and should, therefore, be evaluated as a single arrangement in considering whether there are one or more units of accounting. That presumption may be overcome if there
is sufficient evidence to the contrary. EITF 00-21 also addresses how arrangement consideration should be measured and allocated to the separate units of accounting in the arrangement. The guidance in this Issue is effective for revenue arrangements
entered into in fiscal periods beginning after June 15, 2003. Alternatively, companies may elect to report the change in accounting as a cumulative-effect adjustment. The adoption of EITF 00-21 did not have a material impact on our financial
statements.



Factors That May Affect Future Operating Results



Operating Results May Fluctuate Significantly Due To
Stock-Based Compensation Associated With our Employee Stock Purchase Plan



Certain shares authorized on January 26, 2004 for future common stock issuances under our employee stock purchase plan will be accounted for under the variable method of accounting. Factors that may cause variability
in the related stock-based employee compensation include our stock price. If our stock price increases, the corresponding stock-based employee compensation expense will increase. If our stock price decreases, the stock-based employee compensation
expense will decrease.



We Have Experienced Continuing
Losses from Operations Since March 31, 2001, and We Expect That Our Operating Results Will Fluctuate in the Future



We have experienced continuing losses from operations since our revenues peaked in the quarter ended December 31, 2000. While our revenues have improved
since the fourth quarter of fiscal 2002, they are still not sufficient to cover our operating expenses, and we anticipate future losses from operations as a result. Moreover, in fiscal 2001, 2002 and 2003 our operating results were materially and
adversely affected by inventory write-downs, restructuring charges and impairment charges. We may be required to take additional similar charges in the future, which could have a material and adverse effect on our operating results. Due to general
economic conditions and slowdowns in purchases of networking equipment, it has become increasingly difficult for us to predict the purchasing activities of our customers and we expect that our operating results will fluctuate substantially in the
future. Future fluctuations in operating results may also be caused by a number of factors, many of which are outside our control. Additional factors that could affect our future operating results include the following:



| |  | The loss of major customers;
| | - | ----------------------------



| |  | Variations, delays or cancellations of orders and shipments of our products;
| | - | ----------------------------------------------------------------------------



| |  | Increased competition from current and future competitors;
| | - | ----------------------------------------------------------



| |  | Reductions in the selling prices of our products;
| | - | -------------------------------------------------



| |  | Significant changes in the type and mix of products being sold;
| | - | ---------------------------------------------------------------



| |  | Delays in introducing new products;
| | - | -----------------------------------



| |  | Design changes made by our customers;
| | - | -------------------------------------



| |  | Failure by third-party foundries to manufacture and ship products on time;
| | - | --------------------------------------------------------------------------



| |  | Changes in third-party foundries manufacturing capacity, utilization of their capacity and manufacturing yields;
| | - | -----------------------------------------------------------------------------------------------------------------



| |  | Variations in product development costs;
| | - | ----------------------------------------



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| |  | Changes in our or our customers inventory levels;
| | - | --------------------------------------------------



| |  | Expenses or operational disruptions resulting from acquisitions; and
| | - | --------------------------------------------------------------------



| |  | Sale or closure of discontinued operations.
| | - | -------------------------------------------



For example, high levels of inventory at our customers contributed to a significant decline in sales of our products in fiscal 2001 and 2002. In addition, we recently
decided to discontinue our line of optical module products and sell certain assets of that business, as a result of which our fiscal 2003 statements of operations and cash flows reflect losses from discontinued operations associated with that
business.



We implemented significant restructuring programs
and cost reductions in fiscal 2001, 2002 and 2003, and we cannot assure that we will not undertake further such actions in the future. In addition, in the past we have recorded significant new product development costs because our policy is to
expense these costs at the time that they are incurred. We may incur these types of expenses in the future. These additional expenses may have a material and adverse effect on our results in future periods. The occurrence of any of the
above-mentioned factors could have a material adverse effect on our business and on our financial results.



The Market Price for Our Common Stock Has Been Volatile and Future Volatility Could Cause the Value of Your Investment in Our Company to Fluctuate



Our stock price has recently experienced significant
volatility. In particular, our stock price declined significantly following announcements made by us and other semiconductor suppliers in fiscal 2001 and 2002 of reduced revenue expectations and of a general slowdown in the technology sector,
particularly the optical networking equipment sector. While our revenues continue to improve since the fourth quarter of fiscal 2002, we expect that uncertainty regarding demand for our products will cause our stock price to continue to be volatile.
In addition, the value of your investment could decline due to the impact of any of the following factors, among others, upon the market price of our common stock:



| |  | Additional changes in financial analysts estimates of our revenues and operating results;
| | - | ------------------------------------------------------------------------------------------



| |  | Our failure to meet financial analysts performance expectations; and
| | - | ---------------------------------------------------------------------



| |  | Changes in market valuations of other companies in the semiconductor or networking industries.
| | - | ----------------------------------------------------------------------------------------------



In addition, many of the risks described elsewhere in this section could materially and adversely affect our stock price, as
discussed in those risk factors. U.S. financial markets have recently experienced substantial price and volume volatility. Fluctuations such as these have affected and are likely to continue to affect the market price of our common stock.



In the past, securities class action litigation has often been
instituted against companies following periods of volatility and decline in the market price of such companies securities. If instituted against us, regardless of the outcome, such litigation could result in substantial costs and diversion of
our managements attention and resources and have a material adverse effect on our business, financial condition and results of operations. We could be required to pay substantial damages, including punitive damages, if we were to lose such a
lawsuit.



If We Are Unable to Develop and Introduce New
Products Successfully or to Achieve Market Acceptance of Our New Products, Our Operating Results Would Be Adversely Affected



Our future success will depend on our ability to develop new high-performance integrated circuits for existing and new markets, introduce these products
in a cost-effective and timely manner and convince leading equipment manufacturers to select these products for design into their own new products. Our quarterly results in the past have been, and are expected in the future to continue to be,
dependent on the introduction of a relatively small number of new products and the timely completion and delivery of those products to customers. The development of new integrated circuits is highly complex, and from time to time we have experienced
delays in completing the development and introduction of new products. Our ability to develop and deliver new products successfully will depend on various factors, including our ability to:



| |  | Accurately predict market requirements and evolving industry standards;
| | - | -----------------------------------------------------------------------



| |  | Accurately define new products;
| | - | -------------------------------



| |  | Timely complete and introduce new products;
| | - | -------------------------------------------



| |  | Timely qualify and obtain industry interoperability certification of our products and our customers products into which our products will be incorporated;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Work with our foundry subcontractors to achieve high manufacturing yields; and
| | - | ------------------------------------------------------------------------------



| |  | Gain market acceptance of our products and our customers products.
| | - | -------------------------------------------------------------------



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If we are not able to develop and introduce new products successfully, our business, financial condition
and results of operations will be materially and adversely affected. Our success will also depend on the ability of our customers to successfully develop new products and enhance existing products for the communications and storage markets. The
communications and storage markets may not develop in the manner or in the time periods that our customers anticipate. If they do not, or if our customers products do not gain widespread acceptance in these markets, our business, financial
condition and results of operations will be materially and adversely affected.



We Are Dependent on a Small Number of Customers in a Few Industries



We intend to continue focusing our sales efforts on a small number of customers in the communications and storage markets that require high-performance
integrated circuits. Some of these customers are also our competitors. For the quarter ended December 31, 2003, one customer, EMC Corporation, accounted for greater than 10% of total revenues. If any of our major customers were to delay orders of
our products or stop buying our products, our business and financial condition would be severely affected.



We Depend on Third Party Foundries and Other Suppliers to Manufacture Substantially All of Our Current Products



Wafer fabrication for the great majority of our products is outsourced to
third-party silicon foundries such as IBM, LSI Logic, Taiwan Semiconductor Manufacturing Corporation and United Microelectronics Corporation. As a result, we depend on third-party foundries to allocate a portion of their manufacturing capacity
sufficient to meet our needs and to produce products of acceptable quality in a timely manner. There are significant risks associated with our reliance on third-party foundries, including:



| |  | The lack of assured wafer supply, the potential for wafer shortages and possible increases in wafer prices;
| | - | -----------------------------------------------------------------------------------------------------------



| |  | Limited control over delivery schedules, manufacturing yields, production costs and product quality; and
| | - | --------------------------------------------------------------------------------------------------------



| |  | The unavailability of, or delays in obtaining, access to key process technologies.
| | - | ----------------------------------------------------------------------------------



These and other risks associated with our reliance on third-party foundries could materially and adversely affect our
business, financial condition and results of operations. For example, the third-party foundries that manufacture our wafers have from time to time experienced manufacturing defects and reductions in manufacturing yields. In addition, disruptions and
shortages in foundry capacity may impair our ability to meet our customers needs and negatively impact our operating results. Our third-party foundries fabricate products for other companies and, in certain cases, manufacture products of their
own design. Historically, there have been periods in which there has been a worldwide shortage of foundry capacity for the production of high-performance ICs such as ours. We do not have long-term agreements with any of our third-party foundries,
but instead subcontract our manufacturing requirements on a purchase order basis. As a result, although we believe that we currently have access to adequate foundry capacity to support our sales levels, it is possible that the capacity we will need
in the future may not be available to us on acceptable terms, if at all.



In addition to third-party foundries, we also depend on third-party subcontractors in the U.S. and Asia for the assembly and packaging of our products. As with our foundries, any difficulty in obtaining parts or
services from these subcontractors could affect our ability to meet scheduled product deliveries to customers, which could in turn have a material adverse effect on our customer relationships, business and financial results.



If We Do Not Achieve Satisfactory Manufacturing Yields or Quality, Our
Business Will Be Harmed



The fabrication of integrated
circuits is a highly complex and technically demanding process. Defects in designs, problems associated with transitions to newer manufacturing processes and the inadvertent use of defective or contaminated materials can result in unacceptable
manufacturing yields and performance. These problems are frequently difficult to detect in the early stages of the production process and can be time-consuming and expensive to correct once detected. Even though we procure substantially all of our
wafers from third-party foundries, we are responsible for low yields when these wafers are probed.



In the past, we have experienced difficulties in achieving acceptable yields on some of our products, particularly with new products, which frequently
involve newer manufacturing processes and smaller geometry features than previous generations. Maintaining high numbers of shippable die per wafer is critical to our operating results, as decreased yields can result in higher per-unit costs,
shipment delays and increased expenses associated with resolving yield problems. Because we also use estimated yields to value work-in-process inventory, yields below our estimates can require us to lower the value of inventory that is already
reflected on our financial statements. In addition, defects in our existing or new products may require us to incur significant warranty, support and repair costs, and could divert the attention of our engineering personnel away from the development
of new products. As a result, poor manufacturing yields, defects or other performance problems with our products could adversely affect our business and operating results.



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Acquisitions May Be Difficult to Integrate, Disrupt Our Business, Dilute Stockholder Value or Divert
the Attention of Our Management



Within the last several
years we have made a series of acquisitions, including a number of significant acquisitions. Our management frequently evaluates available strategic opportunities, and as a result we may pursue additional acquisitions of complementary products,
technologies or businesses in the future. If we fail to achieve the financial and strategic benefits of past and future acquisitions, however, including our recent acquisitions of Cicada, Multilink and APT, our business and operating results will be
materially and adversely affected. In undertaking future acquisitions we may:



| |  | Issue stock that would dilute the ownership of our then-existing stockholders;
| | - | ------------------------------------------------------------------------------



| |  | Reduce the cash available to fund operations;
| | - | ---------------------------------------------



| |  | Incur debt; or
| | - | --------------



| |  | Assume other liabilities.
| | - | -------------------------



For example, in connection with our acquisition of Versatile Optical Networks, Inc. in July 2001, we issued approximately 8.8 million shares of our common stock. In August 2003 we subsequently sold certain assets of
this business at a loss, requiring us to recognize losses from discontinued operations on our fiscal 2003 statements of operations and cash flows. Acquisitions also involve numerous other risks after they are completed, including:



| |  | Difficulties in integrating the acquired operations, technologies, products and personnel with ours;
| | - | ----------------------------------------------------------------------------------------------------



| |  | Failure to achieve targeted synergies;
| | - | --------------------------------------



| |  | Amortization expenses relating to intangible assets;
| | - | ----------------------------------------------------



| |  | Unanticipated costs and liabilities, including charges for the impairment of the value of acquired assets;
| | - | ----------------------------------------------------------------------------------------------------------



| |  | Diversion of managements attention from the day-to-day operations of our core business;
| | - | ----------------------------------------------------------------------------------------



| |  | Adverse effects on our existing business relationships with suppliers and customers or those of the acquired organization;
| | - | --------------------------------------------------------------------------------------------------------------------------



| |  | Difficulties in entering markets in which we have no or limited prior experience; and
| | - | -------------------------------------------------------------------------------------



| |  | Potential loss of key employees, particularly those of the acquired organizations.
| | - | ----------------------------------------------------------------------------------



For example, in fiscal 2002 we recorded impairment charges of $398.9 million associated with goodwill and other intangible assets related to
past acquisitions. As of December 31, 2003, and after accounting for these impairment charges, we had an aggregate of $193.1 million of goodwill and other intangible assets on our balance sheet. As a result of our acquisition of Cicada, which was
completed in the second quarter of fiscal 2004, we expect to incur transaction expenses, IPR&D charges and other expenses, and to record additional goodwill and other intangible assets on our balance sheet. These assets may be written down in
the future to the extent they are deemed to be impaired and any such write-downs would adversely affect our results.



Our Industry Is Highly Competitive



The markets for our products are intensely competitive and subject to rapid technological advancement in design technologies, wafer-manufacturing
techniques, process tools and alternate networking technologies. We must identify and capture future market opportunities to offset the rapid price erosion that characterizes our industry. We may not be able to develop new products at competitive
pricing and performance levels. Even if we are able to do so, we may not complete a new product and introduce it to market in a timely manner. Our customers may substitute use of our products in their next generation equipment with those of current
or future competitors. In the storage and enterprise markets, we principally compete against Agilent, Broadcom, Emulex, Marvell, PMC Sierra and QLogic while in the long haul and metro markets, our competitors include Agere Systems, Applied Micro
Circuits Corporation, Mindspeed and PMC Sierra. We also compete with internal IC design units of systems companies such as Cisco Systems. Over the next few years, we expect additional competitors, some of which may have greater financial and other
resources, to enter the market with new products. In addition, we are aware of venture-backed companies that focus on specific portions of our product line. These companies, individually and collectively, represent future competition for design wins
and subsequent product sales.



We typically face competition at
the design stage, where customers evaluate alternative design approaches that require integrated circuits. Our competitors have increasingly frequent opportunities to supplant our products in next generation systems because of shortened product life
and design-in cycles in many of our customers products.



Competition is particularly strong in the market for communications ICs, in part due to the markets growth rate, which attracts larger competitors, and in part due to the number of smaller companies focused on this area. These
companies, individually and collectively, represent strong competition for many design wins and subsequent product sales. Larger competitors in our market have acquired both mature and early stage companies with advanced technologies. These
acquisitions could enhance the ability of larger competitors to obtain new business that Vitesse might have otherwise won.



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Our International Sales and Operations Subject Us to Risks That Could Adversely Affect Our Revenue and
Operating Results



Sales to customers located outside the
U.S. have historically accounted for a significant percentage of our revenue and we anticipate that such sales will continue to be a significant percentage of our revenue. International sales constituted 50% and 23% of our total revenue in the first
quarter of fiscal 2004 and 2003, respectively. International sales involve a variety of risks and uncertainties, including risks related to:



| |  | Reliance on strategic alliance partners;
| | - | ----------------------------------------



| |  | Compliance with changing foreign regulatory requirements and tax laws;
| | - | ----------------------------------------------------------------------



| |  | Difficulties in staffing and managing foreign operations;
| | - | ---------------------------------------------------------



| |  | Reduced protection for intellectual property rights in some countries;
| | - | ----------------------------------------------------------------------



| |  | Longer payment cycles to collect accounts receivable in some countries;
| | - | -----------------------------------------------------------------------



| |  | Political and economic instability;
| | - | -----------------------------------



| |  | Economic downturns in international markets.
| | - | --------------------------------------------



| |  | Changing restrictions imposed by U.S. export laws; and
| | - | ------------------------------------------------------



| |  | Competition from U.S. based companies that have firmly established significant international operations.
| | - | --------------------------------------------------------------------------------------------------------



Failure to successfully address these risks and uncertainties could adversely affect our international sales, which could in turn have a
material and adverse effect on our results of operations and financial condition.



We Must Keep Pace with Rapid Technological Change and Evolving Industry Standards



We sell products in markets that are characterized by rapid changes in both product and process technologies, including evolving industry standards,
frequent new product introductions, short product life cycles and increasing demand for higher levels of integration and smaller process geometries. We believe that our success to a large extent depends on our ability to adapt to these changes, to
continue to improve our product technologies and to develop new products and technologies in order to maintain our competitive position. Our failure to accomplish any of the above could have a negative impact on our business and financial results.
If new industry standards emerge, our products or our customers products could become unmarketable or obsolete, and we could lose market share. We may also have to incur substantial unanticipated costs to comply with these new standards.



Our Business Is Subject to Environmental Regulations



We are subject to a variety of federal, state and local
environmental regulations relating to the use, storage, discharge and disposal of toxic, volatile and other hazardous chemicals used in our design and manufacturing processes. In some circumstances, these regulations may require us to fund remedial
action regardless of fault. Consequently, it is often difficult to estimate the future impact of environmental matters, including the potential liabilities associated with chemicals used in our design and manufacturing processes. If we fail to
comply with these regulations, we could be subject to fines or be required to suspend or cease our operations. In addition, these regulations may restrict our ability to expand operations at our present locations or require us to incur significant
compliance-related expenses.



Our Failure to Manage Changes
to Our Operations Infrastructure May Adversely Affect Us



Prior to fiscal 2001 we experienced a period of rapid growth and expanded our operations infrastructure accordingly. More recently, we implemented a series of restructuring plans in fiscal 2001, 2002 and 2003 that reduced this
infrastructure. Throughout this period we have also made a number of acquisitions. These changes have placed, and continue to place, a significant strain on our personnel, systems and other resources. Unless we manage these changes effectively, we
may encounter challenges in executing our business, which could have a material adverse effect on our business and financial results. Our recent restructuring efforts, in particular, may disrupt our operations and adversely affect our ability to
respond rapidly to any renewed growth opportunities.



We Are
Dependent on Key Personnel



Due to the specialized nature
of our business, our success depends in part upon attracting and retaining the services of qualified managerial and technical personnel. The competition for qualified personnel is intense. The loss of any of our key employees or the failure to hire
additional skilled technical personnel could have a material adverse effect on our business and financial results.



If We Are Not Successful in Protecting Our Intellectual Property Right, It May Harm Our Ability to Compete



We rely on a combination of patent, copyright, trademark and trade secret
protections, as well as confidentiality agreements and other methods, to protect our proprietary technologies and processes. For example, we enter into confidentiality agreements with our



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employees, consultants and business partners, and control access to and distribution of our proprietary information. We have been issued 47 U.S. patents and
3 European patents and have a number of pending patent applications. However, despite our efforts to protect our intellectual property, we cannot assure you that:



| |  | The steps we take to prevent misappropriation or infringement of our intellectual property will be successful;
| | - | --------------------------------------------------------------------------------------------------------------



| |  | Any existing or future patents will not be challenged, invalidated or circumvented;
| | - | -----------------------------------------------------------------------------------



| |  | Any pending patent applications or future applications will be approved;
| | - | ------------------------------------------------------------------------



| |  | Others will not independently develop similar products or processes to ours or design around our patents; or
| | - | ------------------------------------------------------------------------------------------------------------



| |  | Any of the measures described above would provide meaningful protection.
| | - | ------------------------------------------------------------------------



A failure by us to meaningfully protect our intellectual property could have a material adverse effect on our business, financial condition, operating results and ability
to compete. In addition, effective patent, copyright, trademark and trade secret protection may be unavailable or limited in certain countries.



We May Be Subject to Claims of Infringement of Third-party Intellectual Property Rights or Demands That We License Third-party Technology, Which Could
Result in Significant Expense and Loss of Our Proprietary Rights



The semiconductor industry is characterized by vigorous protection and pursuit of intellectual property rights. As is common in the industry, from time to time third parties have asserted patent, copyright, trademark and other intellectual
property rights to technologies that are important to our business and have demanded that we license their patents and technology. To date, none of these claims has resulted in the commencement of any litigation against us nor have we believed that
it is necessary to license any of the rights referred to in such claims. We expect, however, that we will continue to receive such claims in the future, and any litigation to determine their validity, regardless of their merit or resolution, could
be costly and divert the efforts and attention of our management and technical personnel. We cannot assure you that we would prevail in such disputes given the complex technical issues and inherent uncertainties in intellectual property litigation.
If such litigation were to result in an adverse ruling we could be required to:



| |  | Pay substantial damages;
| | - | ------------------------



| |  | Discontinue the use of infringing technology, including ceasing the manufacture, use or sale of infringing products;
| | - | --------------------------------------------------------------------------------------------------------------------



| |  | Expend significant resources to develop non-infringing technology; or
| | - | ---------------------------------------------------------------------



| |  | License technology from the party claiming infringement, which license may not be available on commercially reasonable terms.
| | - | -----------------------------------------------------------------------------------------------------------------------------



Our Ability to Repurchase Our Debentures, If Required, with Cash, May Be
Limited



Our subordinated debentures are due March 2005.
After the close of the Cicada acquisition, our cash and investments will be less then the principal amount of the debt. Even though we expect to generate cash from operations to cover the shortfall, we cannot assure that we will have sufficient
financial resources at such time, or will be able to arrange financing to cover the principal amount of the debentures.



In certain circumstances involving a change of control or the termination of public trading of our common stock, holders of our 4% convertible
subordinated debentures may require us to repurchase some or all of the debentures. We cannot assure that we will have sufficient financial resources at such time or will be able to arrange financing to pay the repurchase price of the debentures.



Our ability to repurchase the debentures in such event may be
limited by law, by the indenture associated with the debentures, by the terms of other agreements relating to our senior debt and by such indebtedness and agreements as may be entered into, replaced, supplemented or amended from time to time. We may
be required to refinance our debt in order to make such payments. We may not have the financial ability to repurchase the debentures if payment of our debt is accelerated.



Item 3. Quantitative and Qualitative Disclosure About Market Risk



Cash Equivalents, Short-term and Long-term Investments



Our cash equivalents and investments are principally composed of money market accounts, commercial paper rated A-1/P-1 and obligations of the U.S. government and its agencies. Our investments are made in accordance
with an investment policy approved by the Board of Directors. Maturities of these instruments are less than 30 months with the majority being within one year. We classify these securities as held-to-maturity or available-for-sale depending on our
investment intention. Held-to-maturity investments are recorded at amortized cost, while available-for-sale investments are recorded at fair value. We did not have any held-to-maturity investments at December 31, 2003.



Investments in fixed-rate, interest-earning instruments carry a degree of
interest rate and credit rating risk. Fixed-rate securities may have their fair market value adversely impacted because of changes in interest rates and credit ratings. Due in part to these factors, our future investment income may fall short of
expectations because of changes in interest rates or we may suffer losses in principal if we were to sell securities that have declined in market value because of changes in interest rates. Because of the nature of the issuers of the securities that
we invest in, we do not believe that we have any cash flow exposure arising from changes in credit ratings.



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Based on a sensitivity analysis performed on the financial instruments held as of December 31, 2003, an
immediate 10% change in interest rates is not expected to have a material effect on our near-term financial condition or results of operations.



Debt



In the normal course of business, our operations are exposed to risks associated with fluctuations in interest rates. We address this risk through controlled risk management that includes the use of derivative
financial instruments to economically hedge or reduce these exposures. We do not enter into financial instruments for trading or speculative purposes. The fair value of our debt is sensitive to fluctuations in the general level of the U.S. interest
rates.



We have from time to time managed our interest expense
by entering into interest rate swap agreements under which we exchange an obligation to make fixed debt payments for an obligation to make floating rate payments that we anticipate will be lower. As U.S. interest rates change, the impact on the fair
value of our debt is offset by the inverse change in fair value and cash flows on our interest rate swap hedges. To ensure the adequacy and effectiveness of our interest rate hedge positions, we continually monitor our interest rate swap positions,
in conjunction with our underlying interest rate exposure, from an accounting and economic perspective.



However, given the uncertainty surrounding the economic correlation of changes in value due to changes in general U.S. interest rates on our debt and
interest rate swap hedge positions, there can be no assurance that such programs will completely eliminate the adverse financial impact resulting from unfavorable movements in interest rates. In addition, the timing of the accounting for recognition
of gains and losses related to the mark-to-market instruments for any given period may not coincide with the timing of the gains and losses related to the underlying economic exposures and, therefore, may adversely affect our consolidated operating
results and financial position. The gains and losses realized from interest rate swaps are recorded in Interest expense in the accompanying consolidated statements of operations.



In fiscal 2003 and 2002, we entered into several interest rate swap
agreements to reduce the impact of interest rate changes on the fair value of our long-term debt. As of December 31, 2003, only one interest rate swap agreement was in effect. The swap agreements allowed us to swap long-term borrowings at fixed
rates into variable rates that are anticipated to be lower than fixed rates available to us. As a result, the swaps effectively converted our fixed-rate debt to variable-rate debt and qualified for fair value hedge accounting treatment. Since this
interest rate swap agreement qualified as a fair value hedge under SFAS No. 133, changes in the fair value of the swap agreement were recorded as interest expense and matched by changes in the designated, hedged fixed-rate debt to the extent that
such changes were effective and as long as the hedge requirements were met. Periodic interest payments and receipts on both the debt and the swap agreement are recorded as components of interest expense in the accompanying consolidated statements of
operations, as a result of which we report interest expense at the hedge-effected interest rate. Gains realized on termination of interest rate swap agreements are being recognized in operations over the remaining term of the respective long-term
debt.



Item 4. Controls and Procedures



Disclosure
Controls and Procedures



Our Chief Executive Officer and
our Chief Financial Officer, after evaluating the effectiveness of the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of
the period covered by this report, have concluded that our disclosure controls and procedures are effective and are designed to ensure that the information we are required to disclose is recorded, processed, summarized and reported within the
necessary time periods.



Internal Control over Financial Reporting



Our Chief Executive Officer and our Chief Financial
Officer have evaluated the changes to the Companys internal control over financial reporting that occurred during our fiscal quarter ended December 31, 2003, as required by paragraph (d) of Rules 13a-15 and 15d-15 under the Securities Act of
1934, as amended, and have concluded that there were no such changes that materially affected or are reasonably likely to materially affect our internal control over financial reporting.



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PART II

OTHER INFORMATION



Item 6. Exhibits & Reports on Form 8-K



(a) Exhibits



31.1
Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Act of 1934

31.2 Certification of
Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Act of 1934

32.1 Certification Pursuant to 18 U.S.C
Section §1350



(b) Reports on Form 8-K



On December 29, 2003, we announced a
definitive agreement to purchase Cicada Semiconductor Corporation.



On October 23, 2003 we furnished a report on Form 8-K under item 12 disclosing that we announced our financial results for the quarter ended September 30, 2003 and attaching the corresponding press release.



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SIGNATURES



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



VITESSE SEMICONDUCTOR CORPORATIONBy:

/s/ EUGENE F. HOVANECEugene F. Hovanec Vice President, Finance and Chief Financial Officer




February 13, 2004



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