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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q







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

For the quarterly period ended July 3, 2009

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





INTERSIL CORPORATION

(Exact name of
registrant as specified in its charter)







|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|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)





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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark if the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Act).



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  | x |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller Reporting Company |  |  ̈

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

The number of shares outstanding of the issuers classes of common stock as of the close of business on July 31, 2009:



|                                              |  |                 
|--------------------------------------------- |  | ----------------
|Title of Each Class                           |  | Number of Shares
|Class A common stock par value $.01 per share |  | 122,295,528     









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INTERSIL CORPORATION

INDEX



|                              |  |                                                                                                                      |  |     
|----------------------------- |  | -------------------------------------------------------------------------------------------------------------------- |  | ----
|                              |  |                                                                                                                      |  | Page
|PART I. FINANCIAL INFORMATION
|                              |  |                                                                                                                     
|Item 1.                       |  | Financial Statements                                                                                                 |  |     
|                              |  |                                                                                                                     
|                              |  | Unaudited Consolidated Statements of Operations for the quarter and two quarters ended July 3, 2009 and July 4,
2008 |  | 3   
|                              |  |                                                                                                                     
|                              |  | Unaudited Consolidated Balance Sheets as of July 3, 2009 and January 2, 2009                                         |  | 4   
|                              |  |                                                                                                                     
|                              |  | Unaudited Consolidated Statements of Cash Flows for the two quarters ended July 3, 2009 and July 4,
2008             |  | 5   
|                              |  |                                                                                                                     
|                              |  | Notes to Unaudited Consolidated Financial Statements                                                                 |  | 6   
|                              |  |                                                                                                                     
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                |  | 21  
|                              |  |                                                                                                                     
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                                           |  | 28  
|                              |  |                                                                                                                     
|Item 4.                       |  | Controls and Procedures                                                                                              |  | 29  
|                             
|PART II. OTHER INFORMATION   
|                              |  |                                                                                                                     
|Item 1.                       |  | Legal Proceedings                                                                                                    |  | 29  
|                              |  |                                                                                                                     
|Item 1A.                      |  | Risk Factors                                                                                                         |  | 29  
|                              |  |                                                                                                                     
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                                                  |  | 29  
|                              |  |                                                                                                                     
|Item 6.                       |  | Exhibits                                                                                                             |  | 30  
|                              | 
|SIGNATURE                     |  | 31                                                                                                                  
|                              | 
|INDEX TO EXHIBITS             |  | 31                                                                                                                  



2



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##### Table of Contents

PART I. FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

INTERSIL CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS



|                                                          |  |                                   |         |                    |   |             |  |   |             |   |  |   |         |  
|--------------------------------------------------------- |  | --------------------------------- | ------- | ------------------ | - | ----------- |  | - | ----------- | - |  | - | ------- | -
|                                                          |  | Quarter ended                     |         | Two quarters ended |  
|                                                          |  | July 3,2009                       |         | July 4,2008        |   | July 3,2009 |  |   | July 4,2008 |  
|                                                          |  | (Unaudited)                       |        
|                                                          |  | (in thousands, except share data) |        
|Revenue                                                   |  | $                                 | 147,280 |                    | $ | 216,227     |  | $ | 265,451     |   |  | $ | 419,929 |  
|Cost of revenue                                           |  |                                   | 67,510  |                    |   | 93,660      |  |   | 120,533     |   |  |   | 187,740 |  
|                                                          |  |                                   |         |                    |   |             |  |   |             |   |  |   |         |  
|Gross profit                                              |  |                                   | 79,770  |                    |   | 122,567     |  |   | 144,918     |   |  |   | 232,189 |  
|                                                          |  |                                   |         |                   
|Operating costs and expenses:                             |  |                                   |         |                    |   |             |  |   |             |   |  |   |         |  
|Research and development                                  |  |                                   | 37,039  |                    |   | 38,625      |  |   | 69,803      |   |  |   | 73,761  |  
|Selling, general and administrative                       |  |                                   | 29,780  |                    |   | 36,288      |  |   | 55,601      |   |  |   | 63,806  |  
|Amortization of purchased intangibles                     |  |                                   | 3,406   |                    |   | 3,054       |  |   | 6,912       |   |  |   | 6,006   |  
|In-process research and development credit                |  |                                   |        |                    |   |            |  |   | (215        | ) |  |   |        |  
|Restructuring                                             |  |                                   | 379     |                    |   | 1,245       |  |   | 1,941       |   |  |   | 4,860   |  
|                                                          |  |                                   |         |                    |   |             |  |   |             |   |  |   |         |  
|Operating income                                          |  |                                   | 9,166   |                    |   | 43,355      |  |   | 10,876      |   |  |   | 83,756  |  
|Gain (loss) on deferred compensation investments, net     |  |                                   | 1,070   |                    |   | 814         |  |   | 828         |   |  |   | (137    | )
|Loss on certain investments, net                          |  |                                   |        |                    |   |            |  |   |            |   |  |   | (6,390  | )
|Interest income, net                                      |  |                                   | 1,391   |                    |   | 4,090       |  |   | 2,827       |   |  |   | 8,924   |  
|                                                          |  |                                   |         |                    |   |             |  |   |             |   |  |   |         |  
|Income from continuing operations before income taxes     |  |                                   | 11,627  |                    |   | 48,259      |  |   | 14,531      |   |  |   | 86,153  |  
|Income tax expense from continuing operations             |  |                                   | 5,396   |                    |   | 10,304      |  |   | 5,922       |   |  |   | 484     |  
|                                                          |  |                                   |         |                    |   |             |  |   |             |   |  |   |         |  
|Income from continuing operations                         |  |                                   | 6,231   |                    |   | 37,955      |  |   | 8,609       |   |  |   | 85,669  |  
|Discontinued operations:                                  |  |                                   |         |                    |   |             |  |   |             |   |  |   |         |  
|Income tax benefit from discontinued operations           |  |                                   |        |                    |   |            |  |   |            |   |  |   | (19,422 | )
|                                                          |  |                                   |         |                    |   |             |  |   |             |   |  |   |         |  
|Income from discontinued operations                       |  |                                   |        |                    |   |            |  |   |            |   |  |   | 19,422  |  
|                                                          |  |                                   |         |                    |   |             |  |   |             |   |  |   |         |  
|Net income                                                |  | $                                 | 6,231   |                    | $ | 37,955      |  | $ | 8,609       |   |  | $ | 105,091 |  
|                                                          |  |                                   |         |                    |   |             |  |   |             |   |  |   |         |  
|Basic earnings per share:                                 |  |                                   |         |                    |   |             |  |   |             |   |  |   |         |  
|Income from continuing operations                         |  | $                                 | 0.05    |                    | $ | 0.31        |  | $ | 0.07        |   |  | $ | 0.68    |  
|Income from discontinued operations                       |  |                                   |        |                    |   |            |  |   |            |   |  |   | 0.16    |  
|                                                          |  |                                   |         |                    |   |             |  |   |             |   |  |   |         |  
|Net income                                                |  | $                                 | 0.05    |                    | $ | 0.31        |  | $ | 0.07        |   |  | $ | 0.84    |  
|                                                          |  |                                   |         |                    |   |             |  |   |             |   |  |   |         |  
|Diluted earnings per share:                               |  |                                   |         |                    |   |             |  |   |             |   |  |   |         |  
|Income from continuing operations                         |  | $                                 | 0.05    |                    | $ | 0.30        |  | $ | 0.07        |   |  | $ | 0.68    |  
|Income from discontinued operations                       |  |                                   |        |                    |   |            |  |   |            |   |  |   | 0.16    |  
|                                                          |  |                                   |         |                    |   |             |  |   |             |   |  |   |         |  
|Net income                                                |  | $                                 | 0.05    |                    | $ | 0.30        |  | $ | 0.07        |   |  | $ | 0.84    |  
|                                                          |  |                                   |         |                    |   |             |  |   |             |   |  |   |         |  
|                                                          |  |                                   |         |                   
|Cash dividends declared per common share                  |  | $                                 | 0.12    |                    | $ | 0.12        |  | $ | 0.24        |   |  | $ | 0.24    |  
|                                                          |  |                                   |         |                    |   |             |  |   |             |   |  |   |         |  
|                                                          |  |                                   |         |                   
|Weighted average common shares outstanding (in millions): |  |                                   |         |                    |   |             |  |   |             |   |  |   |         |  
|Basic                                                     |  |                                   | 122.2   |                    |   | 123.6       |  |   | 122.0       |   |  |   | 124.7   |  
|                                                          |  |                                   |         |                    |   |             |  |   |             |   |  |   |         |  
|Diluted                                                   |  |                                   | 122.2   |                    |   | 124.6       |  |   | 122.1       |   |  |   | 125.7   |  
|                                                          |  |                                   |         |                    |   |             |  |   |             |   |  |   |         |  

See notes to unaudited consolidated financial statements.



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INTERSIL CORPORATION

UNAUDITED CONSOLIDATED BALANCE SHEETS



|                                                                                                                                                                                            |  |                                     |           |   |                |   |           |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------- | --------- | - | -------------- | - | --------- | -
|                                                                                                                                                                                            |  | July 3,2009                         |           |   | January 2,2009 |  
|                                                                                                                                                                                            |  | ($ in thousands, except share data) |          
|ASSETS                                                                                                                                                                                      |  |                                     |           |  
|Current Assets                                                                                                                                                                              |  |                                     |           |   |                |   |           |  
|Cash and cash equivalents                                                                                                                                                                   |  | $                                   | 230,553   |   |                | $ | 215,625   |  
|Short-term investments                                                                                                                                                                      |  |                                     | 93,624    |   |                |   | 97,008    |  
|Trade receivables, net of allowances ($9,639 as of July 3, 2009 and $8,532 as of January 2, 2009)                                                                                           |  |                                     | 70,096    |   |                |   | 66,607    |  
|Inventories                                                                                                                                                                                 |  |                                     | 94,899    |   |                |   | 109,644   |  
|Prepaid expenses and other current assets                                                                                                                                                   |  |                                     | 11,542    |   |                |   | 12,092    |  
|Deferred income taxes                                                                                                                                                                       |  |                                     | 25,601    |   |                |   | 35,489    |  
|                                                                                                                                                                                            |  |                                     |           |   |                |   |           |  
|Total Current Assets                                                                                                                                                                        |  |                                     | 526,315   |   |                |   | 536,465   |  
|Non-current Assets                                                                                                                                                                          |  |                                     |           |   |                |   |           |  
|Property, plant and equipment, net of accumulated depreciation ($184,128 as of July 3, 2009 and $173,866 as of January 2,
2009)                                                             |  |                                     | 104,213   |   |                |   | 112,825   |  
|Purchased intangibles, net of accumulated amortization ($59,314 as of July 3, 2009 and $52,113 as of January 2,
2009)                                                                       |  |                                     | 23,662    |   |                |   | 29,041    |  
|Goodwill                                                                                                                                                                                    |  |                                     | 313,828   |   |                |   | 313,729   |  
|Long-term investments                                                                                                                                                                       |  |                                     | 84,567    |   |                |   | 81,301    |  
|Deferred income taxes                                                                                                                                                                       |  |                                     | 66,293    |   |                |   | 46,994    |  
|Other                                                                                                                                                                                       |  |                                     | 13,365    |   |                |   | 13,235    |  
|                                                                                                                                                                                            |  |                                     |           |   |                |   |           |  
|Total Non-current Assets                                                                                                                                                                    |  |                                     | 605,928   |   |                |   | 597,125   |  
|                                                                                                                                                                                            |  |                                     |           |   |                |   |           |  
|Total Assets                                                                                                                                                                                |  | $                                   | 1,132,243 |   |                | $ | 1,133,590 |  
|                                                                                                                                                                                            |  |                                     |           |   |                |   |           |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                                        |  |                                     |           |   |                |   |           |  
|Current Liabilities                                                                                                                                                                         |  |                                     |           |   |                |   |           |  
|Trade payables                                                                                                                                                                              |  | $                                   | 30,955    |   |                | $ | 22,264    |  
|Accrued compensation                                                                                                                                                                        |  |                                     | 30,049    |   |                |   | 30,461    |  
|Deferred net revenue                                                                                                                                                                        |  |                                     | 9,002     |   |                |   | 10,638    |  
|Other accrued expenses                                                                                                                                                                      |  |                                     | 26,143    |   |                |   | 37,256    |  
|Non-income taxes payable                                                                                                                                                                    |  |                                     | 3,813     |   |                |   | 3,319     |  
|Income taxes payable                                                                                                                                                                        |  |                                     | 11,445    |   |                |   | 4,012     |  
|                                                                                                                                                                                            |  |                                     |           |   |                |   |           |  
|Total Current Liabilities                                                                                                                                                                   |  |                                     | 111,407   |   |                |   | 107,950   |  
|                                                                                                                                                                                            |  |                                     |           |   |                |   |           |  
|Shareholders Equity                                                                                                                                                                        |  |                                     |           |   |                |   |           |  
|Preferred Stock, $0.01 par value, 2 million shares authorized; no shares issued or outstanding                                                                                              |  |                                     |          |   |                |   |          |  
|Class A Common Stock, $.01 par value, voting; 600 million shares authorized; 122,255,194 and 121,626,122 shares issued and
outstanding as of July 3, 2009 and January 2, 2009, respectively |  |                                     | 1,223     |   |                |   | 1,216     |  
|Additional paid-in capital                                                                                                                                                                  |  |                                     | 1,811,014 |   |                |   | 1,797,072 |  
|Accumulated deficit                                                                                                                                                                         |  |                                     | (785,329  | ) |                |   | (764,262  | )
|Accumulated other comprehensive loss                                                                                                                                                        |  |                                     | (6,072    | ) |                |   | (8,386    | )
|                                                                                                                                                                                            |  |                                     |           |   |                |   |           |  
|Total Shareholders Equity                                                                                                                                                                  |  |                                     | 1,020,836 |   |                |   | 1,025,640 |  
|                                                                                                                                                                                            |  |                                     |           |   |                |   |           |  
|Total Liabilities and Shareholders Equity                                                                                                                                                  |  | $                                   | 1,132,243 |   |                | $ | 1,133,590 |  
|                                                                                                                                                                                            |  |                                     |           |   |                |   |           |  

See notes to unaudited consolidated financial statements.



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INTERSIL CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                                  |  |                            |         |   |             |   |          |  
|--------------------------------------------------------------------------------- |  | -------------------------- | ------- | - | ----------- | - | -------- | -
|                                                                                  |  | Two Quarters Ended         |        
|                                                                                  |  | July 3,2009                |         |   | July 4,2008 |  
|                                                                                  |  | (Unaudited) (in thousands) |        
|Operating activities:                                                             |  |                            |         |   |             |   |          |  
|Net income from continuing operations                                             |  | $                          | 8,609   |   |             | $ | 85,669   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                            |         |   |             |   |          |  
|Depreciation and amortization                                                     |  |                            | 17,800  |   |             |   | 16,883   |  
|Impairment of assets held for sale                                                |  |                            | 1,018   |   |             |   |         |  
|Provision for excess inventory obsolescence                                       |  |                            | 4,438   |   |             |   | 6,374    |  
|Stock-based compensation                                                          |  |                            | 14,046  |   |             |   | 16,013   |  
|Tax effect of stock options and awards exercised                                  |  |                            | (379    | ) |             |   | 4,137    |  
|Excess tax benefits received on exercise of stock-based awards                    |  |                            | (101    | ) |             |   | (697     | )
|In-process research and development                                               |  |                            | (215    | ) |             |   |         |  
|Gain on sale of equipment                                                         |  |                            | (30     | ) |             |   | (108     | )
|Loss on certain investments                                                       |  |                            |        |   |             |   | 6,390    |  
|Deferred income taxes                                                             |  |                            | (11,992 | ) |             |   | 12,330   |  
|Net income from discontinued operations                                           |  |                            |        |   |             |   | 19,422   |  
|Changes in operating assets and liabilities:                                      |  |                            |         |   |             |   |          |  
|Trade receivables                                                                 |  |                            | (3,489  | ) |             |   | (4,093   | )
|Inventories                                                                       |  |                            | 10,307  |   |             |   | (8,691   | )
|Prepaid expenses and other current assets                                         |  |                            | (515    | ) |             |   | 1,348    |  
|Trade payables and accrued liabilities                                            |  |                            | (2,248  | ) |             |   | 15,901   |  
|Income taxes                                                                      |  |                            | 7,433   |   |             |   | (53,910  | )
|Other, net                                                                        |  |                            | 517     |   |             |   | (1,490   | )
|                                                                                  |  |                            |         |   |             |   |          |  
|Net cash provided by operating activities                                         |  |                            | 45,197  |   |             |   | 115,478  |  
|Investing activities:                                                             |  |                            |         |   |             |   |          |  
|Proceeds from sales of auction rate securities                                    |  |                            |        |   |             |   | 29,275   |  
|Purchases of auction rate securities                                              |  |                            |        |   |             |   | (2,500   | )
|Proceeds from sales or maturity of short-term investments                         |  |                            | 16,964  |   |             |   | 1,455    |  
|Purchases of short-term investments                                               |  |                            | (13,624 | ) |             |   |         |  
|Acquisitions, net of cash received                                                |  |                            | (609    | ) |             |   | (9       | )
|Proceeds from sale of property, plant and equipment                               |  |                            | 30      |   |             |   | 123      |  
|Purchase of property, plant and equipment                                         |  |                            | (3,816  | ) |             |   | (22,799  | )
|                                                                                  |  |                            |         |   |             |   |          |  
|Net cash (used in) provided by investing activities                               |  |                            | (1,055  | ) |             |   | 5,545    |  
|Financing activities:                                                             |  |                            |         |   |             |   |          |  
|Proceeds from exercise of stock-based awards                                      |  |                            | 1,381   |   |             |   | 18,081   |  
|Excess tax benefits received on exercise of stock-based awards                    |  |                            | 101     |   |             |   | 697      |  
|Dividends paid                                                                    |  |                            | (29,595 | ) |             |   | (30,119  | )
|Repurchase of outstanding common shares                                           |  |                            |        |   |             |   | (109,998 | )
|                                                                                  |  |                            |         |   |             |   |          |  
|Net cash used in financing activities                                             |  |                            | (28,113 | ) |             |   | (121,339 | )
|Effect of exchange rates on cash and cash equivalents                             |  |                            | (1,101  | ) |             |   | 1,750    |  
|                                                                                  |  |                            |         |   |             |   |          |  
|Net increase in cash and cash equivalents                                         |  |                            | 14,928  |   |             |   | 1,434    |  
|Cash and cash equivalents at the beginning of the period                          |  |                            | 215,625 |   |             |   | 323,403  |  
|                                                                                  |  |                            |         |   |             |   |          |  
|Cash and cash equivalents at the end of the period                                |  | $                          | 230,553 |   |             | $ | 324,837  |  
|                                                                                  |  |                            |         |   |             |   |          |  

See notes to unaudited consolidated financial statements.



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INTERSIL CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1Basis of Presentation

Intersil Corporation (Intersil) is a global designer and manufacturer of high-performance analog
integrated circuits for applications in the high-end consumer, industrial, communications and computing electronics markets.

In our opinion, these
unaudited interim consolidated financial statements include all adjustments necessary to present fairly, in all material respects, the financial position, results of operations and cash flows for all periods presented. We prepared these unaudited
financial statements in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X, using management estimates where necessary. We derived the January 2, 2009 consolidated balance sheet from our audited consolidated year-end
financial statements. You should read this interim report in conjunction with our Annual Report on Form 10-K for the fiscal year ended January 2, 2009.

We utilize a 52/53 week fiscal year, ending on the nearest Friday to December 31. Fiscal year 2008 included an extra week in the second quarter and 53 weeks for the total fiscal year ending on January 2, 2009. Quarterly or annual
periods vary from exact calendar quarters or years.

Past financial performance may not be indicative of future financial performance for any other interim
period or for the full fiscal year. For example, sales in the high-end consumer and computing markets have historically experienced weaker demand in the first and second fiscal quarters and stronger demand in the third and fourth quarters.

Certain amounts presented in prior periods have been reclassified to conform to current year presentation.

Note 2Comprehensive Income



|                                                               |  |                |       |   |                    |   |        |             |  |   |             |   |  |   |         |  
|-------------------------------------------------------------- |  | -------------- | ----- | - | ------------------ | - | ------ | ----------- |  | - | ----------- | - |  | - | ------- | -
|                                                               |  | Quarter ended  |       |   | Two quarters ended |  
|                                                               |  | July 3,2009    |       |   | July 4,2008        |   |        | July 3,2009 |  |   | July 4,2008 |  
|                                                               |  | (in thousands) |      
|Net income                                                     |  | $              | 6,231 |   |                    | $ | 37,955 |             |  | $ | 8,609       |   |  | $ | 105,091 |  
|Other comprehensive income (loss):                             |  |                |       |   |                    |   |        |             |  |   |             |   |  |   |         |  
|Unrealized gain (loss) on available for sale (AFS) investments |  |                | 3,035 |   |                    |   | (5,063 | )           |  |   | 3,266       |   |  |   | (9,472  | )
|Tax effect                                                     |  |                | (436  | ) |                    |   | 1,427  |             |  |   | (452        | ) |  |   | 2,256   |  
|Currency translation adjustments                               |  |                | 775   |   |                    |   | (331   | )           |  |   | (500        | ) |  |   | 979     |  
|                                                               |  |                |       |   |                    |   |        |             |  |   |             |   |  |   |         |  
|Comprehensive income                                           |  | $              | 9,605 |   |                    | $ | 33,988 |             |  | $ | 10,923      |   |  | $ | 98,854  |  
|                                                               |  |                |       |   |                    |   |        |             |  |   |             |   |  |   |         |  

Currency translation adjustments (CTA) result when we translate our foreign currency based financial statements
into US dollars. A weakening US dollar will produce comprehensive income. Conversely, a strengthening US dollar will produce comprehensive loss.



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##### Table of Contents

Note 3Earnings Per Share



|                                                                                       |  |                                   |         |                    |   |             |  |             |         |  |   |        
|-------------------------------------------------------------------------------------- |  | --------------------------------- | ------- | ------------------ | - | ----------- |  | ----------- | ------- |  | - | -------
|                                                                                       |  | Quarter ended                     |         | Two quarters ended
|                                                                                       |  | July 3,2009                       |         | July 4,2008        |   | July 3,2009 |  | July 4,2008
|                                                                                       |  | (in thousands, except share data)
|Numerator:                                                                             |  |                                   |        
|Net income from continuing operations                                                  |  | $                                 | 6,231   |                    | $ | 37,955      |  | $           | 8,609   |  | $ | 85,669 
|Net income from discontinued operations                                                |  |                                   |        |                    |   |            |  |             |        |  |   | 19,422 
|                                                                                       |  |                                   |         |                    |   |             |  |             |         |  |   |        
|Net income to common shareholders (numerator for basic and diluted earnings per share) |  | $                                 | 6,231   |                    | $ | 37,955      |  | $           | 8,609   |  | $ | 105,091
|                                                                                       |  |                                   |         |                    |   |             |  |             |         |  |   |        
|Denominator:                                                                           |  |                                   |         |                    |   |             |  |             |         |  |   |        
|Denominator for basic earnings per share weighted average common shares                |  |                                   | 122,231 |                    |   | 123,642     |  |             | 121,961 |  |   | 124,746
|Effect of dilutive securities:                                                         |  |                                   |         |                    |   |             |  |             |         |  |   |        
|Stock options and awards                                                               |  |                                   |        |                    |   | 939         |  |             | 100     |  |   | 957    
|                                                                                       |  |                                   |         |                    |   |             |  |             |         |  |   |        
|Denominator for diluted earnings per share adjustedweighted average common shares     |  |                                   | 122,231 |                    |   | 124,581     |  |             | 122,061 |  |   | 125,703
|                                                                                       |  |                                   |         |                    |   |             |  |             |         |  |   |        
|Basic earnings per share                                                               |  |                                   |         |                    |   |             |  |             |         |  |   |        
|Continuing operations                                                                  |  | $                                 | 0.05    |                    | $ | 0.31        |  | $           | 0.07    |  | $ | 0.68   
|Discontinued operations                                                                |  |                                   |        |                    |   |            |  |             |        |  |   | 0.16   
|                                                                                       |  |                                   |         |                    |   |             |  |             |         |  |   |        
|Net income per share                                                                   |  | $                                 | 0.05    |                    | $ | 0.31        |  | $           | 0.07    |  | $ | 0.84   
|                                                                                       |  |                                   |         |                    |   |             |  |             |         |  |   |        
|Diluted earnings per share                                                             |  |                                   |         |                    |   |             |  |             |         |  |   |        
|Continuing operations                                                                  |  | $                                 | 0.05    |                    | $ | 0.30        |  | $           | 0.07    |  | $ | 0.68   
|Discontinued operations                                                                |  |                                   |        |                    |   |            |  |             |        |  |   | 0.16   
|                                                                                       |  |                                   |         |                    |   |             |  |             |         |  |   |        
|Net income per share                                                                   |  | $                                 | 0.05    |                    | $ | 0.30        |  | $           | 0.07    |  | $ | 0.84   
|                                                                                       |  |                                   |         |                    |   |             |  |             |         |  |   |        
|                                                                                       |  |                                   |         |                   
|Anti-dilutive shares not included in the above calculations                            |  |                                   |         |                    |   |             |  |             |         |  |   |        
|Awards                                                                                 |  |                                   | 436     |                    |   |            |  |             | 788     |  |   | 14     
|                                                                                       |  |                                   |         |                    |   |             |  |             |         |  |   |        
|Options                                                                                |  |                                   | 452     |                    |   |            |  |             | 226     |  |   |       
|                                                                                       |  |                                   |         |                    |   |             |  |             |         |  |   |        

Note 4Stock-Based Compensation

We use equity-based compensation plans to enhance our ability to attract, retain and reward talented employees. Shares issued under these plans are made from newly-issued stock. The plans allow several forms of equity
compensation including stock options, restricted and deferred stock awards and employee stock purchase plans.

Valuations, Assumptions and Terms

We use a binomial lattice model to estimate the fair value of stock options, which is amortized as compensation cost over the lesser of the
grantees requisite service period or the vesting term of the stock option. The lattice model uses historical exercise patterns to predict the life of stock options and estimates the future volatility of the underlying stock price, considering
historical and implied volatility in its calculations.



7



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##### Table of Contents

We used the following assumptions in the lattice model for stock options awarded in the periods indicated.



|                                         |  |                    |   |  |              |  
|---------------------------------------- |  | ------------------ | - |  | ------------ | -
|                                         |  | Two quarters ended |  
|                                         |  | July 3, 2009       |   |  | July 4, 2008 |  
|Range of expected volatilities           |  | 42.7%  51.1       | % |  | 35.8%  38.5 | %
|Weighted average volatility              |  | 47.1               | % |  | 36.8         | %
|Range of dividend yields                 |  | 3.7  5.0          | % |  | 1.7  2.1    | %
|Weighted average dividend yield          |  | 4.0                | % |  | 1.8          | %
|Range of risk-free interest rates        |  | 3.1  5.3          | % |  | 2.1  3.1    | %
|Weighted average risk free interest rate |  | 4.0                | % |  | 2.3          | %
|Range of expected lives, in years        |  | 4.9  5.7          |   |  | 3.3  4.3    |  
|Weighted average expected life, in years |  | 5.5                |   |  | 4.2          |  

Generally, our stock options vest ratably over four years and have seven year contract lives.

Market value at the date of grant is used as the fair value of stock awards. We amortize awards as compensation cost over the lesser of the requisite service period or
the vesting term, which is generally three years for deferred stock units and four years for restricted stock units.

The compensation cost for shares
issued under the employee stock purchase plan is 15% of the share price, the amount of the discount the employee obtains at the date of the purchase transaction. Our employee stock purchase plan does not have a look-back option provision.



8



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##### Table of Contents

Equity-Based Compensation Summary



|                                                                                          |  |                      |   |             |                                         |       |                                              |     |                      |   |       |                                      |  |                                                    |       |  |   |     
|----------------------------------------------------------------------------------------- |  | -------------------- | - | ----------- | --------------------------------------- | ----- | -------------------------------------------- | --- | -------------------- | - | ----- | ------------------------------------ |  | -------------------------------------------------- | ----- |  | - | ----
|                                                                                          |  | StockOptions         |   | StockAwards |                                         |       | AggregateInformation                        
|                                                                                          |  | Shares(in thousands) |   |             | Weightedaverageexerciseprice(per share) |       | Weightedaverageremainingcontractlives(years) |     | Shares(in thousands) |   |       | Aggregateintrinsicvalue(in millions) |  | Aggregateunrecognizedcompensationcost(in millions)
|Outstanding as of January 2, 2009                                                         |  | 15,732               |   |             | $                                       | 24.21 |                                              | 3.7 |                      |   | 1,908 |                                      |  |                                                    |       |  |   |     
|Granted (1)                                                                               |  | 2,287                |   |             |                                         | 11.98 |                                              | 6.6 |                      |   | 1,185 |                                      |  |                                                    |       |  |   |     
|Performance adjustment                                                                    |  |                     |   |             |                                         |      |                                              |    |                      |   | 43    |                                      |  |                                                    |       |  |   |     
|Exercised (2)                                                                             |  | (79                  | ) |             |                                         | 3.52  |                                              | 0.8 |                      |   | (403  | )                                    |  |                                                    |       |  |   |     
|Canceled                                                                                  |  | (1,272               | ) |             |                                         | 24.76 |                                              | 2.4 |                      |   | (121  | )                                    |  |                                                    |       |  |   |     
|                                                                                          |  |                      |   |             |                                         |       |                                              |     |                      |   |       |                                      |  |                                                    |       |  |   |     
|Outstanding as of July 3, 2009                                                            |  | 16,668               |   |             | $                                       | 22.59 |                                              | 4.0 |                      |   | 2,612 |                                      |  | $                                                  | 37.0  |  | $ | 54.9
|                                                                                          |  |                      |   |             |                                         |       |                                              |     |                      |   |       |                                      |  |                                                    |       |  |   |     
|Exercisable/vested as of July 3, 2009 (2)                                                 |  | 11,366               |   |             | $                                       | 24.15 |                                              | 3.2 |                      |   | 65    |                                      |  | $                                                  | 5.1   |  |   |    
|                                                                                          |  |                      |   |             |                                         |       |                                              |     |                      |   |       |                                      |  |                                                    |       |  |   |     
|Unexercisable/unvested as of July 3, 2009                                                 |  | 5,302                |   |             | $                                       | 19.26 |                                              | 5.8 |                      |   | 2,547 |                                      |  | $                                                  | 31.8  |  | $ | 54.9
|                                                                                          |  |                      |   |             |                                         |       |                                              |     |                      |   |       |                                      |  |                                                    |       |  |   |     
|Number vested and expected (as of July 3, 2009) to ultimately vest                        |  | 16,476               |   |             | $                                       | 22.71 |                                              | 4.0 |                      |   | 2,204 |                                      |  | $                                                  | 31.9  |  |   |     
|                                                                                          |  |                      |   |             |                                         |       |                                              |     |                      |   |       |                                      |  |                                                    |       |  |   |     
|                                                                                          |  |                      |   |             |                                         |      
|                                                                                          |  |                      |   |             | StockOptions                            |       |                                              |     | StockAwards          |   |       | Aggregate                            |  |                                                   
|Weighted average fair value per share of awards granted in the quarter ended July 3, 2009 |  |                      |   |             | $                                       | 3.92  |                                              |     |                      | $ | 11.99 |                                      |  | $                                                  | 6.68  |  |   |     
|                                                                                          |  |                      |   |             |                                         |       |                                              |     |                      |   |       |                                      |  |                                                    |       |  |   |     
|Weighted average fair value per share of awards granted in the quarter ended July 4, 2008 |  |                      |   |             | $                                       | 6.75  |                                              |     |                      | $ | 24.90 |                                      |  | $                                                  | 12.39 |  |   |     
|                                                                                          |  |                      |   |             |                                         |       |                                              |     |                      |   |       |                                      |  |                                                    |       |  |   |     



|(1) | Awards granted include 460,053 performance-based grants. See Performance-based Grants section below.
|--- | ----------------------------------------------------------------------------------------------------

|(2) | Exercisable awards have reached full vested status.
|--- | ---------------------------------------------------



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|                                                     |  |                                          |     |                               |   |    
|---------------------------------------------------- |  | ---------------------------------------- | --- | ----------------------------- | - | ---
|Additional Disclosures                               |  | Two quartersendedJuly 3, 2009            |     | Two quartersendedJuly 4, 2008
|                                                     |  | ($ in millions, share data in thousands)
|                                                     |  |                                         
|Shares issued under the employee stock purchase plan |  |                                          | 272 |                               |   | 133
|                                                     |  |                                          |     |                               |   |    
|                                                     |  |                                         
|Aggregate intrinsic value of stock options exercised |  | $                                        | 0.6 |                               | $ | 7.0
|                                                     |  |                                          |     |                               |   |    

Impact on Financial Statements



|                                     |  |                          |       |                          |   |                               |  |                               |       |  |   |       
|------------------------------------ |  | ------------------------ | ----- | ------------------------ | - | ----------------------------- |  | ----------------------------- | ----- |  | - | ------
|                                     |  | QuarterendedJuly 3, 2009 |       | QuarterendedJuly 4, 2008 |   | Two quartersendedJuly 3, 2009 |  | Two quartersendedJuly 4, 2008
|                                     |  | (in thousands)          
|By income statement line item        |  |                          |       |                          |   |                               |  |                               |       |  |   |       
|Cost of revenue                      |  | $                        | 674   |                          | $ | 1,126                         |  | $                             | 1,307 |  | $ | 2,062 
|Research and development             |  |                          | 3,134 |                          |   | 3,701                         |  |                               | 6,432 |  |   | 7,164 
|Selling, general and administrative  |  |                          | 4,577 |                          |   | 5,873                         |  |                               | 6,307 |  |   | 6,787 
|                                     |  |                          |       |                         
|By stock plan                        |  |                          |       |                          |   |                               |  |                               |       |  |   |       
|Stock options                        |  | $                        | 4,183 |                          | $ | 6,029                         |  | $                             | 8,669 |  | $ | 10,758
|Restricted and deferred stock awards |  |                          | 3,968 |                          |   | 4,359                         |  |                               | 4,934 |  |   | 4,703 
|Employee stock purchase plan         |  |                          | 234   |                          |   | 312                           |  |                               | 443   |  |   | 552   



|                                                  |  |                |     |                |   |    
|------------------------------------------------- |  | -------------- | --- | -------------- | - | ---
|                                                  |  | July 3,2009    |     | January 2,2009
|                                                  |  | (in thousands)
|Stock-based compensation capitalized in inventory |  | $              | 948 |                | $ | 749
|                                                  |  |                |     |                |   |    

Performance-based Grants

As of July 3, 2009, we had stock awards outstanding that include the usual service conditions as well as performance conditions relating to revenue and operating income relative to internal goals and performance
by other companies in our industry. Under the terms of the agreements, participants may receive up to 150 - 200% of the original grant.



|                                                                                   |  |               
|---------------------------------------------------------------------------------- |  | --------------
|                                                                                   |  | July 3, 2009  
|                                                                                   |  | (in thousands)
|Performance-based deferred stock units (PDSU) outstanding                          |  | 429.0         
|Maximum PDSU shares that could be issued assuming the highest level of performance |  | 650.9         
|PDSU shares expected to vest (1)                                                   |  | 401.0         



|(1) | We periodically evaluate future performance expectations to estimate the number of shares that will ultimately vest.
|--- | --------------------------------------------------------------------------------------------------------------------



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Note 5Investments

Investments designated as available for sale (AFS) are reported at fair value. We record the unrealized gains and losses, net of tax, in stockholders equity as a component of other comprehensive income. We determine the cost of
securities sold based on the specific identification method. Realized gains or losses and impairment losses, such as other-than-temporary losses on equity securities and the credit component of other-than-temporary losses on debt securities, are
recorded in loss on certain investments.

Investments designated as held to maturity (HTM) are reported at amortized cost. Securities are classified as HTM
when we have the positive intent and ability to hold the investment until maturity. Gains and losses are not reported in the financial statements until realized or until a decline in value is deemed to be other-than-temporary.

During the quarter ended July 3, 2009, we adopted Financial Accounting Standards Board (FASB) Staff Position (FSP) FAS 115-2 and FAS 124-2 and EITF 99-20-2,
Recognition and Presentation of Other-Than-Temporary Impairments (FSP FAS 115-2). This FSP requires an entity to recognize the credit component of an other-than-temporary impairment of a debt security in earnings and the non-credit
component in other comprehensive income (OCI) when the entity does not intend to sell the security and it is more likely than not that the entity will not be required to sell the security prior to recovery. FSP FAS 115-2 also requires expanded
disclosures about other-than-temporary impairments of debt and equity securities. This standard is effective for periods ending after June 15, 2009. FSP FAS 115-2 does not change the recognition of other-than-temporary impairment for equity
securities.

In determining whether an other-than-temporary loss is due to credit loss, we consider many factors including, but not limited to, the adverse
conditions related to a security, industry or geographic region, the failure of an issuer to make interest or principal payments, and rating changes of the security or issuer made by rating agencies.

We classify all investments maturing in one year or less as short-term and all investments maturing in more than one year as long-term.



|                              |  |                    |      |                      |   |                       |  |            |      |                         |   |      |  |      
|----------------------------- |  | ------------------ | ---- | -------------------- | - | --------------------- |  | ---------- | ---- | ----------------------- | - | ---- |  | -----
|                              |  | As of July 3, 2009
|                              |  | Amortized cost     |      | Grossunrealizedgains |   | Grossunrealizedlosses |  | Fair value |      | Maturityrange(in years)
|                              |  | (in millions)     
|Short-term Investments        |  |                    |      |                      |   |                       |  |            |      |                         |   |      |  |      
|                              |  |                    |      |                      |  
|U. S. Treasuries (HTM)        |  | $                  | 0.6  |                      | $ |                      |  | $          |     |                         | $ | 0.6  |  | < 1  
|Bank time deposits (AFS)      |  |                    | 93.0 |                      |   |                      |  |            |     |                         |   | 93.0 |  | < 1  
|                              |  |                    |      |                      |   |                       |  |            |      |                         |   |      |  |      
|Total                         |  | $                  | 93.6 |                      | $ |                      |  | $          |     |                         | $ | 93.6 |  |      
|                              |  |                    |      |                      |   |                       |  |            |      |                         |   |      |  |      
|                              |  |                    |      |                      |  
|Long-term Investments         |  |                    |      |                      |   |                       |  |            |      |                         |   |      |  |      
|                              |  |                    |      |                      |  
|Equity securities             |  |                    |      |                      |   |                       |  |            |      |                         |   |      |  |      
|Preferred stock (AFS)         |  | $                  | 1.1  |                      | $ | 0.2                   |  | $          | 0.1  |                         | $ | 1.2  |  | N/A  
|Debt securities               |  |                    |      |                      |   |                       |  |            |      |                         |   |      |  |      
|Auction rate securities (AFS) |  |                    | 96.1 |                      |   | 0.6                   |  |            | 13.3 |                         |   | 83.4 |  | 13-42
|                              |  |                    |      |                      |   |                       |  |            |      |                         |   |      |  |      
|Total                         |  | $                  | 97.2 |                      | $ | 0.8                   |  | $          | 13.4 |                         | $ | 84.6 |  |      
|                              |  |                    |      |                      |   |                       |  |            |      |                         |   |      |  |      



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|                                         |  |                       |      |                      |   |                       |  |            |      |                         |   |      |  |      
|---------------------------------------- |  | --------------------- | ---- | -------------------- | - | --------------------- |  | ---------- | ---- | ----------------------- | - | ---- |  | -----
|                                         |  | As of January 2, 2009
|                                         |  | Amortized cost        |      | Grossunrealizedgains |   | Grossunrealizedlosses |  | Fair value |      | Maturityrange(in years)
|                                         |  | (in millions)        
|Short-term Investments                   |  |                       |      |                      |   |                       |  |            |      |                         |   |      |  |      
|                                         |  |                       |      |                      |  
|State and municipality issued debt (HTM) |  | $                     | 17.0 |                      | $ | 0.1                   |  | $          |     |                         | $ | 17.1 |  | < 1  
|Bank time deposits (AFS)                 |  |                       | 80.0 |                      |   |                      |  |            |     |                         |   | 80.0 |  | < 1  
|                                         |  |                       |      |                      |   |                       |  |            |      |                         |   |      |  |      
|Total                                    |  | $                     | 97.0 |                      | $ | 0.1                   |  | $          |     |                         | $ | 97.1 |  |      
|                                         |  |                       |      |                      |   |                       |  |            |      |                         |   |      |  |      
|                                         |  |                       |      |                      |  
|Long-term Investments                    |  |                       |      |                      |   |                       |  |            |      |                         |   |      |  |      
|                                         |  |                       |      |                      |  
|Equity securities                        |  |                       |      |                      |   |                       |  |            |      |                         |   |      |  |      
|Preferred stock (AFS)                    |  | $                     | 1.1  |                      | $ |                      |  | $          |     |                         | $ | 1.1  |  | N/A  
|Debt securities                          |  |                       |      |                      |   |                       |  |            |      |                         |   |      |  |      
|Auction rate securities (AFS)            |  |                       | 96.1 |                      |   |                      |  |            | 15.9 |                         |   | 80.2 |  | 13-43
|                                         |  |                       |      |                      |   |                       |  |            |      |                         |   |      |  |      
|Total                                    |  | $                     | 97.2 |                      | $ |                      |  | $          | 15.9 |                         | $ | 81.3 |  |      
|                                         |  |                       |      |                      |   |                       |  |            |      |                         |   |      |  |      

We classify auction rate securities (ARS) and preferred equity securities as available for sale and record them at
fair value. During the year ended January 2, 2009, certain of these securities experienced substantial declines in value for two consecutive quarters. For this reason, we recorded a $31.8 million impairment charge on these securities in fiscal
year 2008, of which $6.4 million was recorded in the quarter ended March 28, 2008 and is included in loss on certain investments in the accompanying financial statements. The amortized cost of these securities is reduced by the recognized loss
of $31.8 million.

The preferred shares listed in the tables above represent auction rate securities that were converted to preferred shares at the option
of the issuer during the quarter ended January 2, 2009.

During the quarter ended April 3, 2009, we experienced a single default on an interest
payment by one ARS issuer of a security with an amortized cost of $3.3 million and a fair value of $3.4 million. The security is insured and we received the scheduled interest payment from the insurer.

During the quarter and two quarters ended July 3, 2009, we did not recognize a charge to earnings for an other-than-temporary change in the fair value of our debt
and equity securities.

The following table summarizes our securities with unrealized losses and the length of time these securities have been in a loss
position as of July 3, 2009 and January 2, 2009 (in millions).



|                                     |  |                     |      |                       |                        |      |            |       |                       |      |  |            |       |                       |  |   |      |  |   |       |  
|------------------------------------ |  | ------------------- | ---- | --------------------- | ---------------------- | ---- | ---------- | ----- | --------------------- | ---- |  | ---------- | ----- | --------------------- |  | - | ---- |  | - | ----- | -
|                                     |  | Less than 12 months |      |                       | Greater than 12 months |      |            | Total |                      
|                                     |  | Fair value          |      | Grossunrealizedlosses |                        |      | Fair value |       | Grossunrealizedlosses |      |  | Fair value |       | Grossunrealizedlosses | 
|AFS securities as of July 3, 2009    |  | $                   | 3.7  |                       | $                      | (0.8 | )          |       | $                     | 70.0 |  | $          | (12.6 | )                     |  | $ | 73.7 |  | $ | (13.4 | )
|                                     |  |                     |      |                       |                        |      |            |       |                       |      |  |            |       |                       |  |   |      |  |   |       |  
|AFS securities as of January 2, 2009 |  | $                   | 20.7 |                       | $                      | (4.7 | )          |       | $                     | 48.4 |  | $          | (11.2 | )                     |  | $ | 69.1 |  | $ | (15.9 | )
|                                     |  |                     |      |                       |                        |      |            |       |                       |      |  |            |       |                       |  |   |      |  |   |       |  

We have recorded a total net unrealized loss on investments of $12.6 million and a related deferred tax
benefit of $4.6 million, for a net unrealized loss of $8.0 million in accumulated other comprehensive loss. We have concluded this decline in the fair value of these securities should not be recorded in earnings because:



| |  |  | we do not intend to sell the securities;
| | - |  | ----------------------------------------



12



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##### Table of Contents

| |  |  | we believe it is more likely than not that we will not be required to sell the securities prior to the recovery of amortized cost; and,
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the unrealized losses are due to conditions other than a credit loss.
| | - |  | ---------------------------------------------------------------------

We may be required to record additional impairment charges if additional declines in value are determined to be other-than-temporary. The fair value of these securities has been estimated based on prices provided by
third parties along with estimates made by us, which could change significantly based on market conditions.

Trading Investments

Trading investments consist exclusively of a portfolio of marketable mutual funds and corporate owned life insurance in a qualified deferred employee compensation
plan. We have an offsetting liability recorded for the investments. The funds are recorded at fair value. We recognize changes in fair value currently in gain (loss) on deferred compensation investments and we record changes in the liability in
selling, general and administrative expense. We classify these investments as other non-current assets since we have no plan or intent of liquidating or otherwise using these securities in our business operations.



|                                                      |  |                          |       |                          |   |                               |  |                               |     |  |   |      |  
|----------------------------------------------------- |  | ------------------------ | ----- | ------------------------ | - | ----------------------------- |  | ----------------------------- | --- |  | - | ---- | -
|                                                      |  | QuarterendedJuly 3, 2009 |       | QuarterendedJuly 4, 2008 |   | Two quartersendedJuly 3, 2009 |  | Two quartersendedJuly 4, 2008 |    
|                                                      |  | (in thousands)           |      
|By income statement line item                         |  |                          |       |                          |   |                               |  |                               |     |  |   |      |  
|Gain (loss) on certain investments, net               |  | $                        | 1,070 |                          | $ | 814                           |  | $                             | 828 |  | $ | (137 | )
|                                                      |  |                          |       |                          |   |                               |  |                               |     |  |   |      |  
|Selling, general and administrative expense (benefit) |  | $                        | 1,244 |                          | $ | 607                           |  | $                             | 826 |  | $ | (344 | )
|                                                      |  |                          |       |                          |   |                               |  |                               |     |  |   |      |  



|                                       |  |               |     |                 |   |    
|-------------------------------------- |  | ------------- | --- | --------------- | - | ---
|                                       |  | July 3, 2009  |     | January 2, 2009
|                                       |  | (in millions)
|Deferred compensation assets (trading) |  | $             | 9.9 |                 | $ | 8.9
|                                       |  |               |     |                 |   |    
|Deferred compensation liability        |  | $             | 9.9 |                 | $ | 8.9
|                                       |  |               |     |                 |   |    

Note 6Fair Value Measurements

In order to determine the fair value of our assets and liabilities, we utilize three levels of inputs, focusing on the most observable inputs when available. Observable inputs are generally developed based on market
data obtained from independent sources, whereas unobservable inputs reflect our assumptions about what market participants would use to value the asset or liability, based on the best information available in the circumstances.

Level 1  Quoted prices in active markets which are unadjusted and accessible at the measurement date for identical, unrestricted assets or
liabilities;

Level 2  Quoted prices in markets that are not active or for which all significant inputs are observable, either
directly or indirectly;

Level 3  Prices or valuations that require inputs that are unobservable and significant to the overall fair
value measurement.



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##### Table of Contents

We determine fair value on the following assets using these input levels.



|                              |  |       |       |                                                            |   |                                           |  |                                        |     |  |   |     
|----------------------------- |  | ----- | ----- | ---------------------------------------------------------- | - | ----------------------------------------- |  | -------------------------------------- | --- |  | - | ----
|                              |  |       |       | Fair value as of July 3, 2009 using (in millions):        
|                              |  | Total |       | Quoted prices inactive marketsfor identicalassets(Level 1) |   | Significantotherobservableinputs(Level
2) |  | Significantunobservableinputs(Level
3)
|                              |  |       |       |                                                           
|Trading securities            |  | $     | 9.9   |                                                            | $ | 2.8                                       |  | $                                      | 7.1 |  |   |    
|Available for sale securities |  |       | 177.6 |                                                            |   | 93.0                                      |  |                                        |    |  | $ | 84.6
|Held to maturity securities   |  |       | 0.6   |                                                            |   | 0.6                                       |  |                                        |    |  |   |    
|Foreign exchange contracts    |  |       | 0.2   |                                                            |   |                                          |  |                                        | 0.2 |  |   |    
|                              |  |       |       |                                                            |   |                                           |  |                                        |     |  |   |     
|                              |  |       |       |                                                           
|                              |  | $     | 188.3 |                                                            | $ | 96.4                                      |  | $                                      | 7.3 |  | $ | 84.6
|                              |  |       |       |                                                            |   |                                           |  |                                        |     |  |   |     

For actively traded securities, we generally rely upon the valuations as provided by the custodian of these
assets. For available-for-sale securities, such as illiquid auction rate securities and preferred stock, we use the present value of expected cash flows to determine fair value. Significant judgments are required in the estimation of fair value,
including assumptions about the expected holding period, yield and appropriate discount rates.

If we use more than one level of input that significantly
affects fair value, we include the fair value under the lowest input level used.

The following is a reconciliation of changes in the fair market values
determined using level 3 significant unobservable inputs as of July 3, 2009.



|                                                           |  |               |     
|---------------------------------------------------------- |  | ------------- | ----
|                                                           |  | (in millions)
|Available for sale securities  balance at January 2, 2009 |  | $             | 81.3
|Unrealized gains                                           |  |               | 3.3 
|                                                           |  |               |     
|Available for sale securities  balance at July 3, 2009    |  | $             | 84.6
|                                                           |  |               |     

Recognized losses are included in loss on certain investments in the statement of operations.

Note 7Inventories

Inventories are summarized below:



|                           |  |               |      |                 |   |      
|-------------------------- |  | ------------- | ---- | --------------- | - | -----
|                           |  | July 3, 2009  |      | January 2, 2009
|                           |  | (in millions)
|Finished products          |  | $             | 29.2 |                 | $ | 34.9 
|Work in progress           |  |               | 61.3 |                 |   | 70.7 
|Raw materials and supplies |  |               | 4.4  |                 |   | 4.0  
|                           |  |               |      |                 |   |      
|Total inventories          |  | $             | 94.9 |                 | $ | 109.6
|                           |  |               |      |                 |   |      



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##### Table of Contents

Note 8Acquisitions

During the third quarter of 2008, we purchased D2Audio Corporation (D2Audio) and Kenet, Inc. (Kenet). D2Audio was a privately-held fabless semiconductor company with leading technology in the design of digital audio
power amplifiers. Kenet was a privately-held, fabless semiconductor company with leading technology in the design of high-speed, extremely low power data converters. During the fourth quarter of 2008, we purchased Zilker Labs, Inc.
(Zilker), a privately-held, fabless semiconductor company with technology leadership in high efficiency digital power integrated circuits.

The
purchase consideration for the three acquisitions was $44.7 million in cash paid to complete the mergers, net of cash and cash equivalents received for the three companies, and for professional fees and the assumption of certain liabilities. The
purchase consideration is subject to change depending on the final purchase accounting. Based on our preliminary evaluations, which are expected to be completed no later than the fourth quarter of fiscal year 2009, the acquisitions included
approximately $13.2 million of definite-lived intangible assets, which will be amortized over five to seven years, and goodwill of approximately $19.2 million. In addition, approximately $2.8 million of in-process research and development
(IPR&D) was expensed as a result of the acquisitions.

The results of operations of all acquirees, which are immaterial, are included in
our consolidated statements of operations from the respective dates of the acquisitions.

The allocation of the aggregate purchase price is summarized as
follows:



|                                                                |  |                   |      |  
|--------------------------------------------------------------- |  | ----------------- | ---- | -
|                                                                |  | Purchases in 2008 |     
|                                                                |  | (in millions)     |     
|Intangible assets:                                              |  |                   |      |  
|Definite-lived: developed technologies                          |  | $                 | 10.1 |  
|Definite-lived: other                                           |  |                   | 3.1  |  
|Indefinite-lived: goodwill                                      |  |                   | 19.2 |  
|Deferred tax assets                                             |  |                   | 10.7 |  
|Other tangible net assets, excluding cash and cash equivalents  |  |                   | (1.2 | )
|In-process research and development                             |  |                   | 2.8  |  
|                                                                |  |                   |      |  
|Total purchase price, net of cash and cash equivalents acquired |  | $                 | 44.7 |  
|                                                                |  |                   |      |  

The definite-lived developed technology purchased will be amortized over a five-year life.

Other definite-lived intangible assets include backlog, customer relationships and tradenames. These assets have amortization lives ranging from six months to seven
years.

We are responsible for the valuation estimates. The value of purchased in-process research and development was determined using an income approach.
Purchased research and development is written off as of the time of acquisition and is shown as a separate line item in the accompanying consolidated statements of operations.

Included in the purchase price is a $4.1 million liability recorded as holdback from the consideration at the initial closing of the three purchases in 2008 representing an amount that may be used to cover costs that
arise in connection with the representations and warranties made by the management of each company. This holdback, or some portion thereof, may be payable within one year to 18 months of the acquisition dates based on such costs.

All three 2008 purchase agreements contain provisions for additional consideration to the former stockholders of the businesses if revenues during a defined period
exceed a base amount. The maximum payout under all provisions is $23.5 million, based on excess revenue through July 2010. No amount for additional consideration was recorded at the time of the acquisition. The amount of the additional
consideration, if any, that is earned based on the excess revenue provisions of the agreements will be recorded as an increase in goodwill at the time the contingency is resolved.

Pro-forma financial information of the combined entities is not presented due to immateriality of the financial results of the acquired entities, individually and in the aggregate.



15



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##### Table of Contents

We amortize definite-lived intangible assets over their estimated useful lives, which range from 3 months to 11 years.

Note 9Goodwill and Intangible Assets

Goodwill
is an indefinite-lived intangible asset that is not amortized, but instead is tested for impairment annually or more frequently if indicators of impairment exist. The following table summarizes changes in net goodwill balances for our one reportable
segment:



|                                                        |  |               |       |  
|------------------------------------------------------- |  | ------------- | ----- | -
|                                                        |  | (in millions) |      
|Goodwill balance as of January 2, 2009                  |  | $             | 313.7 |  
|Adjustment resulting from purchase of Kenet             |  |               | 0.2   |  
|Adjustment resulting from purchase of Elantec and Xicor |  |               | (0.1  | )
|                                                        |  |               |       |  
|Goodwill balance as of July 3, 2009                     |  | $             | 313.8 |  
|                                                        |  |               |       |  

The decrease to Elantec Semiconductor, Inc. (Elantec) and Xicor, Inc. (Xicor) goodwill
resulted from the tax benefit received due to the exercise of vested stock options issued as part of the respective acquisitions. The increase to Kenet goodwill related to acquisition related expenses. See Note 8 relating to acquisitions for further
discussion.

Purchased intangibles are definite-lived intangible assets which are amortized on a straight-line basis over their estimated useful lives.
Substantially all of our purchased intangibles consist of multiple elements of developed technology which has estimated useful lives of 3 to 11 years. Other purchased intangibles consist of other identifiable assets, primarily customer relationships
with an estimated useful life of five years.



|                                       |  |                     |      |                         |   |                     |  |                         |      |  |   |     
|-------------------------------------- |  | ------------------- | ---- | ----------------------- | - | ------------------- |  | ----------------------- | ---- |  | - | ----
|                                       |  | As of July 3, 2009  |      | As of January 2, 2009  
|                                       |  | Grosscarryingamount |      | Accumulatedamortization |   | Grosscarryingamount |  | Accumulatedamortization
|                                       |  | (in millions)      
|Definite-lived: developed technologies |  | $                   | 74.6 |                         | $ | 56.1                |  | $                       | 73.2 |  | $ | 49.9
|Definite-lived: other                  |  |                     | 8.4  |                         |   | 3.2                 |  |                         | 8.0  |  |   | 2.2 
|                                       |  |                     |      |                         |   |                     |  |                         |      |  |   |     
|Total                                  |  | $                   | 83.0 |                         | $ | 59.3                |  | $                       | 81.2 |  | $ | 52.1
|                                       |  |                     |      |                         |   |                     |  |                         |      |  |   |     

We recorded amortization expense as follows:



|                                      |  |                          |       |                          |   |                               |  |                               |       |  |   |      
|------------------------------------- |  | ------------------------ | ----- | ------------------------ | - | ----------------------------- |  | ----------------------------- | ----- |  | - | -----
|                                      |  | QuarterendedJuly 3, 2009 |       | QuarterendedJuly 4, 2008 |   | Two quartersendedJuly 3, 2009 |  | Two quartersendedJuly 4, 2008
|                                      |  | (in thousands)          
|By income statement line item         |  |                          |      
|Amortization of purchased intangibles |  | $                        | 3,406 |                          | $ | 3,054                         |  | $                             | 6,912 |  | $ | 6,006
|                                      |  |                          |       |                          |   |                               |  |                               |       |  |   |      
|Cost of revenues                      |  | $                        | 102   |                          | $ |                              |  | $                             | 289   |  | $ |     
|                                      |  |                          |       |                          |   |                               |  |                               |       |  |   |      

Expected amortization expense by year to the end of the current amortization schedule is the following:



|                                    |  |               |     
|----------------------------------- |  | ------------- | ----
|                                    |  | (in millions)
|To be recognized in:                |  |               |     
|Fiscal year 2009                    |  |               | 12.3
|Fiscal year 2010                    |  |               | 8.0 
|Fiscal year 2011                    |  |               | 4.9 
|Fiscal year 2012                    |  |               | 3.8 
|Fiscal year 2013                    |  |               | 1.8 
|                                    |  |               |     
|Total expected amortization expense |  | $             | 30.8
|                                    |  |               |     



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##### Table of Contents

We recorded an impairment loss of $1,154.7 million against our goodwill in the fourth quarter of 2008, calculated as the
excess of carrying amount of goodwill over the implied fair value of goodwill in our reporting units.

In accordance with Statement of Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets (SFAS 142), we perform a goodwill impairment analysis using the two-step method on an annual basis and whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. The recoverability of goodwill is measured at the reporting unit level by comparing the reporting units carrying amount, including goodwill, to the fair market value of the reporting unit. During 2008, we
had five reporting units for purposes of the analysisanalog and mixed signal, computing, consumer, industrial and communication and specialty. The first step of the goodwill impairment test (Step one) is to identify potential impairment. If
the fair value of a reporting unit exceeds its carrying amount, no impairment of the goodwill of the reporting unit is indicated and the second step of the impairment test is unnecessary. However, if the carrying amount of a reporting unit exceeds
its fair value, the second step of the goodwill impairment test (Step Two) is performed to measure the amount of impairment loss, if any.

Goodwill as of
July 3, 2009 was $313.8 million. If we experience further significant declines in our stock price, market capitalization or future expected cash flows, further significant adverse changes in the business climate or continuing slower growth
rates, we may need to perform additional impairment analysis of our goodwill in future periods prior to our annual test in the fourth quarter. We can provide no assurance that the significant assumptions used in our analysis will not change
substantially and any additional analysis could result in additional impairment charges.

The adjusted carrying amount of goodwill is the new accounting
basis.

We review long-lived assets, including intangible assets subject to amortization, which are our developed technology, backlog, customer
relationships and intellectual property, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. We measure recoverability of long-lived assets by comparing the carrying
amount of the asset group to the future undiscounted net cash flows expected to be generated by those assets. If such assets are considered to be impaired, we recognize an impairment charge for the amount by which the carrying amounts of the assets
exceeds the fair value of the assets. As a result of the impairment indicators described above, during the fourth fiscal quarter of 2008, we tested our long-lived assets for impairment and determined that there was no impairment.

Note 10Restructuring

During the quarter ended March 28,
2008, we initiated a restructuring plan to reorganize certain operations, consolidate internal manufacturing facilities and reduce workforce and we recorded $3.6 million for employee severance and other facility consolidation costs. We announced an
additional plan to reduce our global workforce and other operating costs in November 2008. During the quarter and two quarters ended July 3, 2009, we recorded expenses for severance costs, fixed assets, legal and professional costs of
approximately $0.4 million and $1.9 million, respectively. All restructuring efforts are substantially complete and we anticipate minimal remaining expenditures.

Other accrued liabilities relating to the restructuring are summarized below (in millions).



|                                        |  |   |      |  
|--------------------------------------- |  | - | ---- | -
|Liability balance as of January 2, 2009 |  | $ | 4.1  |  
|Severance costs incurred                |  |   | 0.9  |  
|Severance payments                      |  |   | (4.5 | )
|                                        |  |   |      |  
|Liability balance as of July 3, 2009    |  | $ | 0.5  |  
|                                        |  |   |      |  

Note 11Shareholders Equity

DividendsIn April 2009, our Board of Directors declared a quarterly dividend of $0.12 per share of common stock. We paid dividends of $14.7 million on May 22, 2009 to shareholders of record as of the
close of business on May 12, 2009. In July 2009, our Board of Directors declared a quarterly dividend of $0.12 per share of common stock. The dividend will be paid on August 22, 2009 to shareholders of record as of the close of business on
August 12, 2009.



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##### Table of Contents

Class A Common StockShare activity for Class A common stock since January 2, 2009 (in
thousands of shares):



|                                    |  |                               
|----------------------------------- |  | ------------------------------
|                                    |  | Two quarters endedJuly 3, 2009
|Balance as of January 2, 2009       |  | 121,626                       
|Shares issued under stock plans     |  | 629                           
|Repurchase and retirement of shares |  |                              
|                                    |  |                               
|Balance as of July 3, 2009          |  | 122,255                       
|                                    |  |                               

Note 12Legal Matters and Indemnifications

Legal MattersWe are currently party to various claims and legal proceedings. In our opinion, no material loss is anticipated from such claims and
proceedings.

IndemnificationsWe generally provide customers with a limited indemnification against intellectual property infringement claims
related to our products. We accrue for known indemnification issues and estimate unidentified issues based on historical activity.

Note 13Segment
Information

We report our results in one reportable segment. We design, develop, manufacture and market high performance analog integrated circuits.
Our chief executive officer is our chief operating decision maker.

Note 14Subsequent Events

On August 6, 2009, we acquired 100% of Quellan, Inc., a privately held leader in the design of high performance analog signal processing integrated circuits, for
approximately $15 million in cash and contingent consideration of up to $14.7 million if certain revenue goals are achieved.

Based in Santa Clara,
California, Quellan utilizes a proprietary Collaborative Signal Processing (CSP) architecture to apply adaptive noise cancellation and equalization within the analog domain. This unique approach enables Quellans ICs to address signal loss,
dispersion, skew and noise in high-speed signal processing applications. Quellans Q:ACTIVE technology will provide improved performance, smaller footprint and lower power solutions for communications and networking infrastructure,
high-performance computing, storage and consumer electronics applications. We believe Quellens technology will enable us to further penetrate new and existing high-margin markets.

The initial accounting for the acquisition is incomplete and information regarding allocation of the purchase price has not been determined. We have not recognized any acquisition related expenses as of July 3,
2009.

We have evaluated subsequent events through August 7, 2009, which represents the date these condensed consolidated financial statements were
issued.

Note 15Income Taxes and Discontinued Operations

During the quarter ended March 28, 2008, the statute of limitations expired for the tax years 2002 and 2003 and we reversed to income approximately $40.7 million of previously established unrecognized tax benefits related to these tax
years. Of this amount, $21.3 million related to international income tax matters and is included in income tax expense from continuing operations. The remaining $19.4 million related to the sale of our wireless division and is included in income tax
benefit from discontinued operations. Included in these amounts was approximately $1.2 million reduction in the accrual for interest.



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##### Table of Contents

The table below summarizes activity in unrecognized tax benefits (UTBs) resulting from uncertain tax positions:



|                                                                                                                                   |  |                   |     |                   |   |       |  
|---------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | --- | ----------------- | - | ----- | -
|                                                                                                                                   |  | As of July 3,2009 |     | As of July 4,2008 |  
|                                                                                                                                   |  | (in millions)     |    
|Beginning balance (includes interest and penalties of $0.5 million as of January 2, 2009 and $5.9 million as of December 28, 2007) |  | $                 | 8.6 |                   | $ | 56.6  |  
|Increases related to current year tax positions                                                                                    |  |                   | 0.2 |                   |   | 1.5   |  
|Decreases related to lapses of statutes of limitations                                                                             |  |                   |    |                   |   | (40.7 | )
|                                                                                                                                   |  |                   |     |                   |   |       |  
|Ending balance (includes interest and penalties of $0.5 million as of July 3, 2009 and $4.7 million as of July 4,
2008)            |  | $                 | 8.8 |                   | $ | 17.4  |  
|                                                                                                                                   |  |                   |     |                   |   |       |  

Our remaining significant UTB primarily relates to other international income tax matters. We are currently unable
to estimate the amount of reserves that will reverse in the next 12 months.

Tax years from 2005 forward are under examination or remain subject to audit.
The major tax jurisdictions in which we operate includes the United States, various individual states and several foreign nations.

Note 16Recent
Accounting Pronouncements

FASB Statement No. 141(R), Business Combinations (SFAS 141R)Issued in December 2007, SFAS
141R provides companies with principles and requirements on how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, liabilities assumed and any non-controlling interest in the acquiree as well as the
recognition and measurement of goodwill acquired in a business combination. SFAS 141R also requires certain disclosures to enable users of the financial statements to evaluate the nature and financial effects of the business combination. Acquisition
costs associated with the business combination will generally be expensed as incurred. SFAS 141R is effective for business combinations occurring in fiscal years beginning after December 15, 2008, which will require us to adopt these provisions
for business combinations occurring in fiscal 2009 and thereafter.

FSP FAS 142-3, Determination of the Useful Life of Intangible Assets
(FSP FAS 142-3)In April 2008, the FASB issued FSP FAS 142-3, Determination of the Useful Life of Intangible Assets. FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension
assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, Goodwill and Other Intangible Assets. FSP FAS 142-3 is effective for financial statements issued for fiscal years beginning
after December 15, 2008 and interim periods within those fiscal years.

FASB Statement No. 161, Disclosures about Derivative Instruments
and Hedging Activities (SFAS 161)In March 2008, the FASB issued SFAS 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133. This statement is intended to improve
transparency in financial reporting by requiring enhanced disclosures of an entitys derivative instruments and hedging activities and their effects on the entitys financial position, financial performance and cash flows. SFAS 161 applies
to all derivative instruments within the scope of SFAS 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133) as well as related hedged items, bifurcated derivatives and nonderivative instruments that are designated
and qualify as hedging instruments. Entities with instruments subject to SFAS 161 must provide more robust qualitative disclosures and expanded quantitative disclosures. SFAS 161 was effective prospectively for financial statements issued for fiscal
years and interim periods beginning after November 15, 2008, with early application permitted. There was no material impact from this statement.

FASB Staff Position (FSP) FAS 157-4, Determining Whether a Market Is Not Active and a Transaction is Not Distressed (FSP FAS 157-4)Issued in April 2009, FSP FAS 157-4 provides guidance for making fair value
measurements more consistent with the principles presented in FAS 157. FSP 157-4 provides additional authoritative guidance in determining whether a market is active or inactive and whether a transaction is distressed. FSP 157-4 is applicable to all
assets and liabilities (i.e. financial and nonfinancial) and will require enhanced disclosures. This standard is effective for periods ending after June 15, 2009 with early adoption permitted. There was no material impact from this guidance.

FSP FAS 115-2, FAS 124-2 and EITF 99-20-2, Recognition and Presentation of Other-Than-Temporary Impairments(FSP FAS 115-2, FAS 124-2 and EITF 99-20-2)Issued in April 2009, this FSP provides additional guidance to improve clarity about the credit and noncredit component of an other-than-temporary impairment event and to more effectively
communicate when an other-than-temporary impairment event has occurred. This FSP applies to debt securities. This standard is effective for periods ending after June 15, 2009 with early adoption permitted. This statement resulted in additional
disclosures related to other-than-temporary impairments.



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##### Table of Contents

FASB Staff Position FAS 107-1 and APB 28-1,Interim Disclosures about Fair Value of Financial
Instruments(FSP FAS 107-1 and APB 28-1)Also issued in April 2009,FSP FAS 107-1 and APB 28-1 amend SFAS No 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about fair value of
financial instruments in interim as well as in annual financial statements. This FSP also amends APB Opinion No. 28, Interim Financial Reporting, to require those fair value disclosures in all interim financial statements. This standard was
effective for periods ending after June 15, 2009 with early adoption permitted. There was no material impact from this guidance.

FASB Statement
No. 165, Subsequent Events (SFAS 165)In May 2009, the FASB issued SFAS 165, which sets forth: 1) the period after the balance sheet date during which management of a reporting entity should evaluate events or
transactions that may occur for potential recognition or disclosure in the financial statements; 2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements;
and 3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. SFAS 165 is currently effective and did not impact the consolidated financial results.

FASB Statement No. 168, The FASB Accounting Standards Codification  and the Hierarchy of Generally Accepted Accounting Principles, a replacement
of FASB Statement No. 162 (the Codification)In June 2009, the FASB issued the Codification, which was launched on July 1, 2009. The Codification became the single source of authoritative nongovernmental U.S. GAAP,
superseding existing FASB, American Institute of Certified Public Accountants (AICPA), Emerging Issues Task Force (EITF) and related literature. The Codification eliminates the GAAP hierarchy contained in SFAS No. 162 and establishes one level
of authoritative GAAP. All other literature is considered non-authoritative. This Statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009. We will adopt the Codification in the
quarter ending October 2, 2009. There will be no change to our Consolidated Financial Statements due to the implementation of this Statement.

End of Unaudited Consolidated Financial Statements



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##### Table of Contents

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

You should read the following discussion in conjunction with our 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.

Forward Looking
Statements

This Quarterly Report contains statements relating to expected future results and business trends of Intersil 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: industry and global economic and market conditions, such as 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; new product
performance and quality; the successful integration of acquisitions; manufacturing difficulties, such as the availability and extent of utilization of manufacturing capacity and raw materials; procurement shortages; the failure of our suppliers or
outsource providers to perform their obligations in a manner consistent with our expectations; the need for additional capital; pricing pressures and other competitive factors, such as competitors new products; competitors with significantly
greater financial, technical, manufacturing and marketing resources; 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; legal challenges to our products and technology, such as intellectual property infringement and misappropriation claims; customer service; the extent that customers use our products and services in their business, such as the
timing of the subsequent entry of our customers products containing our components into production, the size and timing of orders from customers and customer cancellations or shipment delays; changes in import export regulations; legislative,
tax, accounting, or regulatory changes or changes in their interpretation; transportation, communication, demand, information technology or supply disruptions based on factors outside our control such as natural disasters, wars and terrorist
activities; and exchange rate fluctuations. 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 analog and mixed signal integrated circuits (ICs). We believe our product portfolio addresses some of the fastest growing applications within the high-end consumer, industrial, computing and
communications markets.

Critical Accounting Policies

You should refer to the disclosures regarding critical accounting policies in Managements Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended
January 2, 2009.



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##### Table of Contents

Results of Operations

Statement of operations data and percentage of revenue for the periods indicated:



|                                                      |  |                |   |  |                    |   |  |             |    |  |             |   
|----------------------------------------------------- |  | -------------- | - |  | ------------------ | - |  | ----------- | -- |  | ----------- | --
|                                                      |  | Quarter ended  |   |  | Two quarters ended |  
|                                                      |  | July 3,2009    |   |  | July 4,2008        |   |  | July 3,2009 |    |  | July 4,2008 |   
|                                                      |  | (% of revenue) |  
|Revenue                                               |  | 100.0          | % |  | 100.0              | % |  | 100.0       | %  |  | 100.0       | % 
|Cost of revenue                                       |  | 45.8           | % |  | 43.3               | % |  | 45.4        | %  |  | 44.7        | % 
|                                                      |  |                |   |  |                    |   |  |             |    |  |             |   
|Gross profit                                          |  | 54.2           | % |  | 56.7               | % |  | 54.6        | %  |  | 55.3        | % 
|Operating costs and expenses                          |  |                |   |  |                    |   |  |             |    |  |             |   
|Research and development                              |  | 25.2           | % |  | 17.8               | % |  | 26.3        | %  |  | 17.6        | % 
|Selling, general and administrative                   |  | 20.2           | % |  | 16.8               | % |  | 21.0        | %  |  | 15.2        | % 
|Amortization of purchased intangibles                 |  | 2.3            | % |  | 1.4                | % |  | 2.6         | %  |  | 1.4         | % 
|In-process research and development credit            |  |               | % |  |                   | % |  | (0.1        | )% |  |            | % 
|Restructuring and other related charges               |  | 0.3            | % |  | 0.6                | % |  | 0.7         | %  |  | 1.2         | % 
|                                                      |  |                |   |  |                    |   |  |             |    |  |             |   
|Operating income                                      |  | 6.2            | % |  | 20.1               | % |  | 4.1         | %  |  | 19.9        | % 
|Gain (loss) on deferred comp investments, net         |  | 0.7            | % |  | 0.4                | % |  | 0.3         | %  |  |            | % 
|Loss on certain investments, net                      |  |               | % |  |                   | % |  |            | %  |  | (1.5        | )%
|Interest income, net                                  |  | 0.9            | % |  | 1.9                | % |  | 1.1         | %  |  | 2.1         | % 
|                                                      |  |                |   |  |                    |   |  |             |    |  |             |   
|Income from continuing operations before income taxes |  | 7.9            | % |  | 22.4               | % |  | 5.5         | %  |  | 20.5        | % 
|Income tax expense from continuing operations         |  | 3.7            | % |  | 4.8                | % |  | 2.2         | %  |  | 0.1         | % 
|                                                      |  |                |   |  |                    |   |  |             |    |  |             |   
|Income from continuing operations                     |  | 4.2            | % |  | 17.6               | % |  | 3.3         | %  |  | 20.4        | % 
|Discontinued operations                               |  |                |   |  |                    |   |  |             |    |  |             |   
|Income tax benefit from discontinued operations       |  |               | % |  |                   | % |  |            | %  |  | (4.6        | )%
|                                                      |  |                |   |  |                    |   |  |             |    |  |             |   
|Income from discontinued operations                   |  |               | % |  |                   | % |  |            | %  |  | 4.6         | % 
|                                                      |  |                |   |  |                    |   |  |             |    |  |             |   
|Net income                                            |  | 4.2            | % |  | 17.6               | % |  | 3.3         | %  |  | 25.0        | % 
|                                                      |  |                |   |  |                    |   |  |             |    |  |             |   



Note: Totals and percentages may not add or calculate precisely due to rounding. We have modified certain amounts in the quarter(s) ended July 4, 2008 to conform to the presentation in the quarter(s) ended July 3, 2009.

Revenue and Gross Profit

Revenue for the quarter
ended July 3, 2009 decreased $68.9 million or 31.9% to $147.3 million from $216.2 million during the quarter ended July 4, 2008. The decrease in sales was broad based and driven by revenue declines from all end markets. Sales in the
industrial and communication markets decreased 39% and 37%, respectively, from the second quarter of 2008, while sales into the consumer and computing end markets declined by 27% each. In the fourth fiscal quarter of 2008, deteriorating global
economic conditions resulted in reduced demand for our customers end products, which caused a severe reduction in orders of our component products. Demand and orders were further reduced as our customers began to work down their inventories,
resulting in fewer replacement orders throughout our supply chain. In the first quarter of 2009, sales continued to decline from the fourth quarter of 2008 in all markets except the computing market, which saw some recovery. In the second quarter of
2009, sales grew from the first quarter of 2009 levels in all markets as follows: consumer (51%), computing (40%), industrial (5%) and communication (1%).



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Revenues by end market were as follows (in millions):



|              |  |                            |       |              |                            |   |         |   |              |  |       |  
|------------- |  | -------------------------- | ----- | ------------ | -------------------------- | - | ------- | - | ------------ |  | ----- | -
|              |  | Quarter ended July 3, 2009 |       |              | Quarter ended July 4, 2008 |  
|              |  | Dollars                    |       | % of Revenue |                            |   | Dollars |   | % of Revenue | 
|Computing     |  | $                          | 51.6  |              | 35.0                       | % |         | $ | 71.0         |  | 32.8  | %
|Communication |  |                            | 30.1  |              | 20.4                       | % |         |   | 47.7         |  | 22.1  | %
|Industrial    |  |                            | 27.9  |              | 19.0                       | % |         |   | 45.9         |  | 21.2  | %
|Consumer      |  |                            | 37.7  |              | 25.6                       | % |         |   | 51.6         |  | 23.9  | %
|              |  |                            |       |              |                            |   |         |   |              |  |       |  
|Total         |  | $                          | 147.3 |              | 100.0                      | % |         | $ | 216.2        |  | 100.0 | %
|              |  |                            |       |              |                            |   |         |   |              |  |       |  

In aggregate, a 31% decrease in unit shipments decreased net revenue from second quarter of 2008 levels by $67.3
million and average selling prices (ASPs) decreased 1%, decreasing revenues by $1.6 million. Declining sales prices at the product level has been a phenomenon of the semiconductor industry for much of its existence. While the broad-based decline in
sales over the entire market in the fourth quarter of 2008 initially resulted in increased ASPs and current conditions reflect only a modest decline in ASPs, we expect average sales prices will continue to decline as the market recovers and we
return to historical sales levels.

Revenue for the two quarters ended July 3, 2009 decreased $154.5 million or 36.8% to $265.5 million from $419.9
million during the two quarters ended July 4, 2008. The decrease in sales was broad based and driven by revenue declines from all end markets. Sales into the consumer end market declined 41% from the first two quarters of 2008, while sales into
the industrial, communication and computing end markets declined by 39%, 37% and 31% respectively. In the fourth fiscal quarter of 2008, deteriorating global economic conditions resulted in reduced demand for our customers end products, which
caused a severe reduction in orders of our component products. Demand and orders were further reduced as our customers began to work down their inventories, resulting in fewer replacement orders throughout our supply chain. In the first quarter of
2009, sales continued to decline from the fourth quarter of 2008 in all markets except the computing end market which saw some recovery. In the second quarter of 2009, all markets began to show some recovery from the significantly lower sales of the
fourth quarter of 2008 and first quarter of 2009.

Revenues by end market were as follows (in millions):



|              |  |                                |       |              |                                |   |         |   |              |  |       |  
|------------- |  | ------------------------------ | ----- | ------------ | ------------------------------ | - | ------- | - | ------------ |  | ----- | -
|              |  | Two quarters ended July 3,2009 |       |              | Two quarters ended July 4,2008 |  
|              |  | Dollars                        |       | % of Revenue |                                |   | Dollars |   | % of Revenue | 
|Computing     |  | $                              | 88.5  |              | 33.3                           | % |         | $ | 128.0        |  | 30.5  | %
|Communication |  |                                | 59.9  |              | 22.6                           | % |         |   | 95.8         |  | 22.8  | %
|Industrial    |  |                                | 54.5  |              | 20.5                           | % |         |   | 89.8         |  | 21.4  | %
|Consumer      |  |                                | 62.6  |              | 23.6                           | % |         |   | 106.3        |  | 25.3  | %
|              |  |                                |       |              |                                |   |         |   |              |  |       |  
|Total         |  | $                              | 265.5 |              | 100.0                          | % |         | $ | 419.9        |  | 100.0 | %
|              |  |                                |       |              |                                |   |         |   |              |  |       |  



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In aggregate, a 37% decrease in unit shipments decreased net revenue from first two quarters of 2008 levels by $153.8
million and ASPs remained essentially flat, decreasing revenues slightly by $0.7 million. Declining sales prices at the product level has been a phenomenon of the semiconductor industry for much of its existence. While current conditions do not
reflect this decline, we expect sales prices will decline as the market recovers and we return to historical sales levels.

Geographically, year to date
revenues were derived from the Asia/Pacific, North America and Europe regions as follows:



|              |  |                       |   |  |              |  
|------------- |  | --------------------- | - |  | ------------ | -
|              |  | July 3, 2009          |   |  | July 4, 2008 |  
|              |  | (percent of revenues) |  
|Asia/Pacific  |  | 74                    | % |  | 73           | %
|North America |  | 18                    |   |  | 18           |  
|Europe        |  | 8                     |   |  | 9            |  
|              |  |                       |   |  |              |  
|Total         |  | 100                   | % |  | 100          | %
|              |  |                       |   |  |              |  

The long-term trend of revenue growth in the Asia/Pacific region continues to be reflected in the geographic
split. As manufacturing of consumer electronic and computing/communication products continues to migrate to the Asia/Pacific region of the world, we believe our sales will continue to grow proportionately in that region.

We sell our products to customers in many countries including, in descending order by revenue dollars for our top ten countries, China (including Hong Kong), the United
States, South Korea, Taiwan, Japan, Germany, Singapore, Thailand, Netherlands and Italy. Sales to customers in China, including Hong Kong, comprised approximately 48% of revenue, followed by the United States (17%) and South Korea
(12%) during the two quarters ended July 3, 2009. Two distributors that support a wide range of customers around the world accounted for 14% and 9% of our revenues in the two quarters ended July 3, 2009. One original design
manufacturer accounted for 9% of our revenues for the two quarters ended July 3, 2009.

Cost of Revenue and Gross Profit

Cost of revenue consists primarily of purchased materials and services, labor and overhead associated with product manufacturing. During the quarter ended July 3,
2009, gross profit decreased $42.8 million or 34.9% to $79.8 million from $122.6 million during the quarter ended July 4, 2008. As a percentage of sales, gross margin was 54.2% during the quarter ended July 3, 2009 compared to 56.7% during
the quarter ended July 4, 2008. The gross margin decreased primarily due to product sales mix changes at the product family level. Sales in the computing end market, which historically earns lower margins than the company average, were
proportionately higher in the quarter ended July 3, 2009 compared to the quarter ended July 4, 2008. (See revenues by end market table above.) This change in the mix of sales exerted downward pressure on gross margins overall.

During the two quarters ended July 3, 2009, gross profit decreased $87.3 million or 37.6% to $144.9 million from $232.2 million during the two quarters ended
July 4, 2008. As a percentage of sales, gross margin was 54.6% during the quarter ended July 3, 2009 compared to 55.3% during the quarter ended July 4, 2008. The gross margin decreased primarily due to product sales mix changes at the
product family level, partially offset by decreased margins in the two quarters ended July 4, 2008 due to higher inventory adjustments related to our announced restructuring plan. Sales in the computing end market, which historically earns
lower margins than the company average, were proportionately higher in the two quarters ended July 3, 2009 compared to the two quarters ended July 4, 2008. (See revenues by end market table above.) This change in the mix of sales exerted
downward pressure on gross margins overall.

We strive to improve gross margins from their present levels by emphasizing new high-margin products and cost
saving opportunities in our manufacturing chain. We expect to realize savings from our restructuring initiatives beginning late in 2009 and extending into 2010. We continue to make progress in our conversion from gold to copper wire in many of our
high volume products.

Operating Costs, Expenses and Other Income

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 decreased $1.6 million or 4.1% to
$37.0 million during the quarter



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ended July 3, 2009 from $38.6 million during the quarter ended July 4, 2008. R&D expenses decreased $4.0 million or 5.4% to $69.8 million
during the two quarters ended July 3, 2009 from $73.8 million during the two quarters ended July 4, 2008. The decreases were primarily due to cost saving initiatives and reduced incentive accruals offset by increased labor costs from
acquisitions and strong hiring of new design engineers during 2008. We are committed to our investment in research and development and expect R&D expenditures to remain close to 2008 levels.

Selling, General and Administrative (SG&A)

SG&A costs
include primarily salary and incentive expenses of employees engaged in marketing and selling, as well as salaries and expenses required to perform our human resource, finance, legal and executive functions. SG&A costs decreased by $6.5 million
or 17.9% to $29.8 million during the quarter ended July 3, 2009 from $36.3 million during the quarter ended July 4, 2008. SG&A costs decreased by $8.2 million or 12.9% to $55.6 million during the two quarters ended July 3, 2009
from $63.8 million during the two quarters ended July 4, 2008. The decreases for both periods related primarily to cost saving initiatives and reduced incentive accruals.

Amortization of Purchased Intangible Assets

Amortization of purchased intangible assets increased $0.3 million to
$3.4 million in the quarter ended July 3, 2009 from $3.1 million in the quarter ended July 4, 2008. For the two quarters ended July 3, 2009, amortization of purchased intangibles increased $0.9 million to $6.9 million from $6.0
million for the two quarters ended July 4, 2008. The increases for both periods resulted primarily from the three acquisitions in the last two quarters of fiscal 2008. We expect amortization of current definite-lived intangible asset balances
to decrease in the third and fourth quarters as certain balances become fully amortized. This decrease will reduce amortization expense by approximately $1.1 million per quarter beginning in the first quarter of 2010.

Many factors, including the significant and sustained decline in our market capitalization below our book value and the deteriorating macro-economic environment which
resulted in significant decline in demand for our products, can cause impairment of our goodwill and purchased intangible asset balances. We test our goodwill for impairment at least annually, or more frequently if impairment indicators arise.
During the fourth quarter of 2008, we performed our annual test of goodwill, as well as an additional goodwill impairment analysis as of November 29, 2008. Based on our analyses, we recorded total goodwill impairment charges of approximately
$1.2 billion in that quarter. We will conduct our annual goodwill impairment test in the fourth quarter of 2009. If we experience further significant declines in our stock price, market capitalization and expected cash flows, further significant
adverse changes in the business climate, continuing slow growth rates or other indicators of possible further impairment, we may need to perform additional impairment analysis of our goodwill prior to our annual test in the fourth quarter.

Restructuring

In March 2008, we implemented a plan to
consolidate our internal foundries and reduce the related workforce. In November 2008, in response to the deteriorating global economic environment, we announced further restructuring efforts that, when combined with the foundry consolidation, would
reduce our world-wide workforce by approximately 9% and result in an estimated combined annual cost savings between $12 million and $14 million. All restructuring projects are substantially complete.

We recorded charges of $0.4 million in the quarter ended July 3, 2009 compared to $1.2 million in the quarter ended July 4, 2008 for employee severance,
facility consolidation and other costs, as a result of these actions. We have recorded charges of $1.9 million for the two quarters ended July 3, 2009 compared to $4.9 million in the two quarters ended July 4, 2008. Other accrued expense
on the accompanying consolidated balance sheets includes approximately $0.5 million remaining liability related to the restructurings.

Gain (loss) on
deferred compensation investments, net

We have a liability for a qualified deferred compensation plan. We maintain a portfolio of approximately $9.9
million of investments under the plan. Changes in the fair value of the asset are recorded as a (loss) gain on investments and changes in the fair value of the liability are recorded as a component of compensation expense. In general, the
compensation expense (benefit) is substantially offset by the gains and losses on the investment. During the quarter ended July 3, 2009, we recorded a gain on deferred compensation investments of $1.1 million and an increase in compensation
expense of $1.2 million. During the two quarters ended July 3, 2009, we recorded gain on deferred compensation investments of $0.8 million and an increase of compensation expense of $0.8 million.



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Loss on certain investments, net

During the quarter ended March 28, 2008, we recorded an impairment charge of $6.4 million, before taxes, on certain auction rate securities whose decline in fair value was determined to be other-than-temporary.
We continue to monitor our auction rate securities and intend to hold all of these investments until the anticipated recovery in market value occurs.

Interest Income, net

Net interest income decreased to $1.4 million during the quarter ended July 3, 2009, from $4.1 million during the
quarter ended July 4, 2008. Net interest income decreased to $2.8 million during the two quarters ended July 3, 2009, from $8.9 million during the two quarters ended July 4, 2008. The decreases are attributable to a decrease in
average cash and investment balances and declining interest rates when compared to the same period last year.

Income Tax

Income tax expense from continuing operations for the quarter ended July 3, 2009 included a $3.4 million charge related to the move of our international
headquarters. Excluding this item, the effective tax rate on income from continuing operations for the quarters ended July 3, 2009 and July 4, 2008 was 17.2% and 21.4%, respectively. Income tax benefit from continuing operations for the
two quarters ended July 4, 2008 included a $21.3 million reversal of a previously established unrecognized tax benefit (UTB) due to the expiration of the statute of limitations on the tax years 2002 and 2003. Excluding both unusual items, the
effective tax rates on income from continuing operations for the two quarters ended July 3, 2009 and July 4, 2008 was 17.4% and 25.3%, respectively. The decrease in rate for both the quarter and two quarter periods is primarily due to a
greater portion of income in lower tax jurisdictions. Our tax rate is expected to be approximately 17% in future quarters.

In determining net income, we
estimate and exercise judgment in the calculation of tax expense and tax liabilities and in assessing the recoverability of deferred tax assets that arise from temporary differences between the tax and financial statement recognition of assets and
liabilities.

In the ordinary course of business, the ultimate tax outcome of many transactions and calculations is uncertain, as the calculation of tax
liabilities involves the application of complex tax laws in the United States and other jurisdictions. We recognize liabilities for additional taxes that may be due on tax audit issues based on an estimate of the ultimate resolution of those issues.
Although we believe the estimates are reasonable, the final outcome may be different than amounts we estimate. Such determinations could have a material impact on the income tax provision, effective tax rate and operating results in the period they
occur. In addition, 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 our estimates.

Discontinued Operations

Income from discontinued operations in the
quarter ended March 28, 2008 included a tax benefit of $19.4 million for a reversal of a previously established UTB due to the expiration of the statute of limitations on the tax years 2002 and 2003.

Backlog

Our sales are made pursuant to purchase orders that are
generally booked up to six months in advance of delivery. Our standard terms and conditions of sale provide that these orders become non-cancelable and non-reschedulable thirty days prior to the most current customer request date (CRD) for standard
products and ninety days prior to CRD 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. Additionally, we believe backlog can
fall faster than consumption rates in periods of weak end-market demand since production lead times can be shorter. Conversely, we believe backlog can grow faster than consumption in periods of strong end-market demand as cycle and delivery times
increase and some customers may increase orders in excess of their current consumption to reduce their own risk of production disruptions.

We had a
six-month backlog as of July 3, 2009 of $139.6 million compared to April 3, 2009 of $126.9 million and $190.7 million as of July 4, 2008. Although not always the case, backlog can be a leading indicator of performance for
approximately the next two quarters.

Business Outlook

On July 22, 2009, we announced our outlook for the third quarter of 2009. With a positive book-to-bill in the first two quarters and increasing backlog, we expected to see sequential growth in the third quarter. At that time, we
expected revenue to increase to $156 million to $162 million. Although visibility remains limited, we expected GAAP earnings per diluted share of approximately $0.08 to $0.11. The full announcement can be referenced in the press release that is an
exhibit to a Current Report on Form 8-K furnished on July 22, 2009.



26



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##### Table of Contents

Contractual Obligations and Off-Balance Sheet Arrangements

Our contractual obligations and off-balance sheet arrangements have not changed significantly from January 2, 2009. As of July 3, 2009, we had committed to
purchase $22.1 million of inventory from suppliers.

The D2Audio, Kenet and Zilker purchase agreements contain provisions for payment of additional
consideration to former stockholders if revenue in excess of a base amount is attained. The maximum payout under these provisions is $23.5 million, based on revenue earned through July 2010. Due to the uncertainty of revenue in excess of the base
amounts, we have not accrued any amount for additional consideration as of July 3, 2009.

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 to market; 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, including
capital expenditures for the expansion or upgrading of worldwide manufacturing capacity, working capital requirements, our dividend program and potential future acquisitions or strategic investments. As of July 3, 2009, our total
shareholders equity was $1.0 billion. At that date, we had $324.2 million in cash and short-term investments. We have no debt outstanding.

We have
$84.6 million in long-term investments, primarily auction rate securities. These securities are composed of approximately $49.8 million of insurance related securities, $13.8 million of corporate credit securities and
$21.0 million of student loan based securities. We continue to accrue and receive interest on the securities based on a contractual rate. The weighted rate is currently approximately 170 basis points above one month LIBOR.

On October 17, 2008, we established a $75 million revolving credit facility with Bank of America, N.A. as administrative agent and certain other banks. This
credit line increases our available liquidity and enhances our ability to invest in our business. To date, we have not drawn on the line. We are currently in compliance with all covenants under the agreement.

Our primary sources and uses of cash during the quarters ended July 3, 2009 and July 4, 2008 were as follows:



|                                                                           |  |                    |     |   |              |   |      |  
|-------------------------------------------------------------------------- |  | ------------------ | --- | - | ------------ | - | ---- | -
|                                                                           |  | Two quarters ended |    
|                                                                           |  | July 3, 2009       |     |   | July 4, 2008 |  
|                                                                           |  | (in millions)      |    
|Sources of Cash                                                            |  |                    |     |  
|Existing business performance and activities                               |  |                    |     |   |              |   |      |  
|Operating activities, including working capital changes                    |  | $                  | 45  |   |              | $ | 115  |  
|Proceeds from exercise of compensatory stock plans, including tax benefits |  |                    | 2   |   |              |   | 19   |  
|                                                                           |  |                    |     |   |              |   |      |  
|                                                                           |  | $                  | 47  |   |              | $ | 134  |  
|                                                                           |  |                    |     |   |              |   |      |  
|Uses of Cash                                                               |  |                    |     |   |              |   |      |  
|Business improvement investments                                           |  |                    |     |   |              |   |      |  
|Business acquisitions, net                                                 |  | $                  | (1  | ) |              | $ |     |  
|Capital expenditures, net of sale proceeds                                 |  |                    | (3  | ) |              |   | (23  | )
|                                                                           |  |                    |     |   |              |   |      |  
|                                                                           |  | $                  | (4  | ) |              | $ | (23  | )
|                                                                           |  |                    |     |   |              |   |      |  
|Returned to shareholders                                                   |  |                    |     |   |              |   |      |  
|Stock repurchases                                                          |  | $                  |    |   |              | $ | (110 | )
|Dividends paid                                                             |  |                    | (30 | ) |              |   | (30  | )
|                                                                           |  |                    |     |   |              |   |      |  
|                                                                           |  | $                  | (30 | ) |              | $ | (140 | )
|                                                                           |  |                    |     |   |              |   |      |  
|Cash/Investment Management Activities                                      |  |                    |     |   |              |   |      |  
|Increase in investments and foreign exchange effects                       |  | $                  | 2   |   |              | $ | 30   |  
|                                                                           |  |                    |     |   |              |   |      |  
|Net increase in cash and cash equivalents                                  |  | $                  | 15  |   |              | $ | 1    |  
|                                                                           |  |                    |     |   |              |   |      |  

For the two quarters ended July 3, 2009, our operational cash (including proceeds from stock plans) was $47
million compared to $134 million in the two quarters ended July 4, 2008, a decrease of $87 million. We used approximately $3



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million for capital expenditures and $1 million for acquisitions. We returned $30 million to shareholders in the form of dividends. Investment balances were
increased by $2 million compared to $30 million in the two quarters ended July 4, 2008, resulting in net cash provided of $15 million overall.

We
strive to constantly improve the cash flows from our existing business activities and return the majority of that cash flow to shareholders. We maintain and improve our existing business performance with necessary capital expenditures and
acquisitions that may further improve our business and return on investment. Cash, stock or a combination of both may be issued to fund additional acquisitions to improve our business.

Our cash, cash equivalents and investments, when combined with no outstanding long or short-term debt obligations, give us the flexibility to return free cash flow to our shareholders while also pursuing business
improvement opportunities for our future.

Non-cash Working Capital

Trade accounts receivable, less valuation allowances, increased by $3.5 million to $70.1 million as of July 3, 2009 from $66.6 million as of January 2, 2009. This increase primarily reflects the increased
sales in the past two quarters compared to the fourth quarter of 2008 and a return of days sales outstanding to more historical rates. Inventories, net of reserves, decreased by $14.7 million to $94.9 million as of July 3, 2009 from $109.6
million as of January 2, 2009. Our days-of-inventory is still high, resulting from the sudden decline in sales, but we are continuing to reduce inventory and intend to reduce days of inventory to more historical levels by year-end.

Capital Expenditures

Capital expenditures were $3.8 million for
the two quarters ended July 3, 2009 and $22.8 million for the two quarters ended July 4, 2008. Capital expenditures in 2008 were primarily due to the expansion of available capacity for both our wafer and assembly/test partners.

Proceeds from exercises of Stock Options and our Stock Purchase Plan

For the two quarters ended July 3, 2009, cash flow from exercises of stock options and related tax benefits and sales under our ESPP decreased to approximately $1.5 million as compared with $18.8 million in the
two quarters ended July 4, 2008. Exercises are decisions of grantees and are influenced by the level of our stock price and by other considerations of grantees. While the level of cash inflow from exercises is difficult to forecast or control,
we believe it will remain a secondary source of cash.

Stock Repurchases and Dividends

Historically, we have returned cash to shareholders through our stock repurchase and dividend programs. Our previous stock repurchase program expired on December 22, 2008.

In April 2009, our Board of Directors declared a quarterly dividend of $0.12 per share of common stock. The dividend was paid on May 22, 2009 to shareholders of
record as of the close of business on May 12, 2009. In July 2009, our Board of Directors also declared a dividend of $0.12 per share, to be paid on August 22, 2009 to shareholders of record as of the close of business on August 12,
2009.



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

Global economic conditions pose a risk to the overall economy as consumers and businesses may defer purchases in response to the uncertainty around tighter credit and negative financial news. These conditions could
reduce product demand and affect other related matters. Demand could be different from our expectations due to many factors including changes in business and economic conditions, conditions in the credit market that could affect consumer confidence,
customer acceptance of our products, changes in customer order patterns including order cancellations and changes in the level of inventory held by vendors.

Credit markets have tightened as a result of the recent financial crises, resulting in lower liquidity in many financial markets and excess volatility in fixed income, credit and equity markets. We continue to experience a number of
resulting effects, including product delays due to effects experienced by key suppliers; reduced orders and payments as customers are affected by tighter credit markets and/or insolvency; decreased investing and financing options in a tighter
market; increased expenses; increased impairments resulting from lower orders and sales as customers experience difficulties obtaining financing; and volatility in the earnings and fair value of our investments.



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Our cash equivalents and short-term investments are subject to three market risks: interest rate risk, credit risk and
secondary market risk. Our investments are primarily held in money market funds and auction rate securities (ARS). Some of these investments are insured for credit risk. ARS are subject to the risk that the secondary market might fail to provide the
liquidity opportunity at the rate reset points. This risk, which we have recently encountered with regard to our ARS, manifests itself in sponsoring broker-dealers withdrawing from the auction process that provides the rate reset and liquidity. See
Note 5 to our unaudited consolidated financial statements for additional quantitative and qualitative details.

During the two quarters ended July 3,
2009, we purchased and sold foreign exchange contracts with a notional value of $15.9 million. The related derivatives were recognized on the balance sheet at their fair value as of July 3, 2009. Due to their immaterial value, we do not believe
they are subject to material changes due to market or interest rate risk inherent in forward contracts for foreign currencies.

For further discussion of
the risk related to foreign currency exchange rates and market risk, see our Annual Report on Form 10-K for the year ended January 2, 2009.



|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 July 3, 2009. 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 July 3, 2009, 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 rules and forms of the Securities and Exchange Commission (SEC).

(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 July 3, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

There were no material
legal proceedings filed against Intersil during the quarter ended July 3, 2009, nor were there any material developments in existing legal proceedings to which Intersil is a party. Please reference our annual report on Form 10-K, filed with the
SEC on March 3, 2009, for a discussion of the material legal proceedings to which we are a party.



|Item 1A. | Risk Factors
|-------- | ------------

In addition to the cautionary
information included in this report, you should carefully consider the factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K, filed with the SEC on March 3, 2009, which could materially adversely affect our
business, financial condition and/or results of operations.



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

None



|Item 3. | Defaults Upon Senior Securities
|------- | -------------------------------

None



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

(a) The Annual Meeting of Shareholders of Intersil was held on May 6, 2009 (Annual Meeting) in Milpitas, California.



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(b) At the Annual Meeting, the shareholders considered and approved all of the following proposals, as further described
in Intersils Definitive Proxy Statement, filed with the SEC on March 19, 2009. As reported by our transfer agent, the total number of shares voted was 114,425,754.



| | (1) | Election of Directors. All nine of managements nominees for Intersils Board of Directors were elected by the following vote:
| | --- | ------------------------------------------------------------------------------------------------------------------------------



|                     |  |             |  |          
|-------------------- |  | ----------- |  | ---------
|Nominee              |  | For         |  | Withheld 
|David B. Bell        |  | 113,937,036 |  | 488,718  
|Robert W. Conn       |  | 113,863,028 |  | 562,726  
|James V. Diller      |  | 112,392,777 |  | 2,032,977
|Gary E. Gist         |  | 113,784,877 |  | 640,877  
|Mercedes Johnson     |  | 113,937,207 |  | 488,547  
|Gregory Lang         |  | 113,385,878 |  | 1,039,876
|Jan Peeters          |  | 113,564,454 |  | 861,300  
|Robert N. Pokelwaldt |  | 113,862,693 |  | 563,061  
|James A. Urry        |  | 113,861,410 |  | 564,344  



| | (2) | Proposal for the shareholders to ratify the appointment of KPMG LLP as the independent registered public accounting firm of Intersil.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------



|            |  |         |  |         |  |                
|----------- |  | ------- |  | ------- |  | ---------------
|For         |  | Against |  | Abstain |  | Broker Non-Vote
|114,263,580 |  | 125,036 |  | 37,138  |  | none           



| | (3) | Proposal for the shareholders to ratify an amendment to extend the term of the Intersil Corporation Employee Stock Purchase Plan to February 28, 2019 and increase the number of
shares authorized for issuance under the Plan from 2,533,334 to 4,533,334.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|            |  |           |  |         |  |                
|----------- |  | --------- |  | ------- |  | ---------------
|For         |  | Against   |  | Abstain |  | Broker Non-Vote
|101,209,061 |  | 6,262,899 |  | 45,310  |  | 6,908,484      



|Item 5. | Other Information
|------- | -----------------

None



|Item 6. | Exhibits
|------- | --------

The list of exhibits required by
Item 601 of Regulation S-K to be filed as part of this Quarterly Report is incorporated by reference to the Index to Exhibits 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/ Jonathan A. KennedyJonathan A. KennedyChief Financial Officer


Date: August 7, 2009

INDEX TO EXHIBITS



|            |  |                                                                                                                                                                                                                           
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                               
|3.01        |  | Amended and Restated Certificate of Incorporation of Intersil Corporation (incorporated by reference to Exhibit 3.01 to the Quarterly Report on Form 10-Q, filed on August 9,
2005).                                      
|            | 
|3.02        |  | Restated Bylaws of Intersil.*                                                                                                                                                                                             
|            | 
|4.01        |  | Specimen Certificate of Intersil Corporations Class A Common Stock (incorporated by reference to Exhibit 4.01 to the Annual Report on Form 10-K, filed on February 27,
2007).                                            
|            | 
|31.01       |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                
|            | 
|31.02       |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act, as Adopted Pursuant to 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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