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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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



For the quarterly period ended April 1, 2005



OR



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



For the transition period from  to



Commission File Number: 000-29617



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INTERSIL CORPORATION

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Delaware                                                       |  | 59-3590018                       
|(State or Other Jurisdiction of Incorporation or Organization) |  | (IRS Employer Identification No.)



1001 Murphy Ranch
Road

Milpitas, California 95035

(Address of principal executive offices, including zip code)



(408) 432-8888

(Registrants telephone number, including area code)



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



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



The number of shares outstanding of the issuers classes of common stock
as of the close of business on May 10, 2005:



|                                              |  |                 
|--------------------------------------------- |  | ----------------
|Title of Each Class                           |  | Number of Shares
|Class A common stock par value $.01 per share |  | 152,868,157     



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##### Table of Contents

INTERSIL CORPORATION



INDEX



|               |  |                                                                                                                            |  |     
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------- |  | ----
|               |  |                                                                                                                            |  | Page
|               |  | PART I. FINANCIAL INFORMATION                                                                                              |  |     
|               |  |                                                                                                                           
|Item 1.        |  | Financial Statements                                                                                                       |  | 1   
|               |  |                                                                                                                           
|               |  | Unaudited Condensed Consolidated Statements of Income for the Quarters Ended April 1, 2005 and April 2, 2004               |  | 1   
|               |  |                                                                                                                           
|               |  | Unaudited Condensed Consolidated Statements of Comprehensive Income for the Quarters Ended April 1, 2005 and April 2, 2004 |  | 2   
|               |  |                                                                                                                           
|               |  | Unaudited Condensed Consolidated Balance Sheets as of April 1, 2005 and December 31, 2004                                  |  | 3   
|               |  |                                                                                                                           
|               |  | Unaudited Condensed Consolidated Statements of Cash Flows for the Quarters Ended April 1, 2005 and April 2, 2004           |  | 4   
|               |  |                                                                                                                           
|               |  | Notes to Unaudited Condensed Consolidated Financial Statements                                                             |  | 5   
|               |  |                                                                                                                           
|Item 2.        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                      |  | 14  
|               |  |                                                                                                                           
|Item 3.        |  | Quantitative and Qualitative Disclosures about Market Risk                                                                 |  | 19  
|               |  |                                                                                                                           
|Item 4.        |  | Controls and Procedures                                                                                                    |  | 19  
|               |  |                                                                                                                           
|               |  | PART II. OTHER INFORMATION                                                                                                 |  |     
|               |  |                                                                                                                           
|Item 1.        |  | Legal Proceedings                                                                                                          |  |     
|               |  |                                                                                                                           
|Item 2.        |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                |  | 20  
|               |  |                                                                                                                           
|Item 6.        |  | Exhibits                                                                                                                   |  | 20  
|               | 
|SIGNATURES     |  | 21                                                                                                                        
|               | 
|EXHIBIT INDEX  |  | 22                                                                                                                        
|               | 
|CERTIFICATIONS |  |                                                                                                                           



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##### Table of Contents

PART I. FINANCIAL INFORMATION



Item 1. Financial Statements



INTERSIL CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME



|                                                              |  |                                                                |         |   |               |   |         |  
|------------------------------------------------------------- |  | -------------------------------------------------------------- | ------- | - | ------------- | - | ------- | -
|                                                              |  | Quarter Ended                                                  |        
|                                                              |  | April 1, 2005                                                  |         |   | April 2, 2004 |  
|                                                              |  | (Unaudited) (in thousands, except share and per share amounts) |        
|Revenue                                                       |  |                                                                |         |   |               |   |         |  
|Product sales                                                 |  | $                                                              | 128,080 |   |               | $ | 137,430 |  
|Costs, expenses and other income                              |  |                                                                |         |   |               |   |         |  
|Cost of product sales (a)                                     |  |                                                                | 57,689  |   |               |   | 59,122  |  
|Research and development                                      |  |                                                                | 26,762  |   |               |   | 24,615  |  
|Selling, general and administrative                           |  |                                                                | 24,394  |   |               |   | 21,542  |  
|Amortization of purchased intangibles                         |  |                                                                | 2,491   |   |               |   | 1,166   |  
|Amortization of unearned stock based compensation (b)         |  |                                                                | 3,751   |   |               |   | 1,552   |  
|Impairment (recovery) of long-lived assets                    |  |                                                                | (618    | ) |               |   | 27,010  |  
|Restructuring                                                 |  |                                                                | 2,845   |   |               |   |        |  
|Other (income)                                                |  |                                                                | (2,000  | ) |               |   |        |  
|                                                              |  |                                                                |         |   |               |   |         |  
|Operating income                                              |  |                                                                | 12,766  |   |               |   | 2,423   |  
|Gain on investments                                           |  |                                                                |        |   |               |   | 3,799   |  
|Interest income, net                                          |  |                                                                | 3,689   |   |               |   | 3,089   |  
|                                                              |  |                                                                |         |   |               |   |         |  
|Income from continuing operations before income taxes         |  |                                                                | 16,455  |   |               |   | 9,311   |  
|Income tax provision (benefit) from continuing operations     |  |                                                                | 3,638   |   |               |   | (13,793 | )
|                                                              |  |                                                                |         |   |               |   |         |  
|Income from continuing operations                             |  |                                                                | 12,817  |   |               |   | 23,104  |  
|Discontinued operations                                       |  |                                                                |         |   |               |   |         |  
|Income from discontinued operations before income taxes       |  |                                                                |        |   |               |   | 6,938   |  
|Income tax provision from discontinued operations             |  |                                                                |        |   |               |   | 2,693   |  
|                                                              |  |                                                                |         |   |               |   |         |  
|Income from discontinued operations                           |  |                                                                |        |   |               |   | 4,245   |  
|                                                              |  |                                                                |         |   |               |   |         |  
|Net income                                                    |  | $                                                              | 12,817  |   |               | $ | 27,349  |  
|                                                              |  |                                                                |         |   |               |   |         |  
|Basic income per share:                                       |  |                                                                |         |   |               |   |         |  
|Income from continuing operations                             |  | $                                                              | 0.09    |   |               | $ | 0.17    |  
|Income from discontinued operations                           |  |                                                                |        |   |               |   | 0.03    |  
|                                                              |  |                                                                |         |   |               |   |         |  
|Net income                                                    |  | $                                                              | 0.09    |   |               | $ | 0.20    |  
|                                                              |  |                                                                |         |   |               |   |         |  
|Diluted income per share:                                     |  |                                                                |         |   |               |   |         |  
|Income from continuing operations                             |  | $                                                              | 0.09    |   |               | $ | 0.16    |  
|Income from discontinued operations                           |  |                                                                |        |   |               |   | 0.03    |  
|                                                              |  |                                                                |         |   |               |   |         |  
|Net income                                                    |  | $                                                              | 0.09    |   |               | $ | 0.19    |  
|                                                              |  |                                                                |         |   |               |   |         |  
|Weighted average common shares outstanding (in millions):     |  |                                                                |         |   |               |   |         |  
|Basic                                                         |  |                                                                | 143.5   |   |               |   | 138.0   |  
|                                                              |  |                                                                |         |   |               |   |         |  
|Diluted                                                       |  |                                                                | 145.7   |   |               |   | 140.8   |  
|                                                              |  |                                                                |         |   |               |   |         |  
|Dividends declared per common share                           |  | $                                                              | 0.04    |   |               | $ | 0.03    |  
|                                                              |  |                                                                |         |   |               |   |         |  
|(a)     Cost of product sales includes the following:         |  |                                                                |         |   |               |   |         |  
|Unearned compensation                                         |  | $                                                              | 380     |   |               |   |        |  
|                                                              |  |                                                                |         |   |               |   |         |  
|(b)     Unearned compensation is excluded from the following: |  |                                                                |         |   |               |   |         |  
|Research and development                                      |  | $                                                              | 2,052   |   |               | $ | 819     |  
|Selling, general and administrative                           |  |                                                                | 1,699   |   |               |   | 733     |  
|                                                              |  |                                                                |         |   |               |   |         |  
|                                                              |  | $                                                              | 3,751   |   |               | $ | 1,552   |  
|                                                              |  |                                                                |         |   |               |   |         |  



See notes to unaudited
condensed consolidated financial statements.



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##### Table of Contents

INTERSIL CORPORATION



UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



|                                                                  |  |                                                             |        |              |   |        |  
|----------------------------------------------------------------- |  | ----------------------------------------------------------- | ------ | ------------ | - | ------ | -
|                                                                  |  | Quarter Ended                                               |       
|                                                                  |  | April 1,2005                                                |        | April 2,2004 |  
|                                                                  |  | (Unaudited) (in thousands and net of associatedtax effects) |       
|Net income                                                        |  | $                                                           | 12,817 |              | $ | 27,349 |  
|Other comprehensive income:                                       |  |                                                             |        |              |   |        |  
|Currency translation adjustments                                  |  |                                                             | 71     |              |   | 104    |  
|Reclassification adjustment for realized gains on securities sold |  |                                                             |       |              |   | (1,824 | )
|                                                                  |  |                                                             |        |              |   |        |  
|Comprehensive income                                              |  | $                                                           | 12,888 |              | $ | 25,629 |  
|                                                                  |  |                                                             |        |              |   |        |  



See notes to unaudited
condensed consolidated financial statements.



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INTERSIL CORPORATION



UNAUDITED
CONDENSED CONSOLIDATED BALANCE SHEETS



|                                                                                                                                                                                     |  |                |           |   |                  |   |           |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------- | --------- | - | ---------------- | - | --------- | -
|                                                                                                                                                                                     |  | April 1, 2005  |           |   | December 31,2004 |  
|                                                                                                                                                                                     |  | (unaudited)    |           |   |                  |  
|                                                                                                                                                                                     |  | (in thousands) |          
|ASSETS                                                                                                                                                                               |  |                |           |   |                  |   |           |  
|Current assets                                                                                                                                                                       |  |                |           |   |                  |   |           |  
|Cash and cash equivalents                                                                                                                                                            |  | $              | 118,114   |   |                  | $ | 129,700   |  
|Short-term investments                                                                                                                                                               |  |                | 433,014   |   |                  |   | 393,299   |  
|Trade receivables, less allowances ($6,798 as of April 1, 2005 and $7,522 as of December 31, 2004)                                                                                   |  |                | 76,161    |   |                  |   | 77,919    |  
|Inventories, net                                                                                                                                                                     |  |                | 93,912    |   |                  |   | 96,450    |  
|Prepaid expenses and other current assets                                                                                                                                            |  |                | 14,415    |   |                  |   | 14,649    |  
|Deferred income taxes                                                                                                                                                                |  |                | 36,600    |   |                  |   | 43,175    |  
|                                                                                                                                                                                     |  |                |           |   |                  |   |           |  
|Total current assets                                                                                                                                                                 |  |                | 772,216   |   |                  |   | 755,192   |  
|Non-current assets                                                                                                                                                                   |  |                |           |   |                  |   |           |  
|Property, plant & equipment, less accumulated depreciation ($121,630 as of April 1, 2005 and $124,738 as of December 31,
2004)                                                       |  |                | 95,621    |   |                  |   | 101,354   |  
|Goodwill and purchased intangibles, less accumulated amortization                                                                                                                    |  |                | 1,475,609 |   |                  |   | 1,478,762 |  
|Long-term investments                                                                                                                                                                |  |                | 159,628   |   |                  |   | 179,651   |  
|Deferred income taxes                                                                                                                                                                |  |                | 72,794    |   |                  |   | 68,860    |  
|Other                                                                                                                                                                                |  |                | 3,348     |   |                  |   | 3,751     |  
|                                                                                                                                                                                     |  |                |           |   |                  |   |           |  
|Total non-current assets                                                                                                                                                             |  |                | 1,807,000 |   |                  |   | 1,832,378 |  
|                                                                                                                                                                                     |  |                |           |   |                  |   |           |  
|Total assets                                                                                                                                                                         |  | $              | 2,579,216 |   |                  | $ | 2,587,570 |  
|                                                                                                                                                                                     |  |                |           |   |                  |   |           |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                                 |  |                |           |   |                  |   |           |  
|Current liabilities                                                                                                                                                                  |  |                |           |   |                  |   |           |  
|Trade payables                                                                                                                                                                       |  | $              | 10,740    |   |                  | $ | 12,135    |  
|Related party payables                                                                                                                                                               |  |                | 7,917     |   |                  |   | 6,266     |  
|Retirement plan accruals                                                                                                                                                             |  |                | 3,903     |   |                  |   | 3,806     |  
|Accrued compensation                                                                                                                                                                 |  |                | 23,955    |   |                  |   | 21,035    |  
|Accrued interest and sundry taxes                                                                                                                                                    |  |                | 3,817     |   |                  |   | 2,976     |  
|Deferred margin                                                                                                                                                                      |  |                | 11,259    |   |                  |   | 11,347    |  
|Restructuring and exit costs                                                                                                                                                         |  |                | 3,391     |   |                  |   | 2,476     |  
|Litigation accruals                                                                                                                                                                  |  |                | 3,397     |   |                  |   | 4,141     |  
|Other accrued items                                                                                                                                                                  |  |                | 22,758    |   |                  |   | 25,892    |  
|Customer deposits                                                                                                                                                                    |  |                | 1,744     |   |                  |   | 1,882     |  
|Income taxes payable                                                                                                                                                                 |  |                | 55,805    |   |                  |   | 56,211    |  
|                                                                                                                                                                                     |  |                |           |   |                  |   |           |  
|Total current liabilities                                                                                                                                                            |  |                | 148,686   |   |                  |   | 148,167   |  
|Shareholders equity                                                                                                                                                                 |  |                |           |   |                  |   |           |  
|Preferred stock, $.01 par value, 2,500,000 shares authorized, no shares issued or outstanding                                                                                        |  |                |          |   |                  |   |          |  
|Series A Junior Participating preferred stock, $.01 par value, 25,000 shares authorized, no shares issued or outstanding                                                             |  |                |          |   |                  |   |          |  
|Class A common stock, $.01 par value, voting; 300,000,000 shares authorized, 152,380,404 shares outstanding at April 1, 2005 and 151,848,424
shares outstanding at December 31, 2004 |  |                | 1,524     |   |                  |   | 1,518     |  
|Class B common stock, $.01 par value, non-voting; 300,000,000 shares authorized, no shares issued or outstanding                                                                     |  |                |          |   |                  |   |          |  
|Additional paid-in capital                                                                                                                                                           |  |                | 2,559,475 |   |                  |   | 2,553,855 |  
|Retained earnings                                                                                                                                                                    |  |                | 70,174    |   |                  |   | 63,103    |  
|Unearned compensation                                                                                                                                                                |  |                | (20,288   | ) |                  |   | (22,900   | )
|Accumulated other comprehensive income                                                                                                                                               |  |                | 1,403     |   |                  |   | 1,494     |  
|Treasury shares, at cost; 9,525,670 shares at April 1, 2005 and 8,078,670 shares at December 31, 2004                                                                                |  |                | (181,758  | ) |                  |   | (157,667  | )
|                                                                                                                                                                                     |  |                |           |   |                  |   |           |  
|Total shareholders equity                                                                                                                                                           |  |                | 2,430,530 |   |                  |   | 2,439,403 |  
|                                                                                                                                                                                     |  |                |           |   |                  |   |           |  
|Total liabilities and shareholders equity                                                                                                                                           |  | $              | 2,579,216 |   |                  | $ | 2,587,570 |  
|                                                                                                                                                                                     |  |                |           |   |                  |   |           |  



See notes to unaudited
condensed consolidated financial statements.



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INTERSIL CORPORATION



UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                                       |  |                            |          |   |              |   |          |  
|-------------------------------------------------------------------------------------- |  | -------------------------- | -------- | - | ------------ | - | -------- | -
|                                                                                       |  | Quarter Ended              |         
|                                                                                       |  | April 1,2005               |          |   | April 2,2004 |  
|                                                                                       |  | (Unaudited) (in thousands) |         
|Operating activities:                                                                  |  |                            |          |   |              |   |          |  
|Net income from continuing operations                                                  |  | $                          | 12,817   |   |              | $ | 23,104   |  
|Adjustments to reconcile net income to net cash provided by operating activities:      |  |                            |          |   |              |   |          |  
|Depreciation and amortization                                                          |  |                            | 13,096   |   |              |   | 11,187   |  
|Provisions for inventory obsolescence                                                  |  |                            | 482      |   |              |   | 75       |  
|Severance related expenses                                                             |  |                            | 2,845    |   |              |   |         |  
|Gain on sale of equipment                                                              |  |                            | 15       |   |              |   |         |  
|Gain on sale of certain investments                                                    |  |                            |         |   |              |   | (3,799   | )
|Impairment (recovery) of long-lived assets                                             |  |                            | (618     | ) |              |   | 27,010   |  
|Deferred income taxes                                                                  |  |                            | 2,054    |   |              |   | 12,022   |  
|Net income from discontinued operations                                                |  |                            |         |   |              |   | 4,245    |  
|Adjustments to reconcile net income to net cash provided by operating activities:      |  |                            |          |   |              |   |          |  
|Gain on sale of Wireless Networking product group                                      |  |                            |         |   |              |   | (7,900   | )
|Changes in operating assets and liabilities:                                           |  |                            |          |   |              |   |          |  
|Trade receivables                                                                      |  |                            | 1,758    |   |              |   | 315      |  
|Inventories                                                                            |  |                            | 2,055    |   |              |   | (2,588   | )
|Prepaid expenses and other current assets                                              |  |                            | (234     | ) |              |   | (903     | )
|Trade payables and accrued liabilities                                                 |  |                            | 117      |   |              |   | (8,006   | )
|Income taxes                                                                           |  |                            | 1,293    |   |              |   | (28,391  | )
|Other                                                                                  |  |                            | 99       |   |              |   | 1,616    |  
|                                                                                       |  |                            |          |   |              |   |          |  
|Net cash provided by operating activities                                              |  |                            | 35,779   |   |              |   | 27,987   |  
|Investing activities:                                                                  |  |                            |          |   |              |   |          |  
|Proceeds from sale of auction rate securities                                          |  |                            | 89,725   |   |              |   | 266,896  |  
|Purchases of auction rate securities                                                   |  |                            | (127,000 | ) |              |   | (256,391 | )
|Change in short-term investments                                                       |  |                            | (2,440   | ) |              |   | 1,590    |  
|Change in long-term investments                                                        |  |                            | 19,747   |   |              |   | (67,177  | )
|Proceeds from sale of Wireless Networking product group, net                           |  |                            | (1,417   | ) |              |   | (8,656   | )
|Proceeds from sale of certain investments                                              |  |                            |         |   |              |   | 8,673    |  
|Cash paid for acquired business, net of cash acquired                                  |  |                            |         |   |              |   | (768     | )
|Purchase of Xicor, net of cash received                                                |  |                            | (238     | ) |              |   |         |  
|Purchase of Bitblitz Communications                                                    |  |                            | (14      | ) |              |   |         |  
|Purchase of Elantec                                                                    |  |                            | (12      | ) |              |   |         |  
|Proceeds from sale of property, plant and equipment                                    |  |                            | 3,188    |   |              |   |         |  
|Purchase of property, plant and equipment                                              |  |                            | (2,857   | ) |              |   | (2,570   | )
|                                                                                       |  |                            |          |   |              |   |          |  
|Net cash (used in) investing activities                                                |  |                            | (21,318  | ) |              |   | (58,403  | )
|Financing activities:                                                                  |  |                            |          |   |              |   |          |  
|Proceeds from exercise of stock options                                                |  |                            | 3,976    |   |              |   | 7,890    |  
|Dividends paid                                                                         |  |                            | (5,746   | ) |              |   | (4,139   | )
|Repurchase of treasury shares                                                          |  |                            | (24,090  | ) |              |   | (29,994  | )
|                                                                                       |  |                            |          |   |              |   |          |  
|Net cash (used in) financing activities                                                |  |                            | (25,860  | ) |              |   | (26,243  | )
|Effect of exchange rates on cash and cash equivalents                                  |  |                            | (187     | ) |              |   | 200      |  
|                                                                                       |  |                            |          |   |              |   |          |  
|Net (decrease) in cash and cash equivalents                                            |  |                            | (11,586  | ) |              |   | (56,459  | )
|Cash and cash equivalents at the beginning of the period                               |  |                            | 129,700  |   |              |   | 190,457  |  
|                                                                                       |  |                            |          |   |              |   |          |  
|Cash and cash equivalents at the end of the period                                     |  | $                          | 118,114  |   |              | $ | 133,998  |  
|                                                                                       |  |                            |          |   |              |   |          |  
|Supplemental disclosuresNon-cash activities:                                          |  |                            |          |   |              |   |          |  
|Additional paid-in capital from tax benefit on exercise of non-qualified stock options |  | $                          | 1,699    |   |              | $ | 2,906    |  
|                                                                                       |  |                            |          |   |              |   |          |  



See notes to unaudited
condensed consolidated financial statements.





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INTERSIL CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Note ABasis of Presentation



The accompanying interim condensed consolidated financial statements of Intersil Corporation
have been prepared by the Company, without audit. In the opinion of management, all adjustments necessary to fairly present the financial position, results of operations and cash flows for all periods presented, have been made. All such adjustments
were of a normal recurring nature. The condensed consolidated balance sheet at December 31, 2004, has been derived from the Companys audited consolidated financial statements at that date.



The accompanying unaudited condensed consolidated financial statements have been prepared in
accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial
statements. This report should be read in conjunction with the consolidated financial statements and notes thereto included in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2004.



The results of operations for the quarter ended April 1, 2005 are not necessarily indicative
of results that may be expected for any other interim period or for the full fiscal year.



Reclassifications



Certain
amounts in prior years have been reclassified to conform to the current year presentation. During 2004, the Company reviewed the classification of its investment in certain auction rate securities and concluded they should be classified as
short-term investments as compared to their prior classification as cash equivalents. As of April 2, 2004, similar securities totaling $530.8 million have been reclassified from cash equivalents to short-term investments and the related effect has
now been reflected in the quarter ended April 2, 2004 consolidated statements of cash flows. As a result, cash flows from investing activities increased by $10.5 million for quarter ended April 2, 2004 from that previously reported.



Revenue Recognition



Revenue is recognized upon shipment to all customers, except North American distributors.
Sales to international distributors are made under agreements, which provide price protection and rights to periodically exchange a percentage of their unsold inventory. Accordingly, these sales are reduced by the estimated future price protection
allowances and returns. The Company generally recognizes sales to North American distributors upon shipment to the end customer. However, certain products nearing or at the end of their lifecycle are sold on non-cancelable and non-returnable terms
(NCNR) to North American distributors, in which case, revenue is recognized at the point of shipment. When placing orders for products with the Company, its customers typically provide the Company with a customer request date
(CRD), which indicates their preferred date for receipt of the ordered products. Based on estimated transit time and other logistics, the Company may deliver products to the carrier in advance of the CRD, and recognize revenue from the
sale of such products at the time of shipment. It is the Companys intent that deliveries be made not more than ten days in advance of CRD.



Seasonality



The Companys high-end consumer and computing markets generally experience weak demand in the first and second fiscal quarters of each year and stronger demand in the third and fourth quarters.



Stock-Based Compensation



The Company accounts for its 1999 Equity Compensation Plan (Plan) in accordance
with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees. Compensation expense is recorded on the date of the stock option grant only if the current market price of the underlying stock exceeds the
exercise price. Had compensation cost for the Companys stock option plan been determined consistent with Statement of Financial Accounting Standards No. 123 (SFAS 123), Accounting for Stock-Based Compensation, the Company would
have reported the following:



|                                                                                                                          |  |                                        |       |   |              |   |       |  
|------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------- | ----- | - | ------------ | - | ----- | -
|                                                                                                                          |  | Quarter Ended                          |      
|                                                                                                                          |  | April 1,2005                           |       |   | April 2,2004 |  
|                                                                                                                          |  | (in millions, except per share amount) |      
|Net income, as reported                                                                                                   |  | $                                      | 12.8  |   |              | $ | 27.3  |  
|Add: Stock-based employee compensation included in reported net income, net of tax                                        |  |                                        | 2.6   |   |              |   | 1.0   |  
|Less: Total stock-based employee compensation expense determined under fair value based method for all awards, net of tax |  |                                        | (11.0 | ) |              |   | (14.7 | )
|                                                                                                                          |  |                                        |       |   |              |   |       |  
|Net income, pro forma                                                                                                     |  | $                                      | 4.4   |   |              | $ | 13.6  |  
|                                                                                                                          |  |                                        |       |   |              |   |       |  
|Basic income per share, pro forma                                                                                         |  | $                                      | 0.03  |   |              | $ | 0.10  |  
|                                                                                                                          |  |                                        |       |   |              |   |       |  
|Diluted income per share, pro forma                                                                                       |  | $                                      | 0.03  |   |              | $ | 0.10  |  
|                                                                                                                          |  |                                        |       |   |              |   |       |  
|Basic income per share, as reported                                                                                       |  | $                                      | 0.09  |   |              | $ | 0.20  |  
|                                                                                                                          |  |                                        |       |   |              |   |       |  
|Diluted income per share, as reported                                                                                     |  | $                                      | 0.09  |   |              | $ | 0.19  |  
|                                                                                                                          |  |                                        |       |   |              |   |       |  



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Application of SFAS 123 would result in a decrease in diluted income per share of $0.06 and $0.09 for the quarter ended
April 1, 2005 and the quarter ended April 2, 2004, respectively.



The Company
estimated the fair value of each option as of the date of grant using the Black-Scholes pricing model for the first three quarters of fiscal year 2004 and prior years. The Company started using the Lattice model since the last quarter of fiscal year
2004. The Company believes that the Lattice model is a more accurate model for valuing employee stock options as it uses historical exercise patterns to predict the expected life of options and better predicts future volatility of the underlying
stock price. For the quarter ended April 1, 2005 the Company estimated the fair value of each option as of the date of grant using the Lattice model with the following weighted average assumptions:



|                        |  |                             |  
|----------------------- |  | --------------------------- | -
|                        |  | Quarter Ended April 1, 2005 |  
|Expected volatility     |  | 0.39                        |  
|Dividend yield          |  | 1.02                        | %
|Risk-free interest rate |  | 3.86                        | %
|Expected life, in years |  | 4.18                        |  



For the quarter ended April 2, 2004
the Company estimated the fair value of each option as of the date of grant using the Black-Scholes pricing model with the following weighted average assumptions:



|                        |  |                            
|----------------------- |  | ---------------------------
|                        |  | Quarter Ended April 2, 2004
|Expected volatility     |  | .695                       
|Dividend yield          |  | 0.5%                       
|Risk-free interest rate |  | 3.23% - 3.81%              
|Expected life, in years |  | 7                          



Note BInventories



Inventories are summarized below (in thousands):



|                           |  |               |        |                   |   |       
|-------------------------- |  | ------------- | ------ | ----------------- | - | ------
|                           |  | April 1, 2005 |        | December 31, 2004
|Finished products          |  | $             | 23,573 |                   | $ | 25,966
|Work in progress           |  |               | 67,147 |                   |   | 67,182
|Raw materials and supplies |  |               | 3,192  |                   |   | 3,302 
|                           |  |               |        |                   |   |       
|Total inventories, net     |  | $             | 93,912 |                   | $ | 96,450
|                           |  |               |        |                   |   |       



At April 1, 2005 and December 31,
2004, Intersil was committed to purchase $15.0 million and $9.9 million, respectively, of inventory from suppliers. Management believes the cost of its inventory approximates current market value.



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Note CEarnings Per Share



The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share
amounts).



|                                                                                       |  |               |         |              |   |        
|-------------------------------------------------------------------------------------- |  | ------------- | ------- | ------------ | - | -------
|                                                                                       |  | Quarter Ended
|                                                                                       |  | April 1,2005  |         | April 2,2004
|Numerator:                                                                             |  |               |         |              |   |        
|Net income to common shareholders (numerator for basic and diluted earnings per share) |  | $             | 12,817  |              | $ | 27,349 
|                                                                                       |  |               |         |              |   |        
|Denominator:                                                                           |  |               |         |              |   |        
|Denominator for basic earnings per share-weighted average common shares                |  |               | 143,480 |              |   | 138,015
|Effect of dilutive securities:                                                         |  |               |         |              |   |        
|Stock options                                                                          |  |               | 2,016   |              |   | 2,706  
|Deferred stock units/Warrants                                                          |  |               | 177     |              |   | 123    
|                                                                                       |  |               |         |              |   |        
|Denominator for diluted earnings per share-adjusted weighted average common shares     |  |               | 145,673 |              |   | 140,844
|                                                                                       |  |               |         |              |   |        
|Basic earnings per share                                                               |  | $             | 0.09    |              | $ | 0.20   
|                                                                                       |  |               |         |              |   |        
|Diluted earnings per share                                                             |  | $             | 0.09    |              | $ | 0.19   
|                                                                                       |  |               |         |              |   |        



Note DInvestments



Short-term Investments



Available for Sale InvestmentsInvestments designated as available-for-sale
include marketable debt and equity securities. Investments that are designated as available-for-sale are reported at fair value, with unrealized gains and losses, net of tax, recorded in stockholders equity. The cost of securities sold is
based on the specific identification method. Realized gains and losses on the sale of debt securities are recorded in interest and other, net. Realized gains or losses on the sale or exchange of equity securities and declines in value judged to be
other than temporary are recorded in gains (losses) on equity securities, net. Marketable equity securities are presumed to be impaired if the fair value is less than the cost basis continuously for two consecutive quarters, absent evidence to the
contrary.



During the quarter ended April 2, 2004, Intersil sold all of its
holdings of ChipPAC, Inc (ChipPAC) for a realized gain of $3.8 million. Proceeds from the sale were $8.7 million. As of April 1, 2005, available-for-sale debt investments consist exclusively of auction rate securities with a final
maturity of greater than three months. The Company invests in auction rate securities as an alternative to cash and frequently sell positions to fund our working capital. These investments are reflected in Short-term Investments line
item in the current section of the Condensed Consolidated Balance Sheets.



Held-to-Maturity Investments Investments designated as held-to-maturity include marketable debt with maturities of greater than three months. Examples of such debt securities include commercial paper, corporate bonds, corporate
notes and federal, state, county and municipal government bonds. In accordance with Statements of Financial Accounting Standards No. 115 (SFAS 115), Accounting for Certain Investments in Debt and Equity Securities, these securities are
classified as held-to-maturity securities as the Company has the positive intent and ability to hold until maturity. Securities in the held-to-maturity classification are carried at amortized cost. Accordingly, unrealized gains and
losses are not reported in the financial statements until realized or until a decline is deemed to be other-than-temporary. Held-to-maturity investments with maturities one year or less are contained in the balance sheet line item Short-term
Investments within the current section, and those beyond one year are contained in the balance sheet line item Long-term Investments within the non-current section of the Condensed Consolidated Balance Sheets.



The Companys portfolios of short-term investments consisted of the following as of the
dates set forth below:



|                                    |  |                                |       |                   |   |                          |  |    
|----------------------------------- |  | ------------------------------ | ----- | ----------------- | - | ------------------------ |  | ---
|                                    |  | April 1, 2005                  |       | December 31, 2004 |   | Maturity Range(in years)
|Type of Security (Held to Maturity) |  | Amortized Cost ($ in millions) |      
|US Treasury and government debt     |  | $                              | 193.2 |                   | $ | 176.5                    |  | < 1
|State & municipality issued debt    |  |                                |      |                   |   | 11.2                     |  | < 1
|Corporate issued debt               |  |                                | 1.0   |                   |   | 4.1                      |  | < 1
|                                    |  |                                |       |                   |   |                          |  |    
|Total                               |  | $                              | 194.2 |                   | $ | 191.8                    |  |    
|                                    |  |                                |       |                   |   |                          |  |    





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##### Table of Contents

|                                      |                     |               |       |                   |   |                          |  |     
|------------------------------------- | ------------------- | ------------- | ----- | ----------------- | - | ------------------------ |  | ----
|Type of Security (Available for sale) |                     | April 1, 2005 |       | December 31, 2004 |   | Maturity Range(in years)
|                                      | FMV ($ in millions) |              
|Auction rate securities               |                     |               | 238.8 |                   |   | 201.5                    |  | > 10
|                                      |                     |               |       |                   |   |                          |  |     
|Total                                 |                     | $             | 238.8 |                   | $ | 201.5                    |  |     
|                                      |                     |               |       |                   |   |                          |  |     



As of April 1, 2005, the fair market
value of these securities was approximately $431.7 million, thus resulting in an unrecognized loss of $1.3 million. The fair market value of these securities as of December 31, 2004 was $392.0 million; thus the Company had $1.3 million of
unrecognized loss at that time.



Long-term Investments



The Companys portfolio of long-term investments included the following as of the dates
set forth below:



|                                    |                                |               |       |                   |   |                          |  |    
|----------------------------------- | ------------------------------ | ------------- | ----- | ----------------- | - | ------------------------ |  | ---
|Type of Security (Held to Maturity) |                                | April 1, 2005 |       | December 31, 2004 |   | Maturity Range(in years)
|                                    | Amortized Cost ($ in millions) |              
|US Treasury and government debt     |                                | $             | 149.2 |                   | $ | 163.9                    |  | 1-3
|Corporate issued debt               |                                |               |      |                   |   | 5.0                      |  | 1-3
|                                    |                                |               |       |                   |   |                          |  |    
|Total                               |                                | $             | 149.2 |                   | $ | 168.9                    |  |    
|                                    |                                |               |       |                   |   |                          |  |    



The fair market value of these
securities was $146.1 million and $167.2 million as of April 1, 2005 and as of December 31, 2004, respectively.



Trading Investments Trading investments are stated at fair value, with unrealized gains or losses resulting from changes in fair value recognized currently
in earnings. The Company elects to classify as trading assets a portion of its marketable equity securities, which are contained in the Long-term Investments line item in the non-current section of the Condensed Consolidated
Balance Sheets. These investments consist exclusively of a marketable equity portfolio held to generate returns that seek to offset changes in liabilities related to certain deferred compensation arrangements. The Companys portfolios of
trading investments included the following securities as of the dates set forth below ($ in millions):



|                                                                 |            |               |                |                   |            |     |                |       |     |  |   |    
|---------------------------------------------------------------- | ---------- | ------------- | -------------- | ----------------- | ---------- | --- | -------------- | ----- | --- |  | - | ---
|                                                                 |            | April 1, 2005 |                | December 31, 2004
|                                                                 | Fair Value |               | Net Unrealized |                   | Fair Value |     | Net Unrealized
|Type of Security                                                 |            |               |                | Gains             |            |     |                | Gains
|Mutual fund holdings to offset deferred compensation liabilities |            | $             | 6.4            |                   | $          | 0.4 |                | $     | 6.7 |  | $ | 0.6
|                                                                 |            |               |                |                   |            |     |                |       |     |  |   |    
|Total trading investments                                        |            | $             | 6.4            |                   | $          | 0.4 |                | $     | 6.7 |  | $ | 0.6
|                                                                 |            |               |                |                   |            |     |                |       |     |  |   |    



Cost Method
InvestmentsAll investments that are not accounted for as held-to-maturity, available-for-sale or trading are accounted for under the cost method. Under the cost method, investments are held at historical
cost, less impairments, as there are no readily determinable market values. Furthermore, the Company holds less than 20% ownership of the cost method investments, cannot exercise significant influence over the investee and is not the primary
beneficiary. These investments are reviewed at least quarterly for impairment indicators such as insolvency or competitive problems. Impairments are determined using several analytical techniques such as discounted cash flow analysis and
managements qualitative evaluations. Cost method investments are contained in the long-term investments line item in the non-current section of the Condensed Consolidated Balance Sheets. As of December 31, 2004 and April 1, 2005
the Company held approximately $4.1 million in cost method investments. The Company reviews its cost method investments at least quarterly for impairment indicators. The review as of quarter ended April 1, 2005 did not result in adjustments to the
carrying value of the investments.



Note EIntangible Assets



Intangible Assets are summarized below ($ in thousands):



|                                    |  |               |           |   |                   |   |           |  
|----------------------------------- |  | ------------- | --------- | - | ----------------- | - | --------- | -
|                                    |  | April 1, 2005 |           |   | December 31, 2004 |  
|Indefinite Lived Intangible Assets: |  |               |           |   |                   |   |           |  
|Goodwill                            |  | $             | 1,432,521 |   |                   | $ | 1,433,183 |  
|Less accumulated amortization       |  |               | (3,349    | ) |                   |   | (3,349    | )
|Definite Lived Intangible Assets:   |  |               |           |   |                   |   |           |  
|Developed Technology                |  |               | 58,991    |   |                   |   | 58,991    |  
|Less accumulated amortization       |  |               | (12,554   | ) |                   |   | (10,178   | )
|Xicor customer backlog              |  |               | 750       |   |                   |   | 750       |  
|Less accumulated amortization       |  |               | (750      | ) |                   |   | (635      | )
|                                    |  |               |           |   |                   |   |           |  
|Total Intangible Assets             |  | $             | 1,475,609 |   |                   | $ | 1,478,762 |  
|                                    |  |               |           |   |                   |   |           |  



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Indefinite lived intangible assets identified as assembled workforce have been included within goodwill in accordance
with Statement of Financial Accounting Standards No. 141 (SFAS 141), Business Combinations. Definite lived intangible assets are amortized over their useful lives, which range from 4 to 11 years. Amortization of definite
lived intangible assets is shown separately on the face of the Condensed Consolidated Statements of Income. The following table summarizes changes in Intersils goodwill balance since December 31, 2004 ($ in thousands):



|                                                                           |  |   |           |  
|-------------------------------------------------------------------------- |  | - | --------- | -
|Goodwill balance as of December 31, 2004                                   |  | $ | 1,429,834 |  
|Goodwill adjustment resulting from the purchase of Xicor Inc.              |  |   | (659      | )
|Goodwill adjustment resulting from the purchase of Bitblitz Communications |  |   | 15        |  
|Goodwill adjustment resulting from the purchase of Elantec                 |  |   | (19       | )
|                                                                           |  |   |           |  
|Total goodwill as of April 1, 2005                                         |  | $ | 1,429,171 |  
|                                                                           |  |   |           |  



The adjustment to the Xicor and
Elantec related goodwill primarily resulted from the tax benefit received due to the exercise of vested stock options issued as part of the acquisition. The change in goodwill for Bitblitz is related to additional transaction related expenses
incurred during the quarter ended April 1, 2005.



Note
FShareholders Equity



Treasury Share Repurchase Program



The Company, as authorized by the Board of Directors, repurchased shares
of its Class A common stock as summarized in the table below (in millions and at cost except share amounts):



|                                        |  |               |       |                 |          
|--------------------------------------- |  | ------------- | ----- | --------------- | ---------
|                                        |  | Cost ofshares |       | Number ofShares
|Treasury shares as of December 31, 2004 |  | $             | 157.7 |                 | 8,078,670
|Treasury shares repurchased             |  |               | 24.1  |                 | 1,447,000
|                                        |  |               |       |                 |          
|Treasury shares as of April 1, 2005     |  | $             | 181.8 |                 | 9,525,670
|                                        |  |               |       |                 |          



Dividends



In February 2005, the Board of Directors and the Company declared a common stock dividend,
of $0.04 per share, which was paid on February 25, 2005 to stockholders of record as of February 15, 2005. The total amount paid was $5.7 million.



Class A Common Stock



The tables below summarizes the share activity for the Companys Class A common stock since December 31, 2004:



|                                |  |                                   
|------------------------------- |  | ----------------------------------
|                                |  | For the quarterended April 1, 2005
|Balance as of December 31, 2004 |  | 151,848,424                       
|Shares issued under stock plans |  | 531,980                           
|                                |  |                                   
|Balance as of April 1, 2005     |  | 152,380,404                       
|                                |  |                                   



Deferred Stock Units



During the quarter ended April 1, 2005, the Company issued 89,000
deferred stock units to 8 executives and 6 Board members. The issuance of the deferred stock units is in conjunction with a decrease in the issuance of stock options. The deferred stock units entitle the executives to receive one share of Intersil
Class A common stock for each deferred stock unit issued, provided the executives are employed at Intersil on the third anniversary of the grant date. The deferred stock units receive dividends prior to the stock issuance. The weighted average fair
value of the deferred stock units issued during the quarter ended April 1, 2005 was $17.08.



According to the provisions of FASB Interpretation No 44, Accounting for Certain Transactions Involving Stock Compensation, the issuance of these deferred stock units requires compensation expense to be
measured and recognized evenly over the three-year



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##### Table of Contents

vesting period. Accordingly, the Company recorded $1.5 million in unearned compensation within the shareholders equity section of the Condensed
Consolidated Balance Sheet during the quarter ended April 1, 2005 relating to these newly issued deferred stock units. The unearned compensation was calculated using the closing share price on the day of issuance. Unearned compensation is recorded
within the shareholders equity section of the Condensed Consolidated Balance Sheets.



Note GRestructuring



March
2005



In March 2005, the Company announced a restructuring plan to further
streamline its operations and reduce costs. The restructuring plan included the termination of employment of approximately 100 employees. The terms of the relevant severance benefits were outlined in the pre-existing employee benefit policies of the
Company. As the severance obligation is probable and reasonably estimable and is a vested right attributable to the employees service already rendered, the Company recorded restructuring charges within continuing operations of $2.8 million
during the quarter ended April 1, 2005 for the severance benefits it was obligated to pay in accordance with the provisions of Statement of Financial Accounting Standards No. 112 (SFAS 112), Employers Accounting for
Postemployment Benefits. In connection with the restructuring, the employees were notified that their employment would be terminated and were apprised of the specifics of their severance benefits. The affected positions included manufacturing,
research and development, and selling, general and administrative employees. As of April 1, 2005, 85% of the affected positions had been terminated.



A summary of the restructuring charges and the remaining accrual is depicted in the following table ($ in millions):



|                           |  |                         |   |           |   |              |  |   |                     |   |  |   |    
|-------------------------- |  | ----------------------- | - | --------- | - | ------------ |  | - | ------------------- | - |  | - | ---
|                           |  | BalanceDecember 31,2004 |   | Additions |   | Utilizations |  |   | BalanceApril 1,2005
|Employee termination costs |  | $                       |  |           | $ | 2.8          |  | $ | (0.6                | ) |  | $ | 2.2
|                           |  |                         |   |           |   |              |  |   |                     |   |  |   |    



July 2004



In July 2004, the Company announced a restructuring plan to streamline its manufacturing and
support functions. The restructuring plan included the termination of employment of approximately 12% of the workforce. The terms of the relevant severance benefits were outlined in the pre-existing employee benefit policies of the Company. As the
severance obligation is probable and reasonably estimable and is a vested right attributable to the employees service already rendered, the Company recorded restructuring charges within continuing operations of $6.1 million during the quarter
ended October 1, 2004 for the severance benefits it was obligated to pay in accordance with the provisions of Statement of Financial Accounting Standards No. 112 (SFAS 112), Employers Accounting for Postemployment
Benefits. In connection with the restructuring, approximately 200 employees were notified that their employment would be terminated and were apprised of the specifics of their severance benefits. The affected positions included manufacturing,
research and development, and selling, general and administrative employees. All of the employees were located in the United States. As of April 1, 2005, 99% of the affected positions had been terminated.



A summary of the restructuring charges and the remaining accrual is depicted in the following
table ($ in millions):



|                           |  |                         |     |              |   |      |                     |  |   |    
|-------------------------- |  | ----------------------- | --- | ------------ | - | ---- | ------------------- |  | - | ---
|                           |  | BalanceDecember 31,2004 |     | Utilizations |   |      | BalanceApril 1,2005
|Employee termination costs |  | $                       | 2.0 |              | $ | (1.3 | )                   |  | $ | 0.7
|                           |  |                         |     |              |   |      |                     |  |   |    



10



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##### Table of Contents

Note HXicor Acquisition



On July 29, 2004, following receipt of approval of the shareholders of Intersil and Xicor, Intersil acquired Xicor by using Intersil Class A
common stock, options to purchase common stock, warrants to purchase common stock and cash to purchase 100% of the outstanding common stock of the Milpitas, California-based company. Intersil issued approximately 10.1 million shares of its Class A
common stock and paid approximately $231.7 million in cash (net of cash acquired) for all issued and outstanding shares of Xicor. The acquisition was accounted for using the purchase method of accounting and, accordingly, the results of operations
of Xicor have been included in the accompanying Condensed Consolidated Financial Statements since the acquisition date.



The following unaudited pro forma consolidated results of Company operations are presented as if the Xicor acquisition occurred on the first day of each period presented
below, ($ in millions, except per share data):



|                                                    |  |                   |       |              |   |      
|--------------------------------------------------- |  | ----------------- | ----- | ------------ | - | -----
|                                                    |  | Fiscal Year Ended
|                                                    |  | April 1,2005      |       | April 2,2004
|Product sales                                       |  | $                 | 128.1 |              | $ | 149.4
|                                                    |  |                   |       |              |   |      
|Income from continuing operations                   |  | $                 | 12.8  |              | $ | 18.9 
|                                                    |  |                   |       |              |   |      
|Income from continuing operations per basic share   |  | $                 | 0.09  |              | $ | 0.13 
|                                                    |  |                   |       |              |   |      
|Income from continuing operations per diluted share |  | $                 | 0.09  |              | $ | 0.13 
|                                                    |  |                   |       |              |   |      



The pro forma results of operations
include adjustments to give effect to additional amortization related to the increased value of acquired identified intangibles and the unearned stock-based compensation recorded in conjunction with the acquisition. Included in the pro forma results
above are certain infrequent events. These events include, the impairment of long-lived assets of $27.0 million for the quarter ended April 2, 2004 and an impairment reversal of $0.6 million for the quarter ended April 1, 2005. Included in the
quarter ended April 1, 2005 are restructuring costs of $2.8 million. Included in the quarter ended April 2, 2004 is $0.9 million of other loss that resulted from merger related expenses. Included in the quarter ended April 1, 2005 is other income of
$2.0 million explained in Note K. Included in the quarter ended April 2, 2004 is a gain from the sale of Intersils holdings in ChipPAC for a net realized gain of $3.8 million. The unaudited pro forma information is not necessarily indicative
of the results that would have occurred had the acquisition actually been made at the beginning of the period presented or the future results of the combined operations.



Note IDiscontinued Operations



The Company sold its Wireless Networking product group on August 28, 2003 to GlobespanVirata, Inc. This product group produced a portfolio of semiconductor solutions for
the wireless local area network market (WLAN). Initial proceeds from the transaction included $250.0 million in cash and $114.4 million in GlobespanVirata common stock.



During the quarter ended April 2, 2004 the Company recorded a gain of $6.9 million ($4.2 million net of tax) primarily due to the
finalization of the contingent working capital adjustment.



In accordance with
the provisions of SFAS 144, the Company has not included the results of operations of its Wireless Networking product group in the results from continuing operations. The results of operations for this product group have been reflected in
discontinued operations through the date of the sale. The income from discontinued operations for the quarter ended April 1, 2005 and April 2, 2004, respectively, consists of the following ($ in thousands):



|                                        |  |                           |   |                           |   |      
|--------------------------------------- |  | ------------------------- | - | ------------------------- | - | -----
|                                        |  | QuarterEnded April 1,2005 |   | QuarterEnded April 2,2004
|Gain from sale of product group         |  | $                         |  |                           | $ | 6,938
|                                        |  |                           |   |                           |   |      
|Income before taxes                     |  | $                         |  |                           | $ | 6,938
|Income tax provision                    |  |                           |  |                           |   | 2,693
|                                        |  |                           |   |                           |   |      
|Net income from discontinued operations |  | $                         |  |                           | $ | 4,245
|                                        |  |                           |   |                           |   |      



Note JImpairment Of
Long-Lived Assets



On March 18, 2004, the Company announced that it would
move all internal volume of its 0.6-micron (um) wafer processing to IBMs Burlington, Vermont manufacturing facility. It focused its Palm Bay, Florida manufacturing capacity on standard analog products, which are fabricated on greater than 1um
proprietary processes. Due to this shift in manufacturing to an outside provider, the Company recorded an impairment of $26.6 million ($16.5 million net of tax) during the quarter ended April 2, 2004 on certain



11



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##### Table of Contents

production equipment that was used to produce the 0.6-um wafers at its Palm Bay, Florida facility. The impairment was calculated as the excess of the
assets carrying value over its fair value as determined by the market prices of these types of assets. A majority of these assets have either been sold or are being held for sale. Subsequent to recording the initial impairment, the Company
made adjustments resulting in a net impairment reversal of $0.8 million during fiscal year 2004. During quarter ended April 1, 2005, the Company reversed $0.6 million of the impairment on this equipment as the actual selling price of certain assets
exceeded the impaired value.



Also, during quarter ended April 2, 2004 the
Company impaired $0.4 million of prepaid deposits to vendors due to change in a certain products roadmap. This long-term prepaid asset was impaired completely as the Company had no future use for the asset.



The impairment described above relates to continuing operations and is contained within the
caption Impairment of long-lived assets on the face of the Condensed Consolidated Statements of Income.



Note KOther Income



During the quarter ended April 1, 2005, the Company received insurance proceeds of $2.0 million for business interruption losses sustained as a result of two hurricanes,
which impacted its Florida operations during 2004.



Note LIncome Tax



The effective tax rate on income from continuing operations for the
quarter ended April 1, 2005 of 22.1% differs from the tax rate for the quarter ended April 2, 2004 of negative 148.1% due primarily to the tax gain recorded in connection with the settlement of the 1999 and 2000 Internal Revenue Service audits
during the first quarter of 2004. In addition, higher sales in lower tax jurisdictions and an increase in the interest from tax-exempt versus taxable investments also contributed to the difference.



Note MWarranties and Indemnifications



Warranty



Intersil provides for the estimated cost of product warranties at the time revenue is recognized. While the Company engages in extensive
product quality programs and processes, including actively monitoring and evaluating the quality of its suppliers, the estimated warranty obligation is affected by ongoing product failure rates and material usage costs incurred in correcting a
product failure. If actual product failure rates or material usage costs differ from estimates, revisions to the estimated warranty liability would be required. The Company warrants that its products will be free from defects in material workmanship
and possess the electrical characteristics to which the Company has committed. Typically, the warranty period is for one year following shipment. The Company estimates its warranty reserves based on historical warranty experience, tracks returns by
type and specifically identifies those returns that were based on product failures and similar occurrences. For the quarter ending April 1, 2005, changes in Intersils warranty accrual are summarized in the following table ($ in millions):



|                                                        |  |   |      |  
|------------------------------------------------------- |  | - | ---- | -
|Balance as of December 31, 2004                         |  | $ | 1.9  |  
|Accruals for warranties issued during the period        |  |   | 0.4  |  
|Settlements made, in cash or in kind, during the period |  |   | (0.6 | )
|                                                        |  |   |      |  
|Balance as of April 1, 2005                             |  | $ | 1.7  |  
|                                                        |  |   |      |  



Indemnifications



The Company sold its facility in Mountaintop, Pennsylvania to Fairchild Semiconductor
(Fairchild) in 2001. Fairchild recently alleged that trichloroethylene was discovered in the groundwater under that site, and has indicated that they will be seeking indemnification from Intersil. To the extent any contamination was
caused prior to August 1999, Harris has indemnified Intersil against any associated environmental liabilities. This indemnification does not expire, nor does it have a maximum amount.



The Harris facilities in Palm Bay, Florida, are listed on the National Priorities List (NPL) for groundwater clean up under the
Comprehensive Environmental Response, Compensation and Liabilities Act, or Superfund. Intersils adjacent facility is included in the listing since it was owned by Harris at the time of the listing. Remediation activities associated with the
NPL site have ceased. However, Harris is still obligated to conduct groundwater monitoring on the Companys property for an unspecified period of time. Harris has indemnified Intersil against any environmental liabilities associated with this
contamination. This indemnification does not expire, nor does it have a maximum amount.



The Companys former facility in Kuala Lumpur, Malaysia, which the Company sold to ChipPAC in June 2000, has known groundwater contamination from past operations. The contamination was discovered in May 2000, during the closure
activities associated with a former waste storage pad. This contamination has been attributed to activities conducted prior to Intersils



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acquisition of the facility from Harris. Harris is conducting additional investigations and some remediation may be required. Harris has indemnified Intersil
against any environmental liabilities associated with this contamination, and Intersil likewise is indemnifying ChipPAC against those liabilities. This indemnification does not expire, nor does it have a maximum amount.



The Company generally provides customers with a limited indemnification against intellectual
property infringement claims related to the Companys products. The Company accrues for known indemnification issues if a loss is probable and can be reasonably estimated, and accrues for estimated incurred but unidentified issues based on
historical activity. The accrual and the related expense for known issues were not significant during the periods presented.



In certain instances when we sell product groups, the Company may retain certain liabilities for known exposures and provide indemnification to the buyer with respect to
future claims arising from events occurring prior to the sale date, including liabilities for taxes, legal matters, intellectual property infringement, environmental exposures and other obligations. The terms of the indemnifications vary in
duration, from one to two years for certain types of indemnities, to terms for tax indemnifications that are generally aligned to the applicable statute of limitations for the jurisdiction in which the divestiture occurred, and terms for
environmental indemnities that typically do not expire. The maximum potential future payments that the Company could be required to make under these indemnifications are either contractually limited to a specified amount or unlimited. The Company
believes that the maximum potential future payments that the Company could be required to make under these indemnifications are not determinable at this time, as any future payments would be dependent on the type and extent of the related claims,
and all available defenses, which are not estimable.



Note NRelated
Party Transactions



Sterling, an indirect wholly owned subsidiary of
Citigroup, Inc., and its affiliates formerly owned a significant number of Intersils common shares. However, as of April 1, 2005, Sterling held none. Citigroup Venture Capital Equity Partners, which is managed by an indirect wholly owned
subsidiary of Citigroup, Inc., indirectly owns an interest in STATS ChipPAC.



Intersil has a contract with STATS ChipPAC, in which STATS ChipPAC provides a specified percentage of Intersils test and package activities subject to certain exceptions. The terms of the contract were the result of arms-length
negotiations and are no less favorable than those that could be obtained from non-affiliated parties. This contract expires June 30, 2005. At the time the contract was entered into, Citigroup Venture Capital held a seat on Intersils Board of
Directors and on the Board of Directors of the predecessor to STATS ChipPAC. The Company had $7.9 million and $6.3 million of trade accounts payable to STATS ChipPAC as of April 1, 2005 and December 31, 2004, respectively. Purchases under this
contract totaled $11.4 million and $8.7 million during the quarters ended April 1, 2005 and April 2, 2004, respectively. Although the Company expect its relationship with STATS ChipPAC to continue after the expiration of this agreement, the services
provided under this agreement are available from other vendors.



Note
ORecent Accounting Pronouncements



On April 14, 2005, the U.S.
Securities and Exchange Commission adopted a new rule amending the compliance dates for FAS 123R. In accordance with the new rule, the accounting provisions of FAS 123R will be effective for the Company in fiscal 2006. The Company is in the process
of determining how the guidance regarding valuing share-based compensation as proscribed by FAS 123R will be applied to valuing share-based awards granted after the effective date and the impact the recognition of compensation expense related to
such awards will have on its financial statements. It is, however, expected to have a negative effect on consolidated net income.



Note PLegal Matters



The Company is currently party to various claims and legal proceedings. If the Company believes that a loss from these matters is probable and the amount of the loss can
be reasonably estimated, the Company will record the amount of the loss. As additional information becomes available, the Company will reassess any potential liability related to these matters and, if necessary, will revise its estimates.



If the Company believes a loss is less than likely but more than remote, it
will disclose the nature of the matter and, if possible, disclose its estimate of the possible loss.



Note QSegment Information



The
Company operates and accounts for its results in one reportable segment. The Company designs, develops, manufacturers and markets high performance integrated circuits. The Chief Executive Officer has been identified as the Chief Operating Decision
Maker as defined by Statement of Financial Accounting Standard No. 131 (FAS 131), Disclosures about Segments of an Enterprise and Related Information.



13



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##### Table of Contents

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



The following discussion should be read in conjunction with, and is qualified in its entirety by reference to our condensed consolidated financial statements, including
the notes thereto. Except for historical information, the discussions in this section contain forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those discussed below.



This Quarterly Report contains statements relating to our expected future results and
business trends that are based upon our current estimates, expectations, and projections about our industry, and upon managements beliefs, and certain assumptions we have made, that are forward-looking statements as defined in the
Private Securities Litigation Reform Act of 1995. Words such as anticipates, expects, intends, plans, believes, seeks, estimates, may, will,
and variations of these words or similar expressions are intended to identify forward-looking statements. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements. Such statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict. Therefore, our
actual results may differ materially and adversely from those expressed in any forward-looking statement as a result of various factors. These factors include, but are not limited to: global economic and market conditions, including the
cyclical nature of the semiconductor industry and the markets addressed by our and our customers products; demand for, and market acceptance of, new and existing products; successful development of new products; the timing of new product
introductions; the successful integration of acquisitions; the availability and extent of utilization of manufacturing capacity and raw materials; the need for additional capital; pricing pressures and other competitive factors; changes in product
mix; fluctuations in manufacturing yields; product obsolescence; the ability to develop and implement new technologies and to obtain protection of the related intellectual property. These forward-looking statements are made only as of
the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.



Overview



We design, develop, manufacture and market high performance integrated circuits. We believe our product portfolio addresses some of the fastest growing applications
within four attractive end markets: high-end consumer, computing, communications and industrial.



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##### Table of Contents

Results of Operations



The following table sets forth statement of operations data in dollars and as a percentage of revenue for the periods indicated:



|                                                                                       |  |                  |         |   |               |   |         |               |  |       |               |  |       |  
|-------------------------------------------------------------------------------------- |  | ---------------- | ------- | - | ------------- | - | ------- | ------------- |  | ----- | ------------- |  | ----- | -
|                                                                                       |  | Quarter Ended    |         |   | Quarter Ended |  
|                                                                                       |  | April 1, 2005    |         |   | April 2, 2004 |   |         | April 1, 2005 |  |       | April 2, 2004 | 
|                                                                                       |  | ($ in thousands) |         |   |               |   |         |               | 
|Revenue                                                                                |  | $                | 128,080 |   |               | $ | 137,430 |               |  | 100.0 | %             |  | 100.0 | %
|Costs, expenses and other income                                                       |  |                  |         |   |               |   |         |               |  |       |               |  |       |  
|Cost of product sales                                                                  |  |                  | 57,689  |   |               |   | 59,122  |               |  | 45.0  | %             |  | 43.0  | %
|Research and development                                                               |  |                  | 26,762  |   |               |   | 24,615  |               |  | 20.9  | %             |  | 17.9  | %
|Selling, general and administrative                                                    |  |                  | 24,394  |   |               |   | 21,542  |               |  | 19.0  | %             |  | 15.7  | %
|Amortization of intangibles                                                            |  |                  | 2,491   |   |               |   | 1,166   |               |  | 1.9   | %             |  | 0.8   | %
|Amortization of unearned compensation                                                  |  |                  | 3,751   |   |               |   | 1,552   |               |  | 2.9   | %             |  | 1.1   | %
|Impairment (recovery) of long-lived assets                                             |  |                  | (618    | ) |               |   | 27,010  |               |  | -0.5  | %             |  | 19.7  | %
|Restructuring                                                                          |  |                  | 2,845   |   |               |   |        |               |  | 2.2   | %             |  | 0.0   | %
|Other (income) loss                                                                    |  |                  | (2,000  | ) |               |   |        |               |  | -1.6  | %             |  | 0.0   | %
|                                                                                       |  |                  |         |   |               |   |         |               |  |       |               |  |       |  
|Operating income                                                                       |  |                  | 12,766  |   |               |   | 2,423   |               |  | 10.0  | %             |  | 1.8   | %
|Gain on investments                                                                    |  |                  |        |   |               |   | 3,799   |               |  | 0.0   | %             |  | 2.8   | %
|Interest income, net                                                                   |  |                  | 3,689   |   |               |   | 3,089   |               |  | 2.9   | %             |  | 2.2   | %
|                                                                                       |  |                  |         |   |               |   |         |               |  |       |               |  |       |  
|Income from continuing operations before income taxes                                  |  |                  | 16,455  |   |               |   | 9,311   |               |  | 12.8  | %             |  | 6.8   | %
|Income tax provision (benefit)                                                         |  |                  | 3,638   |   |               |   | (13,793 | )             |  | 2.8   | %             |  | -10.0 | %
|                                                                                       |  |                  |         |   |               |   |         |               |  |       |               |  |       |  
|Income from continuing operations                                                      |  |                  | 12,817  |   |               |   | 23,104  |               |  | 10.0  | %             |  | 16.8  | %
|Discontinued operations                                                                |  |                  |         |   |               |   |         |               |  |       |               |  |       |  
|Income from discontinued operations, including gain from disposal, before income taxes |  |                  |        |   |               |   | 6,938   |               |  | 0.0   | %             |  | 5.0   | %
|Income tax provision from discontinued operations                                      |  |                  |        |   |               |   | 2,693   |               |  | 0.0   | %             |  | 2.0   | %
|                                                                                       |  |                  |         |   |               |   |         |               |  |       |               |  |       |  
|Net income from discontinued operations                                                |  |                  |        |   |               |   | 4,245   |               |  | 0.0   | %             |  | 3.1   | %
|                                                                                       |  |                  |         |   |               |   |         |               |  |       |               |  |       |  
|Net income                                                                             |  | $                | 12,817  |   |               | $ | 27,349  |               |  | 10.0  | %             |  | 19.9  | %
|                                                                                       |  |                  |         |   |               |   |         |               |  |       |               |  |       |  

---

Note:    Percentages may not add
due to rounding.



Revenue



Revenue from continuing operations for the quarter ended April 1, 2005 decreased $9.4
million or 6.8% to $128.1 million from $137.4 million during the quarter ended April 2, 2004. The decrease in net sales was primarily due to a $5.9 million decrease in revenue for our products serving the communication end market and a $5.2 million
decrease in revenue for our core power products serving the computing market. In aggregate, a 2% decrease in unit demand decreased net sales by $2.5 million and a 5% decline in average selling prices (ASPs), decreased net sales by $6.9
million. These shifts are not expected to change the demand or return characteristics for our products.



Geographically, 58.7%, 26.0% and 14.6% of product sales were derived from Asia/Pacific, North America and Europe, respectively, during the quarter ended April 1, 2005 as compared to 60.8%, 25.2% and 14.2% during the
quarter ended April 2, 2004.



We sell our products to customers in a variety of
countries (in descending order by volume) including the United States, China, Taiwan, Germany, Korea, Japan, Singapore, Thailand, United Kingdom, Malaysia, Philippines, Italy and France as well as others with less volume. Sales to customers in the
United States comprised approximately 25.7% of the revenue, followed by China with 23.6% and Taiwan with 14.1% during the quarter ended April 1, 2005. One distributor that supports a wide range of customers in Taiwan and China accounted for 10% of
the Companys sales in quarter ended April 1, 2005.



Gross Profit



Cost of product sales consists primarily of purchased materials, labor
and overhead (including depreciation) associated with product manufacturing, plus licensing and sustaining engineering expenses pertaining to products sold. During the quarter ended April 1, 2005, gross profit from continuing operations decreased
10.1% or $7.9 million to $70.4 million from $78.3 million during the quarter ended April 2, 2004. As a percentage of sales, gross margin from continuing operations was 55.0% during the quarter ended April 1, 2005 compared to 57.0% during the quarter
ended April 2, 2004. The decrease in gross profit margin was primarily due to the decline in revenue and in some average selling prices.



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Research and Development (R&D)



R&D expenses consist primarily of salaries and costs of employees engaged in product/process research, design and development
activities, as well as related subcontracting activities, prototype development, cost of design tools and technology license agreement expenses. R&D expenses from continuing operations increased $2.2 million or 8.7% to $26.8 million during the
quarter ended April 1, 2005 from $24.6 million during the quarter ended April 2, 2004. The increase in these expenses was primarily driven by additional labor expenses due to increased hiring and the addition of Xicor personnel, as well as salary
increases.



Selling, General and Administrative (SG&A)



SG&A costs include marketing, selling, general and administrative
expenses. SG&A costs from continuing operations increased by $2.9 million or 13.2% to $24.4 million during the quarter ended April 1, 2005 from $21.5 million during the quarter ended April 2, 2004. The increase in spending is primarily driven by
additional headcount, specifically in the marketing and selling areas, the addition of Xicor personnel, as well as increased audit expenses related to compliance with the Sarbanes Oxley Act of 2002.



Amortization



Amortization of intangible assets from continuing operations increased by $1.3 million to $2.5 million during the quarter ended April 1,
2005 from $1.2 million during the quarter ended April 2, 2004. The increase is due to the addition of developed technology, resulting from the purchase of Xicor and certain of the assets of Bitblitz Communications. Definite lived assets are being
amortized over their useful lives ranging from 9 to 11 years.



Statement of
Financial Accounting Standards No. 142 (SFAS 142), Goodwill and Other Intangible Assets, requires testing goodwill for impairment at least annually, or more frequently if impairment indicators arise. During the fourth quarter
of 2004, we determined that the value of each of our reporting units exceeded its book value. Therefore, no impairments were recorded. Depending on the future market demand for our products, among other factors, we could experience an impairment on
this balance.



Unearned Compensation



Amortization of unearned compensation from continuing operations increased to $3.8 million
during the quarter ended April 1, 2005 from $1.6 million during the quarter ended April 2, 2004. This increase is primarily due to acquisition of Xicor.



Impairment of Long-Lived Assets



On March 18, 2004, we announced that we would move all internal volume of our 0.6 micron (um) wafer processing to IBMs Burlington, Vermont manufacturing facility.
We started to focus our entire Palm Bay, Florida manufacturing capacity on standard analog products fabricated on greater than 1um proprietary processes. Due to this shift in manufacturing to an outside provider, we recorded an impairment of $26.6
million ($16.5 million net of tax) during the quarter ended April 2, 2004 on certain production equipment that was used to produce the 0.6-um wafers at our Palm Bay, Florida facility. The impairment was calculated as the excess of the assets
carrying value over its fair value as determined by the market prices of these types of assets. The majority of these assets have either been sold or are being held for sale. Subsequent to recording the initial impairment, we made adjustments
resulting in a net impairment reversal of $0.8 million during fiscal year 2004. During quarter ended April 1, 2005, we reversed $0.6 million of the impairment on this equipment as the actual selling price of certain assets exceeded the impaired
value by at least that amount. Also, during quarter ended April 2, 2004 we impaired $0.4 million of prepaid deposits to vendors due to change in a certain products roadmap. This long-term prepaid asset was impaired completely as we had no
future use for the asset.



Restructuring



In March 2005, the Company announced a restructuring plan to further streamline its
operations and reduce costs. The restructuring plan included the termination of employment of approximately 100 employees. The terms of the relevant severance benefits were outlined in the pre-existing employee benefit policies of the Company. As
the severance obligation is probable and reasonably estimable and is a vested right attributable to the employees service already rendered, the Company recorded restructuring charges within continuing operations of $2.8 million during the
quarter ended April 1, 2005 for the severance benefits it was obligated to pay in accordance with the provisions of Statement of Financial Accounting Standards No. 112 (SFAS 112), Employers Accounting for Postemployment
Benefits. In connection with the restructuring, the employees were notified that their employment would be terminated and were apprised of the specifics of their severance benefits. The affected positions included manufacturing, research and
development, and selling, general and administrative employees. As of April 1, 2005, 85% of the affected positions had been terminated.



Savings from the restructuring are being realized as each of the specific actions is being completed. Specifically, we estimate that annual savings of cost of product
sales are approximately $5.2 million. We also estimate that annual savings of research and development expenses are $2.3 million. Finally, we estimate that annual savings of selling, general and administrative expenses are $1.0 million. These
savings are primarily in the form of decreased payroll and healthcare costs. We believe there will not be significant variances between the expected savings and actual savings. The remaining restructuring accrual balance as of April 1, 2005 will be
paid over the next 12 months.



Other Income



During the quarter ended April 1, 2005, we received insurance proceeds of $2.0 million for
business interruption losses sustained as a result of two hurricanes, which impacted our Florida operations during 2004. These proceeds are not considered normal business operations, as such we do not expect to receive additional proceeds in the
future.



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##### Table of Contents

Interest Income/Expense



Net interest income increased to $3.7 million during the quarter ended April 1, 2005 from $3.1 million during the quarter ended April 2, 2004. This increase is due to
longer maturities on our held-to-maturity investment balances and increases in short-term interest rates.



Gain on Investments



During the quarter
ended April 2, 2004, we sold all of our holdings in ChipPAC for a realized gain of $3.8 million. Proceeds from the sale were $8.7 million. As a result of this sale, we recognized $2.8 million ($1.8 million net of tax) of unrealized gains previously
recorded in the other comprehensive income line item of shareholders equity in the Condensed Consolidated Balance Sheets.



Tax Expense



Our effective tax rate on income from continuing operations for the quarter ended April 1, 2005 of 22.1% differs from our tax rate for the quarter ended April 2, 2004 of negative 148.1% due primarily to the tax gain
recorded in connection with the settlement of the 1999 and 2000 Internal Revenue Service audits during the first quarter of 2004. In addition, higher sales in lower tax jurisdictions and an increase in our interest from tax-exempt versus taxable
investments also contributed to the difference.



In determining net income, we
must make certain estimates and judgments in the calculation of tax expense and tax liabilities and in the recoverability of deferred tax assets that arise from temporary differences between the tax and financial statement recognition of revenues
and expenses.



In the ordinary course of business, there may be many
transactions and calculations where the ultimate tax outcome is uncertain. The calculation of tax liabilities involves uncertainties in the application of complex tax laws. We recognize probable liabilities for anticipated tax audit issues in the
United States and other tax jurisdictions based on an estimate of the ultimate resolution of whether, and the extent to which, additional taxes will be due. Although we believe the estimates are reasonable, no assurance can be given that the final
outcome of these matters will not be different than amounts reflected in the historical income tax provisions and accruals. Such differences could have a material impact on the income tax provision and operating results in the period in which such
determination is made.



In addition to the risks to the effective tax rate
described above, the effective tax rate reflected in our forward-looking statements is based on current enacted tax law. Significant changes in enacted tax law could materially affect these estimates.



Backlog



Our sales are made pursuant to purchase orders that are generally booked from one to six months in advance of delivery. Our standard terms
and conditions of sale provide that these orders become non-cancelable thirty days prior to scheduled delivery for standard products and ninety days prior to scheduled delivery for semi-custom and custom products. Backlog is influenced by several
factors, including market demand, pricing and customer order patterns in reaction to product lead times. We had a six-month backlog at April 1, 2005 of $88.9 million compared to December 31, 2004 of $78.8 million. Although not always the case,
backlog can be a leading indicator of performance for the next two quarters.



Business Outlook



Our external conditions continue to improve.
However, due to seasonality, the high-end consumer and computing markets generally do not experience a strengthening in demand until the third or fourth quarter. On April 27, 2005, we announced our outlook for the second quarter of 2005. At that
time, we expected revenue for the second quarter to grow between 4-6% over the first quarter, driven by our orders momentum, increased acceptance of our new products and the continued strength from our design wins.



Off-Balance Sheet Arrangements



With the exception of our inventory purchase order commitments, our off-balance sheet items
have not changed significantly from December 31, 2004. At April 1, 2005, we have committed to purchase $15.0 million of inventory from suppliers.



Liquidity and Capital Resources



Our capital requirements depend on a variety of factors, including but not limited to, the rate of increase or decrease in our existing business base; the success, timing
and amount of investment required to bring new products on-line; revenue growth or decline; and potential acquisitions. We believe that we have the financial resources necessary to meet business requirements for the next 12 months,



17



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including the requisite capital expenditures for the expansion or upgrading of worldwide manufacturing capacity, working capital requirements, our dividend
program, our treasury share repurchase program and potential future acquisitions or strategic investments. As of April 1, 2005, our total shareholders equity was $2,430.5 million. Also, we had $551.1 million in cash and short-term securities,
as well as $159.6 million in long-term investments, which included $149.2 million of long-term securities and $10.4 million in other investments.



Net cash provided by operating activities during the quarter ended April 1, 2005 was $35.8 million. This was primarily due to income from continuing operations of $12.8
million excluding non-cash charges such as impairment recovery of $0.6 million, amortization of purchased intangibles of $2.5 million, amortization of unearned stock-based compensation of $4.1 million, restructuring charges of $2.8 million and
depreciation of long-lived assets of $6.5 million and $5.1 million in cash generated by components of working capital including accounts receivable, inventory, prepaid assets, and accounts payable. Net cash used by investing activities during
quarter ended April 1, 2005 was $21.3 million. Net cash used by financing activities during the quarter ended April 1, 2005 was $25.9 million resulting primarily from the purchase of treasury shares and the payment of dividends offset by the
proceeds of exercised stock options. We expect to continue this level of share repurchases for the foreseeable future.



We provide for the estimated cost of product warranties at the time revenue is recognized. While we engage in extensive product quality programs and processes, including
actively monitoring and evaluating the quality of our suppliers, the estimated warranty obligation is affected by ongoing product failure rates and material usage costs incurred in correcting a product failure. If actual product failure rates or
material usage costs differ from estimates, revisions to the estimated warranty liability would be required. We warrant that our products will be free from defects in material workmanship and possess the electrical characteristics to which we have
committed. The warranty period is for one year following shipment. We estimate our warranty reserves based on historical warranty experience. We track returns by type and specifically identify those returns that were based on product failures and
similar occurrences. Warranty reserves for the quarter ended April 1, 2005 were $1.7 million.



In certain instances when we sell product groups or assets, we may retain certain liabilities for known exposures and provide indemnification to the buyer with respect to future claims arising from events occurring
prior to the sale date, including liabilities for taxes, legal matters, intellectual property infringement, environmental exposures and other obligations. The terms of the indemnifications for tax are generally aligned to the applicable statute of
limitations for the jurisdiction in which the divestiture occurred. The terms for environmental indemnities typically do not expire. All other indemnifications are from one to two years. The maximum potential future payments that we could be
required to make under these indemnifications are either contractually limited to a specified amount or unlimited. We believe that the maximum potential future payments that we could be required to make under these indemnifications are not
determinable at this time, as any future payments would be dependent on the type and extent of the related claims, and all available defenses, which are not estimable.



We generally provide customers with a limited indemnification against intellectual property infringement claims related to our products. We
accrue for known indemnification issues if a loss is probable and can be reasonably estimated, and accrue for estimated incurred but unidentified issues based on historical activity. The accrual and the related expense for known issues were not
significant during the periods presented.



Working Capital



Trade accounts receivable, less the allowances decreased by $1.7 million to $76.2 million
at April 1, 2005 from $77.9 million at December 31, 2004. Inventories also decreased by $2.5 million or 2.7% to $93.9 million at April 1, 2005 from $96.5 million at December 31, 2004.



Capital Expenditures



Capital expenditures were $2.9 million for the quarter ended April 1, 2005 and $2.5 million the quarter ended April 2, 2004.



Dividends



In February 2005, our Board of Directors declared a common stock dividend, of $0.04 per share, which was paid on February 25, 2005 to
stockholders of record as of February 15, 2005. In April 2005, our Board of Directors also declared a dividend, of $0.04 per share, to be paid on May 27, 2005 to shareholders of record as of the close of business on May 17, 2005.



Treasury Share Repurchase Program



We have a treasury stock repurchase program, which authorizes us to repurchase up to $150.0
million in our common stock, of which $83.8 million had been repurchased as of April 1, 2005. During the quarter ended April 1, 2005, we, as authorized by the Board of Directors, repurchased 1,447,000 shares of our Class A common stock at an
approximate cost of $24.1 million. As of April 1, 2005, we held 9,525,670 shares of treasury stock at a cost of $181.8 million. The table below summarizes this activity (in millions and at cost):



|                                        |  |               |       |                 |          
|--------------------------------------- |  | ------------- | ----- | --------------- | ---------
|                                        |  | Cost ofshares |       | Number ofShares
|Treasury shares as of December 31, 2004 |  | $             | 157.7 |                 | 8,078,670
|Treasury shares repurchased             |  |               | 24.1  |                 | 1,447,000
|                                        |  |               |       |                 |          
|Treasury shares as of April 1, 2005     |  | $             | 181.8 |                 | 9,525,670
|                                        |  |               |       |                 |          



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Transactions with Related and Certain Other Parties



Sterling, an indirect wholly owned subsidiary of Citigroup, Inc., and its affiliates formerly owned a significant number of Intersils
common shares. However, as of April 1, 2005, Sterling held none. Citigroup Venture Capital Equity Partners, which is managed by an indirect wholly owned subsidiary of Citigroup, Inc., indirectly owns an interest in STATS ChipPAC.



We have a contract with STATS ChipPAC, in which they provide a specified percentage of our
test and package activities subject to certain exceptions. The terms of the contract were the result of arms-length negotiations and are no less favorable than those that could be obtained from non-affiliated parties. This contract expires June 30,
2005. At the time the contract was entered into, Citigroup Venture Capital held a seat on Intersils Board of Directors and on the Board of Directors of the predecessor to STATS ChipPAC. We had $7.9 million and $6.3 million of trade accounts
payable to STATS ChipPAC as of April 1, 2005 and December 31, 2004, respectively. Purchases under this contract totaled $11.4 million and $8.7 million during the quarters ended April 1, 2005 and April 2, 2004, respectively. Although we expect our
relationship with STATS ChipPAC to continue after the expiration of this agreement, the services provided under this agreement are available from other vendors.



Item 3.Quantitative and Qualitative Disclosures About Market Risk



During the quarter ended April 1, 2005, we purchased and sold $11.1 million of foreign exchange forward contracts. The derivatives were also recognized on the balance
sheet at their fair value, which was nominal, at April 1, 2005.



Item 4.Controls and Procedures



(a) Evaluation of Disclosure Controls and Procedures.Our management, with the participation of our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, evaluated the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act) as of April 1, 2005. In designing and evaluating our disclosure controls and procedures, our management recognized that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of achieving their objectives, and our management necessarily applied its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this
evaluation, our CEO and CFO concluded that, as of April 1, 2005, our disclosure controls and procedures were (1) designed to ensure that material information relating to us, including our consolidated subsidiaries, is made known to our CEO and CFO
by others within those entities, particularly during the period in which this report was being prepared and (2) effective, in that they provide reasonable assurance that information required to be disclosed by us in the reports that we file or
submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms.



(b) Changes in Internal Controls.No change in our internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act) occurred during the fiscal quarter ended April 1, 2005 that has materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting.



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##### Table of Contents

PART II. OTHER INFORMATION



Item 2.Unregistered Sales of Equity Securities and Use of Proceeds



During quarter ended April 1, 2005, we, as authorized by our Board of Directors, repurchased 1,447,000 shares of our Class A common stock at an approximate cost of $24.1
million. As of April 1, 2005, we held 9,525,670 shares of treasury stock at a cost of $181.8 million.



|         |  |          |  |           |  |     |       |     |           |  |   |            |  |       
|-------- |  | -------- |  | --------- |  | --- | ----- | --- | --------- |  | - | ---------- |  | ------
|Period   |  | (a)      |  | (b)       |  | (c) |       | (d) |           | 
|Begin    |  | End      |  |           |  |     |      
|01/01/05 |  | 01/28/05 |  |          |  | $   |      |     |          |  | $ | 90,249,814 |  | Plan A
|01/29/05 |  | 02/25/05 |  | 780,000   |  | $   | 16.56 |     | 780,000   |  | $ | 77,332,150 |  | Plan A
|02/26/05 |  | 04/01/05 |  | 667,000   |  | $   | 16.75 |     | 667,000   |  | $ | 66,159,548 |  | Plan A
|         |  |          |  |           |  |     |       |     |           |  |   |            |  |       
|Total    |  |          |  | 1,447,000 |  | $   | 16.65 |     | 1,447,000 |  | $ | 66,159,548 |  |       
|         |  |          |  |           |  |     |       |     |           |  |   |            |  |       

---

|(a) | Total Number of Shares Purchased
|--- | --------------------------------

|(b) | Average Price Paid per Share
|--- | ----------------------------

|(c) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|--- | --------------------------------------------------------------------------------

|(d) | Maximum Dollar Value that May Yet Be Purchased Under the Plans or Programs
|--- | --------------------------------------------------------------------------

|(e) | On September 13, 2004, we announced the approval by our Board of Directors to repurchase $150.0 million of our Class A common stock during the twelve months following the
announcement.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Item 6.Exhibits



The list
of exhibits required by Item 601 of Regulation S-K to be filed as part of this Report is incorporated by reference to the Exhibit Index following the signatures herein.



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SIGNATURES



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



INTERSIL CORPORATION (Registrant)/s/    DANIEL J. HENEGHANDaniel J. Heneghan Chief Financial Officer




Date: May 10, 2005





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INDEX TO EXHIBITS



|            |  |                                                                                                                                                                                                                                           
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                               
|3.01        |  | Amended and Restated Certificate of Incorporation of Intersil (incorporated by reference to Exhibit 3.01 to the Annual Report on Form 10-K previously filed by Intersil Corporation on March 9,
2004)(Annual Report on Form 10-K, 2004).
|            | 
|3.02        |  | Restated Bylaws of Intersil (incorporated by reference to Exhibit 3.02 to the Annual Report on Form 10-K, 2004).                                                                                                                          
|            | 
|31.01       |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act, as adopted by Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                                    
|            | 
|31.02       |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act, as adopted by Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                                    
|            | 
|32.01       |  | Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*                

---

|* | Filed herewith.
|- | ---------------



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