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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, 2004



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, 2005, there were 215,895,474 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, 2004 and September 30, 2004                               |  | 3          
|               |  |                       | 
|               |  |                       |  | Unaudited Condensed Consolidated Statements of Operations for the three months ended December 31, 2004 and December 31, 2003 |  | 4          
|               |  |                       | 
|               |  |                       |  | Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 2004 and December 31, 2003 |  | 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                                                                    |  | 23         
|               |  |                       | 
|               |  | Item 4                |  | Controls and Procedures                                                                                                      |  | 24         
|               |  |                      
|PART II        |  | OTHER INFORMATION     |  |                                                                                                                             
|               |  |                       | 
|               |  | Item 6                |  | Exhibits                                                                                                                     |  | 25         
|               | 
|SIGNATURE      |  | 26                   
|               | 
|CERTIFICATIONS |  |                      



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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, 2004 |            |   | September 30, 2004 |  
|ASSETS                                                                                                                                                                           |  |                   |            |   |                    |   |            |  
|Current assets:                                                                                                                                                                  |  |                   |            |   |                    |   |            |  
|Cash and cash equivalents                                                                                                                                                        |  | $                 | 17,768     |   |                    | $ | 20,865     |  
|Short-term investments (principally marketable securities)                                                                                                                       |  |                   | 24,391     |   |                    |   | 162,260    |  
|Accounts receivable, net of allowances of $1,172 and $1,632 as of December 31, 2004 and September 30, 2004, respectively                                                         |  |                   | 39,061     |   |                    |   | 36,447     |  
|Inventories, net                                                                                                                                                                 |  |                   | 41,061     |   |                    |   | 41,162     |  
|Restricted cash                                                                                                                                                                  |  |                   | 6,600      |   |                    |   | 6,600      |  
|Current portion of restricted deposits                                                                                                                                           |  |                   | 31,105     |   |                    |   | 48,217     |  
|Prepaid expenses and other current assets                                                                                                                                        |  |                   | 8,098      |   |                    |   | 9,524      |  
|                                                                                                                                                                                 |  |                   |            |   |                    |   |            |  
|Total current assets                                                                                                                                                             |  |                   | 168,084    |   |                    |   | 325,075    |  
|                                                                                                                                                                                 |  |                   |            |   |                    |   |            |  
|Property and equipment, net                                                                                                                                                      |  |                   | 92,799     |   |                    |   | 74,403     |  
|Goodwill, net                                                                                                                                                                    |  |                   | 218,880    |   |                    |   | 218,880    |  
|Other intangible assets, net                                                                                                                                                     |  |                   | 21,836     |   |                    |   | 24,212     |  
|Other assets                                                                                                                                                                     |  |                   | 15,645     |   |                    |   | 16,448     |  
|                                                                                                                                                                                 |  |                   |            |   |                    |   |            |  
|                                                                                                                                                                                 |  | $                 | 517,244    |   |                    | $ | 659,018    |  
|                                                                                                                                                                                 |  |                   |            |   |                    |   |            |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                             |  |                   |            |   |                    |   |            |  
|Current liabilities:                                                                                                                                                             |  |                   |            |   |                    |   |            |  
|Current portion of long-term debt                                                                                                                                                |  | $                 | 1,132      |   |                    | $ | 2,003      |  
|Current portion of convertible subordinated debt, due 2005, including premium of $529                                                                                            |  |                   |           |   |                    |   | 132,746    |  
|Current portion of deferred gain                                                                                                                                                 |  |                   |           |   |                    |   | 891        |  
|Current portion of accrued restructuring                                                                                                                                         |  |                   | 9,782      |   |                    |   | 12,311     |  
|Accounts payable                                                                                                                                                                 |  |                   | 21,241     |   |                    |   | 17,789     |  
|Accrued expenses and other current liabilities                                                                                                                                   |  |                   | 23,011     |   |                    |   | 23,341     |  
|Income taxes payable                                                                                                                                                             |  |                   | 1,715      |   |                    |   | 1,511      |  
|                                                                                                                                                                                 |  |                   |            |   |                    |   |            |  
|Total current liabilities                                                                                                                                                        |  |                   | 56,881     |   |                    |   | 190,592    |  
|                                                                                                                                                                                 |  |                   |            |   |                    |   |            |  
|Long-term accrued restructuring                                                                                                                                                  |  |                   | 860        |   |                    |   | 1,242      |  
|Deferred gain on derivative instrument                                                                                                                                           |  |                   | 4,319      |   |                    |   | 4,319      |  
|Other long-term liabilities                                                                                                                                                      |  |                   | 1,146      |   |                    |   | 1,146      |  
|Convertible subordinated debt, due October 2024                                                                                                                                  |  |                   | 96,700     |   |                    |   | 90,000     |  
|Minority interest                                                                                                                                                                |  |                   | 1,511      |   |                    |   | 1,481      |  
|Shareholders equity:                                                                                                                                                            |  |                   |            |   |                    |   |            |  
|Common stock, $.01 par value. Authorized 500,000,000 shares; issued and outstanding 213,536,794 and 212,885,307 shares on December 31, 2004
and September 30, 2004, respectively |  |                   | 2,152      |   |                    |   | 2,146      |  
|Additional paid-in capital                                                                                                                                                       |  |                   | 1,443,751  |   |                    |   | 1,441,490  |  
|Unearned compensation                                                                                                                                                            |  |                   | (1,227     | ) |                    |   | (1,764     | )
|Accumulated other comprehensive (loss)                                                                                                                                           |  |                   | (1         | ) |                    |   | (1         | )
|Accumulated deficit                                                                                                                                                              |  |                   | (1,088,848 | ) |                    |   | (1,071,633 | )
|                                                                                                                                                                                 |  |                   |            |   |                    |   |            |  
|Total shareholders equity                                                                                                                                                       |  |                   | 355,827    |   |                    |   | 370,238    |  
|                                                                                                                                                                                 |  |                   |            |   |                    |   |            |  
|                                                                                                                                                                                 |  | $                 | 517,244    |   |                    | $ | 659,018    |  
|                                                                                                                                                                                 |  |                   |            |   |                    |   |            |  



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 31,2004   |         |   | December 31,2003 |  
|Revenues                                  |  | $                  | 44,459  |   |                  | $ | 50,312  |  
|Costs and expenses:                       |  |                    |         |   |                  |   |         |  
|Cost of revenues                          |  |                    | 20,198  |   |                  |   | 17,869  |  
|Engineering, research and development     |  |                    | 24,874  |   |                  |   | 25,721  |  
|Selling, general and administrative       |  |                    | 11,827  |   |                  |   | 12,257  |  
|Restructuring costs                       |  |                    |        |   |                  |   | 86      |  
|Employee stock purchase plan compensation |  |                    | 1,468   |   |                  |   |        |  
|Amortization of intangible assets         |  |                    | 2,377   |   |                  |   | 1,818   |  
|                                          |  |                    |         |   |                  |   |         |  
|Total costs and expenses                  |  |                    | 60,744  |   |                  |   | 57,751  |  
|                                          |  |                    |         |   |                  |   |         |  
|Loss, before other income (expense), net  |  |                    | (16,285 | ) |                  |   | (7,439  | )
|                                          |  |                    |         |   |                  |   |         |  
|Interest income                           |  |                    | 640     |   |                  |   | 807     |  
|Interest expense                          |  |                    | (1,570  | ) |                  |   | (2,108  | )
|Other income                              |  |                    | 258     |   |                  |   | 1,140   |  
|                                          |  |                    |         |   |                  |   |         |  
|Other income (expense), net               |  |                    | (672    | ) |                  |   | (161    | )
|                                          |  |                    |         |   |                  |   |         |  
|Loss, before income taxes                 |  |                    | (16,957 | ) |                  |   | (7,600  | )
|Income tax expense                        |  |                    | 258     |   |                  |   | 350     |  
|                                          |  |                    |         |   |                  |   |         |  
|Net loss                                  |  | $                  | (17,215 | ) |                  | $ | (7,950  | )
|                                          |  |                    |         |   |                  |   |         |  
|Net loss per share  basic and diluted:   |  | $                  | (0.08   | ) |                  | $ | (0.04   | )
|                                          |  |                    |         |   |                  |   |         |  
|Shares used in per share computations:    |  |                    |         |   |                  |   |         |  
|Basic and diluted                         |  |                    | 213,296 |   |                  |   | 213,563 |  



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 31,2004   |          |   | December 31,2003 |  
|Cash flows from operating activities:                                             |  |                    |          |   |                  |   |          |  
|Net loss                                                                          |  | $                  | (17,215  | ) |                  | $ | (7,950   | )
|Adjustments to reconcile net loss to net cash used in operating activities:       |  |                    |          |   |                  |   |          |  
|Depreciation and amortization                                                     |  |                    | 9,903    |   |                  |   | 9,739    |  
|Amortization of debt issue costs                                                  |  |                    | 548      |   |                  |   | 278      |  
|Amortization of deferred compensation                                             |  |                    | 511      |   |                  |   | 5,684    |  
|Other compensation expense                                                        |  |                    | 1,631    |   |                  |   | 387      |  
|Gain on derivative instruments                                                    |  |                    | (840     | ) |                  |   | (901     | )
|Change in assets and liabilities:                                                 |  |                    |          |   |                  |   |          |  
|(Increase) decrease in:                                                           |  |                    |          |   |                  |   |          |  
|Accounts receivable, net                                                          |  |                    | (2,614   | ) |                  |   | (1,449   |  
|Inventories, net                                                                  |  |                    | 101      |   |                  |   | (3,127   | )
|Prepaid expenses and other current assets                                         |  |                    | 1,426    |   |                  |   | (1,920   | )
|Other assets                                                                      |  |                    | (130     | ) |                  |   | (333     | )
|Increase (decrease) in:                                                           |  |                    |          |   |                  |   |          |  
|Accounts payable                                                                  |  |                    | 3,452    |   |                  |   | (4,040   | )
|Accrued expenses and other current liabilities                                    |  |                    | (330     | ) |                  |   | 2,744    |  
|Accrued restructuring                                                             |  |                    | (1,730   | ) |                  |   | (2,818   | )
|Income taxes payable                                                              |  |                    | 204      |   |                  |   | 452      |  
|                                                                                  |  |                    |          |   |                  |   |          |  
|Net cash used in operating activities                                             |  |                    | (5,083   | ) |                  |   | (3,254   | )
|                                                                                  |  |                    |          |   |                  |   |          |  
|Cash flows from investing activities:                                             |  |                    |          |   |                  |   |          |  
|Purchases of investments                                                          |  |                    | (92,275  | ) |                  |   | (146,674 | )
|Proceeds from sale of investments                                                 |  |                    | 230,144  |   |                  |   | 154,825  |  
|Capital expenditures                                                              |  |                    | (9,992   | ) |                  |   | (4,460   | )
|Capital contributions by minority interest limited partners                       |  |                    | 30       |   |                  |   | 141      |  
|Distribution to Venture Fund partners from sale of investments                    |  |                    |         |   |                  |   | (68      | )
|Additional payment for business acquisition                                       |  |                    |         |   |                  |   | (600     | )
|                                                                                  |  |                    |          |   |                  |   |          |  
|Net cash provided by investing activities                                         |  |                    | 127,907  |   |                  |   | 3,164    |  
|                                                                                  |  |                    |          |   |                  |   |          |  
|Cash flows from financing activities:                                             |  |                    |          |   |                  |   |          |  
|Principal payments under long-term debt                                           |  |                    | (120,698 | ) |                  |   | (655     | )
|Proceeds from issuance of long-term debt                                          |  |                    | 6,700    |   |                  |   |         |  
|Cash paid for debt issue costs                                                    |  |                    | (195     | ) |                  |   |         |  
|Repurchase of convertible subordinated debt                                       |  |                    | (12,370  | ) |                  |   |         |  
|Proceeds from issuance of common stock, net                                       |  |                    | 642      |   |                  |   | 1,298    |  
|                                                                                  |  |                    |          |   |                  |   |          |  
|Net cash provided by (used) in financing activities                               |  |                    | (125,921 | ) |                  |   | 643      |  
|                                                                                  |  |                    |          |   |                  |   |          |  
|Net increase (decrease) in cash and cash equivalents                              |  |                    | (3,097   | ) |                  |   | 553      |  
|                                                                                  |  |                   
|Cash and cash equivalents at beginning of period                                  |  |                    | 20,865   |   |                  |   | 48,119   |  
|                                                                                  |  |                    |          |   |                  |   |          |  
|Cash and cash equivalents at end of period                                        |  | $                  | 17,768   |   |                  | $ | 48,672   |  
|                                                                                  |  |                    |          |   |                  |   |          |  
|Supplemental disclosures of cash flow information:                                |  |                    |          |   |                  |   |          |  
|Cash paid during the period for:                                                  |  |                    |          |   |                  |   |          |  
|Interest                                                                          |  | $                  | 901      |   |                  | $ | 132      |  
|                                                                                  |  |                    |          |   |                  |   |          |  
|Income taxes                                                                      |  | $                  | 54       |   |                  | $ | 80       |  
|                                                                                  |  |                    |          |   |                  |   |          |  
|Supplemental disclosures of non-cash transactions:                                |  |                    |          |   |                  |   |          |  
|Acquisition of equipment under operating leases                                   |  | $                  | 17,112   |   |                  | $ | 3,072    |  
|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 2004 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 2004 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.



Revenue Recognition



Production revenue is recognized 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 customer, and collectibility is reasonably assured. Revenue from development contracts is recognized upon
attainment of specific milestones established under customer contracts. Such revenue is insignificant. Revenue from products deliverable under development contracts, including design tools and prototype products, is recognized upon delivery. Costs
related to development contracts are expensed as incurred. The Company records a provision for estimated sales returns in the same period as the related revenues are recorded. These estimates are based on historical sales returns and other known
factors. Actual returns could be different from these estimates and current provisions for sales returns and allowances, resulting in future charges to earnings. Certain of the Companys production revenue are from sales to a major distributor
under an agreement allowing for price protection and right of return on products unsold. Accordingly, the Company defers recognition of revenue on such products until the products are sold by the distributor to the end user.



Inventories



Inventories are stated at the lower of cost (determined by the first-in,
first-out method) or market (net realizable value). Costs associated with the development of a new products are charged to engineering, research and development expense as incurred until the product is proven through testing and acceptance by the
customer. At each balance sheet date, the Company evaluates its 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, the Company provides appropriate reserves for such excess inventory. If the determination is made that inventory is obsolete, these inventories are written off in the period the determination is made. Inventories are
shown net of reserves of $5.3 million and $6.1 million at December 31, 2004 and September 30, 2004, respectively.



Computation of Net Income (Loss) Per Share



Basic net loss per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net loss per share is
computed using the weighted-average number of common shares and excludes certain dilutive potential common shares outstanding, as their effect is antidilutive. Dilutive potential common shares consist of employee stock options, convertible
subordinated debentures that are convertible into the Companys common stock at conversion prices of $112.19 and $3.92, and consideration for a business acquisition that is payable in stock or cash at the Companys option.



Because the Company incurred losses in the quarters ended December 31, 2004
and 2003, the effect of dilutive securities totaling 83,849,029 and 48,428,693 equivalent shares, respectively, has been excluded in net loss per share, as their impact would be antidilutive.



Accounting for Stock Based Compensations



In December 2002, the FASB issued SFAS No. 148, Accounting for Stock
Based CompensationTransition and Disclosure (SFAS 148). SFAS 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 148 amends the disclosure requirements of SFAS 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.



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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 123 established accounting and disclosure requirements using a fair-value-based method of accounting for stock-based employee compensation plans. As allowed by SFAS 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 123.



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, 2004 |         |   | Dec. 31, 2003 |  
|Net loss as reported                                                                                       |  | $             | (17,215 | ) |               | $ | (7,950  | )
|Add: Stock-based employee compensation expense included in reported net loss                               |  |               | 2,142   |   |               |   | 5,684   |  
|Deduct: Stock-based employee compensation expense determined under fair value based methods for all awards |  |               | (9,345  | ) |               |   | (12,155 | )
|Adjusted net loss                                                                                          |  |               | (24,418 | ) |               | $ | (14,421 | )
|Net loss per share as reportedbasic and diluted                                                           |  | $             | (0.08   | ) |               | $ | (0.04   | )
|Adjusted net loss per sharebasic and diluted                                                              |  | $             | (0.11   | ) |               | $ | (0.07   | )



The Company has an
employee stock purchase plan for all eligible employees. 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,the Company is required to
account for certain shares to be issued under the plan using 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. Therefore, the Company recorded stock-based employee compensation expense of $1.5 million during the quarter ended December 31, 2004 related to the employee stock purchase plan for the six-month
interval ending January 31, 2005 with a purchase price of $1.76. The corresponding stock-based compensation expense is recognized in accordance with FASB Interpretation No. 28, Accounting for Stock Appreciation Rights and Other Variable Stock
Option or Award Plans.



Use of Estimates



Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities to prepare these consolidated financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates.



Note 2. Long-term Debt



On September 22, 2004 the Company issued $90.0 million in aggregate principal amount of its 1.5% Convertible Subordinated
Debentures due 2024 (2024 Debentures), to qualified institutional buyers in reliance on Rule 144A under 1933 Securities Act. Net proceeds received by the Company, after costs of issuance, were approximately $86.9 million. On October 15,
2004 the Company issued an additional $6.7 million in aggregate principal amount of its 2024 Debentures to qualified institutional buyers in reliance on Rule 144A under 1933 Securities Act. Net proceeds received by the Company from the October
issuance, after costs of issuance, were approximately $6.5 million. The 2024 Debentures are unsecured obligations and are subordinated in right of payment to all of the Companys existing and future senior indebtedness, including indebtedness
under the Companys amended senior credit facility. Interest is payable in arrears semiannually on October 1 and April 1 of each year, beginning April 1, 2005. The 2024 Debentures are convertible into shares of the Companys common stock
at an initial conversion price of $3.92 per share, subject to adjustment. This rate results in an initial conversion rate of approximately 255.1020 shares of common stock per $1,000 principal amount of the debentures. Upon conversion, the Company
will have the option to deliver cash in lieu of shares of its common stock or a combination of cash and shares of common stock. The Company may redeem the 2024 Debentures after October 1, 2007 if its stock price is at least 170% of the conversion
price, or approximately $6.67 per share, for 20 trading days within any 30 consecutive trading day period, and may also redeem the 2024 Debentures beginning October 1, 2009 without being subject to such condition. In addition, holders of the 2024
Debentures will have the right to require the Company to repurchase the 2024 Debentures on October 1 of 2009,



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2014 and 2019. Holders will also have the option, subject to certain conditions, to require the Company to repurchase any debentures held by such holder in
the event of a fundamental change, at a price equal to 100% of the principal amount of the notes plus accrued and unpaid interest plus, under certain circumstances, a make-whole premium. For the quarter ended December 31, 2004, interest expense
relating to the debentures was $0.4 million. At December 31, 2004 outstanding debentures were $96.7 million.



Note 3. 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. There were no additional restructuring charges during the quarter ended December 31, 2004.



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



|                              |  |                    |     |                  |   |       |                         |  |   |        |   |  |   |        |  
|----------------------------- |  | ------------------ | --- | ---------------- | - | ----- | ----------------------- |  | - | ------ | - |  | - | ------ | -
|                              |  | WorkforceReduction |     | ExcessFacilities |   |       | ContractSettlementCosts |  |   | Total  |  
|Balance at September 30, 2004 |  | $                  | 125 |                  | $ | 2,802 |                         |  | $ | 10,626 |   |  | $ | 13,553 |  
|Cash payments                 |  |                    |    |                  |   | (615  | )                       |  |   | (2,296 | ) |  |   | (2,911 | )
|                              |  |                    |     |                  |   |       |                         |  |   |        |   |  |   |        |  
|Balance at December 31, 2004  |  | $                  | 125 |                  | $ | 2,187 |                         |  | $ | 8,330  |   |  | $ | 10,642 |  
|                              |  |                    |     |                  |   |       |                         |  |   |        |   |  |   |        |  



Note 4. Goodwill and Other
Intangible Assets



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



|                      |  |                   |         |                    |   |        
|--------------------- |  | ----------------- | ------- | ------------------ | - | -------
|                      |  | December 31, 2004 |         | September 30, 2004
|Gross carrying amount |  | $                 | 218,880 |                    | $ | 218,880



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



|                         |  |                       |        |                          |   |         |             |  |   |       
|------------------------ |  | --------------------- | ------ | ------------------------ | - | ------- | ----------- |  | - | ------
|                         |  | Gross Carrying Amount |        | Accumulated Amortization |   |         | Net Balance
|December 31, 2004        |  |                       |        |                          |   |         |             |  |   |       
|Customer relationships   |  | $                     | 3,513  |                          | $ | (2,102  | )           |  | $ | 1,411 
|Technology               |  |                       | 37,165 |                          |   | (16,740 | )           |  |   | 20,425
|Covenants not to compete |  |                       | 4,000  |                          |   | (4,000  | )           |  |   |      
|                         |  |                       |        |                          |   |         |             |  |   |       
|Total                    |  | $                     | 44,678 |                          | $ | (22,842 | )           |  | $ | 21,836
|                         |  |                       |        |                          |   |         |             |  |   |       
|September 30, 2004       |  |                       |        |                          |   |         |             |  |   |       
|Customer relationships   |  | $                     | 3,513  |                          | $ | (1,879  | )           |  | $ | 1,634 
|Technology               |  |                       | 37,165 |                          |   | (14,587 | )           |  |   | 22,578
|Covenants not to compete |  |                       | 4,000  |                          |   | (4,000  | )           |  |   |      
|                         |  |                       |        |                          |   |         |             |  |   |       
|Total                    |  | $                     | 44,678 |                          | $ | (20,466 | )           |  | $ | 24,212
|                         |  |                       |        |                          |   |         |             |  |   |       



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



|                         |  |        |       
|------------------------ |  | ------ | ------
|Fiscal year              |  | Amount
|Remainder of fiscal 2005 |  | $      | 6,907 
|2006                     |  |        | 7,817 
|2007                     |  |        | 5,753 
|2008                     |  |        | 1,332 
|Thereafter               |  |        | 27    
|                         |  |        |       
|Total                    |  | $      | 21,836



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The Company only operates within one reporting unit as defined by SFAS 142. Therefore, allocation of
goodwill is not required.



The Company is required to perform
goodwill impairment tests on an annual basis and between annual tests in certain circumstances. As of December 31, 2004, 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, 2004 |        | Sept. 30, 2004
|Raw materials                      |  | $             | 5,319  |                | $ | 9,049 
|Work in process and finished goods |  |               | 35,742 |                |   | 32,113
|                                   |  |               |        |                |   |       
|                                   |  | $             | 41,061 |                | $ | 41,162
|                                   |  |               |        |                |   |       



Note 6. Derivative Instruments and
Hedging Activities



In the first quarter of fiscal 2005,
an interest-rate related derivative instrument was in effect to manage the Companys exposure on its 4.0% Convertible Subordinated Debentures due 2005 (2005 Debentures). 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, Accounting
for Derivative Instruments and Hedging Activities(SFAS 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.



Interest expense for
the years ended September 30, 2002 and 2003 includes a de minimus amount 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.



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Since fiscal 2002, the Company has recorded deferred gains totaling $13.3 million as a result of the
termination of certain interest rate swap agreements. These gains were amortized over the respective remaining term of the 2005 Debentures. For the quarter ended December 31, 2004, the Company recognized a gain of $0.9 million.



In the quarter ended December 31, 2004, the Company recorded a net loss on
the final termination of the swap agreement in conjunction with buying back the related 2005 Debentures totaling $0.6 million. Therefore, as of December 31, 2004, the Company did not have any interest rate swaps in place.



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



The Company generally sells its products to customers
engaged in the design and/or manufacture of high technology products either recently introduced or not yet introduced to the marketplace. Substantially all the Companys trade accounts receivable are due from such sources. In both the first
quarter of fiscal 2005 and the first quarter of fiscal 2004, one customer, EMC Corporation, accounted for greater than 10% of total revenues.



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.



The Company principally targets four markets within the communications and storage industries: storage, enterprise, metro and long-haul.



Within the storage industry the Company specifically addresses enterprise-class mass storage systems, switches, servers and host bus adaptors, which are
primarily based on the Fibre Channel protocol. Products in this area include physical layer devices such as serializers/deserializers (SerDes), port bypass circuits, enclosure management controllers and fabric switches.



The Companys enterprise products target systems within LANs that are
designed to deliver high speed interconnections between buses, backplanes, servers and switches using standards such as Gigabit Ethernet and Fibre Channel. These systems include enterprise routers, switches and servers. Enterprise products include
transceivers, SerDes, network processors, Ethernet switches and Media Access Controllers.



The Companys metro products are targeted at systems that comprise the first span of the network that connects subscribers and businesses to the WAN. These systems, typically marketed by large communications
equipment companies and sold to communications service providers, include add-drop multiplexers, digital cross connects and carrier-class routers and switches. Products designed for this market include framers, mappers, fabric switches, TSI switches
and physical layer devices.



The Companys long haul
products are principally targeted at communications equipment within the core and edge of the optical network that provide very high speed connections over long distances. Primary products sold into this market are physical layer devices and
physical media devices that operate at speeds of 2.5 Gb/s or faster.



Revenues from storage products were $12.1 million and $23.7 million in the first quarters of fiscal 2005 and 2004, respectively. Revenues from enterprise products were $12.5 million and $10.1 million in the first quarters of fiscal 2005 and
2004, respectively. Revenues from products targeting the metro market were $12.9 million in the first quarter of fiscal 2005 and $9.3 million in the first quarter of fiscal 2004. Revenues from the Companys legacy products including those
targeting the long-haul communications market and ASICs for the ATE and military markets were $7.0 million in the first quarter of fiscal 2005 and $7.2 million in the first quarter of fiscal 2004.



Revenues within the United States accounted for 44% and 50% of total revenues
in the first quarters of fiscal 2005 and 2004, respectively.



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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, 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 has placed a tremendous strain on the communications infrastructure. The resulting demand for increased bandwidth has created a need for both faster as well as more expansive
networks. Further, communication service providers have sought to increase their revenues by delivering a growing range of data services to their customers in a cost-effective manner. There has also been a growing trend by systems companies towards
the outsourcing of 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. Towards the end
of 2000, the communications industry experienced a severe downturn due to the overbuilding of the communications infrastructure and excess inventories, among other reasons. While market conditions improved modestly between the end of fiscal 2002 and
the third quarter of fiscal 2004, our revenues declined in the fourth quarter of 2004 and the first quarter of fiscal 2005 due to the presence of excess inventories and reduced spending in our end markets. In spite of these volatile business
conditions, we believe that the long-term prospects for the markets that we participate in remain strong.



Significant Events



Issuance of 1.5% Convertible Subordinated Debentures due 2024 and Repurchase and Redemption of 4.0% Convertible Subordinated Debentures Due 2005



In October 2004, we closed the private placement of an additional $6.7 million in aggregate principal amount of 1.5%
Convertible Subordinated Debentures due 2024, which we refer to as our 2024 Debentures, in a private placement pursuant to the partial exercise by the Initial Purchaser of its option to purchase additional debentures. As a result, we now have $96.7
million aggregate principal amount of our 2024 Debentures outstanding. We incurred $0.2 million of issuance costs, which primarily consisted of investment banking, legal, accounting and other professional fees. The net proceeds to us of this
offering were approximately $6.5 million.



On October 4, 2004
we repurchased $12.4 million principal amount of our 4.0% Convertible Subordinated Debentures due 2005, which we refer to as our 2005 Debentures, at prevailing market prices, for an aggregate amount of approximately $12.4 million.



On October 21, 2004 we called the remaining balance of our outstanding 2005
Debentures for redemption on November 15, 2004. On November 15, 2004 we paid $120.6 million to redeem such debentures, consisting of $119.8 million of principal and $0.8 million of interest.



On October 27, 2004, in connection with the redemption of the 2005
Debentures, we terminated our related interest rate swap agreement, which had a notional value of $119.7 million, for a termination fee of $0.6 million.



Results of Operations



Revenues



Revenues in the first quarter of fiscal 2005 were $44.5 million, a decrease of 11.6% from the $50.3 million recorded in the first quarter of fiscal 2004.
The decrease in revenues was due to an overall decline in demand from our customers, particularly in the storage area that began in the fourth quarter of fiscal 2004 and continued through the first quarter of fiscal 2005.



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Revenues from storage products were $12.1 million in the first quarter of fiscal 2005, compared to $23.7
million in the first quarter of fiscal 2004. The decrease in revenues was due to a sharp decline in demand from several customers that occurred in the fourth quarter of fiscal 2004 as a result of weaker enterprise spending and excess inventories at
our customers.



Revenues from enterprise products grew from
$10.1 million in the first quarter of fiscal 2004 to $12.5 million in the first quarter of fiscal 2005. The increase is primarily due to our increased emphasis on products targeting the Ethernet market. In the second quarter of fiscal 2004 we
acquired Cicada Semiconductor Corporation whose products are principally targeted at customers in the enterprise LAN space. During fiscal 2004 and through the first quarter of fiscal 2005 we have brought many new products to market which have
resulted in increased enterprise revenues.



Our revenues from
products targeting the metro market were $12.9 million in the first quarter of fiscal 2004 compared to $9.3 million in the first quarter of fiscal 2004. The increase in demand for our products that target the metro market stems from increasing
bandwidth requirements and the need by communications providers to provide end customers with a range of new services, including Voice Over IP, bandwidth-on-demand and remote storage, among others. This in turn has resulted in an increased demand
for equipment that enables these services, including ICs.



Revenues from our legacy products, which include long-haul telecommunications products and ASICs for Automatic Test Equipment (ATE) and military markets were $7.0 million in the first quarter of fiscal 2005, compared to $7.2 million in the
first quarter of fiscal 2004. We do not anticipate revenues from these products to grow significantly during fiscal 2005, as we do not believe that capital spending for long-haul communications equipment will increase for at least several 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 2005 and 2004, 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 will be volatile for the remainder of fiscal 2005 as a result of fluctuating customer demand forecasts and
inventory levels.



Cost of Revenues



Our cost of revenues was $20.2 million in the first quarter of fiscal 2005
compared to $17.9 million in the first quarter of fiscal 2004. As a percentage of total revenues, cost of revenues increased to 45.4% in the first quarter of fiscal 2005 from 35.5% in the first quarter of fiscal 2004. The increase in cost of
revenues as a percentage of total revenues in the first quarter of fiscal 2005 compared to the first quarter of fiscal 2004 was a result of decreased revenues to absorb fixed manufacturing overhead costs, and due to lower gross margins for products
targeting the Ethernet markets. In the future, cost of revenues as a percentage of revenues may fluctuate as a result of changes in demand for our products, the relative mix of products that we sell and other factors. In particular, to the extent
products targeting Ethernet markets continue to comprise a substantial portion of our revenues, we expect to experience lower overall gross margins than we have historically recorded.



Engineering, Research and Development



Engineering, research and development expenses were $24.9 million in the first quarter of fiscal 2005 compared to $25.7
million in the first quarter of fiscal 2004. As a percentage of total revenues, engineering, research and development expenses were 55.9% in the first quarter of fiscal 2005 and 51.1% in the first quarter of fiscal 2004. The decrease in absolute
dollars was primarily the result of decreased amortization of deferred and other acquisition-related compensation expense of $3.3 million and lower software expense of $0.8 million. These decreases were partially offset by the increase in costs
related to the Cicada acquisition in February 2004 of $1.8 million and an increase in expensed design software of $1.5 million. Our engineering, research and development costs are expensed as incurred.



Selling, General and Administrative



Selling, general and administrative expenses (SG&A) were
$11.9 million in the first quarter of fiscal 2005, compared to $12.3 million in the first quarter of fiscal 2004. As a percentage of total revenues, SG&A expenses were 26.7% in the first quarter of fiscal 2005, compared to 24.4% in the first
quarter of fiscal 2004. The decrease in absolute dollars from the prior same period a year ago was primarily due our continued efforts to lower our operating costs.



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Employee Stock Purchase Plan Compensation



We have an employee stock purchase plan for all eligible employees. During
the first quarter of fiscal 2005 we recorded stock-based compensation expense of $1.5 million related to shares to be purchased under the plan for the future purchase interval ending January 31, 2005.



Amortization of Intangible Assets



We elected to adopt SFAS No.142, Goodwill and Other Intangible Assets(SFAS 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 $2.4 million in the first quarter
of fiscal 2005, compared to $1.8 million in the first quarter of fiscal 2004. The increase in amortization expense is the result of an increase in other intangible assets acquired in our fiscal 2004 acquisition of Cicada Semiconductor.



Interest Income



Interest income was $0.6 million in the first quarter of fiscal 2005
compared to $0.8 million in the first quarter of fiscal 2004. The decrease in interest income of $0.2 million from the prior period was the result of lower cash balances and short-term and long-term investments held throughout the period. The
decrease in cash and investment balances was primarily the result of the repurchase and redemption of our 2005 Debentures during the third quarter of fiscal 2004 and the first quarter of fiscal 2005, as well as a fixed operating cash outflow in a
period of reduced revenues.



Interest Expense



Interest expense was $1.6 million in the first quarter of
fiscal 2005 compared to $2.1 million in the first quarter of fiscal 2004. The decrease in interest expense of $0.5 million from the prior period was primarily the result of the repurchase and redemption of $133.1 million of our 2005 Debentures,
partially offset by the interest accrued on the $96.7 million of our 2024 Debentures.



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 $0.3 million in the first quarter of fiscal 2005 and $1.1 million in the first
quarter of fiscal 2004. 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.



Income Tax Expense



For the first quarter of fiscal 2005, our total effective income tax rate
was 1.5%. For the first quarter of fiscal 2004, our total effective income tax rate was 4.6%.



Liquidity and Capital Resources



At December 31, 2004, we had $42.2 million in cash, cash equivalents and short-term investments, which we refer to as cash and investments. Cash and investments decreased by $140.9 million from $183.1 million as of September 30, 2004. This
decrease was primarily due to the $133.1 million used to repurchase and redeem the 2005 Debentures, $9.9 million used in capital expenditures and $5.1 million used by operating activities. The decrease in our cash and investments was offset by $6.5
million in proceeds from the issuance of our 2024 Debentures, net of debt issue costs paid, and $0.7 million in proceeds from issuance of stock pursuant to our stock option plan.



We used $5.1 million of cash from operating activities in the first quarter of fiscal 2005, primarily as a result of $41.8
million in receipts from customers, which were offset by $46.0 million in payments to vendors and employees and $0.9 million in interest payments. Cash receipts from customers decreased by $7.1 million from the prior year due to decreased revenues.
Payments to employees and vendors decreased by $6.0 million from the prior year amount of $52.0 million, primarily due to the timing of payments made for inventory receipts.



In October 2004, we issued $6.7 million in aggregate principal amount of our 2024 Debentures. We incurred $0.2 million of
issuance costs, which primarily consisted of investment banking, legal, accounting and other professional fees. The net proceeds to us of this offering were approximately $6.5 million, bringing the aggregate principal amount of our 2024 Debentures
to $96.7 million and our total net proceeds to $93.4 million. In October and November 2004, we used $133.1 million to repurchase and redeem the remaining $132.2 million outstanding principal amount of our 2005 Debentures.



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During the first quarter of fiscal 2005 we used $137.9 million in proceeds from the sale of investments
to partially fund the $132.2 million repurchase and redemption of the remaining outstanding principal amount of our 2005 Debentures. We invested approximately $10.0 million in capital equipment consisting of $4.3 million in the buyout of a lease for
certain test equipment and $5.7 million in the purchase of other equipment and tooling.



We believe that our available cash, including our cash and investments, and the revolving line of credit facility of $25 million, will be adequate to finance our planned growth and operating needs for the next 12
months.. However, we may not be able to generate cash or draw against our credit facility as expected, and our ability to do so may be adversely affected by the risks discussed in Factors That May Affect Future Operating Results. If we
are unable to generate sufficient cash flow to finance our planned growth and repayment of the debentures, we may need to raise additional funds. Depending on market conditions, we may also elect or be required to raise additional capital in the
form of common or preferred equity, debt or convertible securities for the purpose of providing additional capital to fund working capital needs or continued growth of existing business, or to refinance our convertible debentures. Any such financing
activity will be dependent upon many factors, including our liquidity needs, market conditions and prevailing market terms, and we cannot assure you that future external financing for us will be available on attractive terms or at all.



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 $38.9 million. As of December 31, 2004, the lessors held $31.1 million as cash collateral, which amount is included in current portion of restricted long-term deposits.



Our acquisition agreements with Cicada and APT obligate us to pay certain
contingent cash consideration based on continued employment and meeting certain revenue milestones over the next four years. Compensation for continued employment is being ratably accrued over the related period, and compensation for certain revenue
milestones will be expensed when such milestones are achieved. As of December 31, 2004, total cash contingent compensation that could be paid under these acquisition agreements assuming all contingencies are met is $4.7 million.



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 revenues, 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:



Revenue Recognition,
Allowance for Doubtful Accounts and Sales Returns Reserve



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. Certain of our production revenues are from sales to a major distributor under an agreement allowing for price protection and right
of return on products unsold. Accordingly, we defer recognition of revenue on such products until the products are sold by the distributor to the end user.



We evaluate the collectibility of our accounts receivable based on a combination of factors. 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



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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.



At December 31, 2004, our allowance for doubtful
accounts and sales returns was $1.2 million or 2.9% of gross receivables, compared to $1.6 million or 4.3% of gross receivables as of September 30, 2004. The decrease in the reserve as a percentage of gross receivables from prior year is the result
of writing off accounts against the allowance for doubtful accounts and a decreasing historical return rate which is used to calculate estimated sales returns reserve.



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. Remaining inventory balances are adjusted to approximate the lower of our actual 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



The purchase method of accounting for acquisitions
requires extensive estimates and judgments to allocate the purchase price to the fair value of net tangible and intangible assets acquired, including in-process research and development (IPR&D). Goodwill and tangible assets deemed to
have indefinite lives are not amortized, but are subject to annual impairment tests. The amounts and useful lives assigned to other intangible assets impact future amortization, and the amount assigned to IPR&D is expensed immediately.
Determining the fair values and useful lives of intangible assets especially requires the exercise of judgment. While there are a number of different generally accepted valuation methods to estimate the value of intangible assets acquired, we
primarily use the discounted cash flow method. This method requires significant management judgment to forecast the future operating results used in the analysis. In addition, other significant estimates are required such as residual growth rates
and discount factors. If the assumptions and estimates used to allocate the purchase price are not correct, future asset impairment charges could be required.



In accordance with SFAS 142, we perform the two-step goodwill impairment test 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 compare the fair value of the goodwill of our only 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 each asset in question is less than its 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 a market approach. Fair value of other intangible assets and long-lived assets is determined by undiscounted 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 is 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 amortize over the remaining estimated useful life of the asset. These approaches use significant estimates and assumptions, including projection and timing of future cash flows, discount rates
reflecting the risk inherent in future cash flows and long-term growth rates. It is reasonably possible that the estimates and assumptions used to value these assets may be incorrect. If our actual results, or the estimates and assumptions used in
future impairment analyses are lower than the original estimates and assumptions used to assess the recoverability of these assets, we could incur additional impairment charges. See Note 4Goodwill and Other Intangible Assets of the
Notes to the Unaudited Condensed Consolidated Financial Statements for additional information.



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.



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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.



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 have adopted only the disclosure requirements of SFAS No. 123.



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, 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 were 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 ended March 31, 2004, the Company recorded 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. Therefore, the Company recorded stock-based employee compensation expense of $1.9 million for the six-month interval ending
July 31, 2004 related to the offering period which expires on January 31, 2005 with a purchase price of $1.76. For the offering period ending July 31, 2005, no compensation expense was recorded at July 31, 2004 as the fair value of the stock at the
end of the offering period of $2.80 was less than the purchase price of $5.48.



As of December 31, 2004 we estimate that total stock-based employee compensation expense will be $3.0 million for the remaining offering period, of which $3.0 million has already been recorded as of December 31, 2004.
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 $3.6 million. If our stock price decreases 10% the estimated total stock-based employee compensation expense would be $2.4 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 $3.3 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
$2.7 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, 2004 all tax benefits are subject to a 100% valuation allowance.



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Impact of Recent Accounting Pronouncements



During December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123R, Share-Based
Payment(SFAS 123R), which requires companies to measure and recognize compensation expense for all stock-based payments at fair value. Stock-based payments include stock option grants and certain transactions under other Company stock
plans. SFAS 123R is effective for all interim or annual periods beginning after June 15, 2005. We are currently evaluating the impact that the adoption of SFAS 123R will have on our consolidated results of operations, consolidated financial
position, and consolidated cash flows.



In November 2004, FASB
issued SFAS No.151, Inventory Costs, an amendment of ARB 43, Chapter 4,(SFAS 151) which amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing. This Statement is the result of a broader effort by the FASB
working with the International Accounting Standards Board to reduce differences between U.S. and international accounting standards. SFAS151 eliminates the so abnormal criterion in ARB No. 43 and companies will no longer be permitted to
capitalize inventory costs on their balance sheets when the production defect rate varies significantly from the expected rate. It also makes clear that fixed overhead should be allocated based on normal capacity. The provisions of this
Statement are effective for inventory costs incurred during our fiscal year 2006. We are currently analyzing this statement and have not yet determined its impact on our consolidated financial statements.



In January 2003, the FASB issued FASB Interpretation No. 46,
Consolidation of Variable Interest Entities(FIN 46) (revised December 2003 by FIN No. 46R (FIN 46R)), which addresses how a business enterprise should evaluate whether it has a controlling interest in an entity
through means other than voting rights and accordingly should consolidate the entity. FIN 46R, which was issued in December 2003, replaces FIN 46, and clarifies some of the provisions of FIN 46 and exempts certain entities from its requirements. FIN
46R is effective at the end of the first interim period ending March 15, 2004. Entities that have adopted FIN 46 prior to this effective date can continue to apply the provisions of FIN 46 until the effective date of FIN 46R or elect early adoption
of FIN 46R. The adoption of FIN 46 and FIN 46R did not have a material impact on our financial statements, or results of operations.



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.



Factors That May Affect Future Operating Results



We Have Experienced Continuing Losses from Operations Since March 31, 2001, and We Anticipate Future Losses from Operations



We have experienced continuing losses from operations since our revenues peaked in the quarter ended December 31, 2000.
Although our revenues have fluctuated since that time, in recent periods they have not been 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. Due to a slowdown in orders from our storage customers, we have recorded declining total revenues in each of the quarters since the third quarter of fiscal of 2004 relative to the prior quarter. 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,
in fiscal 2003 we 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 you 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 operating 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.



If We Are Unable to Develop and Introduce New Products Successfully or to Achieve Market Acceptance of Our New Products, Our Operating Results Will 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 financial 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.
| | - |  | -------------------------------------------------------------------



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.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 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;
| | - |  | -----------------------------------------------------------------------------------------------------------



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| |  |  | 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 integrated circuits 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.



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 acquisitions of the asset group from Adaptec, Cicada and Multilink, 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 or meet other liquidity needs;
| | - |  | ---------------------------------------------------------------------------



| |  |  | 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;
| | - |  | --------------------------------------



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| |  |  | Amortization expenses and impairment charges 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, 2004, and after accounting for these impairment charges, we had an aggregate of $240.7 million of goodwill and other intangible assets on our balance sheet. As a result of our purchase of Cicada, we recorded a
third quarter fiscal 2004 charge of $3.7 million for the fair value of purchased IPR&D. Additionally, $42.9 million and $13.7 million was recorded as goodwill and identifiable intangible assets, respectively. The identifiable intangible assets
include customer relationships of $0.2 million and developed technology of $13.7 million, which will be amortized over their expected lives of 17 months to 48 months, respectively, increasing annual and quarterly amortization expense by
approximately $3.6 million and $0.9 million, respectively. 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 of operations.



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, LSI Logic, Marvell, PMC Sierra and QLogic; 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 customers 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 we might
have otherwise won.



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 56% and 50% of our total revenue in the first fiscal quarters of 2005 and 2004, 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;
| | - |  | -----------------------------------------------------------------------



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| |  |  | 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 Rights, 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 employees, consultants and business partners, and control
access to and distribution of our proprietary information. We have been issued 65 U.S. patents and 4 foreign 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.
| | - |  | ------------------------------------------------------------------------



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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 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 are accounted for under the variable method of accounting. Factors that may cause variability in the related stock-based
employee compensation include volatility of our stock price and levels of participation in the plan. 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. As a result, our stock price may have a significant influence on our operating results.



A Recently Announced Change in the Accounting Treatment of Stock Options Will Adversely Affect Our Results of Operations.



In December 2004, the Financial Accounting Standards Board issued revised
SFAS No. 123, Share-Based Payment, or SFAS 123R, which requires companies to expense employee stock options for financial reporting purposes. As a result, beginning in July 2005, we will be required to value our employee stock option grants
pursuant to an option valuation model, and then amortize that value against our reported earnings over the vesting period in effect for those options. We currently account for stock-based awards to employees in accordance with Accounting Principles
Board Opinion No. 25, Accounting for Stock Issued to Employees, and have adopted the disclosure-only alternative of SFAS 123 and FAS 128, each of which has been superseded by FAS 123R. The change in accounting treatment resulting from FAS
123R will materially and adversely affect our reported results of operations as following its implementation, the stock-based compensation expense will be charged directly against our reported earnings.



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 during fiscal 2004 following announcements made by us and other semiconductor suppliers of reduced
revenue expectations and of a general slowdown in the technology sector. We expect that fluctuations in the demand for our products and our operating results 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.
| | - |  | ----------------------------------------------------------------------------------------------



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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.



Our Ability to Repurchase Our
Debentures, If Required, with Cash, upon a Change of Control May Be Limited



In certain circumstances involving a change of control or the termination of public trading of our common stock, holders of our 2024 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. If we fail to repurchase the debentures as required by the indenture, it would constitute an event of default under the indenture governing the debentures which,
in turn, may also constitute an event of default under other of our obligations.



Our Operating Results May Fluctuate Significantly Due to the Embedded Derivative Associated with Our 1.5% Convertible Subordinated Debentures



In connection with the issuance of our 2024 Debentures, the requirement that we pay a make-whole premium in certain
circumstances upon the occurrence of a fundamental change constitutes an embedded derivative in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities,the value of which we are required to mark-to-market
each reporting period. Any fluctuations in the value of this embedded derivative would generally be reflected as interest expense or income in our results of operations. As a result, there may be material fluctuations in our results of operations.



Item 3. Quantitative and Qualitative Disclosure About Market Risk



Cash Equivalents, Short-term and Long-term Investments



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, 2004.



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.



Based on a sensitivity analysis performed on the financial instruments held as of December 31, 2004, 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.



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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. 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 September 30, 2004, we had one such interest rate swap agreement in effect with
a total notional value of $132.1 million. That interest rate swap related to our 2005 Debentures. Under this swap transaction we paid an interest rate equal to a six-month LIBOR rate plus a fixed spread. In exchange, we received interest rates of
4.0%. 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 were recorded as components of interest expense in the accompanying consolidated statements of operations, as a result of which we reported interest expense at the hedge-effected
interest rate. Gains realized on termination of interest rate swap agreements were recognized in operations over the remaining term of the respective long-term debt.



In October 2004, in connection with the redemption of our 2005 Debentures, we terminated our interest rate swap agreement
with a notional value of $119.7 million for $0.6 million. Therefore, as of December 31, 2004, we did not have any interest rate swap agreements in place.



Item 4. Controls and Procedures



Disclosure
Controls and Procedures



The Companys Chief
Executive Officer and 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 the Companys disclosure controls and procedures are effective and are designed to ensure that the information it is required to disclose is recorded, processed,
summarized and reported within the necessary time periods.



Internal Control
over Financial Reporting



The Companys Chief
Executive Officer and Chief Financial Officer have evaluated the changes to the Companys internal control over financial reporting that occurred during the quarter ended December 31, 2004, as required by paragraph (d) of Rules 13a-15 and
15d-15 under the Securities Exchange Act of 1934, as amended, and have concluded that there were no such changes that materially affected or are reasonably likely to materially affect the Companys internal control over financial reporting.



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PART II



OTHER INFORMATION



Item 6.



| | (a) | Exhibits
| | --- | --------



|     |  |                                                                                                                             
|---- |  | ----------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of
1934
|     | 
|31.2 |  | Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of
1934
|     | 
|32.1 |  | Certification Pursuant to 18 U.S.C Section §1350                                                                            





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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 8, 2005



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