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SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-Q

|ý | QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------

For the quarterly period ended June 30, 2002

OR

|o | 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: 000-26887

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Silicon Image, Inc.(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

77-0396307(I.R.S. Employer Identification No.)


1060 East Arques Avenue
Sunnyvale, California 94086(Address of principal executive offices and zip code)

(408) 616-4000(Registrant's telephone number, including area code)

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

The
number of shares of the registrant's Common Stock, $0.001 par value per share, outstanding as of June 30, 2002 was 65,673,289 shares.

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Silicon Image, Inc.
Quarterly Report on Form 10-Q
Three and Six Months Ended
June 30, 2002

|Table of Contents |  | Page                                                                                                     
|----------------- |  | ---------------------------------------------------------------------------------------------------------
|Part I            |  | Financial Information                                                                                    
|Item 1            |  | Financial Statements                                                                                     
|                  |  | Condensed Consolidated Statements of Operations for the Three and Six Months ended June 30, 2002 and 2001
|                  |  | Condensed Consolidated Balance Sheets as of June 30, 2002 and December 31, 2001                          
|                  |  | Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2002 and 2001          
|                  |  | Notes to Unaudited Condensed Consolidated Financial Statements                                           
|Item 2            |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                    
|Item 3            |  | Quantitative and Qualitative Disclosures About Market Risk                                               
|Part II           |  | Other Information                                                                                        
|Item 1            |  | Legal Proceedings                                                                                        
|Item 2            |  | Change in Securities and Use of Proceeds                                                                 
|Item 3            |  | Defaults Upon Senior Securities                                                                          
|Item 4            |  | Submission of Matters to a Vote of Security Holders                                                      
|Item 5            |  | Other Information                                                                                        
|Item 6            |  | Exhibits and Reports on Form 8-K                                                                         
|Signatures        |  | 38                                                                                                       

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Part I. Financial Information

Item 1. Financial Statements

Silicon Image, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)
(unaudited)

|                               |                                                  | Three Months Ended
June 30,       |        | Six Months Ended
June 30, |       
|------------------------------ | ------------------------------------------------ | --------------------------------- | ------ | ------------------------- | ------
|
|Revenue                        |                                                  | $                                 | 19,272 |                           | $     
|Cost and operating expenses:   |                                                  |                                   |        |                           |       
|                               | Cost of revenue (1)                              |                                   |        | 9,088                     |       
|                               | Research and development (2)                     |                                   |        | 8,205                     |       
|                               | Selling, general and administrative (3)          |                                   |        | 4,576                     |       
|                               | Stock compensation and warrant expense (benefit) |                                   |        | (3,066                    | )     
|                               | Amortization of goodwill and intangible assets   |                                   |        | 857                       |       
|                               | Patent defense and acquisition integration costs |                                   |        | 683                       |       
|                               | Restructuring                                    |                                   |        | 3,500                     |       
|                               | Impairment of goodwill and intangible assets     |                                   |        | 5,200                     |       
|                               | In-process research and development              |                                   |        |                          |       
|                               |                                                  |                                   |        |                           |       
|                               |                                                  | Total cost and operating expenses |        |                           | 29,043
|                               |                                                  |                                   |        |                           |       
|Loss from operations           |                                                  |                                   | (9,771 | )                         |       
|Interest income and other, net |                                                  |                                   | 163    |                           |       
|                               |                                                  |                                   |        |                           |       
|Net loss                       |                                                  | $                                 | (9,608 | )                         | $     
|                               |                                                  |                                   |        |                           |       
|Net loss per share:            |                                                  |                                   |        |                           |       
|                               | Basic and diluted                                |                                   | $      | (0.15                     | )     
|                               |                                                  |                                   |        |                           |       
|                               | Weighted average shares                          |                                   |        | 64,580                    |       
|                               |                                                  |                                   |        |                           |       

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See
accompanying Notes to Unaudited Condensed Consolidated Financial Statements

1

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Silicon Image, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except per share amounts)
(unaudited)

|                                               |                                                                                                                                                                      | June 30,
2002                              |        | Dec. 31,
2001 |       
|---------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------ | ------------- | ------
|Assets                                         |                                                                                                                                                                      |                                            |        |               |       
|Current Assets:                                |                                                                                                                                                                      |                                            |        |               |       
|                                               | Cash and cash equivalents                                                                                                                                            |                                            | $      | 18,168        |       
|                                               | Short-term investments                                                                                                                                               |                                            |        | 19,750        |       
|                                               | Accounts receivable, net of allowance for doubtful accounts of $547 at June 30 and $450 at December 31                                                               |                                            |        | 9,211         |       
|                                               | Inventories, net                                                                                                                                                     |                                            |        | 7,439         |       
|                                               | Prepaid expenses and other current assets                                                                                                                            |                                            |        | 2,475         |       
|                                               |                                                                                                                                                                      |                                            |        |               |       
|                                               |                                                                                                                                                                      | Total current assets                       |        |               | 57,043
|Property and equipment, net                    |                                                                                                                                                                      |                                            | 6,875  |               |       
|Goodwill and intangible assets, net            |                                                                                                                                                                      |                                            | 14,737 |               |       
|Other assets                                   |                                                                                                                                                                      |                                            | 1,427  |               |       
|                                               |                                                                                                                                                                      |                                            |        |               |       
|                                               |                                                                                                                                                                      | Total assets                               |        | $             | 80,082
|                                               |                                                                                                                                                                      |                                            |        |               |       
|Liabilities and Stockholders' Equity           |                                                                                                                                                                      |                                            |        |               |       
|Current Liabilities:                           |                                                                                                                                                                      |                                            |        |               |       
|                                               | Accounts payable                                                                                                                                                     |                                            | $      | 6,391         |       
|                                               | Accrued liabilities                                                                                                                                                  |                                            |        | 9,910         |       
|                                               | Capital lease and other obligations, current                                                                                                                         |                                            |        | 4,157         |       
|                                               | Deferred margin on sales to distributors                                                                                                                             |                                            |        | 4,704         |       
|                                               |                                                                                                                                                                      |                                            |        |               |       
|                                               |                                                                                                                                                                      | Total current liabilities                  |        |               | 25,162
|Capital lease and other obligations, long-term |                                                                                                                                                                      |                                            | 221    |               |       
|                                               |                                                                                                                                                                      |                                            |        |               |       
|                                               |                                                                                                                                                                      | Total liabilities                          |        |               | 25,383
|                                               |                                                                                                                                                                      |                                            |        |               |       
|Stockholders' Equity:                          |                                                                                                                                                                      |                                            |        |               |       
|                                               | Convertible preferred stock, par value $0.001; 5,000,000 shares authorized; no shares issued or outstanding                                                          |                                            |        |              |       
|                                               | Common stock, par value $0.001; shares authorized: 150,000,000June 30 and December 31; shares issued and outstanding: 65,673,289June 30 and 63,515,742December 31 |                                            |        | 66            |       
|                                               | Additional paid-in capital                                                                                                                                           |                                            |        | 209,736       |       
|                                               | Notes receivable from stockholders                                                                                                                                   |                                            |        | (106          | )     
|                                               | Unearned compensation                                                                                                                                                |                                            |        | (7,937        | )     
|                                               | Accumulated deficit                                                                                                                                                  |                                            |        | (147,060      | )     
|                                               |                                                                                                                                                                      |                                            |        |               |       
|                                               |                                                                                                                                                                      | Total stockholders' equity                 |        |               | 54,699
|                                               |                                                                                                                                                                      |                                            |        |               |       
|                                               |                                                                                                                                                                      | Total liabilities and stockholders' equity |        | $             | 80,082
|                                               |                                                                                                                                                                      |                                            |        |               |       

See
accompanying Notes to Unaudited Condensed Consolidated Financial Statements

2

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Silicon Image, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

|                                                     |                                                                         | Six Months Ended
June 30,                      |                                         
|---------------------------------------------------- | ----------------------------------------------------------------------- | ---------------------------------------------- | ----------------------------------------
|
|Cash flows from operating activities:                |                                                                         |                                                |                                         
|                                                     | Net loss                                                                |                                                | $                                       
|                                                     | Adjustments to reconcile net loss to cash used in operating activities: |                                                |                                         
|                                                     |                                                                         | Stock compensation and warrant expense         |                                         
|                                                     |                                                                         | Amortization of goodwill and intangible assets |                                         
|                                                     |                                                                         | Non-cash restructuring                         |                                         
|                                                     |                                                                         | Impairment of goodwill and intangible assets   |                                         
|                                                     |                                                                         | In-process research and development            |                                         
|                                                     |                                                                         | Depreciation and amortization                  |                                         
|                                                     |                                                                         | Changes in assets and liabilities:             |                                         
|                                                     |                                                                         |                                                | Accounts receivable                     
|                                                     |                                                                         |                                                | Inventories                             
|                                                     |                                                                         |                                                | Prepaid expenses and other assets       
|                                                     |                                                                         |                                                | Accounts payable                        
|                                                     |                                                                         |                                                | Accrued liabilities                     
|                                                     |                                                                         |                                                | Deferred margin on sales to distributors
|                                                     |                                                                         |                                                |                                         
|                                                     |                                                                         |                                                |                                         
|                                                     |                                                                         |                                                |                                         
|Cash flows from investing activities:                |                                                                         |                                                |                                         
|                                                     | Purchases of short-term investments                                     |                                                |                                         
|                                                     | Proceeds from sales of short-term investments                           |                                                |                                         
|                                                     | Purchases of property and equipment                                     |                                                |                                         
|                                                     | Acquisition costs, net of cash acquired                                 |                                                |                                         
|                                                     |                                                                         |                                                |                                         
|                                                     |                                                                         | Cash provided by investing activities          |                                         
|                                                     |                                                                         |                                                |                                         
|Cash flows from financing activities:                |                                                                         |                                                |                                         
|                                                     | Proceeds from issuances of common stock, net                            |                                                |                                         
|                                                     | Repayments of capital lease and other obligations                       |                                                |                                         
|                                                     | Proceeds from stockholder note repayment                                |                                                |                                         
|                                                     |                                                                         |                                                |                                         
|                                                     |                                                                         | Cash provided by financing activities          |                                         
|                                                     |                                                                         |                                                |                                         
|Net increase (decrease) in cash and cash equivalents |                                                                         |                                                | (778                                    
|Cash and cash equivalents  beginning of period      |                                                                         |                                                | 18,946                                  
|                                                     |                                                                         |                                                |                                         
|Cash and cash equivalents  end of period            |                                                                         | $                                              | 18,168                                  
|                                                     |                                                                         |                                                |                                         

See
accompanying Notes to Unaudited Condensed Consolidated Financial Statements

3

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Silicon Image, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2002

In
the opinion of management, the unaudited condensed consolidated financial statements of Silicon Image, Inc. included herein have been prepared on a basis consistent with the
December 31, 2001 audited financial statements and include all material adjustments, consisting of normal recurring adjustments, necessary to fairly state the consolidated financial position of
Silicon Image and its subsidiaries (collectively, the "Company") at June 30, 2002 and the consolidated results of the Company's operations and cash flows for the three and six months ended
June 30, 2002 and 2001. All intercompany accounts and transactions have been eliminated. These interim financial statements should be read in conjunction with the audited financial statements
and notes thereto included in our Form 10-K for the fiscal year ended December 31, 2001. Results of operations for the six months ended June 30, 2002 are not
necessarily indicative of future operating results.

On
January 1, 2002, we adopted Statement of Financial Accounting Standards No. 142 (SFAS No. 142), "Goodwill and Other Intangible Assets." SFAS No. 142
supersedes Accounting Principles Board Opinion No. 17, "Intangible Assets," and discontinues the amortization of goodwill. In addition, SFAS No. 142 includes provisions regarding:
1) reclassification of amounts between goodwill and identifiable intangible assets in accordance with the new definition of identifiable intangible assets set forth in Statement of Financial
Accounting Standards No. 141, "Business Combinations;" 2) reassessment of the useful lives of existing recognized intangibles; and 3) testing for impairment of existing goodwill
and other intangibles using the discounted cash flows method. In accordance with SFAS No. 142, beginning January 1, 2002, goodwill is no longer amortized, but is reviewed periodically
for impairment. We completed the first step of the transitional goodwill impairment test as of the beginning of fiscal 2002, and the results of that test indicated that our goodwill and other
intangible assets were not impaired at January 1, 2002. We identified $1.8 million of net identifiable intangible assets (acquired workforce) to be reclassified to goodwill pursuant to
the new definition of intangible assets. Acquired technology, patents and other intangible assets continued to be amortized over their estimated useful lives of 18 to
42 months using the straight-line method. No changes were made to the useful lives of amortizable intangible assets in connection with the adoption of SFAS No. 142.
Components of intangible assets, including the reclassification of intangible assets as of January 1, 2002, were as follows (in thousands):

June 30, 2002

December 31, 2001Gross Carrying
Amount

Accumulated
Amortization

Gross Carrying
Amount

Accumulated
AmortizationIntangible assets subject to amortization:Acquired technology

$
10,726

$
9,191

$
11,475

$
7,724Patents and other


2,028


1,842


4,429


2,194Goodwill








13,341


8,562$
12,754

$
11,033

$
29,245

$
18,480Intangible assets not subject to amortization:Goodwill

$
13,016




$
10,863

$



4

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The
changes in the carrying value of goodwill for the six months ended June 30, 2002 are as follows:

Balance as of December 31, 2001

$
15,642Reclassification of acquired workforce upon adoption of SFAS 142 on January 1, 2002


1,765Second quarter impairment (Note 6)


(4,391
)Balance as of June 30, 2002

$
13,016


Amortization
of intangible assets was $859,000 and $3.0 million for the three months ended June 30, 2002 and 2001, respectively, and $1.8 million and
$5.2 million for the six months ended June 30, 2002 and 2001, respectively. Amortization expense is expected to be $1.7 million for the remainder of 2002 (a total of
$3.5 million for 2002). Our net loss, excluding goodwill amortization expense, for the three and six months ended June 30, 2001 would have been as follows had we adopted SFAS
No. 142 on January 1, 2001 (in thousands, except per share amounts):

Three Months
Ended
June 30, 2001

Six Months
Ended
June 30, 2001Net loss-as reported

$
(10,001
)
$
(16,540
)SFAS 142 amortization adjustment


1,107


2,746Net lossadjusted

$
(8,894
)
$
(13,794
)Basic and diluted net loss per shareas reported

$
(0.18
)
$
(0.31
)Impact of SFAS 142 amortization adjustment


0.02


0.05Basic and diluted net loss per shareadjusted

$
(0.16
)
$
(0.26
)


In
October 2001, the FASB issued Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", which supercedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of," and the accounting and reporting provisions of Accounting Principles Board
("APB") No. 30, "Reporting the Results of OperationsReporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions". SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets, including amortizable and non-amortizable
intangible assets, and is effective for our fiscal year beginning on January 1, 2002, as well as for interim periods within 2002. The adoption of SFAS No. 144 did not have a material
effect on our results of operations or financial position.

On
January 1, 2002, we adopted Emerging Issues Task Force ("EITF") No. 01-09, "Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the
Vendor's Products." This EITF requires us to record certain consideration paid to distributors of our products as a reduction of revenue, whereas we previously recorded this consideration as a sales
and marketing expense. Since application of this EITF results in a reclassification of costs, it will not have a material effect on our results of operations or financial position. Furthermore, we do
not consider past consideration to be material and have not reclassified the amount for financial reporting purposes.

5

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The
following table sets forth the computation of basic and diluted net loss per share of common stock (in thousands, except per share data):

Three Months Ended
June 30,

Six Months Ended
June 30,2002

2001

2002

2001Numerator:Net loss

$
(9,608
)
$
(10,001
)
$
(27,308
)
$
(16,540
)Denominator:Weighted average shares


65,118


55,728


64,681


54,923Less: unvested common shares subject to repurchase


(538
)

(1,547
)

(670
)

(1,850
)64,580


54,181


64,011


53,073Basic and diluted net loss per share

$
(0.15
)
$
(0.18
)
$
(0.43
)
$
(0.31
)


As
a result of the Company's net losses, all common share equivalents would have been anti-dilutive and have therefore been excluded from the diluted net loss per share
calculation. The following table summarizes securities outstanding as of each period end that were anti-dilutive and excluded from our calculation of diluted net loss per share (in
thousands):

Three Months Ended
June 30,

Six Months Ended
June 30,2002

2001

2002

2001Unvested common shares subject to repurchase

538

1,547

670

1,850Stock options

19,730

16,142

20,107

12,515Common stock warrants



188



381


6

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June 30,
2002

Dec. 31,
2001(in thousands)Inventories:Raw materials

$
1,157

$
1,911Work in process


2,214


1,337Finished goods


4,068


3,288$
7,439

$
6,536Property and equipment:Computers and software

$
7,978

$
8,041Equipment


4,908


4,582Furniture and fixtures


1,179


1,26214,065


13,885Less: accumulated depreciation


(7,190
)

(5,191
)$
6,875

$
8,694Accrued liabilities:Customer rebates and accrued sales returns

$
846

$
1,073Accrued payroll and related expenses


3,242


3,053Restructuring (Note 6)


1,770


843Other accrued liabilities


4,052


3,793$
9,910

$
8,762


The
following table summarizes the components of our stock compensation and warrant expense (benefit) for the three and six months ended June 30, 2002 and 2001 (in thousands):

Three Months Ended
June 30,

Six Months Ended
June 30,2002

2001

2002

2001Options granted prior to our initial public offering

$
244

$
604

$
681

$
1,504Options granted to non-employees


625


676


1,226


1,246Option repricings


(5,171
)




2,761


Options assumed in connection with acquisitions


1,236


1,147


2,717


2,396$
(3,066
)
$
2,427

$
7,385

$
5,146


During
the three months ended June 30, 2002, we recognized a net benefit of $5.2 million relating to stock options that were repriced in December 2000 and
April 2001 and in the six months ended June 30, 2002, we recognized a net expense of $2.8 million. Expense or benefit for the increase or decrease, respectively, in the fair
market value of our common stock in excess of the option's exercise price is recognized immediately for vested options and is recognized over the vesting period using an accelerated method for
unvested employee options.

During
the third quarter of 2001, we began a program to focus our business on products and technology, including those obtained through acquisitions, in which we have, or believe we can
achieve, a market leadership position. As part of this program, we decided to cancel numerous products under

7

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development and to remove certain projects from our development plan, to phase out or de-emphasize certain existing products and to integrate the operations of our two recently acquired
companiesCMD Technology (CMD) and Silicon Communication Lab (SCL).

In
connection with this program, in the fourth quarter of 2001, we reduced our workforce by approximately 60 people, or 20% of our workforce. This workforce reduction was the initial
step in eliminating duplicate positions that resulted from our acquisitions, and also represented the elimination of other positions based on our new product and technology focus. Positions were
eliminated from all functional areasoperations, R&D and SG&A. Because of this workforce reduction, we recorded a restructuring expense of $1.5 million in the fourth quarter of
2001, consisting of cash severance-related costs of $599,000, non-cash severance-related costs of $303,000 representing the intrinsic value of modified stock options, an expected loss on
leased facilities of $500,000 and fixed asset write-downs of $50,000. In addition, we reversed $286,000 of unearned compensation, a component of stockholders' equity, for unvested stock options that
were cancelled in connection with employee terminations.

In
the first quarter of 2002, we implemented a second workforce reduction in connection with the program discussed above, eliminating an additional 35 positions, or 13% or our workforce.
Positions were eliminated from all functional areas. This reduction resulted from the continued integration of acquired companies, as well as continued execution of our product and technology
strategy, whereby we decided to phase out the legacy storage subsystem board products we acquired from CMD and to develop new board products only if we believed it would facilitate or accelerate the
use of our storage semiconductor products. In connection with this workforce reduction, we recorded a restructuring expense of $2.2 million in the first quarter of 2002, consisting of cash
severance-related costs of $198,000, non-cash severance-related costs of $318,000 representing the intrinsic value of modified stock options, an expected loss on leased facilities of
$1.2 million and fixed asset write-downs of $500,000. In addition, we reversed $76,000 of unearned compensation, a component of stockholders' equity, for unvested stock options that were
cancelled in connection with employee terminations.

In
April 2002, we decided to transition to a licensing model for our storage subsystem board products, whereby instead of developing, manufacturing and selling board products to
facilitate or accelerate the use of our storage semiconductor products, we will develop and license board designs in exchange for license fees, royalties and the use of our semiconductor products. In
connection with this decision, we implemented a third workforce reduction, eliminating 14 positions, or 5%, of our workforce and recorded restructuring expense of $3.5 million, consisting of
cash severance-related costs of $450,000, non-cash severance-related costs of $1.6 million representing the intrinsic value of modified stock options and fixed asset write-downs of
$1.5 million. This restructuring expense also includes a net benefit of $97,000 resulting from a change in our estimate of the amount of space that will be subleased and a change in the lease
rate to be obtained. We also reversed $302,000 of unearned compensation, a component of stockholders' equity, for unvested stock options that were cancelled in connection with employee terminations.
In connection with our decision to stop selling board products and to transition to a licensing model, we assessed the recoverability of the intangible assets subject to amortization in accordance
with SFAS No. 144. An impairment for acquired technology of $749,000 and patent and other intangible assets of $60,000 was recognized in the quarter ended June 30, 2002 based upon our
projection of significantly reduced future cash flows. Additionally, we reduced our estimate of the useful lives of the remaining intangible assets subject to amortization and will fully amortize
these
assets by the end of 2002. The carrying value of goodwill was also tested for impairment in accordance with SFAS No. 142 during the quarter ended June 30, 2002. Based upon the decisions
made during the quarter, a goodwill impairment loss of $4.4 million was recognized. The fair value used to determine the impairment was estimated using the expected present value of future cash
flows.

Severance
related costs were determined based on the amount of pay people received that was not for services performed and by measuring the intrinsic value of stock options that were
modified to the benefit of terminated employees. The expected loss on leased facilities resulted from our plan to

8

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consolidate our remaining workforce to the extent practicable and sublease any excess space. To determine the expected loss, we compared our lease and operating costs for the space to our estimate of
the net amount we would be able to recover by subleasing the space. This estimate was based on a number of assumptions, including the length of time it will take to secure a tenant, the sublease rate
per square foot, the cost of necessary improvements or modifications and real estate broker commissions. The fixed asset write-downs were determined based on the estimated fair value of assets,
primarily computer hardware and software, that would no longer be utilized after the employees' termination date.

We
expect the headcount reductions and related payments to be completed by the second quarter of 2003. Lease payments will be made through the end of the related lease terms of
July 2003 and November 2005

The
following table presents restructuring activity for 2001 and through June 30, 2002 (in thousands).

|                                        |  | Severance
and Benefits |        | Leased
Facilities |   | Fixed Assets |   | Total |       
|--------------------------------------- |  | ---------------------- | ------ | ----------------- | - | ------------ | - | ----- | ------
|Fourth quarter 2001 provision           |  | $                      | 902    |                   | $ | 500          |   | $     | 50    
|Cash payments                           |  |                        | (191   | )                 |   |             |   |       |      
|Non-cash charges                        |  |                        | (303   | )                 |   | (115         | ) |       |      
|                                        |  |                        |        |                   |   |              |   |       |       
|December 31, 2001 Balance               |  |                        | 408    |                   |   | 385          |   |       | 50    
|First quarter 2002 provision            |  |                        | 516    |                   |   | 1,177        |   |       | 500   
|Cash payments                           |  |                        | (289   | )                 |   | (149         | ) |       |      
|Non-cash charges                        |  |                        | (318   | )                 |   |             |   |       | (550  
|                                        |  |                        |        |                   |   |              |   |       |       
|March 31, 2002 Balance                  |  |                        | 317    |                   |   | 1,413        |   |       |      
|Second quarter 2002 provision (benefit) |  |                        | 2,084  |                   |   | (97          | ) |       | 1,513 
|Cash payments                           |  |                        | (207   | )                 |   | (106         | ) |       |      
|Non-cash charges                        |  |                        | (1,634 | )                 |   |             |   |       | (1,513
|                                        |  |                        |        |                   |   |              |   |       |       
|June 30, 2002 Balance                   |  | $                      | 560    |                   | $ | 1,210        |   | $     |      
|                                        |  |                        |        |                   |   |              |   |       |       

9

---



Revenue
by geographic area was as follows (in thousands):

Three Months Ended
June 30,

Six Months Ended
June 30,2002

2001

2002

2001Taiwan

$
6,554

$
2,988

$
12,639

$
5,657United States


5,654


1,608


10,181


2,784Japan


2,196


2,820


4,363


5,186Hong Kong


2,043


972


3,614


1,235Korea


1,532


2,280


2,600


4,715Other


1,293


1,333


2,962


2,875$
19,272

$
12,001

$
36,359

$
22,452


For
each period presented, substantially all long-lived assets were located within the United States.

For
the three months ended June 30, 2002, two customers each generated 14% and 11% our revenue. For the six months ended June 30, 2002, two customers each generated 13% of
our revenue and, as of June 30, 2002, three customers each represented 18%, 13% and 10% of gross accounts receivable. For the three months ended June 30, 2001, one customer generated 15%
and two customers each generated 12% of our revenue. For the six months ended June 30, 2001, two customers generated 15% and 12% of our revenue. At December 31, 2001, three customers
represented 17%, 16% and 12% of gross accounts receivable.

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

This report contains forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934 and
Section 27A of the Securities Act of 1933. These forward-looking statements involve a number of risks and uncertainties, including those identified in the section of this
Form 10-Q entitled "Factors Affecting Future Results," that may cause actual results to differ materially from those discussed in, or implied by, such forward-looking statements.
Forward-looking statements within this Form 10-Q are in many cases identified by words such as "believes," "anticipates," "expects," "intends," "may," "will" and other similar
expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. We undertake no obligation
to publicly release revisions to these forward-looking statements that may be made to reflect events or circumstances occurring subsequent to the filing of this Form 10-Q with the
SEC. Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the SEC that attempt to advise interested parties of the
risks and factors that may affect our business.

Overview

Silicon Image designs, develops and markets semiconductors, including transmitters, receivers, monitor controllers, video processors and storage ICs, for
applications that require high-bandwidth, cost-effective
solutions for high-speed data communications. Sales of our transmitters, which are used in graphic cards or motherboards, and of our receivers, which are used in flat panel and other
digital displays, generated 65% of our revenue in the first half of 2002, 70% of our 2001 revenue and substantially all of our revenue in 2000 and 1999. Market share for receivers eroded during the
latter half of 2000, throughout 2001 and into 2002, as many OEMs began using an integrated dual-mode monitor controller, which is a chip that incorporates a digital receiver, a
video scaler, and an analog to digital converter. This dual-mode chip has become popular for flat panel displays that are designed to accept both an analog and digital signal. We believe
this dual-mode design represents a transitional

10

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technology; therefore, we do not offer an integrated dual-mode monitor controller. We continue to sell to flat panel display manufacturers by partnering with other companies to supply a
three chip discrete solution that we believe is cost-effective relative to the integrated chip solution. We expect to see continued growth in this market although analyst projections are
that the discrete solution will grow at about half the rate of the integrated controller market. We also remain fully committed to the pure digital solution that is popular in markets like Japan and
currently used in Apple Computer's iMac.

With
respect to transmitters, there was additional competition from Thine and Texas Instruments in 2001, but we continue to maintain our leading position in the market for discrete
transmitters. We believe that the biggest potential risk to our market position is the ability of graphic card manufacturers, like ATI, nVidia, and Matrox, to integrate transmitters into their graphic
chips, thus eliminating the need for our discrete transmitters. We believe this will happen to some degree, but that for the next year or two it will likely be limited to frequency rates associated
with lower resolutions like SGA and XGA. We believe higher resolutions like SXGA and UXGA, particularly associated with larger displays, will continue to require discrete transmitters during this
period because of their ability to deliver the extremely high level of quality required for high resolutions.

In
2000, we began focusing our resources on entering two new marketsstorage and consumer electronics. These are emerging markets that play well to one of our core
competencies, high-speed intelligent serial interfaces, and are projected to experience significant growth rates over the next three years. In February 2002, we announced our
initial product for the storage marketa fully integrated PCI-to-Serial ATA host controller and in June 2002, we announced several design wins for this
product. We are still completing final testing for volume production of our Serial ATA host controller. We will continue to concentrate on product offerings for Serial ATA, 2 Gigabit Fibre Channel and
Serial-Attached SCSI interfaces.

In
the third quarter of 2001, we began a program to focus our business on products and technology, including those obtained through acquisitions, in which we have, or believe we can
achieve, a leadership position. As part of this program, we decided to cancel numerous products under development, to remove certain projects from our development plan, to phase out or
de-emphasize certain existing products and to integrate the operations of our two recently-acquired companiesCMD and SCL. In particular, we intend to concentrate on our
discrete transmitter and receiver products for PCs and displays, and on developing products and establishing industry standards for the consumer electronics and storage markets.

In
connection with this program, we have implemented three workforce reductions eliminating 109 positions, or 36% of our third quarter 2001 workforce, and recorded restructuring expense
of $1.5 million for 2001 and $5.7 million for the first half of 2002. These restructuring actions were the result of our elimination of duplicate positions that resulted from our
acquisitions, as well as the elimination of other positions based on our new product and technology focus, including our decisions to discontinue funding of certain digital video processing projects
and to transition to a licensing model for our storage subsystem board products. This new product and technology focus resulted in a decrease in our estimate of future cash flows from certain acquired
products and technologies and an impairment expense of $29.9 million for 2001 and $5.2 million for the first half of 2002.

Also
in 2001, we decided to leverage our intellectual property portfolio by licensing our PanelLink core technology to companies that participate in markets we have chosen not to
participate in directly. We have signed several license contracts and expect to sign additional contracts over time.

In
April 2002, together with Sony, Philips, Thomson, Toshiba, Matsushita and Hitachi, we announced the formation of working group to define the next-generation digital
interface specification for consumer electronics products. In June 2002, the working group released v0.9 of the draft specification for the High Definition Multimedia Interface (HDMI). The HDMI
specification combines high-definition video and multi-channel audio in one digital interface and uses Silicon Image's patented

11

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underlying DVI technology along with HDCP as the basis for the interface. We anticipate that the HDMI standard will be adopted for use as the standard interconnect between set-top boxes,
A/V receivers, DVD players and digital TVs.

Acquisitions

In 2001 and 2000, we made four strategic acquisitions that were directed at diversifying our product offerings and accelerating our entrance into the storage and
consumer electronics markets. In 2000, we acquired Zillion, a developer of high-speed transmission technology for data storage applications, and DVDO, a provider of digital video
processing systems for the consumer electronics industry. In 2001, we acquired CMD, a provider of storage subsystems and semiconductors designed for storage area networks, and SCL, a provider of
mixed-signal and high-speed circuit designs, including analog-to-digital converters. We will continue to consider acquisitions that we believe can strengthen our
business.

Outlook

We expect sequential quarterly revenue growth throughout the remainder of 2002 of approximately 8-12% and believe our revenue in the third quarter of
2002 will grow approximately 10% from our second quarter revenue. We anticipate overall increased unit volume as we focus on high-growth markets like storage ICs and consumer electronics.
Also contributing to this anticipated increase in
revenue is our new strategy of licensing our technology to companies competing in markets that we do not address. We expect licensing to contribute up to $2.0 million of revenue in the third
quarter of 2002.

Our
expectation of revenue growth in 2002 is based primarily on four assumptions. First, it assumes a projected increase in demand for DVI units in the PC industry. Second, although we
began volume shipments of our Fibre Channel product in the first quarter of 2002, it is difficult to predict exactly when and how aggressively revenue from this product will ramp during 2002. However,
we expect revenue from this product to grow over the remainder of 2002. Third, the release of our SATALink product family has allowed us to win several motherboard designs that could begin to ship
late in the second half of 2002. We expect the current lack of availability of Serial ATA drives to improve in the fourth quarter of 2002 and since interest remains high in our recently announced
SATALink products, we are optimistic about future revenue. Fourth, DVI is beginning to be utilized in various CE products like DVD players, TVs, and set-top boxes and our design activity
leads us to expect quarter-to-quarter revenue growth throughout the year.

Factors
that may cause our actual results to differ materially from those anticipated by our assumptions include the rate at which OEMs adopt DVI, consumer demand in the PC and CE
markets, whether and how quickly OEMs use integrated transmitters rather than our discrete transmitters, and our ability to achieve design wins in the CE and storage markets and the rate at
which new interfaces, such as Serial ATA, Fibre Channel and HDMI, are adopted by OEMs. In addition, the amount and timing of any revenue from new products for the CE and storage markets,
including our recently announced SATALink products, will depend on our ability to achieve design wins with OEMs for these new products, and will be affected by any delays in our completion of
product development and by the ability of a semiconductor foundry to manufacture these products in commercial volumes at an acceptable yield and cost. Also, generating revenue from licensing
arrangements is a lengthy process and once an agreement is in place, the timing of revenue recognition may be dependent on customer acceptance of deliverables, achievement of milestones, and other
factors. Our expectation of licensing revenue for any period could be negatively affected by any of these factors. In addition, our future revenue remains dependent on general economic and market
conditions and will be affected by competition, including competition from integrated transmitter and storage products. We cannot predict the duration or severity of the current downturn in the PC and
display market, or in the general

12

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economy, or their effect on our revenue and operating results. In addition, please see the section "Factors Affecting Future Results."

We
expect our gross margin percentage in the third quarter of 2002 to increase approximately 2 points from the second quarter of 2002 as a result of expense controls and increased
revenue from licensing, which has nominal associated costs.

We
expect R&D and SG&A expenses to decrease sequentially as a percentage of revenue in each quarter of 2002. We expect our third quarter R&D expense to increase $100,000 from the second
quarter of 2002 as we support a higher level of planned new product introductions, and to return to second quarter levels during the fourth quarter. The third and fourth quarter estimates include
savings resulting from planned company shutdowns of one week in each of these quarters. We expect third and
fourth quarter SG&A expense to decrease approximately $200,000 from the second quarter due primarily to the planned shutdowns. We expect R&D and SG&A expenses to decrease sequentially as a percentage
of revenue in each quarter of 2002, and we plan to control such expenses with a goal of reaching 36% of revenue over the next several years.

The
amount of stock compensation and warrant expense recognized in any given period is dependent upon numerous variables, most of which are beyond our control and are extremely difficult
to accurately predict. These variables include the fair market value of our common stock at future points in time, employee terminations, and new issuances of or modifications to stock options.
Assuming that we incur no expense associated with the stock option repricings we have done, which assumes that our stock price does not exceed $5.63 at the end of any of our fiscal quarters in 2002,
we expect our stock compensation and warrant expense to be approximately $15.5 million to $17.0 million in 2002. The expected increase from the $12.4 million of expense incurred
in 2001 is primarily due to the amortization of unearned compensation recorded in connection with our acquisitions in 2001.

We
expect intangible asset amortization expense to be approximately $3.5 million in 2002, assuming such assets do not become impaired and no other acquisitions are made.

Patent
defense costs are related to the lawsuit we filed against Genesis Microchip in April 2001, and acquisition integration costs represent costs incurred to integrate acquired
companies. We expect to incur approximately $4.0 million of expense for patent defense and acquisition integration costs in 2002. The increase from 2001 can be attributed to a full year's worth
of patent defense costs in 2002, versus a partial year in 2001.

We
may incur operating expenses during the remainder of 2002 for impairment of intangible assets, in-process research and development and headcount reductions and exit costs
in connection with restructuring activities. Expenses incurred in connection with any of these activities would be incremental to our expense estimates for 2002 as discussed above.

Commitments, Contingencies and Concentrations

In September 1998, we entered into an agreement with Intel to develop and promote the adoption of a digital display interface specification. In connection
with this agreement, we are required to grant Intel a warrant to purchase 285,714 shares of our common stock at $0.18 per share if a specified milestone is achieved. Upon issuance of this warrant, we
would record an expense equal to its fair value, which was estimated to be $1.7 million at June 30, 2002. We do not expect the milestone requiring the issuance of this warrant will be
achieved.

Historically,
a relatively small number of customers and distributors have generated a significant portion of our revenue. Our top five customers, including distributors, generated 46%
and 51% of our
revenue in the six months ended June 30, 2002 and 2001, respectively. The percentage of revenue generated through distributors tends to be significant, since many OEM's rely upon third party
manufacturers or distributors to provide inventory management and purchasing functions, and was 43%

13

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of revenue in the six months ended June 30, 2002, compared to 50% in the six months ended June 30, 2001. We expect that the percentage of revenue generated through distributors will
increase as our IC business grows.

For
the six months ended June 30, 2002, shipments to Weikeng, an Asian distributor, generated 13% of our revenue and shipments to World Peace International, an Asian distributor,
generated 13% of our revenue. For the year 2001, shipments to Samsung and Compaq, both global customers, each generated 12% of our revenue, and shipments to World Peace International generated 11% of
our revenue. As of June 30, 2002, the following customers represented greater than 10% of gross accounts receivableWorld Peace International18%,
Kanematsu13% and Weikeng10%.

A
significant portion of our revenue is generated from products sold overseas. Sales to customers in Asia, including distributors, generated 64% and 70% of our revenue in the six months
ended June 30, 2002 and 2001, respectively. The reason for our geographical concentration in Asia is that our products are often used as part of flat panel displays, graphic cards and
motherboards, the majority of which are produced in Asia. The percentage of our revenue derived from any country is dependent upon where our end customers choose to manufacture their products.
Accordingly, variability in our geographic revenue is not necessarily indicative of any geographic trends, but rather is the combined effect of new design wins and changes in customer manufacturing
locations. All revenue to date has been denominated in U.S. dollars.

Substantially
all of our sales are made on the basis of purchase orders, rather than long-term agreements. The sales cycle for our products is long, which may cause a delay
between the time we incur expenses and the time we generate revenue from these expenditures. The rate of product orders can vary significantly from quarter to quarter. Consequently, if anticipated
sales and shipments in any quarter do not occur when expected, expenses could be disproportionately high, seriously harming our operating results for that quarter and, potentially, future quarters.

In
connection with our acquisition of CMD, approximately 1.4 million shares are being held in escrow to indemnify us against certain severance costs and damages. We have made
claims to recover approximately 1.0 million shares, which represent approximately $5.0 million in costs and damages. To the extent we receive indemnification for our claims, whether in
the form of shares or cash, we will recognize non-operating income for the value of the consideration received.

Recent Accounting Pronouncements

On January 1, 2002, we adopted Statement of Financial Accounting Standards No. 142 (SFAS No. 142), "Goodwill and Other Intangible Assets."
SFAS No. 142 supersedes Accounting Principles Board Opinion No. 17, "Intangible Assets," and discontinues the amortization of goodwill. In addition, SFAS No. 142 includes
provisions regarding: 1) reclassification of amounts between goodwill and identifiable intangible assets in accordance with the new definition of identifiable intangible assets set forth in
Statement of Financial Accounting Standards No. 141, "Business Combinations;" 2) reassessment of the useful lives of existing recognized intangibles; and 3) testing for impairment
of existing goodwill and other intangibles. In accordance with SFAS No. 142, beginning January 1, 2002, goodwill is no longer amortized, but is reviewed periodically for impairment. We
completed the first step of the transitional goodwill impairment test as of the beginning of fiscal 2002, and the results of that test indicated that our goodwill and other intangible assets were not
impaired as of January 1, 2002. We identified $1.7 million of net identifiable intangible assets to be reclassified to goodwill pursuant to the new definition of intangible assets.
Purchased technology and other intangible assets continued to be amortized over their estimated useful lives of 18 to 42 months using the straight-line method. No changes were made
to the useful lives of amortizable intangible assets in connection with the adoption of SFAS No. 142.

14

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In
October 2001, the FASB issued Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", which supercedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of," and the accounting and reporting provisions of Accounting Principles Board
("APB") No. 30, "Reporting the Results of OperationsReporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions". SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets, including amortizable and non-amortizable
intangible assets, and is effective for our fiscal year beginning on January 1, 2002, as well as for interim periods within 2002. The adoption of SFAS No. 144 did not have a material
effect on our results of operations or financial position.

On
January 1, 2002, we adopted Emerging Issues Task Force ("EITF") No. 01-09, "Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the
Vendor's Products." This EITF requires us to record certain consideration paid to distributors of our products as a reduction of revenue, whereas we previously recorded this consideration as a sales
and marketing expense. Since application of this EITF results in a reclassification of costs, it did not have a material effect on our results of operations or financial position. Furthermore, we do
not consider past consideration to be material and have not reclassified the amount for financial reporting purposes.

Results of Operations for the Three and Six Months Ended June 30, 2002 Compared to Results of Operations for the Three and Six Months Ended June 30, 2001

Revenue.Revenue increased to $19.3 million for the three months ended June 30, 2002, from $12.0 million
for the three months ended June 30, 2001, an increase of 61%. Revenue was $36.4 million for the six months ended June 30, 2002, an increase of 62% from the six months ended
June 30, 2001. The $13.9 million increase in revenue during the six month periods is primarily due to $11.2 million of revenue from products in new marketsCE and
storage. An additional $1.5 million of the increase is due to license revenue. The effect of these increases has been partially offset by increased competition, which has led to decreases in
our unit shipments and a 3% decline in our average selling prices for our host and display products.

Cost of revenue.Cost of revenue consists primarily of costs incurred to manufacture, assemble, test and ship our products,
as well as related overhead costs. Gross margin (revenue minus cost of revenue, as a percentage of revenue), decreased to 52.8% for the three months ended June 30, 2002, from 54.4% for the
three months ended June 30, 2001. Gross margin also decreased to 51.7% for the six months ended June 30, 2002, from 56.2% for the six months ended June 30, 2001. The decrease in
gross margin was primarily due our acquisition of CMD, which has lower margin board products and which negatively affected our gross margins by approximately 4.7% during the first half of 2002 and to
a lesser extent, the effect of lower average selling prices during the first half of 2002. These decreases were partially offset by margins on our license revenue, which has nominal associated costs,
which contributed approximately 2.3% to our gross margin in the first half of 2002. Cost of revenue excludes non-cash stock compensation and warrant expense (benefit) of $(544,000) and
$103,000 for the three months ended June 30, 2002 and 2001, respectively. Including stock compensation and warrant expense, our gross margin would have been 55.7% and 53.8% for the three months
ended June 30, 2002 and 2001, respectively. Cost of revenue excludes $379,000 and $172,000 of non-cash stock compensation and warrant expense for the six months ended
June 30, 2002 and 2001, respectively. Including stock compensation and warrant expense, our gross margin would have been 50.6% and 55.4% for the six months ended June 30, 2002 and 2001,
respectively.

Research and development.R&D consists primarily of compensation and related costs for employees, fees for independent
contractors and prototypes. R&D expense was $8.2 million, or 42.6% of revenue, for the three months ended June 30, 2002, compared to $5.6 million, or 47.0% of revenue, for the
three months ended June 30, 2001. R&D expense was $15.6 million, or 42.9% of revenue, for

15

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the six months ended June 30, 2002, and $10.1 million, or 44.8% of revenue, for the six months ended June 30, 2001. The increase in absolute dollars was primarily due to our
expansion into the storage and consumer electronics markets. R&D excludes non-cash stock compensation and warrant expense (benefit) of $(833,000) and $1.6 million for the three
months ended June 30, 2002 and 2001, respectively. Including stock compensation and warrant expense, R&D would have been $7.4 million and $7.2 million, or 38.3% and 60.1%, of
revenue for the three months ended June 30, 2002 and 2001, respectively. R&D excludes $5.1 million and $3.8 million of non-cash stock compensation and warrant expense
for the six months ended June 30, 2002 and 2001, respectively. Including stock compensation and warrant expense,
R&D would have been $20.6 million and $13.9 million, or 56.8% and 61.8%, of revenue for the six months ended June 30, 2002 and 2001, respectively.

Selling, general and administrative.SG&A consists primarily of employee compensation and benefits, sales commissions, and
marketing and promotional expenses. SG&A expense was $4.6 million, or 23.7% of revenue, for the three months ended June 30, 2002, compared to $4.2 million, or 35.2% of revenue,
for the three months ended June 30, 2001. SG&A expense was $9.5 million, or 26.2% of revenue, for the six months ended June 30, 2002, and $8.4 million, or
37.4%of revenue, for the six months ended June 30, 2001. The increase in absolute dollars was primarily due to an increase in expenses
associated with selling and marketing our storage and consumer electronics products (including commission expense on higher revenue), which was partially offset by the effect of a reduction in
headcount from 110 at June 30, 2001 to 91 at June 30, 2002. Lower SG&A expense as a percentage of revenue is due to our ability to support a higher level of revenue without a comparable
increase in SG&A expense. SG&A excludes non-cash stock compensation and warrant expense (benefit) of $(1.7) million for the three months ended June 30, 2002 and $758,000 for the
three months ended June 30, 2001. Including stock compensation and warrant expense, SG&A expense would have been $2.9 million and $5.0 million, or 15.0% and 41.5% of revenue, for
the three months ended June 30, 2002 and 2001, respectively. SG&A excludes non-cash stock compensation and warrant expense of $2.0 million for the six months ended
June 30, 2002 and $1.2 million for the six months ended June 30, 2001. Including stock compensation and warrant expense, SG&A expense would have been $11.5 million and
$9.6 million, or 31.5% and 42.5% of revenue, for the six months ended June 30, 2002 and 2001, respectively.

Stock compensation and warrant expense (benefit).Stock compensation and warrant expense (benefit) was $(3.1) million, or
(15.9)% of revenue for the three months ended June 30, 2002, and $2.4 million, or 20.2% of revenue, for the three months ended June 30, 2001. Stock compensation and warrant
expense was $7.4 million, or 20.3% of revenue, for the six months ended June 30, 2002, and $5.1 million, or 22.0% of revenue, for the six months ended June 30, 2001. The
decrease in expense during the three month periods was due to the credit we received as a result of a decrease in the fair market value of our common stock from March 31, 2002 to
June 30, 2002. The increase in expense during the six month periods can be attributed primarily to our stock option repricing programs, which generated an expense for the first time in the
first quarter of 2002.

16

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The following table summarizes the components of our stock compensation and warrant expense (benefit) for the three and six month periods ended June 30, 2002 and 2001 (in
thousands).

Three Months Ended
June 30,

Six Months Ended
June 30,2002

2001

2002

2001Options granted prior to our initial public offering

$
244

$
604

$
681

$
1,504Options granted to non-employees


625


676


1,226


1,246Option repricings


(5,171
)




2,761


Options assumed in connection with acquisitions


1,236


1,147


2,717


2,396$
(3,066
)
$
2,427

$
7,385

$
5,146


We
will incur substantial non-cash stock compensation expense in future periods as a result of (1) the issuance of, or modifications to, restricted stock awards and
stock option grants to employees and non-employees, (2) the repricing programs we implemented in 2000 and 2001, and (3) amortization of our existing unearned compensation
balance. Since the expense associated with our option repricing and grants to non-employees is dependent on our stock price, it will fluctuate from period to period and may increase
significantly.

Amortization of goodwill and intangible assets.For the three months ended June 30, 2002, we recorded $857,000 of
expense for the amortization of intangible assets recorded in connection with our acquisitions. This compares to expense of $3.0 million for the three months ended June 30, 2001. For the
six months ended June 30, 2002 and 2001, we recorded $1.8 million and $5.2 million, respectively. A substantial portion of the decrease in all periods can be attributed to
$29.9 million of impairment expense that was recorded in 2001, which reduced the remaining balance subject to future amortization. To a lesser extent, the application of SFAS No. 142,
under which goodwill is no longer amortized, but is reviewed periodically for impairment, also contributed to the decrease in expense.

Patent defense and acquisition integration costs.Patent defense and acquisition integration costs were $683,000 and
$1.4 million for the three and six months ended June 30, 2002, compared to $487,000 for the three and six months ended June 30, 2001. Patent defense costs increased in 2002 due to
increased legal fees incurred in connection with the patent infringement lawsuit we filed against Genesis Microchip in April 2001. Acquisition integration costs represent costs incurred to
integrate CMD and SCL. We do not expect to incur additional integration costs for CMD and SCL, but do expect to incur patent defense costs at least until the middle of 2003.

Restructuring.During the second quarter of 2002, we implemented a third workforce reduction in connection with the program
we began in the third quarter of 2001, eliminating 14 positions. Positions were eliminated from all functional areasoperations, R&D and SG&A. This reduction resulted primarily from our
decision to transition to a licensing model for our storage subsystem board products, whereby instead of developing, manufacturing and selling board products to facilitate or accelerate the use of our
storage semiconductor products, we will develop and license board designs in exchange for license fees, royalties and the use of our semiconductor products. In connection with this workforce
reduction, we recorded restructuring expense in the second quarter of 2002 of $3.5 million, consisting of cash severance-related costs of $450,000, non-cash severance-related costs
of $1.6 million representing the intrinsic value of modified stock options and fixed asset write-downs of $1.5 million. The second quarter restructuring expense also includes a net
benefit of $97,000 resulting from a change in estimate of the amount of space that will be subleased as well as a change in the lease rate to be obtained. In addition, we reversed $302,000 of unearned
compensation, a component of stockholders' equity, for unvested stock options that were cancelled in connection with employee terminations.

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Severance-related
costs were determined based on the amount of pay people received that was not for services performed and by measuring the intrinsic value of stock options that were
modified to the benefit of terminated employees. The expected loss on leased facilities resulted from our plan to
consolidate our remaining workforce to the extent practicable and sublease any excess space. To determine the expected loss, we compared our lease and operating costs for the space to our estimate of
the net amount we would be able to recover by subleasing the space. This estimate was based on a number of assumptions, including the length of time it will take to secure a tenant, the sublease rate
per square foot, the cost of necessary improvements or modifications and real estate broker commissions. The fixed asset write-down was determined based on the estimated fair value of
assets, primarily computer hardware and software that would no longer be utilized after the employees' termination date.

The
following table presents restructuring activity for 2001 and through June 30, 2002 (in thousands). We expect the headcount reductions and related payments to be completed by
the second quarter of 2003. Lease payments will be made through the end of the related lease terms of July 2003 and November 2005.

|                              |  | Severance
and Benefits |        | Leased
Facilities |   | Fixed Assets |   | Total |       
|----------------------------- |  | ---------------------- | ------ | ----------------- | - | ------------ | - | ----- | ------
|Fourth quarter 2001 provision |  | $                      | 902    |                   | $ | 500          |   | $     | 50    
|Cash payments                 |  |                        | (191   | )                 |   |             |   |       |      
|Non-cash charges              |  |                        | (303   | )                 |   | (115         | ) |       |      
|                              |  |                        |        |                   |   |              |   |       |       
|December 31, 2001 Balance     |  |                        | 408    |                   |   | 385          |   |       | 50    
|First quarter 2002 provision  |  |                        | 516    |                   |   | 1,177        |   |       | 500   
|Cash payments                 |  |                        | (289   | )                 |   | (149         | ) |       |      
|Non-cash charges              |  |                        | (318   | )                 |   |             |   |       | (550  
|                              |  |                        |        |                   |   |              |   |       |       
|March 31, 2002 Balance        |  |                        | 317    |                   |   | 1,413        |   |       |      
|Second quarter 2002 provision |  |                        | 2,084  |                   |   | (97          | ) |       | 1,513 
|Cash payments                 |  |                        | (207   | )                 |   | (106         | ) |       |      
|Non-cash charges              |  |                        | (1,634 | )                 |   |             |   |       | (1,513
|                              |  |                        |        |                   |   |              |   |       |       
|June 30, 2002 Balance         |  | $                      | 560    |                   | $ | 1,210        |   | $     |      
|                              |  |                        |        |                   |   |              |   |       |       

Impairment of goodwill and intangible assets.In the second quarter of 2002, we decided to transition to a licensing model
for our storage subsystem board products, whereby instead of developing, manufacturing and selling board products to facilitate or accelerate the use of our storage semiconductor products, we will
develop and license board designs in exchange for license fees, royalties and the use of our semiconductor products.    This decision resulted in a decrease in our estimate of future cash
flows from these products and resulted in a $5.2 million impairment of goodwill and intangible assets acquired in connection with our acquisition of CMD. Additionally, we reduced our estimate
of the useful lives of the remaining intangible assets subject to amortization and will fully amortize these assets by the end of 2002.

In-process research and development.In-process research and development represents the value
assigned to an acquired company's technology that has not reached technological feasibility and that has no alternative future use. During the quarter ended June 30, 2001, we recorded a
one-time operating expense of $1.5 million for in-process research and development incurred in connection with the acquisition of CMD. As of the acquisition date, there
were four identified development projects that met the necessary criteria -Titan 2U, Titan.next, SANBox and IDE Ultra-680. The value of these projects was determined by estimating their
future cash flows from the time they were expected to become commercially feasible, discounting the net cash flows to their present value, and applying a percentage of completion to the calculated
values. The net cash flows from the identified projects were

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based on estimates of revenue, cost of revenue, research and development expenses, selling general and administrative expenses, and applicable income taxes. These estimates did not take into account
any potential synergies that could be realized as a result of the acquisition, and were in line with industry averages and growth estimates for the storage and semiconductor industries.

Revenue
for Titan 2U was expected to commence in the fourth quarter of 2001 and to extend through 2003. Revenue for IDE Ultra-680 was expected to commence in the fourth
quarter of 2001 and extend through 2004, and revenue for both Titan.next and SANBox was expected to commence in 2002 and extend through 2005. We based our revenue projections on estimates of market
size and growth, expected trends in technology and the expected timing of new product introductions by our competitors and us. The discount rate used for all projects was 25%, a rate that is
consistent with the estimated rates of return on our intangible assets. This rate is higher than the industry weighted average cost of capital because of the risks associated with the inherent
uncertainties of the successful development of the in-process research and development, market acceptance of the technology, the useful life of the technology, the profitability level of
such technology and the uncertainty of technological advances.

The
percentage of completion for each project was determined based on research and development expenses incurred immediately prior to the acquisition as a percentage of total estimated
research and development expenses to bring each project to technological feasibility. As of June 30, 2001, we estimated that Titan 2U was 25% complete with total projected costs of $164,000,
that Titan.next was 15% complete with total projected costs of $200,000, that SANBox was 10% complete with total projected costs of $150,000 and that IDE Ultra-680 was 85% complete with
total projected costs of $500,000. Consistent with our projections, revenue related to Titan 2U and IDE Ultra-680 commenced in the fourth of quarter of 2001. As discussed above under
"impairment of goodwill and intangible assets", we no longer expect to introduce Titan.next and SANBox.

Interest Income and other, net.Interest income and other, net decreased to $163,000 for the three months ended
June 30, 2002, from $705,000 for the three months ended June 30, 2001. Interest income and other, net decreased to $433,000 for the six months ended June 30, 2002, from
$1.6 million for the six months ended June 30, 2001. The decrease is primarily due to a decrease in interest rates and, to a lesser extent, a $15.1 million decrease in our cash
and investment balances.

Provision for Income Taxes.We did not record a provision for income taxes in the six months ended June 30, 2002, as
we do not expect to generate book or taxable income in 2002. There was no provision for income taxes in the six months ended June 30, 2001.

At
June 30, 2002, we had a net operating loss carryforward for federal income tax purposes of approximately $38 million that expires in various years through 2022. These
future tax benefits have not been recognized as an asset on our balance sheet due to uncertainties surrounding our ability to generate sufficient taxable income in future periods to realize the
benefits. Under the Tax Reform Act
of 1986, the amounts of, and benefits from, net operating loss carryforwards may be restricted or limited in certain circumstances. We do not expect to be subject to these restrictions or limitations.

Liquidity and Capital Resources

At June 30, 2002, we had $31.9 million of working capital and $37.9 million of cash, cash equivalents and short-term investments.

Operating
activities used $5.3 million of cash during the six months ended June 30, 2002 and $6.2 million of cash during the six months ended June 30, 2001.
During the six months ended June 30, 2002, net loss excluding depreciation, stock compensation and warrant expense, amortization of intangible assets, and the non-cash portion of
our restructuring charges was $7.0 million, which accounts for most of the cash used in operating activities. Increases in accounts payable and accrued liabilities provided $2.3 million
of cash, an increase in accounts receivable used $1.7 million of cash and

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an increased in deferred margin provided $1.3 million of cash. During the six months ended June 30, 2001, net loss excluding depreciation, stock compensation and warrant expense and
amortization of goodwill and intangible assets was $3.8 million. Decreases in accounts payable, accrued expenses and deferred margin used $4.7 million of cash. These uses of cash were
partially offset by a decrease in accounts receivable of $2.4 million.

We
generated $329,000 of cash from investing activities during the six months ended June 30, 2002 and $11.8 million during the six months ended June 30, 2001. The
source of cash in both periods was net proceeds from sales of short-term investments of $2.5 million and $13.2 million, respectively, partially offset by capital expenditures
of $2.2 million and $680,000, respectively. In addition, in the six months ended June 30, 2001, we used cash, net of cash acquired through acquisitions, in the amount of $753,000 for
acquisition costs.

Financing
activities provided $4.2 million of cash in the six months ended June 30, 2002 and $454,000 in the six months ended June 30, 2001. Cash provided by
financing activities in both periods was primarily from stock option exercises and proceeds from sales of shares under our employee stock purchase plan, partially offset by repayments of our capital
leases and other obligations.

In
July 2002, we extended the term of our $3.1 million loan through October 17, 2002. This loan is secured by a certificate of deposit totaling $3.1 million,
and bears interest at 2% above the rate in effect under this certificate of deposit (1.6% at June 30, 2002). We intend to refinance this note over a longer term, although no assurances can be
given as to whether, or on what terms, we will be able to effect such refinancing.

Our
contractual obligations at June 30, 2002, and the effect such obligations are expected to have on our liquidity and cash flow in future periods, have not changed materially
since December 31, 2001 as described in our Form 10-K.

Based
on our expected cash usage, we believe our existing cash balance is sufficient to meet our capital and operating requirements for at least the next 12 months. Operating and
capital requirements depend on many factors, including the levels at which we generate revenue and maintain margins, inventory and accounts receivable, the cost of securing access to adequate
manufacturing capacity and our operating expenses. To the extent existing resources and cash from operations are insufficient to support our activities, we may need to raise additional funds through
public or private equity or debt financing. These funds may not be available, or if available, we may not be able to obtain them on terms favorable to our stockholders or us.

Factors Affecting Future Results

You should carefully consider the following risk factors, together with all other information contained or incorporated by reference in this filing, before you decide to
purchase shares of our common stock. These factors could cause our future results to differ materially from those expressed in or implied by forward-looking statements made by us. Additional risks and
uncertainties not presently known to us or that we currently deem immaterial may also harm our business. The trading price of our common stock could decline due to any of these risks, and you may lose
all or part of your investment.

We have a limited operating history and operate in rapidly evolving markets, which make it difficult to evaluate our future prospects.

We
were founded in 1995 and have a limited operating history, which makes an evaluation of our future success difficult. In addition, the revenue and income potential of our business and
the markets we serve is unproven. We began volume shipments of our first display products in the third quarter of 1997. The Digital Visual Interface, or DVI, specification, which is based on
technology developed by us and used in many of our products, was first published in April 1999. The DVI specification defines a

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high-speed data communication link between computers and digital displays, such as flat panel displays, projectors and cathode ray tubes. We have only recently completed our first
generation of consumer electronics and storage IC products. Accordingly, we face risks and difficulties frequently encountered
by early-stage companies in new and rapidly-evolving markets. If we do not successfully address these risks and difficulties, our results of operations could be negatively affected.

We have a history of losses and may not become profitable.

We have incurred net losses in each quarter since our inception, including losses of $27.3 million in the six months ended June 30, 2002,
$76.1 million in 2001, $23.2 million in 2000, and $7.6 million in 1999. We expect to continue to incur net losses for the foreseeable future. Accordingly, we may not achieve and
sustain profitability.

Our quarterly operating results may fluctuate significantly and are difficult to predict.

Our quarterly operating results are likely to vary significantly in the future based on a number of factors over which we have little or no control. These factors
include, but are not limited to:



Because
we have little or no control over these factors, our operating results are difficult to predict. Any substantial adverse change in any of these factors could negatively affect
our business and results of operations.

Our future quarterly operating results are highly dependent upon how well we manage our business.

Our quarterly operating results may fluctuate based on how well we manage our business. Some of the factors that may affect how well we manage our business
include the following:



If
we fail to effectively manage our business, this could adversely affect our results of operations.

The licensing component of our business strategy may not be successful.

Part of our business strategy is to license certain of our technology to companies that address markets in which we do not want to directly participate. We have
limited experience marketing and selling our technology on a licensing basis. We signed our first license contracts during the six months

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ended June 30, 2002; however, there can be no assurance that additional companies will be interested in licensing our technology on commercially favorable terms or at all. We also cannot
ensure that companies who license our technology will pay agreed upon royalties, will not infringe upon or misappropriate our intellectual property and will maintain the confidentiality of our
proprietary information. Licensing arrangements are complex and take a significant amount of time to formalize. Additionally, once an agreement is in place, the timing of revenue recognition may be
dependent on customer acceptance of deliverables, achievement of milestones, and other factors. Due to these factors, the amount of license revenue recognized in any period may differ significantly
from our expectations.

Our strategic restructuring program may not be successful.

During the third quarter of 2001, we began a program to focus our business on products and technology, including those obtained through acquisitions, in which we
have, or believe we can achieve, a leadership position. As part of this program, we decided to cancel numerous products under development and to remove certain projects from our development plan, to
phase out or de-emphasize certain existing products and to integrate the operations of our two recently acquired companiesCMD and SCL. In particular, we intend to concentrate
on our discrete transmitter and receiver products for PCs and displays, and on developing products and establishing industry standards for the consumer electronics and storage markets. We expect that
we will continue to generate revenue from sales of products being phased out or de-emphasized for a limited period of time and that costs for selling and marketing these products will be
minimal due to the limited resources allocated for this purpose. Products to be phased out or de-emphasized represented approximately 6% of our revenue in 2001 and 3% of our revenue for
the six months ended June 30, 2002. In connection with this program, we have implemented three workforce reductions eliminating 109 positions, or 36% of our third quarter 2001workforce, and
have recorded restructuring expense of $7.2 million.

There
is no guarantee that our strategic restructuring program will be successful. The consumer electronics market and storage market for devices using a Fibre Channel or Serial ATA
interface are still developing and evolving and we are still developing our first generation of products for these markets. We have only recently begun to achieve design wins with our CE devices, such
as set-top boxes and digital televisions, storage devices using the Fibre Channel interface, such as Fibre Channel Host Bus Adapters and Switches, and Serial ATA host controllers.
Consequently, we may not achieve a leadership position in these markets. We may face customer dissatisfaction and negative publicity due to our decision to phase out or de-emphasize
certain existing products and to cancel development projects. This could increase our costs, damage our reputation and distract our management. If we are ineffective at implementing or managing our
strategic restructuring program, our business could be harmed.

We face intense competition in our markets, which may lead to reduce revenue from sales of our products and increased losses.

The high-speed communication, display and storage semiconductor industries are intensely competitive. These markets are characterized by rapid
technological change, evolving standards, short product life cycles and declining selling prices. Our current display products face competition from a number of sources, including analog solutions,
DVI-based solutions, dual (analog- and DVI-based) solutions and other digital interface solutions. We expect competition in the display market to increase. For example, Analog
Devices, ATI, Broadcom, Chrontel, Genesis Microchip, Matrox, National Semiconductor, nVidia, Phillips, Pixelworks, Sage (now owned by Genesis), SIS, Smart ASIC, ST Microelectronics, Texas Instruments
and Thine have all begun shipping products or announced intentions to introduce products that we expect will compete with our PanelLink products. Other companies have announced DVI-based
solutions and we expect that additional companies are likely to enter the market. In the future, our current or potential customers may also develop their own

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proprietary solutions that would likely be the integration of a DVI transmitter or receiver into one of their products.

Our
video processing products face competition from products sold by AV Science, Broadcom, Focus Enhancements, Genesis, nDSP, N/S Mediamatics, Pixelworks, Sage (now owned by Genesis),
and Trident. We also compete, in some instances, against in-house processing solutions designed by large original equipment manufacturers.

In
the storage market, our Fibre Channel product faces competition from companies selling similar discrete products, including Agilent and Vitesse, from other Fibre Channel SerDes
providers who license their core technology such as LSI Logic, and from companies that sell HBA controllers with integrated SerDes, such as QLogic and Agilent.

Our
Serial ATA products compete with similar products from Marvell. In addition, other companies have developed or announced intentions to develop SATA controllers such as Adaptec, APT,
Intel, LSI Logic, Promise and Vitesse. We also may compete against Intel and other motherboard chip-set makers that may integrate SATA functionality into their chipsets.

Our
Parallel ATA products compete with IC vendors including Promise and Highpoint. Our RAID controller board products face competition from Mylex, Infortrend, and Chaparral.

Some
of these competitors have already established supplier or joint development relationships with current or potential customers and may be able to leverage their existing
relationships to discourage these customers from purchasing products from us or persuade them to replace our storage products with theirs. Many of our competitors have longer operating histories,
greater presence in key markets, better name recognition, access to larger customer bases and significantly more financial, sales and marketing, manufacturing, distribution, technical and other
resources than we do. In addition, some of our competitors could merge which may enhance their market presence. As a result, they may be able to adapt more quickly to new or emerging technologies and
customer requirements, or devote more resources to the promotion and sale of their products. We cannot assure you that we can compete successfully against current or potential competitors, or that
competition will not reduce our revenue and increase our losses.

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Growth of the market for our products for both computers and digital displays depends on the widespread adoption and use of the DVI specification.

Our success is largely dependent upon the rapid and widespread adoption of the DVI specification, which defines a high-speed data communication link
between computers and digital displays. We cannot predict the rate at which manufacturers of computers and digital displays will adopt the DVI specification. To date, relatively few systems
implementing all of the electrical and mechanical aspects of the DVI specification have been shipped. Adoption of the DVI specification may be affected by the availability of computer components able
to communicate DVI-compliant signals, such as transmitters, receivers, connectors and cables necessary to implement the specification. Other specifications may also emerge that could
adversely affect the acceptance of the DVI specification. For example, a number of companies have promoted alternatives to the DVI specification using other interface technologies, such as low voltage
differential signaling, or LVDS. Delays in the widespread adoption of the DVI specification could reduce acceptance of our products, limit or reduce our revenue growth and increase our losses.

Our ability to increase sales of our products for display systems depends on host system manufacturers including DVI-compliant transmitters in their systems.

Our success depends on increasing sales of our receiver products to display manufacturers. To increase sales of our receiver products, we need computer
manufacturers to incorporate DVI-compliant transmitters in their systems, making these systems digital-ready. If computers are not digital-ready, they will not operate with their digital
displays, which will limit and may reduce the demand for our digital receiver products.

Our success depends on the growth of the new and emerging digital display market.

Our business depends on the growth of the new and emerging digital display market. The potential size of the digital display market and its rate of development
are uncertain and will depend on many factors, including:



In
order for the digital display market to grow, digital displays must be widely available and affordable to consumers. In the past, the supply of digital displays, such as flat panels,
has been cyclical and consumers have been very price sensitive. In addition, although there has been initial interest in cathode ray tubes with a digital interface, to date only a few manufacturers
have announced intentions to manufacture digital cathode ray tubes and very few manufacturers have made such displays available for purchase. Also, some manufacturers have implemented DVI interfaces
that are not fully DVI-compliant. These interfaces often interfere with the operability of our products which function best with a fully DVI-compliant interface. Our ability to
sustain or increase our revenue may be limited should there not be an adequate supply of, or demand for, affordable digital displays with fully DVI-compliant interfaces.

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Our success depends on the development and growth of markets for products based on new and emerging storage technologies.

Our
product development efforts in the storage market are focused on the development of products using new interface technologies such as Fibre Channel and Serial ATA. The markets for
these new interface technologies are at an early stage of development, and there can be no assurance that they will replace other storage interfaces that are now widely used, such as Parallel ATA and
SCSI. The potential size and rate of development of these markets are uncertain and will depend on many factors, including:



In
particular, the rate of implementation of the Serial ATA interface will depend on how quickly drive manufacturers, motherboard and PC providers and chipmakers are able to resolve
technical communication and functionality issues to enable a "plug and play" environment where a computer system is automatically able to recognize and configure storage devices. Resolution of these
issues could be time-consuming, and will depend in good measure on the ability of chipmakers to incorporate the required high-speed serial data transfer capabilities into their
semiconductors without sacrificing manufacturing yields.

Any
delay in acceptance of new interface technologies, or a reduction in the growth or size of the market for systems based on Serial ATA or Fibre Channel technologies would limit sales
of our storage products and reduce our revenue.

To
date, we have achieved only a limited number of design wins for our Serial ATA and Fibre Channel storage products. Even after we have achieved a design win from an OEM, we may not
realize any revenue, or significant revenue, from that OEM since a design win is not a binding commitment to purchase our products and the OEM may not achieve market acceptance for their product.

A significant amount of our revenue is generated by products for the PC industry, which is an industry that has slowed in growth.

Approximately 70% of our 2001 revenue and 65% of our revenue for the six months ended June 30, 2002 was generated from our products for PCs and
PC-related displays. Accordingly, we are dependent on the PC industry, which experienced a slowdown in growth during the second half of 2000 that continued throughout 2001, and into 2002.
We cannot predict the duration or severity of the downturn in the PC and display market, or in the general economy, or its effect on our revenue and operating results. If the market for PCs and
PC-related displays continues to grow at a slow rate or contracts whether due to reduced demand from end users, macroeconomic conditions or other factors, our business and results of
operations could be negatively affected.

Although
we are attempting to broaden our product offerings to include products for the consumer electronics and storage markets, there can be no guarantee that we will succeed in this
effort. To date, we have only achieved limited design wins in the consumer electronics industry. If we fail to consistently achieve design wins in the consumer electronics and storage markets, we will
remain highly dependent on the PC industry.

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Our lengthy sales cycle can result in a delay between incurring expenses and generating revenue, which could harm our operating results.

Because our products, including our Serial ATA products announced in February 2002, are based on new technology and standards, a lengthy sales process,
typically requiring several months or more, is often required before potential customers begin the technical evaluation of our products. This technical evaluation can exceed nine months, and it can
then be an additional nine months before a customer commences volume shipments of systems incorporating our products, if at all. Given our lengthy sales cycle, we may experience a delay between the
time we incur expenditures and the time we generate revenue, if any. As a result, our operating results could be seriously harmed if a significant customer reduces or delays orders, or chooses not to
release products incorporating our products.

We depend on a few key customers and the loss of any of them could significantly reduce our revenue.

Historically, a relatively small number of customers and distributors have generated a significant portion of our revenue. For the six months ended
June 30, 2002, shipments to Weikeng, an Asian distributor, generated 13% of our revenue and shipments to World Peace International, an Asian distributor, generated 13% of our revenue. For the
year 2001, shipments to Samsung and Compaq, a global customer, each generated 12% of our revenue, and shipments to World Peace International generated 11% of our revenue. We cannot be certain that
customers and key distributors that have accounted for significant revenue in past periods, individually or as a group, will continue to sell our products and generate revenue. As a result of this
concentration of our customers, our results of operations could be negatively affected if any of the following occurs:



Due
to our recent acquisitions and entrance into new markets, our customer base has broadened significantly and we therefore anticipate being less dependent on a relatively small number
of customers to generate revenue. However, as product mix may fluctuate from quarter to quarter, we may become more dependent on a small number of customers or a single customer for a significant
portion of our revenue in a particular quarter, the loss of which could adversely affect our operating results.

We sell our products through distributors, which limits our direct interaction with our customers, therefore reducing our ability to forecast sales and increasing the
complexity of our business.

Many original equipment manufacturers rely on third-party manufacturers or distributors to provide inventory management and purchasing functions. Distributors
generated 43% of our revenue for the six months ended June 30, 2002 and 40% of our revenue for 2001. We expect the percentage of revenue generated through distributors in 2002 to increase as
our IC business grows at a faster rate than our storage sub-systems business. Selling through distributors reduces our ability to forecast sales and increases the complexity of our
business, requiring us to:



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Any
failure to manage these challenges could disrupt or reduce sales of our products.

We
are sometimes required to maintain certain levels of our inventory at a customer's or intermediary's site in line with a customer's projection of their requirements. These customer
projections are generally non-binding and we risk excess and obsolete inventory in the event that the customer's projections decrease or do not materialize and we cannot
re-allocate the inventory to other customers. Any of these events may adversely affect our results of operations.

Our success depends on the development and introduction of new products, which we may not be able to do in a timely manner because the process of developing
high-speed semiconductor products is complex and costly.

The development of new products is highly complex, and we have experienced delays, some of which exceeded one year, in the development and introduction of new
products on several occasions in the past. In February 2002, we announced our SATALink storage product family and we expect to introduce new consumer electronics, storage, transmitter and
receiver products in the future. As our products integrate new, more advanced functions, they become more complex and increasingly difficult to design and debug. Successful product development and
introduction depends on a number of factors, including, but not limited to:



Accomplishing
all of this is extremely challenging, time-consuming and expensive. We cannot assure you that we will succeed. Product development delays may result from
unanticipated engineering complexities, changing market or competitive product requirements or specifications, difficulties in overcoming resource limitations, the inability to license third party
technology or other factors. If we are not able to develop and introduce our products successfully and in a timely manner, our costs could increase or our revenue could decrease, both of which would
adversely affect our operating results.

We
plan to introduce new products for the storage market, including our recently announced Serial ATA products. We do not expect to begin generating revenue from these products before
the second half of 2002, and it is possible that we may experience delays beyond this period in generating revenue from these products. To date, we have achieved only limited design wins for our new
Serial ATA products. We are still working with a semiconductor foundry and with potential customers to complete
product development and to validate manufacturing methods and processes to support volume production. Each of these steps may involve unanticipated difficulties, which could delay product introduction
and reduce market acceptance of the product. There can be no assurance that we will be able to achieve design wins for these or any of our planned new products, that we will be able to complete
development of these products when anticipated, or that these products can be manufactured in commercial volumes at acceptable yields. Failure to develop and introduce Serial ATA products successfully
and in a timely manner may adversely affect our results of operations.

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We have made acquisitions in the past and may make acquisitions in the future, if advisable, and these acquisitions involve numerous risks.

Our growth depends upon market growth and our ability to enhance our existing products and introduce new products on a timely basis. One of the ways we develop
new products and enter new markets is through acquisitions of other companies. In 2000, we completed the acquisitions of Zillion Technologies, LLC and DVDO, Inc., and in 2001, we completed the
acquisitions of CMD Technology Inc. and Silicon Communication Lab, Inc. (SCL). Acquisitions of high-technology companies involve numerous risks, including, but not limited
to, the following:



No
assurance can be given that our acquisitions of Zillion, DVDO, CMD or SCL, or our future acquisitions, if any, will be successful and will not adversely affect our business, operating
results or financial condition. Failure to manage growth effectively and to successfully integrate acquisitions made by us could materially harm our business and operating results.

The cyclical nature of the semiconductor industry may create fluctuations in our foundry, test and assembly capacity.

In the past, the semiconductor industry has been characterized by significant downturns and wide fluctuations in supply and demand. For example, demand in the
semiconductor industry rose to record levels in 1999, but is currently in a downward cycle. The industry has also experienced significant fluctuations in anticipation of changes in general economic
conditions. This cyclicality has led to significant fluctuations in product demand and in the foundry, test and assembly capacity of third party suppliers. Production capacity for semiconductors
fabricated using 0.18 micron technology, currently the most advanced technology used in mass production, is somewhat limited. This may impact our ability to meet demand and could also increase our
production costs. We expect that less than 5% of our 2002 revenue will be generated by products that are manufactured using 0.18 micron technology. Cyclicality has also accelerated decreases in
average selling prices per unit. We may experience fluctuations in our future financial results because of changes in industry-wide conditions.

We depend on third-party sub-contractors to manufacture, assemble and test nearly all of our products, which reduces our control over the production process.

We do not own or operate a semiconductor fabrication facility. We rely almost entirely on Taiwan Semiconductor Manufacturing Company (TSMC), an outside foundry,
to produce all of our display-related semiconductor products. We also rely on Kawasaki and Atmel, who are also outside foundries, to produce our storage semiconductor products. Our reliance on
independent foundries involves a number of significant risks, including, but not limited to:



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For
example, production capacity for semiconductors fabricated using 0.18 micron technology, currently the most advanced technology used in mass production, is somewhat limited. This may
impact our ability to meet demand and could also increase our production costs. We expect that less than 5% of our 2002 revenue will be generated by products that are manufactured using 0.18 micron
technology.

In
addition, our semiconductor products are assembled and tested by several independent sub-contractors. We do not have a long-term supply agreement with our
sub-contractors, and instead obtain production services on a purchase order basis. Our outside sub-contractors have no obligation to supply products to us for any specific
period of time, in any specific quantity or at any specific price, except as set forth in a particular purchase order. Our requirements represent a small portion of the total production capacity of
our outside foundries, assembly and test facilities and our sub-contractors may reallocate capacity to other customers even during periods of high demand for our products. If our
sub-contractors are unable or unwilling to continue manufacturing our products in the required volumes, at acceptable quality, yields and costs, and in a timely manner, our business would
be substantially harmed. As a result, we would have to identify and qualify substitute contractors, which would be time-consuming, costly and difficult. This qualification process may also
require significant effort by our customers. In addition, if competition for foundry, assembly and test capacity increases, our product costs may increase and we may be required to pay significant
amounts or make significant purchase commitments to secure access to production services.

The nature of our production process is complex, which reduces identification of problems until well into the production cycle.

The manufacture of semiconductors is a complex process, and it is often difficult for semiconductor foundries to achieve acceptable product yields. Product yields
depend on both our product design and the manufacturing process technology unique to the semiconductor foundry. Since low yields may result from either design or process difficulties, identifying
yield problems can only occur well into the production cycle, when an actual product exists that can be analyzed and tested.

Further,
we only test our products after they are assembled, as their high-speed nature makes earlier testing difficult and expensive. As a result, defects are not discovered
until after assembly. This could result in a substantial number of defective products being assembled and tested, thus lowering our yields and increasing our costs. These risks could result in product
shortages or increased costs of assembling and testing our products.

Although
we test our products before shipment, they are complex and may contain defects and errors. In the past, we have encountered defects and errors in our products. Because our
products are sometimes integrated with products from other vendors, it may be difficult to identify the source of any particular problem. Delivery of products with defects or reliability, quality or
compatibility problems, may damage our reputation and our ability to retain existing customers and attract new customers. In addition, product defects and errors could result in additional development
costs, diversion of technical resources, delayed product shipments, increased product returns, and product liability claims against us that may not be fully covered by insurance.

We face foreign business, political and economic risks because a majority of our products and our customers' products are manufactured and sold outside of the United States.

A substantial portion of our business is conducted outside of the United States, and as a result, we are subject to foreign business, political and economic
risks. Nearly all of our products are manufactured in Taiwan or elsewhere in Asia, and for the six months ended June 30, 2002 and the year 2001, 72% and 79%, respectively, of our revenue was
generated from customers and distributors located outside of the United States, primarily in Asia. We anticipate that sales outside of the United

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States will continue to account for a substantial portion of our revenue in future periods. Accordingly, we are subject to international risks, including, but not limited to:



These
risks could adversely affect our business and our results of operations. In addition, original equipment manufacturers who design our semiconductors into their products sell them
outside of the United States. This exposes us indirectly to foreign risks. Because sales of our products are denominated exclusively in United States dollars, increases in the value of the United
States dollar will increase the foreign currency price equivalent of our products, which could lead to a reduction in sales and profits in that country.

The success of our business depends upon our ability to adequately protect our intellectual property.

We rely on a combination of patent, copyright, trademark, mask work and trade secret laws, as well as nondisclosure agreements and other methods, to protect our
proprietary technologies. We have been issued patents and have a number of pending patent applications. However, we cannot assure you that any patents will be issued as a result of any applications
or, if issued, that any claims allowed will protect our technology. In addition, we do not file patent applications on a worldwide basis, meaning we do not have patent protection in some
jurisdictions. It is possible that existing or future patents may be challenged, invalidated or circumvented and effective patent, copyright, trademark and trade secret protection may be unavailable
or limited in foreign countries. It may be possible for a third party to copy or otherwise obtain and use our products or technology without authorization, develop similar technology independently or
design around our patents in the United States and in other jurisdictions. It is also possible that some of our existing or new licensing relationships will enable other parties to use our
intellectual property to compete against us. Legal actions to enforce intellectual property rights tend to be lengthy and expensive, and the outcome often is not predictable. As a result, despite our
efforts and expenses, we may be unable to prevent others from infringing upon or misappropriating our intellectual property, which could harm our business.

Our participation in the Digital Display Working Group requires us to license some of our intellectual property for free, which may make it easier for others to compete with
us.

We are a promoter of the Digital Display Working Group, which published and promotes the DVI specification. Our strategy includes establishing the DVI
specification as the industry standard, promoting and enhancing this specification and developing and marketing products based on this specification and future enhancements. As a result:



Accordingly,
companies that implement the DVI specification in their products can use specific elements of our intellectual property for free to compete with us.

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We have granted Intel rights with respect to our intellectual property, which could allow Intel to develop products that compete with ours or otherwise reduce the value of our
intellectual property.

We have entered into a patent cross-license agreement with Intel in which each of us granted the other a license to use the grantor's patents, except for
identified types of products. We believe that the scope of our license to Intel excludes our current products and anticipated future products. Intel could, however, exercise its rights under this
agreement to use our patents to develop and market other products that compete with ours, without payment to us. Additionally, Intel's rights to our patents could reduce the value of our patents to
any third party who otherwise might be interested in acquiring rights to use our patents in such products. Finally, Intel could endorse a competing digital interface, or develop its own proprietary
digital interface. Any of these actions could substantially harm our business and results of operations.

We are and may continue to become the target of securities class action suits which could result in substantial costs and divert management attention and resources.

Securities class action suits are often brought against companies following periods of volatility in the market price of their securities. Defending against these
suits, even if without merit, can result in substantial costs to us and could divert the attention of our management. We and certain of our officers and directors, together with certain investment
banks, have been named as defendants in a securities class action suit filed against us on behalf of purchasers of our securities between October 5, 1999 and December 6, 2000. It is
alleged that the prospectus related to our initial public offering was misleading because it failed to disclose that the underwriters of our initial public offering had solicited and received
excessive commissions from certain investors in exchange for agreements by investors to buy our shares in the aftermarket for predetermined prices. Due to inherent uncertainties in litigation, we
cannot accurately predict the outcome of this potential litigation. We believe that these claims are without merit and we intend to defend vigorously against them. However, these claims and any other
that may be brought, even if not meritorious, could require us to incur expenses and could divert our management's attention and resources. In addition, any unfavorable outcome of this possible
litigation could adversely impact our business, financial condition and results of operations.

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We may become engaged in intellectual property litigation that could be time-consuming, may be expensive to defend, and could adversely affect our ability to sell
our product.

In recent years, there has been significant litigation in the United States and in other jurisdictions involving patents and other intellectual property rights.
This litigation is particularly prevalent in the semiconductor industry, in which a number of companies aggressively use their patent portfolios to bring infringement claims. In addition, in recent
years, there has been an increase in the filing of so-called "nuisance suits," alleging infringement of intellectual property rights. These claims may be asserted as counterclaims in
response to claims made by a company alleging infringement of intellectual property rights. These suits pressure defendants into entering settlement arrangements to quickly dispose of such suits,
regardless of merit.

In
April 2001, we filed suit against Genesis Microchip for infringement of one of our U.S. patents. At that time, we also filed a complaint against Genesis for unlawful trade
practices related to the importation of articles infringing our patent. In February 2002, our motion to dismiss the unlawful trade practices complaint was granted and we filed an amended
complaint against Genesis alleging infringement of two of our U.S. patents. These patents relate to our DVI receiver products, which generate a significant portion of our revenue. The amended
complaint seeks a declaration that Genesis has infringed our patents, that Genesis' behavior is not licensed, an injunction to halt the importation, sale, manufacture and use of Genesis DVI receiver
chips that infringe our patents, and monetary damages. In April 2002, Genesis answered and made counterclaims against us for non-infringement, license, patent invalidity, fraud,
antitrust, unfair competition and patent misuse. We filed a motion to dismiss certain of Genesis' counterclaims. In addition, we filed a motion to bifurcate trial of the counterclaims to the extent
the court does not dismiss them. In May 2002, the Court granted our motion to dismiss certain of the counterclaims, with leave to amend. Genesis re-filed counterclaims against us
for fraud and patent misuse. We have filed another motion to dismiss these counterclaims. In the opinion of management, the counterclaims are without merit. We intend to vigorously prosecute the case
and to defend ourselves against the counterclaims. We expect that jury selection for trial will begin in January 2003.

There
can be no assurance that we will prevail in this litigation. While this litigation is pending, Genesis can use the technology covered by these patents to develop products that
might compete with ours. If we are unsuccessful in this litigation, we could be unable to prevent Genesis or others from using the technology covered by this patent. Even if we do prevail in this
litigation, uncertainties regarding the outcome prior to that time may reduce demand for our products. In addition, further disputes may occur regarding the scope of the intellectual property license
we have granted to Digital Display Working Group participants for use in implementing the DVI specification in their products.
These disputes may result in additional costly and time-consuming litigation or the license of additional elements of our intellectual property for free.

Any
potential intellectual property litigation against us could also force us to do one or more of the following:



If
we are forced to take any of these actions, we may be unable to manufacture and sell our products. We may be exposed to liability for monetary damages, the extent of which would be
very difficult to accurately predict. In addition, we may be exposed to customer claims, for potential indemnity obligations, and to customer dissatisfaction and a discontinuance of purchases of our

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products while the litigation is pending. Any of these consequences could substantially harm our business and results of operations.

We must attract and retain qualified personnel to be successful, and competition for qualified personnel is increasing in our market.

Our success depends to a significant extent upon the continued contributions of our key management, technical and sales personnel, many of whom would be difficult
to replace. The loss of one or more of these employees could harm our business. We do not have key person life insurance for any of our key personnel. Our success also depends on our ability to
identify, attract and retain qualified technical, sales, marketing, finance and managerial personnel. Competition for qualified personnel is particularly intense in our industry and in our location.
This makes it difficult to retain our key personnel and to recruit highly-qualified personnel. We have experienced, and may continue to experience, difficulty in hiring and retaining candidates with
appropriate qualifications. To be successful, we need to hire candidates with appropriate qualifications and retain our key executives and employees.

Our recent workforce reductions may seriously harm our business.

In connection with the program we began in the third quarter of 2001 to focus our business on products and technology in which we have, or believe we can achieve,
a leadership position, we have implemented three workforce reductions, eliminating a total of 109 positions. As a result of the elimination of these positions, our marketing, sales and customer
support capabilities could be reduced, our ability to respond to unexpected challenges may be impaired, and we may be unable to take advantage of new opportunities. These workforce reductions, or
future workforce reductions, if any, may reduce employee morale and create concern among existing employees about job security, which could lead to increased turnover. Workforce reductions may also
raise concerns among customers, suppliers and other corporate partners regarding our continued viability. Further, these workforce reductions may subject us to the risk of litigation, which could be
costly to defend, divert the attention of management and subject us to possible liability for damages.

Industry cycles may strain our management and resources.

Cycles of growth and contraction in our industry may strain our management and resources. To manage these industry cycles effectively, we must:



If
we cannot manage industry cycles effectively, our business could be seriously harmed.

Our operations and the operations of our significant customers, third-party wafer foundries and third-party assembly and test subcontractors are located in areas susceptible to
natural disasters.

Our operations are headquartered in the San Francisco Bay Area, which is susceptible to earthquakes, and the operations of CMD, which we acquired, are based in
the Los Angeles area, which is also susceptible to earthquakes. TSMC, the outside foundry that produces the majority of our semiconductor products, is located in Taiwan. Advanced Semiconductor
Engineering, or ASE, one of the subcontractors that assembles and tests our semiconductor products, is also located in Taiwan. For the six months ended June 30, 2002, customers and distributors
located in Taiwan generated 35% of

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our revenue and customers and distributors located in Japan generated 12% of our revenue. For 2001, customers and distributors located in Taiwan generated 25% of our revenue and customers and
distributors located in Japan generated 16% of our revenue. Both Taiwan and Japan are susceptible to earthquakes, typhoons and other natural disasters.

Our
business would be negatively affected if any of the following occurred:



Our operations are located in areas susceptible to disruptions of electricity service and possibly severe increases in the costs of electric power and energy.

Our operations are primarily based in the San Francisco Bay Area and Los Angeles area, which like much of California are susceptible to disruptions of electricity
service. California's Independent Systems Operator has ordered disruptions of electric services on a rotating basis. As much of our technology development and normal business activities require use of
electric power, any, even short-term, interruption in electric service could damage our business. Moreover, we may face a significant increase in the cost of energy, which could increase
our costs and adversely affect our operating results.

Provisions of our charter documents and Delaware law could prevent or delay a change in control, and may reduce the market price of our common stock.

Provisions
of our certificate of incorporation and bylaws may discourage, delay or prevent a merger or acquisition that a stockholder may consider favorable. These provisions include:



Provisions
of Delaware law also may discourage, delay or prevent someone from acquiring or merging with us.

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The price of our stock fluctuates substantially and may continue to do so.

The stock market has experienced extreme price and volume fluctuations that have affected the market valuation of many technology companies, including Silicon
Image. These factors, as well as general economic and political conditions, may materially and adversely affect the market price of our common stock in the future. The market price of our common stock
has fluctuated significantly and may continue to fluctuate in response to a number of factors, including, but not limited to:



Due
to these factors, the price of our stock may decline. In addition, the stock market experiences volatility that is often unrelated to the performance of particular companies. These
market fluctuations may cause our stock price to decline regardless of our performance.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

Our cash equivalents and short-term investments consist primarily of fixed-income securities that are subject to interest rate risk and will decline
in value if interest rates increase. Due to the short duration of our cash equivalents and short-term investments, an immediate 10% change in interest rates would not be expected to have a
material effect on our near-term results of operations or financial condition. Our long-term capital lease obligations bear interest at fixed rates; therefore, our results of
operations would not be affected by immediate changes in interest rates. Also, components of our stock compensation expense are tied to our stock price. Changes in our stock price can have a
significant affect on the amount recorded as stock compensation expense.

Foreign Currency Exchange Risk

All of our sales are denominated in U.S. dollars, and substantially all of our expenses are incurred in U.S. dollars, thus limiting our exposure to foreign
currency exchange risk. We currently do not enter into forward exchange contracts to hedge exposures denominated in foreign currencies and do not use derivative financial instruments for trading or
speculative purposes. The effect of an immediate 10% change in foreign currency exchange rates should not have a material effect on our future operating results or cash flows; however, a long term
increase in foreign currency rates would likely result in increased wafer, packaging, assembly or testing costs.

Part II. Other Information

Item 1. Legal Proceedings

On April 24, 2001, we filed suit in the U.S. District Court for the Eastern District of Virginia against Genesis Microchip Corp. and Genesis
Microchip, Inc. (collectively, Genesis) for infringement of our U.S. patent number 5,905,769 (USDC E.D. Virginia Civil Action No.: CA-01-266-R) (the Federal
Suit). On April 24, 2001, we also filed a complaint against Genesis with the International Trade Commission of the United States government (ITC) for unlawful trade practices related to the
importation of articles infringing our patent (the ITC investigation). The actions seek injunctions to halt the importation, sale, manufacture and use of Genesis DVI receiver chips that infringe our
patent,

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and monetary damages. We voluntarily moved to dismiss the ITC investigation, with notice that we would proceed directly in the Federal Suit. Our motion to dismiss was granted on February 7,
2002. We filed an amended complaint for the Federal Suit as of February 28, 2002. In April 2002, Genesis
answered and made counterclaims against us for non-infringement, license, patent invalidity, fraud, antitrust, unfair competition and patent misuse. Also in April 2002, we filed a
motion to dismiss certain of Genesis' counterclaims. In addition, we filed a motion to bifurcate trial of the counterclaims to the extent the court does not dismiss them. In May 2002, the Court
granted our motion to dismiss certain of the counterclaims, with leave to amend. Genesis re-filed counterclaims against us for fraud and patent misuse. We have filed another motion to
dismiss these counterclaims. In the opinion of management, the counterclaims are without merit. We intend to vigorously prosecute the case and to defend ourselves against the counterclaims. We expect
that jury selection for trial will begin in January 2003.

Silicon
Image, certain officers and directors, and Silicon Image's underwriters have been named as defendants in a securities class action lawsuit captioned Gonzales v. Silicon Image, et
al., No. 01 CV 10903 (SDNY 2001) pending in Federal District Court for the Southern District of New York. The lawsuit alleges that all Defendants were part of a scheme to manipulate the price
of Silicon Image's stock in the aftermarket following Silicon Image's initial public offering. Response to the complaint and discovery in this action on behalf of the Company and individual defendants
has been stayed by order of the court. The lawsuit is proceeding as part of a coordinated action of over 300 such cases brought by plaintiffs in the Southern District of New York. At this time,
Silicon Image cannot predict the outcome of this lawsuit; however, Silicon Image intends to defend itself vigorously.

In
addition, we are involved in a number of judicial and administrative proceedings incidental to our business. We intend to prosecute or defend, as appropriate, such lawsuits
vigorously, and although adverse decisions or settlements may occur in one or more of such cases, the final resolution of these lawsuits, individually or in the aggregate, is not expected to have a
material adverse effect on our results of operations or financial position.

Item 2. Changes in Securities and Use of Proceeds

In connection with our acquisition of Zillion Technologies, LLC, we are obligated under an exchange agreement to periodically issue to the two founders of Zillion
shares of our common stock as consideration for their membership interests in Zillion which we acquired and services provided pursuant to their employment agreements with us. The Zillion founders were
granted registration rights with respect to the shares to be issued under this exchange agreement. These issuances of shares were made in reliance on an exemption from registration under
Section 4(2) of the Securities Act. On June 30, 2002, we issued 18,750 shares of our common stock to the Zillion founders pursuant to the exchange agreement. The issuances of shares were
made without general solicitation or advertising and were only made to two individuals.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

We held our 2002 Annual Meeting of Stockholders on May 21, 2001. The first matter voted upon at the meeting was the election of two Class III
directors to serve until the 2005 Annual Meeting of

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Stockholders. At the meeting, David D. Lee and Andrew S. Rappaport were elected as Class III directors by the following votes:

|Name                |  | Shares
For |  | Shares
Against |  | Shares
Abstaining |  | Shares
Withheld |  | Broker
Non-Votes
|------------------- |  | ---------- |  | -------------- |  | ----------------- |  | --------------- |  | ----------------
|David D. Lee        |  | 40,065,206 |  |               |  |                  |  | 4,872,961       |  |                
|Andrew S. Rappaport |  | 44,430,971 |  |               |  |                  |  | 507,196         |  |                

Our
board of directors consists of six members and is divided into three classes, with each class consisting of two members and each class serving staggered three-year terms.
The term of the Class I directors, who are currently Keith McAuliffe and Douglas C. Spreng, will expire at the 2003 Annual Meeting of Stockholders and the term of the Class II directors,
who are currently David A. Hodges and Ronald V. Schmidt, will expire a the 2004 Annual Meeting of Stockholders.

The
second matter voted upon at the meeting was the ratification of the appointment of PricewaterhouseCoopers LLP as independent accountants of Silicon Image for the fiscal year ending
December 31, 2002. At the meeting, the appointment of PricewaterhouseCoopers LLP as independent accountants was ratified by the following vote:

|Shares
For |  | Shares
Against |  | Shares
Abstaining |  | Shares
Withheld |  | Broker
Non-Votes
|---------- |  | -------------- |  | ----------------- |  | --------------- |  | ----------------
|43,856,298 |  | 1,006,804      |  | 75,065            |  |                |  |                

Item 5. Other Information

Not applicable.

Item 6. Exhibits and Reports on Form 8-K

Not
applicable.

Not
applicable.

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Signatures

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

|Dated: July 30, 2002 | Silicon Image, Inc.                                                                                                                                   
|-------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|                     | /s/ROBERT G. GARGUSRobert G. Gargus
Vice President Finance and Administration and Chief Financial Officer
(Principal Financial and Accounting Officer)

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