<PAGE>
                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2001.

                                       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 000-23084.


                        INTEGRATED SILICON SOLUTION, INC.



                  Delaware                                     77-0199971.
        (State or other jurisdiction of                      (I.R.S Employer
        incorporation or organization)                      Identification No.)

        2231 Lawson Lane, Santa Clara, California               95054.
        (Address of principal executive offices)               zip code

        Registrant's telephone number, including area code  (408) 588-0800.

        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

        The number of outstanding shares of the registrant's Common Stock as of
February 6, 2002 was 26,738,721

<PAGE>

                        INTEGRATED SILICON SOLUTION, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                      (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                               Three Months Ended
                                                                  December 31,
                                                         -----------------------------
                                                           2001                 2000
                                                         --------             --------
<S>                                                      <C>                  <C>
Net sales (See Note 13)                                  $ 15,091             $ 65,229
Cost of sales                                              12,400               43,054
                                                         --------             --------
Gross Profit                                                2,691               22,175
                                                         --------             --------
Operating Expenses:
  Research and development                                  6,638                6,717
  Selling, general and administrative                       3,665                6,230
                                                         --------             --------
    Total operating expenses                               10,303               12,947
                                                         --------             --------
Operating income (loss)                                    (7,612)               9,228
Gain on sale of investments                                    35               17,202
Other income (expense), net                                   536                1,507
                                                         --------             --------
Income (loss) before income taxes, minority
  interest and equity in net income (loss) of
  affiliated companies                                     (7,041)              27,937
Provision  for income taxes                                    --                6,985
                                                         --------             --------
Income (loss) before minority interest
  and equity in net income (loss) of
  affiliated companies                                     (7,041)              20,952

Minority interest in net loss of
  consolidated subsidiary                                       9                   --
Equity in net income (loss) of
  affiliated companies                                     (2,906)               4,123
                                                         --------             --------
Net income (loss)                                        $ (9,938)            $ 25,075
                                                         ========             ========
Basic net income (loss) per share                        $  (0.37)            $   0.97
                                                         ========             ========
Shares used in basic per share calculation                 26,598               25,822
                                                         ========             ========

Diluted net income (loss) per share                      $  (0.37)            $   0.91
                                                         ========             ========
Shares used in diluted per share calculation               26,598               27,407
                                                         ========             ========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       1

<PAGE>

                        INTEGRATED SILICON SOLUTION, INC.
            CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (Unaudited)
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                                   December 31,
                                                          -----------------------------
                                                            2001                  2000
                                                          --------             --------
<S>                                                       <C>                  <C>
Net income (loss)                                         $ (9,938)            $ 25,075
Other comprehensive income (loss), net of tax:
   Change in cumulative translation adjustment                (296)              (1,011)
                                                          --------             --------
Comprehensive income (loss)                               $(10,234)            $ 24,064
                                                          ========             ========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       2



<PAGE>

                        INTEGRATED SILICON SOLUTION, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                December 31,        September 30,
                                                                     2001               2001
                                                                -----------         -------------
                                                                (unaudited)              (1)
<S>                                                             <C>                 <C>
                                       ASSETS
Current assets:
  Cash and cash equivalents                                     $  25,960             $  19,309
  Short-term investments                                           91,750               103,550
  Accounts receivable                                               8,014                 9,743
  Accounts receivable from related parties (See Note 13)              812                   597
  Inventories                                                      39,741                45,179
  Other current assets                                              3,747                 4,689
                                                                ---------             ---------
Total current assets                                              170,024               183,067
Property, equipment, and leasehold improvements, net                7,649                 7,663
Other assets                                                       47,805                47,122
                                                                ---------             ---------
Total assets                                                    $ 225,478             $ 237,852
                                                                =========             =========

                              LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                              $   7,830             $   7,285
  Accounts payable to related parties (See Note 13)                 1,914                   854
  Accrued compensation and benefits                                 3,186                 3,510
  Accrued expenses                                                  6,366                 7,801
  Income tax payable                                                1,167                 3,651
  Current portion of long-term obligations                            160                   156
                                                                ---------             ---------
Total  current liabilities                                         20,623                23,257
Long-term obligations                                                 116                   158
Minority interest                                                     136                    --
Stockholders' equity:
  Preferred stock                                                      --                    --
  Common stock                                                          3                     3
  Additional paid-in capital                                      221,902               221,502
  Accumulated deficit                                             (11,649)               (1,711)
  Accumulated comprehensive income (loss)                          (5,653)               (5,357)
Total stockholders' equity                                        204,603               214,437
                                                                ---------             ---------
Total liabilities and stockholders' equity                      $ 225,478             $ 237,852
                                                                =========             =========
</TABLE>

                 (1) Derived from audited financial statements.
     See accompanying notes to condensed consolidated financial statements.


                                       3

<PAGE>



                        INTEGRATED SILICON SOLUTION, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)

<TABLE>
<CAPTION>

                                                                                             Three Months Ended
                                                                                                December 31,
                                                                                       -----------------------------
                                                                                         2001                 2000
                                                                                       --------             --------
<S>                                                                                    <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                                    $ (9,938)            $ 25,075
  Depreciation and amortization                                                             871                  789
  Gain on sale of investments                                                               (35)             (17,202)
  Loss on impairment of investment                                                          150                 --
  Equity in (net income) loss of affiliated companies                                     2,906               (4,123)
  Minority interest in net loss of consolidated subsidiary                                   (9)                --
  Net effect of changes in current and other assets and current liabilities               5,023               (1,821)
                                                                                       --------             --------
     Cash provided by (used in) operating activities                                     (1,032)               2,718

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                                                     (857)                (397)
  Purchases of available-for-sale securities                                             (6,600)             (15,100)
  Sales of available-for-sale securities                                                 18,400               16,250
  Proceeds from partial sale of Integrated Circuit Solution, Inc. ("ICSI")                   64                5,147
  Proceeds from joint venture partner                                                       145                 --
  Investment in Semiconductor Manufacturing International Corp. ("SMIC")                 (3,750)              (6,750)
  Proceeds from sale of Wafertech, LLC                                                     --                 40,669
  Other investments                                                                         (16)                --
                                                                                       --------             --------
     Cash provided by investing activities                                                7,386               39,819

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stock                                                    400                  172
  Principal payments on notes payable and long-term obligations                             (38)                 (34)
                                                                                       --------             --------
     Cash provided by financing activities                                                  362                  138
                                                                                       --------             --------

Effect of exchange rate changes on cash and cash equivalents                                (65)                --

Net increase in cash and cash equivalents                                                 6,651               42,675
Cash and cash equivalents at beginning of period                                         19,309               38,778
                                                                                       --------             --------
Cash and cash equivalents at end of period                                             $ 25,960             $ 81,453
                                                                                       ========             ========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       4

<PAGE>

                        INTEGRATED SILICON SOLUTION, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1. BASIS OF PRESENTATION

        The accompanying condensed financial statements include the accounts of
Integrated Silicon Solution, Inc. (the "Company") and its consolidated majority
owned subsidiaries, after elimination of all significant intercompany accounts
and transactions and have been prepared in accordance with generally accepted
accounting principles for interim financial information and with Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for fair presentation have
been included.

        Operating results for the three months ended December 31, 2001 are not
necessarily indicative of the results that may be expected for the year ending
September 30, 2002. The financial statements included herein should be read in
conjunction with the Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 2001.


2. CONCENTRATIONS

        In the quarter ended December 31, 2001, no single customer accounted for
over 10% of net sales. However, shipments for Cisco Systems Inc. ("Cisco")
directly, or indirectly through subcontractors, accounted for approximately 14%
of net revenue. Sales to Flextronics International accounted for approximately
9% and 14% of total net sales for the quarters ended December 31, 2001 and
December 31, 2000, respectively. Substantially all of the sales to Flextronics
were for products to be delivered to Cisco.


3. CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

        Cash, cash equivalents and short-term investments consisted of the
following: (In thousands)

<TABLE>
<CAPTION>
                                                    December 31         September 30
                                                       2001                2001
                                                    -----------       --------------
<S>                                                 <C>               <C>
Cash                                                 $ 20,873            $ 14,280
Money market instruments                                5,087               5,029
Municipal bonds due in more than 3 years               91,750             103,550
                                                     --------            --------
$                                                    $117,710            $122,859
                                                     ========            ========
</TABLE>


4. INVENTORIES

        The following is a summary of inventories by major category: (In
thousands)

<TABLE>
<CAPTION>
                                                    December 31         September 30
                                                        2001                2001
                                                    -----------       --------------
<S>                                                 <C>               <C>
Purchased components                                  $12,875             $12,350
Work-in-process                                           465                 594
Finished goods                                         26,401              32,235
                                                      -------             -------
                                                      $39,741             $45,179
                                                      =======             =======
</TABLE>


                                       5

<PAGE>

                        INTEGRATED SILICON SOLUTION, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


5. OTHER ASSETS

        Other assets consisted of the following:
<TABLE>
<CAPTION>
                                    (In thousands)

                            December 31         September 30
                                2001               2001
                            -----------         ------------
<S>                         <C>                 <C>
Investment in ICSI            $19,638            $22,805
Investment in SMIC             22,600             18,850
Other                           5,567              5,467
                              -------            -------
                              $47,805            $47,122
                              =======            =======
</TABLE>


6. INCOME TAXES

        The Company recorded no provision for income taxes for the three month
period ended December 31, 2001 due to its net operating loss position. The
provision for income taxes for the three month period ended December 31, 2000 is
principally comprised of taxes on U.S. earnings and to a lesser extent taxes on
foreign earnings. The effective tax rate of 25% for the three months ended
December 31, 2000 differs from the federal statutory rate as a result of the
reversal of valuation allowances previously established.


7. NET INCOME (LOSS) PER SHARE

        The following table sets forth the computation of basic and diluted
income (loss) per share (in thousands, except per share amounts):
<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                                    December 31,
                                                              -------------------------
                                                                  2001         2000
                                                              ----------    -----------
<S>                                                           <C>           <C>
Numerator for basic and diluted net income (loss)
  per share:
Net income (loss)                                              $(9,938)            $25,075
                                                               =======             =======
Denominator for basic net income (loss) per share:
Weighted average  common shares outstanding                     26,598              25,822
                                                               =======             =======
Denominator for basic net income (loss) per share               26,598              25,822
Dilutive stock options                                            --                 1,514
Dilutive warrants                                                 --                    71
                                                               -------             -------
Denominator for diluted net income (loss) per share             26,598              27,407
                                                               =======             =======

Basic net income (loss) per share                              $ (0.37)            $  0.97
                                                               =======             =======
Diluted net income (loss) per share                            $ (0.37)            $  0.91
                                                               =======             =======

</TABLE>

        The above diluted calculation does not include approximately 4,730,000
and 1,158,000 shares attributable to options as of December 31, 2001 and 2000,
respectively, as their impact would be anti-dilutive.


                                       6

<PAGE>

                        INTEGRATED SILICON SOLUTION, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


8. USE OF ESTIMATES

        The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, and the disclosure of contingent assets and liabilities at the date
of the financial statements as well as the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates, and such difference, may be material to the financial statements.


9. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

        In July 2001, the Financial Accounting Standards Board issued Statements
of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations", and
SFAS No. 142, "Goodwill and Other Intangible Assets". The new rules require
business combinations initiated after June 30, 2001 to be accounted for using
the purchase method of accounting and goodwill acquired after this date will no
longer be amortized, but will be subject to annual impairment tests. All other
intangible assets will continue to be amortized over their estimated useful
lives. The Company adopted these standards as of October 1, 2001. As the Company
had no recorded intangible assets at that date, the adoption of these standards
did not have an impact on its financial position or operating results.


10. LITIGATION

        In April 1998, the U.S. Department of Commerce ("DOC") published an
antidumping duty order on imports of SRAMs from Taiwan, from where the Company
currently imports a majority of its SRAMs. As a consequence of this antidumping
duty order, the Company is required to post a cash deposit on imports of Taiwan
fabricated SRAM wafers or devices at the ad valorem rate of 7.56%. These amounts
are expensed to cost of goods sold. At December 31, 2001 and September 30, 2001,
approximately $1.6 million in amounts owed but not remitted is included in
accrued liabilities on the Company's balance sheet.

        The Company has retained legal counsel to defend its interests in the
antidumping proceedings. In addition, respondents (including ISSI) have
challenged certain aspects of the antidumping determination in federal court
proceedings. On August 29, 2000, pursuant to an appeal by ISSI and other
respondents, the U.S. Court of International Trade affirmed the International
Trade Commission ("ITC") decision to reverse the ITC's earlier ruling supporting
the imposition of antidumping duties and rule instead in favor of the
respondents. This decision by the Court of International Trade was appealed by
Micron to the U.S. Court of Appeals for the Federal Circuit ("CAFC"). On
September 21, 2001, the Federal Circuit upheld the Court of International Trade.
This Federal Circuit decision is subject to appeal. On January 14, 2002, the DOC
published a notice revoking the antidumping order and instructing the DOC to
refund all cash deposits.


11. LONG TERM OBLIGATIONS

   The Company leases certain of its equipment under a capital lease. The lease
is collateralized by the underlying assets. At December 31, 2001, property and
equipment with a cost of $600,000 was subject to this financing arrangement.
Related accumulated amortization at December 31, 2001 amounted to $312,500.
Under the terms of the lease, the Company owes monthly payments of $15,108
through September 1, 2003. Remaining principle and interest payments were
$276,000 and $26,000, respectively, at December 31, 2001.


                                       7

<PAGE>

                        INTEGRATED SILICON SOLUTION, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


12. GEOGRAPHIC AND SEGMENT INFORMATION

        The Company has one operating segment, which is to design, develop, and
market high-performance SRAM, DRAM, and other memory products. The following
table summarizes the Company's operations in different geographic areas:

<TABLE>
<CAPTION>
                                Three Months Ended
                                   December 31,

                                2001           2000
                             ----------    -----------
                                    (In thousands)
<S>                           <C>                <C>
Net Sales
   United States              $ 6,928            $34,060
   China                        1,774               --
   Taiwan                       1,652               --
   Asia other                   2,624             11,522
   Europe                       2,113             19,647
                              -------            -------
   Total net sales            $15,091            $65,229
                              =======            =======
</TABLE>

<TABLE>
<CAPTION>
                            December 31,   September 30,
                                2001           2001
                             ----------    -----------
                                    (In thousands)
<S>                           <C>                <C>
Long-lived assets
   United States               $6,324            $6,634
   Hong Kong                      528               566
   China                          561               463
   Other foreign locations        236                --
                               ------            ------
                               $7,649            $7,663
                               ======            ======
</TABLE>


13. RELATED PARTY TRANSACTIONS

        For the three months ended December 31, 2001 and December 31, 2000, the
Company sold approximately $515,000 and $180,000, respectively, of memory
products to ICSI. The Company currently has approximately a 29% ownership
interest in ICSI. The Company's Chairman and Chief Executive Officer ("CEO"),
Jimmy S.M. Lee, is a director of ICSI. The Company also provides services and
licenses certain products to ICSI. At December 31, 2001 and September 30, 2001,
the Company had an accounts receivable balance from ICSI of approximately
$657,000 and $327,000, respectively.

        The Company purchases goods and contract manufacturing services from
ICSI. For the three months ended December 31, 2001 and December 31, 2000,
purchases of goods and services were approximately $259,000 and $7,441,000,
respectively. The Company also pays ICSI for certain product development costs.
At December 31, 2001 and September 30, 2001, the Company had an accounts payable
balance to ICSI of approximately $1,417,000 and $551,000, respectively.


                                       8

<PAGE>

                        INTEGRATED SILICON SOLUTION, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


        The Company provides NexFlash various administrative support services
for which it is reimbursed. In addition, the Company received approximately
$42,000 in sublease income from NexFlash in the three months ended December 31,
2000. The Company currently has approximately a 14% ownership interest in
NexFlash. The Company's Chairman and CEO, Jimmy S.M. Lee, is a director of
NexFlash. At December 31, 2001 and September 30, 2001, the Company had an
accounts receivable balance from NexFlash of approximately $29,000 and $81,000,
respectively.

        The Company provides goods and services to GetSilicon in which the
Company currently has approximately a 20% ownership interest. The Company's
Chairman and CEO, Jimmy S.M. Lee, is the Chairman of GetSilicon. For the three
months ended December 31, 2001 and December 31, 2000, the Company provided goods
and services of approximately $44,000 and $468,000, respectively, to GetSilicon.
At December 31, 2001 and September 30, 2001, the Company had an accounts
receivable balance from GetSilicon of approximately $74,000 and $30,000,
respectively.

        The Company engages GetSilicon for business-to-business data exchange
and professional services. For the three months ended December 31, 2001, the
purchase of services was approximately $170,000. At December 31, 2001 and
September 30, 2001, the Company had an accounts payable balance to GetSilicon of
approximately $202,000 and $32,000, respectively.


        For the three months ended December 31, 2001, the Company sold
approximately $96,000 of memory products to E-CMOS in which the Company
currently has approximately a 22% ownership interest. The Company's Chairman and
CEO, Jimmy S.M. Lee, is the Chairman of E-CMOS. At December 31, 2001 and
September 30, 2001, the Company had an accounts receivable balance from E-CMOS
of approximately $7,000 and $159,000, respectively.

        The Company receives administrative support services and reimburses
E-CMOS for expenses incurred on its behalf. At December 31, 2001 and September
30, 2001, the Company had an accounts payable balance to E-CMOS of approximately
$295,000 and $271,000, respectively.

        For the three months ended December 31, 2001, the Company sold
approximately $45,000 of memory products to Marubun USA Corporation ("Marubun").
Hide L. Tanigami, a director of the Company, is the president and chief
executive officer of Marubun. At December 31, 2001, the Company had an accounts
receivable balance from Marubun of approximately $45,000.


                                       9

<PAGE>

                        INTEGRATED SILICON SOLUTION, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


14. INVESTMENT IN INTEGRATED CIRCUIT SOLUTION INC. ("ICSI")

        The following summarizes financial information for ICSI, an equity
investee. (In thousands)

<TABLE>
<CAPTION>

                                                  December 31,       September 30,
                                                     2001                2001
                                                  ------------       -------------
<S>                                                 <C>                <C>
Current assets                                      $64,293            $76,624
Property, plant, and equipment and other
  assets                                             50,867             51,345
Current liabilities                                  33,948             34,181
Long-term debt                                        7,547              9,352
</TABLE>

<TABLE>
<CAPTION>

                                    Three Months Ended
                                        December 31,
                               --------------------------------
                                  2001                  2000
                               ----------           -----------
<S>                            <C>                  <C>
Net sales                      $ 14,625             $ 53,357
Gross profit (loss)              (5,511)              23,380
Net income (loss)                (9,984)              14,191
</TABLE>

        The Company accounts for investments in 50 percent or less owned
companies over which it has the ability to exercise significant influence using
the equity method of accounting. The Company periodically reviews these
investments for other-than-temporary declines in market value and writes these
investments to their fair value when an other-than-temporary decline has
occurred.


15. SUBSEQUENT EVENT

        In February 2002, the Company acquired Purple Ray, Inc., a privately
held research and development stage company developing network search engine and
content addressable memory integrated circuits. Pursuant to this transaction,
the Company will issue up to 652,000 shares of its Common Stock in exchange for
all outstanding shares, warrants and options of Purple Ray.


                                       10

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

        We have made forward-looking statements in this report on Form 10-Q that
are subject to risks and uncertainties. Forward-looking statements include
information concerning possible or assumed future results of our operations.
Also, when we use such words as "believe," "expect," "anticipate," or similar
expressions, we are making forward-looking statements. Our actual results could
differ materially from those anticipated in these forward-looking statements as
a result of certain factors, including those set forth below and elsewhere in
this report on Form 10-Q.

BACKGROUND

        Integrated Silicon Solution, Inc. was founded in October 1988. We
design, develop and market high performance memory semiconductors used in
Internet access devices, networking equipment, telecom and mobile communications
equipment, computer peripherals and other applications. Our high speed and low
power SRAMs, our low to medium density DRAMs, and our family of EEPROMs enable
customers to design products that meet the demanding connectivity and
portability requirements of the wireless communications, data communications,
and internet infrastructure markets. Our objective is to capitalize on major
trends such as the proliferation of wireless devices, the expansion of the
communications and Internet infrastructure, and other trends in electronics
technologies. Our goal is to be a focused supplier of high performance memories
targeting the growing connectivity and communications markets.

        We believe our close relationship with leading silicon wafer foundries
gives us access to the advanced wafer process technology required to design and
manufacture high performance memories. We entered into our first development
program with Taiwan Semiconductor Manufacturing Corporation ("TSMC") in 1990 and
with Chartered Semiconductor in 1994 and have also worked closely with United
Microelectronics Corporation ("UMC") since 1995. Through this collaborative
strategy, we have been at the forefront in utilizing the most advanced process
technology for memories and in securing access to wafer capacity. We believe
that ISSI is a technology leader and that our ability to design and develop high
performance, cost-effective products, and our collaborative development with our
manufacturing partners utilizing state-of-the-art process technology, gives us a
competitive advantage.

RESULTS OF OPERATIONS

        Our financial results for fiscal 2002 and fiscal 2001 reflect accounting
for Integrated Circuit Solution, Inc. ("ICSI") on the equity basis and include
its percentage share of the results of their operations. Our financial results
for fiscal 2002 and fiscal 2001 reflect accounting for E-CMOS Technology
Corporation ("E-CMOS") on the equity basis and include its share of their
results of operations on a one quarter lag. Effective October 2001, we account
for GetSilicon on the cost basis as our ownership became less than 20%. Our
financial results for fiscal 2001 reflect accounting for GetSilicon, Inc.
("GetSilicon") on the equity basis and include its percentage share of the
results of their operations. Our financial results for fiscal 2001 through the
period ended January 31, 2001 reflect accounting for NexFlash Technologies, Inc.
("NexFlash") on the equity basis and include its percentage share of the results
of NexFlash's operations. Effective February 2001, the Company's ownership of
NexFlash became less than 20%, and the Company began accounting for NexFlash on
the cost basis. At December 31, 2001, the Company owned approximately 29% of
ICSI, approximately 14% of NexFlash, approximately 22% of E-CMOS and
approximately 20% of GetSilicon.


THREE MONTHS ENDED DECEMBER 31, 2001 COMPARED TO THREE MONTHS ENDED DECEMBER 31,
2000

        Net Sales. Net sales consist principally of total product sales less
estimated sales returns. Net sales decreased by 77% to $15.1 million in the
three months ended December 31, 2001 from $65.2 million in the three months
ended December 31, 2000. The decrease in sales was principally due to a decrease
in unit shipments of our SRAM products, specifically our 256K, 32K x 32, 1024K
and 64K x 16 SRAM products, as well as decreased unit shipments of 16 megabit
DRAM products. In addition, there was a significant decline in


                                       11

<PAGE>

the average selling prices of our products in the three months ended December
31, 2001 compared to the three months ended December 31, 2000. We anticipate
that the average selling prices of our existing products will generally decline
over time, although the rate of decline may fluctuate for certain products. In
this regard, we experienced a significant decline in the average selling prices
for certain of our products in the three months ended December 31, 2001 as
compared to the three months ended September 30, 2001. There can be no assurance
that such declines will be offset by higher volumes or by higher prices on newer
products.

        In the three months ended December 31, 2001, no single customer
accounted for over 10% of net sales. However, shipments for Cisco directly, or
indirectly through subcontractors, accounted for approximately 14% of net
revenue. Sales to Flextronics International accounted for approximately 9% and
14% of total net sales for the three months ended December 31, 2001 and December
31, 2000, respectively. Substantially all of the sales to Flextronics were for
products to be delivered to Cisco. As sales to these customers are executed
pursuant to purchase orders and no purchasing contract exists, these customers
can cease doing business with us at any time. Net sales included sales of
approximately $0.5 million and $0.2 million to ICSI in the three months ended
December 31, 2001 and December 31, 2000, respectively.

        Gross Profit. Cost of sales includes die cost from the wafers acquired
from foundries, subcontracted package costs, assembly costs and test costs,
costs associated with in-house product testing, quality assurance and import
duties. Gross profit decreased 88% to $2.7 million in the three months ended
December 31, 2001 from $22.2 million in the three months ended December 31,
2000. As a percentage of net sales, gross profit decreased to 17.8% in the three
months ended December 31, 2001 from 34.0% in the three months ended December 31,
2000. The decrease in gross profit was principally due to a decrease in unit
shipments of our SRAM products, specifically our 256K, 32K x 32, 1024K and 64K x
16 SRAM products, as well as decreased unit shipments of 16 megabit DRAM
products. Although product unit costs were lower in the three months ended
December 31, 2001 compared to the three months ended December 31, 2000, such
reductions did not offset the significant declines in average selling prices
resulting in lower gross margins. We believe that the average selling price of
our products will generally decline over time and, unless we are able to reduce
our cost per unit to the extent necessary to offset such declines, the decline
in average selling prices will result in a material decline in our gross margin.
In this regard, we experienced a significant decline in the average selling
prices for certain of our products in the three months ended December 31, 2001
as compared to the three months ended September 30, 2001. In addition, product
unit costs could increase if our suppliers raise prices, which could result in a
material decline in our gross margin. Although we have product cost reduction
programs in place for certain products that involve efforts to reduce internal
costs and supplier costs, there can be no assurance that product costs will be
reduced or that such reductions will be sufficient to offset the expected
declines in average selling prices. We do not believe that such cost reduction
efforts are likely to have a material adverse impact on the quality of our
products or the level of service provided by us.

        Research and Development. Research and development expenses remained
relatively flat at $6.6 million in the three months ended December 31, 2001
compared to $6.7 million in the three months ended December 31, 2000. As a
percentage of net sales, research and development expenses increased to 44.0% in
the three months ended December 31, 2001 from 10.3% in the three months ended
December 31, 2000. Decreases in payroll related expenses were offset by
increased expenses related to the development of new products including
approximately $0.8 million in development charges from ICSI. We anticipate that
our research and development expenses will increase in absolute dollars in
future periods, although such expenses may fluctuate as a percentage of net
sales.

        Selling, General and Administrative. Selling, general and administrative
expenses decreased by 41% to $3.7 million in the three months ended December 31,
2001 from $6.2 million in the three months ended December 31, 2000. As a
percentage of net sales, selling, general and administrative expenses increased
to 24.3% in the three months ended December 31, 2001 from 9.6% in the three
months ended December 31, 2000. The decrease in absolute dollars was primarily
the result of decreased selling commissions associated with lower revenues in
the three months ended December 31, 2001 compared to the three months ended
December 31, 2000. In addition, payroll related expenses decreased in the three
months ended December 31, 2001 compared to the three months ended December 31,
2000 as a result of salary reductions and reductions in headcount due to


                                       12


<PAGE>

current economic conditions. We expect our selling, general and administrative
expenses may increase in future quarters although such expenses may fluctuate as
a percentage of net sales.

        Gain on sale of investments. The gain on the sale of investments
decreased to $35,000 in the three months ended December 31, 2001 from $17.2
million in the three months ended December 31, 2000. In the three months ended
December 31, 2001, we sold shares of ICSI for approximately $64,000 resulting in
a pre-tax gain of $35,000. In the three months ended December 31, 2000, we sold
our interest in WaferTech to TSMC for approximately $40.7 million, which
resulted in a pre-tax gain of $17.2 million.

        Other income (expense), net. Other income (expense), net decreased by
$1.0 million to approximately $0.5 million in the three months ended December
31, 2001 from $1.5 million in the three months ended December 31, 2000. The
decrease was primarily the result of decreased interest income as the result of
the decline in interest rates. In addition, we recorded a charge of $150,000 for
the impairment of an investment during the three months ended December 31, 2001.

        Provision for Income Taxes. We recorded no provision for income taxes
for the three month period ended December 31, 2001 due to our net operating loss
position. The provision for income taxes for the three month period ended
December 31, 2000 is principally comprised of taxes on U.S. earnings and to a
lesser extent taxes on foreign earnings. The effective tax rate of 25% for the
three months ended December 31, 2000 differs from the federal statutory rate as
a result of the reversal of valuation allowances previously established.

        Equity in net income(loss) of affiliated companies. Equity in net income
(loss) of affiliated companies decreased by $7.0 million to $(2.9) million in
the three months ended December 31, 2000 from $4.1 million in the three months
ended December 31, 2000. This primarily reflects a decrease in income from our
percentage share of ICSI's financial results in the three months ended December
31, 2001 compared to the three months ended December 31, 2000.


LIQUIDITY AND CAPITAL RESOURCES

        As of December 31, 2001, our principal sources of liquidity included
cash, cash equivalents and short-term investments of approximately $117.7
million. During the three months ended December 31, 2001, operating activities
used cash of approximately $1.0 million. Cash used by operations was primarily
due to net loss of $9.9 million adjusted for equity in net loss of affiliated
companies of $2.9 million and depreciation of $0.9 million. In addition,
decreases in inventory of $5.4 million and accounts receivable of $1.5 million
and increases in accounts payable of $1.6 million were partially offset by a
decrease in income tax payable of $2.5 million.

        In the three months ended December 31, 2001, we generated $7.4 million
from investing activities compared to $39.8 million in the three months ended
December 31, 2000. The cash generated by investing activities in the three
months ended December 31, 2001 primarily resulted from net sales of
available-for-sale securities of $11.8 million. In addition, we made an
additional investment of $3.8 million in Semiconductor Manufacturing
International Corp ("SMIC"). The cash generated from investing activities in the
three months ended December 31, 2000 was primarily the result of $40.7 million
received from the sale of our investment in WaferTech to TSMC, $5.1 million from
the sale of additional shares of ICSI stock and $1.2 million from net sales of
available-for-sale securities. In addition, we invested $6.8 million in SMIC.

        In the three months ended December 31, 2001, we made capital
expenditures of approximately $0.9 million for engineering tools and computer
software. We expect to spend approximately $6.0 million to purchase capital
equipment during the next twelve months, principally for the purchase of design
and engineering tools, additional test equipment and computer software and
hardware.

        We generated $0.4 million from financing activities during the three
months ended December 31, 2001 compared to $0.1 million in the three months
ended December 31, 2000. The source of financing for the current quarter was
proceeds from the issuance of common stock of $0.4 million from stock option
exercises.


                                       13

<PAGE>

        In August 2000, we entered into a wafer fabrication facility investment
agreement with SMIC. Under the terms of this agreement, we committed to invest
$30.0 million. In April 2001, we committed to invest an additional $10.0
million. We have received certain wafer capacity commitments from SMIC. In the
three months ended December 31, 2001, we made an investment of $3.8 million in
SMIC, bringing our total investment in this foundry as of December 31, 2001, to
$22.6 million. An additional $17.4 million is expected to be invested in fiscal
year 2002.

        In April 1998, the U.S. Department of Commerce ("DOC") published an
antidumping duty order on imports of SRAMs from Taiwan, from where we currently
import a majority of our SRAMs. As a consequence of this antidumping duty order,
we are required to post a cash deposit on imports of Taiwan fabricated SRAM
wafers or devices at the ad valorem rate of 7.56%. These amounts are expensed to
cost of goods sold. Approximately $1.6 million in amounts owed but not remitted
is included in accrued liabilities on our balance sheets.

        We have retained legal counsel to defend our interests in the
antidumping proceedings. In addition, respondents (including ISSI) have
challenged certain aspects of the antidumping determination in federal court
proceedings. On August 29, 2000, pursuant to an appeal by ISSI and other
respondents, the U.S. Court of International Trade affirmed the International
Trade Commission ("ITC") decision to reverse the ITC's earlier ruling supporting
the imposition of antidumping duties and rule instead in favor of the
respondents. This decision by the Court of International Trade was appealed by
Micron to the U.S. Court of Appeals for the Federal Circuit ("CAFC"). On
September 21, 2001, the Federal Circuit upheld the Court of International Trade.
This Federal Circuit decision is subject to appeal. On January 14, 2002, the DOC
published a notice revoking the antidumping order and instructing the DOC to
refund all cash deposits.

        We believe our existing funds and available financing will satisfy our
anticipated working capital and other cash requirements through at least the
next 12 months. We may from time to time take actions to further increase our
cash position through bank borrowings, sales of additional shares of ICSI, the
disposition of certain assets, equity financing or debt financing. From time to
time, we also evaluate potential acquisitions and equity investments
complementary to our memory expertise and market strategy, including investments
in wafer fabrication foundries. To the extent we pursue such transactions, any
such transaction could require us to seek additional equity or debt financing to
fund such activities. There can be no assurance that any such additional
financing could be obtained on terms acceptable to us, if at all.


CERTAIN FACTORS WHICH MAY AFFECT OUR BUSINESS OR FUTURE OPERATING RESULTS

OUR OPERATING RESULTS ARE EXPECTED TO CONTINUE TO FLUCTUATE AND MAY NOT MEET
PUBLISHED ANALYST FORECASTS. THIS MAY CAUSE THE PRICE OF OUR COMMON STOCK TO
DECLINE.

        Our future quarterly and annual operating results are subject to
fluctuations due to a wide variety of factors, including:

   -  the cyclicality of the semiconductor industry;

   -  decreases in the demand for our products;

   -  excess inventory levels at our customers;

   -  declines in average selling prices of our products;

   -  cancellation of existing orders or the failure to secure new orders;

   -  oversupply of memory products in the market;

   -  our failure to introduce new products and to implement technologies on a
      timely basis;


                                       14

<PAGE>


   -  market acceptance of ours and our customers' products;

   -  the failure to anticipate changing customer product requirements;

   -  fluctuations in manufacturing yields;

   -  failure to deliver products to customers on a timely basis;

   -  disruption in the supply of wafers or assembly services;

   -  changes in product mix;

   -  the timing of significant orders;

   -  increased expenses associated with new product introductions or process
      changes;

   -  the ability of customers to make payments to us; and

   -  increases in antidumping duties.

WE HAVE LOST MONEY IN CERTAIN RECENT PERIODS, AND THERE CAN BE NO ASSURANCE THAT
WE WILL BE ABLE TO ACHIEVE OR SUSTAIN PROFITABILITY IN THE FUTURE.

        We incurred losses of $9.9 million, $24.7 million, and $3.7 million in
the three months ended December 31, 2001, September 30, 2001 and June 30, 2001,
respectively. We expect to lose money in the March 2002 quarter and may lose
money in subsequent quarters. We were profitable for fiscal 2001 and fiscal
2000. We incurred losses of $9.5 million and $50.6 million in fiscal 1999 and
1998, respectively. Our ability to achieve or maintain profitability on a
quarterly basis in the future will depend on a variety of factors, including our
ability to increase our net sales, introduce new products on a timely basis,
secure sufficient wafer fabrication capacity and control our operating expenses.
Adverse developments with respect to these or other factors could result in
quarterly or annual operating losses in the future.

ANY CONTINUED DOWNTURN IN THE MARKETS WE SERVE WOULD HARM OUR BUSINESS.

        A majority of our products are incorporated into products such as
internet access devices, networking equipment, and telecom/mobile communications
devices. Historically, these markets have from time to time experienced
cyclical, depressed business conditions, often in connection with, or in
anticipation of, a decline in general economic conditions. Such industry
downturns have resulted in reduced product demand and declining average selling
prices. These markets are currently experiencing severely depressed business
conditions which are adversely affecting our business. We are unable to predict
how long this current downturn will continue or whether current conditions will
worsen.

OUR SALES DEPEND ON SRAM PRODUCTS, AND A DECLINE IN AVERAGE SELLING PRICES OR
REDUCED DEMAND FOR THESE PRODUCTS COULD HARM OUR BUSINESS.

        A majority of our net sales are derived from the sale of SRAM products,
which are subject to unit volume fluctuations and declines in average selling
prices which could harm our business. For example, in the three months ended
September 30, 2001, our net sales decreased by 26% to $14.8 million from $20.0
million in the three months ended June 30, 2001, principally due to a decline in
average selling prices for our products including our SRAM products. In
addition, in the three months ended June 30, 2001, our net sales decreased by
62% to $20.0 million from $52.0 million in the three months ended March 31,
2001, and decreased 20% in the three months ended March 31, 2001 from $65.2
million in the three months ended December 31, 2000, principally due to a
decrease in unit shipments of our SRAM products as a result of lower demand for
electronic products. While average selling prices declined in the three months
ended December 31, 2001 compared to the

                                       15

<PAGE>

three months ended September 30, 2001, this was offset by an increase in units
shipped. We anticipate that the average selling prices of our existing products
will decline over time, although the rate of decline may fluctuate for certain
products. Such declines may not be offset by higher volumes or by higher prices
on newer products.

WE MAY NOT BE ABLE TO COMPENSATE FOR PRICE DECREASES IN OUR PRODUCTS.

        Competitive pricing pressures due to an industry-wide oversupply of
wafer capacity as well as product inventory resulted in significant price
decreases for our products during fiscal 1996 through fiscal 1999. While we
experienced increases in average selling prices in fiscal 2000, historically,
average selling prices for semiconductor memory products have declined, and we
expect that average selling prices will decline in the future. In that regard,
we experienced a significant decline in the average selling prices for certain
of our products in the three months ended December 31, 2001 as compared to the
three months ended September 30, 2001. Our ability to maintain or increase
revenues will depend upon our ability to increase unit sales volume of existing
products and introduce and sell new products which compensate for the
anticipated declines in the average selling prices of our existing products.

        Declining average selling prices will also adversely affect our gross
margins and profits unless we are able to introduce new products with higher
margins or reduce our cost per unit. We may not be able to increase unit sales
volumes, introduce and sell new products or reduce our cost per unit.

SHIFTS IN INDUSTRY-WIDE CAPACITY MAY CAUSE OUR RESULTS TO FLUCTUATE. IN THE
PAST, SUCH SHIFTS HAVE RESULTED IN SIGNIFICANT INVENTORY WRITE-DOWNS.

        Shifts in industry-wide capacity from shortages to oversupply or from
oversupply to shortages may result in significant fluctuations in our quarterly
or annual operating results. The semiconductor industry is highly cyclical and
is subject to significant downturns resulting from excess capacity,
overproduction, reduced demand or technological obsolescence. These factors can
result in a decline in average selling prices and the stated value of inventory.
In fiscal 2001, we recorded inventory write-downs of $38.3 million, including
$17.6 million in the three months ended September 30, 2001. The inventory
write-downs were predominately for lower of cost or market accounting on certain
of our products, primarily DRAMs and low power SRAMs, and to a lesser extent,
excess inventory.

        We write down to zero carrying value inventory on hand in excess of six
months' estimated sales volumes to cover estimated exposures, unless adjustments
are made to the forecast based on management's judgments for newer products, end
of life products or planned inventory increases. In making such judgments to
write down inventory, management takes into account the product life cycles
which can range from 6 to 30 months, the stage in the life cycle of the product,
the impact of competitors' announcements and product introductions on our
products, and purchasing opportunities due to excess wafer capacity.

        We believe that six months is an appropriate period because it is
difficult to accurately forecast for a specific product beyond this time frame
due to the potential introduction of products by competitors, technology
obsolescence or fluctuations in demand. Our policy regarding excess inventory
resulted in inventory write-downs for excess inventory of approximately $5.7
million for fiscal year 2001. Future additional inventory write-downs may occur
due to lower of cost or market accounting, excess inventory or inventory
obsolescence.

IF WE ARE UNABLE TO OBTAIN AN ADEQUATE SUPPLY OF WAFERS, OUR BUSINESS WILL BE
HARMED.

        If we are unable to obtain an adequate supply of wafers from our current
or any alternative sources in a timely manner, our business will be harmed. To
date, our principal manufacturing relationship has been with TSMC, from which we
have obtained a majority of our wafers. We also receive wafers from Chartered
Semiconductor and UMC. Each of our wafer foundries also supplies wafers to other
integrated circuit companies, including certain of our competitors. Although we
have written commitments specifying wafer capacities from certain suppliers, if
these suppliers experience manufacturing failures or yield shortfalls, choose to
prioritize capacity for other uses, or reduce or eliminate deliveries to us, we
may not be able to enforce fulfillment of the delivery commitments.
Additionally, we may not be able to qualify additional manufacturing


                                       16
<PAGE>

sources for existing or new products in a timely manner and we cannot be certain
that other manufacturing sources would agree to deliver an adequate supply of
wafers to us.

FOUNDRY CAPACITY CAN BE LIMITED AND WE MAY BE REQUIRED TO ENTER INTO COSTLY
LONG-TERM SUPPLY ARRANGEMENTS TO SECURE FOUNDRY CAPACITY.

        If we are not able to obtain additional foundry capacity as required,
our relationships with our customers would be harmed and our future sales would
be adversely impacted. In order to secure additional foundry capacity, we have
entered into and expect to enter into various arrangements with suppliers, which
could include:

   -  contracts that commit us to purchase specified quantities of silicon
      wafers over extended periods;

   -  investments in foundries;

   -  joint ventures;

   -  other partnership relationships with foundries;

   -  option payments or other prepayments to foundries; or

   -  nonrefundable deposits with or loans to foundries in exchange for capacity
      commitments.

        We may not be able to make any such arrangements in a timely fashion or
at all, and such arrangements, if any, may not be on terms favorable to us.
Moreover, if we are able to secure foundry capacity, we may be obligated to
utilize all of that capacity or incur penalties. Such penalties may be expensive
and could harm our financial results.

WE DEPEND ON A SMALL NUMBER OF CUSTOMERS FOR A HIGH PERCENTAGE OF OUR SALES, AND
THE LOSS OF A SIGNIFICANT CUSTOMER COULD CAUSE A DECLINE IN OUR PROFITS.

        In the three months ended December 31, 2001, no single customer
accounted for over 10% of net sales. However, shipments for Cisco directly, or
indirectly through subcontractors, accounted for approximately 14% of net
revenue. Sales to Flextronics International accounted for approximately 9% of
total net sales for the three months ended December 31, 2001. Sales to
Flextronics International accounted for approximately 15% of net sales for
fiscal 2001. Substantially all of our sales to Flextronics were for products to
be delivered to Cisco. Shipments for Cisco directly, or indirectly through
subcontractors, accounted for approximately 18% of net sales for fiscal 2001.
Sales to 3Com accounted for approximately 7% of net sales for fiscal 2001.
Shipments for 3Com directly, or indirectly through subcontractors, accounted for
approximately 11% of net sales for fiscal 2001. In fiscal 2000, no single
customer accounted for over 10% of net sales. However, in fiscal 2000, shipments
for Cisco directly, or indirectly through subcontractors, accounted for
approximately 13% of net revenue. As sales to these customers are executed
pursuant to purchase orders and no purchasing contract exists, these customers
can cease doing business with us at any time. In this regard, we experienced
order cancellations from these customers in the March 2001 quarter. We expect a
significant portion of our future sales to remain concentrated within a limited
number of strategic customers. We may not be able to retain our strategic
customers, such customers may cancel or reschedule orders, or in the event of
canceled orders, such orders may not be replaced by other sales. In addition,
sales to any particular customer may fluctuate significantly from quarter to
quarter, and such fluctuating sales could harm our business.

OUR PRODUCTS ARE COMPLEX AND COULD CONTAIN DEFECTS, WHICH COULD REDUCE SALES OF
THOSE PRODUCTS OR RESULT IN CLAIMS AGAINST US.

     We develop complex and evolving products. Despite testing by us and our
customers, errors may be found in existing or new products. This could result in
a delay in recognition or loss of revenues, loss of market share or failure to
achieve market acceptance. These defects also may cause us to incur significant
warranty, support

                                       17
<PAGE>

and repair costs, may divert the attention of our engineering personnel from our
product development efforts and could harm our relationships with our customers.
The occurrence of these problems could result in the delay or loss of market
acceptance of our products and would likely harm our business. Defects,
integration issues or other performance problems in our products could result in
financial or other damages to our customers or could lessen market acceptance of
our products. Our customers could also seek and obtain damages from us for their
losses. Although we specifically limit our liability to replacement of defective
items or return of amounts paid, a product liability claim brought against us,
even if unsuccessful, would likely be time consuming and costly to defend.

STRONG COMPETITION IN THE SEMICONDUCTOR MEMORY MARKET MAY HARM OUR BUSINESS.

        The semiconductor memory market is intensely competitive and has been
characterized by an oversupply of product, price erosion, rapid technological
change, short product life cycles, cyclical market patterns and heightened
foreign and domestic competition. Certain of our competitors offer broader
product lines and have greater financial, technical, marketing, distribution and
other resources than us. We may not be able to compete successfully against any
of these competitors. Our ability to compete successfully in the high
performance memory market depends on factors both within and outside of our
control, including:

   -  real or perceived imbalances in supply and demand;

   -  product pricing;

   -  the rate at which OEM customers incorporate our products into their
      systems;

   -  the success of our customers' products;

   -  access to advanced process technologies at competitive prices;

   -  product functionality, performance and reliability;

   -  successful and timely product development;

   -  the supply and cost of wafers;

   -  achievement of acceptable yields of functional die;

   -  the gain or loss of significant customers; and

   -  the nature of our competitors and general economic conditions.

        In addition, we are vulnerable to technology advances utilized by
competitors to manufacture higher performance or lower cost products. We may not
be able to compete successfully in the future as to any of these factors. Our
failure to compete successfully in these or other areas could harm our business.

POTENTIAL INTELLECTUAL PROPERTY CLAIMS AND LITIGATION COULD SUBJECT US TO
SIGNIFICANT LIABILITY FOR DAMAGES AND COULD INVALIDATE OUR PROPRIETARY RIGHTS.

        In the semiconductor industry, it is not unusual for companies to
receive notices alleging infringement of patents or other intellectual property
rights of others. We have been, and from time-to-time expect to be, notified of
claims that we may be infringing patents, maskwork rights or copyrights owned by
third parties. If it appears necessary or desirable, we may seek licenses under
patents that we are alleged to be infringing. Although patent holders commonly
offer such licenses, licenses may not be offered and the terms of any offered
licenses may not be acceptable to us.


                                       18

<PAGE>

        The failure to obtain a license under a key patent or intellectual
property right from a third party for technology used by us could cause us to
incur substantial liabilities and to suspend the manufacture of the products
utilizing the invention or to attempt to develop non-infringing products, any of
which could materially and adversely affect our business and operating results.
Furthermore, we may become involved in protracted litigation regarding the
alleged infringement by us of third party intellectual property rights or
litigation to assert and protect our patents or other intellectual property
rights. Any litigation relating to patent infringement or other intellectual
property matters could result in substantial cost and diversion of our resources
which could harm our business.

WE HAVE SIGNIFICANT INTERNATIONAL SALES AND RISKS RELATED TO OUR INTERNATIONAL
OPERATIONS COULD HARM OUR OPERATING RESULTS.

        In the three months ended December 31, 2001 approximately 46% of our net
sales was attributable to customers located in the United States, 14% was
attributable to customers located in Europe and 40% was attributable to
customers located in Asia. In fiscal 2001, approximately 52% of our net sales
was attributable to customers located in the United States, 25% was attributable
to customers located in Europe and 23% was attributable to customers located in
Asia. In fiscal 2000, approximately 54% of our net sales was attributable to
customers located in the United States, 23% was attributable to customers
located in Europe and 23% was attributable to customers located in Asia.
Accordingly, our future operating results will depend on general economic
conditions in Asia, Europe, and the United States. In addition, the markets for
our products, which are highly cyclical, may not continue to grow. We anticipate
that sales to international customers will continue to represent a significant
percentage of net sales.

        We are subject to the risks of conducting business internationally,
including:

   -  economic conditions in Europe and Asia, particularly Taiwan and the
      People's Republic of China;

   -  changes in trade policy and regulatory requirements;

   -  duties, tariffs and other trade barriers and restrictions;

   -  the burdens of complying with foreign laws;

   -  foreign currency fluctuations;

   -  difficulties in collecting foreign accounts receivable; and

   -  political instability.

WE HAVE MADE STRATEGIC EQUITY INVESTMENTS IN OTHER COMPANIES WITH NO ASSURANCE
THAT THEY WILL INCREASE IN VALUE.

        Over the last few years, we have made several strategic equity
investments in other technology companies. There can be no assurance that these
investments will increase in value and there is the possibility that they could
decrease in value over time, even to the point of becoming completely worthless.
These investments are tested for impairment on a recurring basis and any
reductions in the carrying value would lower our profitability.


WE MAY ENCOUNTER DIFFICULTIES IN EFFECTIVELY INTEGRATING ACQUIRED BUSINESSES.

From time to time, we may acquire other companies that would be complementary to
our business. Acquisitions may result in potentially dilutive issuances of
equity securities, incurrence of debt and contingent liabilities, amortization
expenses related to intangible assets and the possible impairment of goodwill,
which could harm our profitability. In addition, acquisitions involve numerous
risks, including, among other things: higher than


                                       19

<PAGE>

estimated acquisition expenses; difficulties in successfully assimilating the
operations, technologies and personnel of the acquired company; diversion of
management's attention from other business concerns; risks of entering markets
in which we have no or limited direct prior experience; and the potential loss
of key employees and customers as a result of the acquisition. In this regard,
in February 2002, we acquired Purple Ray, Inc., a privately held research and
development stage company developing network search engine and content
addressable memory integrated circuits. Pursuant to this transaction, the
Company will issue up to 652,000 shares of its Common Stock in exchange for all
outstanding shares, warrants and options of Purple Ray. There can be no
assurance as to the effect of the Purple Ray acquisition or future acquisitions
on our business or operating results.

WE DEPEND ON OUR ABILITY TO ATTRACT AND RETAIN OUR KEY TECHNICAL AND MANAGEMENT
PERSONNEL.

        Our success depends upon the continued service of key technical and
management personnel, including Jimmy S.M. Lee, Chairman and Chief Executive
Officer, and Gary L. Fischer, President and Chief Operating Officer, as well as
on our ability to continue to attract, retain and motivate qualified personnel,
particularly experienced circuit designers and process engineers. The
competition for such employees is intense. We have no employment contracts or
key person life insurance policies with or for any of our executive officers.
The loss of the service of one or more of our key personnel could materially and
adversely affect our business and operating results.

TERRORIST ATTACKS, THREATS OF FURTHER ATTACKS, THREATS OF WAR, AND ACTS OF WAR
MAY NEGATIVELY IMPACT ALL ASPECTS OF OUR OPERATIONS, REVENUES, COSTS AND STOCK
PRICE.

        The September 2001 terrorist attacks in the United States, as well as
future events occurring in response or connection to them, including, future
terrorist attacks against United States targets, rumors or threats of war,
actual conflicts involving the United States or its allies, or trade disruptions
impacting our domestic or foreign suppliers or our customers, may impact our
operations and may, among other things, cause delays or losses in the delivery
of wafers or other products to us and decreased sales of our products. More
generally, these events have affected, and are expected to continue to affect,
the general economy and customer demand for products sold by our customers. Any
of these occurrences could have a significant impact on our operating results,
revenues, and costs, which in turn may result in increased volatility in our
common stock price and could adversely affect the future price of our common
stock.

OUR STOCK PRICE IS EXPECTED TO BE VOLATILE.

     The trading price of our common stock has been and is expected to be
subject to wide fluctuations in response to:

   -  quarter-to-quarter variations in our operating results;

   -  comments or recommendations issued by analysts who follow us, our
      competitors or the semiconductor industry and other events or factors;

   -  aggregate valuations and movement of stocks in the broader semiconductor
      industry;

   -  announcements of new products, strategic relationships or acquisitions by
      us or our competitors;

   -  increases or decreases in wafer capacity;

   -  general conditions or cyclicality in the semiconductor industry or the end
      markets that we serve;

   -  governmental regulations, trade laws and import duties;

   -  announcements related to future or existing litigation involving us or any
      of our competitors;

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<PAGE>

   -  new or revised earnings estimates;

   -  announcements of technological innovations by us or our competitors;

   -  additions or departures of senior management; and

   -  other events or factors many of which are beyond our control.

In addition, stock markets have experienced extreme price and trading volume
volatility in recent years. This volatility has had a substantial effect on the
market prices of securities of many high technology companies for reasons
frequently unrelated to the operating performance of the specific companies.
These broad market fluctuations may adversely affect the market price of our
common stock.


ITEM 3. FINANCIAL MARKET RISK

        Our financial market risk includes risks associated with international
operations and related foreign currencies. We anticipate that international
sales will continue to account for a significant portion of our consolidated
revenue. Our international sales are largely denominated in U.S. dollars and
therefore are not subject to material foreign currency exchange risk. Expenses
of our international operations are denominated in each country's local currency
and therefore are subject to foreign currency exchange risk; however, through
December 31, 2001 we have not experienced any significant negative impact on our
operations as a result of fluctuations in foreign currency exchange rates. We do
not currently engage in any hedging activities or use derivative financial
instruments.

        We have short-term investments of $91.8 million at December 31, 2001.
The primary objective of our investment activities is to preserve principal
while at the same time maximizing yields without increasing risk. We invest
primarily in high-quality, short-term debt instruments such as municipal auction
rate certificates and instruments issued by high quality financial institutions
and companies, including money market instruments. A hypothetical one percentage
point decrease in interest rates would result in approximately a $1.2 million
decrease in interest income.

        We own approximately 29% of ICSI a public company listed on the Taiwan
Stock Exchange. We account for this investment on the equity basis and our
investment balance as of December 31, 2001 was approximately $19.6 million. The
share price of ICSI is subject to fluctuations. A significant decline in the
stock price of ICSI may require us to record a loss related to this investment.

        We have investments in equity securities of privately held companies for
the promotion of business and strategic objectives of approximately $24.1
million at December 31, 2001. These investments are generally in companies in
the semiconductor industry. These investments are included in other assets and
are accounted for using the cost method. In addition, we have an investment of
$3.1 million that is accounted for on the equity method. For investments in
which no public market exists, our policy is to review the operating
performance, recent financing transactions and cash flow forecasts for such
companies in assessing the net realizable values of the securities of these
companies. Impairment losses on equity investments are recorded when events and
circumstances indicate that such assets are impaired and the decline in value is
other than temporary. We recorded $150,000 in impairment losses during the three
months ended December 31, 2001.


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<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

        In April 1998, the U.S. Department of Commerce ("DOC") published an
antidumping duty order on imports of SRAMs from Taiwan, from where we currently
import a majority of our SRAMs. As a consequence of this antidumping duty order,
we are required to post a cash deposit on imports of Taiwan fabricated SRAM
wafers or devices at the ad valorem rate of 7.56%. These amounts are expensed to
cost of goods sold. At December 31, 2001 and September 30, 2001, approximately
$1.6 million in amounts owed but not remitted is included in accrued liabilities
on our balance sheet.

        We have retained legal counsel to defend our interests in the
antidumping proceedings. In addition, respondents (including ISSI) have
challenged certain aspects of the antidumping determination in federal court
proceedings. On August 29, 2000, pursuant to an appeal by ISSI and other
respondents, the U.S. Court of International Trade affirmed the International
Trade Commission ("ITC") decision to reverse the ITC's earlier ruling supporting
the imposition of antidumping duties and rule instead in favor of the
respondents. This decision by the Court of International Trade was appealed by
Micron to the U.S. Court of Appeals for the Federal Circuit ("CAFC"). On
September 21, 2001, the Federal Circuit upheld the Court of International Trade.
This Federal Circuit decision is subject to appeal. On January 14, 2002, the DOC
published a notice revoking the antidumping order and instructing the DOC to
refund all cash deposits.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a) The following exhibits are filed as a part of this report.

            None.

        (b)Reports on Form 8-K.
           The registrant did not file any reports on Form 8-K during the
           quarter ended December 31, 2001.


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<PAGE>

                                   SIGNATURES


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


                                             Integrated Silicon Solution, Inc.
                                             ---------------------------------
                                             (Registrant)


Dated:  February 14, 2002                    /s/ Michael D. McDonald
                                             ---------------------------------
                                             Michael D. McDonald
                                             Vice President Finance
                                             and Chief Financial Officer
                                             (Principal Financial and
                                             Accounting Officer)


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