##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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(Mark One)

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



For the quarterly period ended June 30, 2005



OR



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



For the transition period from  to



Commission file number 000-23084



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Integrated Silicon Solution, Inc.

(Exact name of registrant as specified in its charter)



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



|                                          |  |           
|----------------------------------------- |  | ----------
|2231 Lawson Lane, Santa Clara, California |  | 95054     
|(Address of principal executive offices)  |  | (Zip Code)



(408) 969-6600

(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 is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No ̈



The number of outstanding shares of the registrants Common Stock as of July 29, 2005 was 37,038,132.



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##### Table of Contents

TABLE OF CONTENTS



|               |  |                                                                                                               |  |   
|-------------- |  | ------------------------------------------------------------------------------------------------------------- |  | --
|PART I         |  | Financial Information                                                                                         |  |   
|               |  |                                                                                                              
|Item 1.        |  | Financial Statements                                                                                          |  |   
|               |  |                                                                                                              
|               |  | Condensed Consolidated Statements of OperationsThree and nine months ended June 30, 2005 and 2004 (Unaudited) |  | 1 
|               |  |                                                                                                              
|               |  | Condensed Consolidated Balance SheetsJune 30, 2005 (Unaudited) and September 30, 2004                         |  | 2 
|               |  |                                                                                                              
|               |  | Condensed Consolidated Statements of Cash FlowsNine months ended June 30, 2005 and 2004 (Unaudited)           |  | 3 
|               |  |                                                                                                              
|               |  | Notes to Condensed Consolidated Financial Statements (Unaudited)                                              |  | 4 
|               |  |                                                                                                              
|Item 2.        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                         |  | 15
|               |  |                                                                                                              
|Item 3.        |  | Quantitative and Qualitative Disclosures About Market Risk                                                    |  | 36
|               |  |                                                                                                              
|Item 4.        |  | Controls and Procedures                                                                                       |  | 37
|               |  |                                                                                                              
|PART II        |  | Other Information                                                                                             |  |   
|               |  |                                                                                                              
|Item 6.        |  | Exhibits                                                                                                      |  | 37
|               | 
|Signatures     |  | 38                                                                                                           
|               | 
|Certifications |  |                                                                                                              



References in this
Report on Form 10-Q to we, us, our and ISSI mean Integrated Silicon Solution, Inc. and all entities owned or controlled by Integrated Silicon Solution, Inc.



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##### Table of Contents

Item 1. Financial Statements



Integrated Silicon Solution, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share
data)



|                                                                                                             |  |                            |        |                           |      |   |        |  |   |         |   |  |   |        
|------------------------------------------------------------------------------------------------------------ |  | -------------------------- | ------ | ------------------------- | ---- | - | ------ |  | - | ------- | - |  | - | -------
|                                                                                                             |  | Three Months EndedJune 30, |        | Nine Months EndedJune 30,
|                                                                                                             |  | 2005                       |        |                           | 2004 |   | 2005   |  |   | 2004   
|Net sales (See Note 15)                                                                                      |  | $                          | 53,722 |                           |      | $ | 58,129 |  | $ | 119,971 |   |  | $ | 149,888
|Cost of sales                                                                                                |  |                            | 46,422 |                           |      |   | 44,290 |  |   | 113,921 |   |  |   | 115,212
|                                                                                                             |  |                            |        |                           |      |   |        |  |   |         |   |  |   |        
|Gross profit                                                                                                 |  |                            | 7,300  |                           |      |   | 13,839 |  |   | 6,050   |   |  |   | 34,676 
|                                                                                                             |  |                            |        |                           |      |   |        |  |   |         |   |  |   |        
|Operating expenses:                                                                                          |  |                            |        |                           |      |   |        |  |   |         |   |  |   |        
|Research and development                                                                                     |  |                            | 5,063  |                           |      |   | 5,615  |  |   | 14,789  |   |  |   | 15,736 
|Selling, general and administrative                                                                          |  |                            | 6,059  |                           |      |   | 4,379  |  |   | 15,668  |   |  |   | 12,232 
|In-process technology                                                                                        |  |                            | 1,480  |                           |      |   |       |  |   | 1,915   |   |  |   |       
|                                                                                                             |  |                            |        |                           |      |   |        |  |   |         |   |  |   |        
|Total operating expenses                                                                                     |  |                            | 12,602 |                           |      |   | 9,994  |  |   | 32,372  |   |  |   | 27,968 
|                                                                                                             |  |                            |        |                           |      |   |        |  |   |         |   |  |   |        
|Operating income (loss)                                                                                      |  |                            | (5,302 | )                         |      |   | 3,845  |  |   | (26,322 | ) |  |   | 6,708  
|Other income (expense), net                                                                                  |  |                            | 917    |                           |      |   | 138    |  |   | 2,343   |   |  |   | 1,130  
|Gain on sale of other investments                                                                            |  |                            | 500    |                           |      |   |       |  |   | 3,405   |   |  |   | 8,740  
|                                                                                                             |  |                            |        |                           |      |   |        |  |   |         |   |  |   |        
|Income (loss) before income taxes, minority interest and equity in net (income) loss of affiliated companies |  |                            | (3,885 | )                         |      |   | 3,983  |  |   | (20,574 | ) |  |   | 16,578 
|Provision for income taxes                                                                                   |  |                            | 9      |                           |      |   | 119    |  |   | 26      |   |  |   | 497    
|                                                                                                             |  |                            |        |                           |      |   |        |  |   |         |   |  |   |        
|Income (loss) before minority interest and equity in net income (loss) of affiliated companies               |  |                            | (3,894 | )                         |      |   | 3,864  |  |   | (20,600 | ) |  |   | 16,081 
|Minority interest in net loss of consolidated subsidiary                                                     |  |                            | 445    |                           |      |   |       |  |   | 631     |   |  |   |       
|Equity in net income (loss) of affiliated companies                                                          |  |                            | (1,134 | )                         |      |   | 1,775  |  |   | (11,776 | ) |  |   | 2,965  
|                                                                                                             |  |                            |        |                           |      |   |        |  |   |         |   |  |   |        
|Net income (loss)                                                                                            |  | $                          | (4,583 | )                         |      | $ | 5,639  |  | $ | (31,745 | ) |  | $ | 19,046 
|                                                                                                             |  |                            |        |                           |      |   |        |  |   |         |   |  |   |        
|Basic net income (loss) per share                                                                            |  | $                          | (0.12  | )                         |      | $ | 0.16   |  | $ | (0.87   | ) |  | $ | 0.58   
|                                                                                                             |  |                            |        |                           |      |   |        |  |   |         |   |  |   |        
|Shares used in basic per share calculation                                                                   |  |                            | 36,830 |                           |      |   | 35,717 |  |   | 36,507  |   |  |   | 32,572 
|                                                                                                             |  |                            |        |                           |      |   |        |  |   |         |   |  |   |        
|Diluted net income (loss) per share                                                                          |  | $                          | (0.12  | )                         |      | $ | 0.15   |  | $ | (0.87   | ) |  | $ | 0.53   
|                                                                                                             |  |                            |        |                           |      |   |        |  |   |         |   |  |   |        
|Shares used in diluted per share calculation                                                                 |  |                            | 36,830 |                           |      |   | 38,399 |  |   | 36,507  |   |  |   | 35,628 
|                                                                                                             |  |                            |        |                           |      |   |        |  |   |         |   |  |   |        



See accompanying notes
to condensed consolidated financial statements.



1



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##### Table of Contents

Integrated Silicon Solution, Inc.

Condensed Consolidated Balance Sheets

(In thousands)



|                                                       |  |               |          |   |                    |   |         |  
|------------------------------------------------------ |  | ------------- | -------- | - | ------------------ | - | ------- | -
|                                                       |  | June 30, 2005 |          |   | September 30, 2004 |  
|                                                       |  | (unaudited)   |          |   | (1)                |  
|ASSETS                                                 |  |               |          |   |                    |   |         |  
|Current assets:                                        |  |               |          |   |                    |   |         |  
|Cash and cash equivalents                              |  | $             | 45,986   |   |                    | $ | 17,015  |  
|Restricted cash                                        |  |               | 316      |   |                    |   | 1,500   |  
|Short-term investments                                 |  |               | 55,232   |   |                    |   | 120,450 |  
|Accounts receivable, net                               |  |               | 27,776   |   |                    |   | 23,291  |  
|Accounts receivable from related parties (See Note 15) |  |               | 744      |   |                    |   | 3,442   |  
|Inventories                                            |  |               | 63,522   |   |                    |   | 44,718  |  
|Other current assets                                   |  |               | 7,188    |   |                    |   | 1,541   |  
|                                                       |  |               |          |   |                    |   |         |  
|Total current assets                                   |  |               | 200,764  |   |                    |   | 211,957 |  
|Property, equipment, and leasehold improvements, net   |  |               | 19,457   |   |                    |   | 5,622   |  
|Other assets                                           |  |               | 93,064   |   |                    |   | 83,285  |  
|                                                       |  |               |          |   |                    |   |         |  
|Total assets                                           |  | $             | 313,285  |   |                    | $ | 300,864 |  
|                                                       |  |               |          |   |                    |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                   |  |               |          |   |                    |   |         |  
|Current liabilities:                                   |  |               |          |   |                    |   |         |  
|Short-term debt and notes                              |  | $             | 10,811   |   |                    | $ |        |  
|Accounts payable                                       |  |               | 25,751   |   |                    |   | 27,058  |  
|Accounts payable to related parties (See Note 15)      |  |               | 10,125   |   |                    |   | 3,435   |  
|Accrued compensation and benefits                      |  |               | 2,721    |   |                    |   | 2,431   |  
|Accrued expenses                                       |  |               | 6,897    |   |                    |   | 4,903   |  
|Bonds payable                                          |  |               | 1,312    |   |                    |   |        |  
|                                                       |  |               |          |   |                    |   |         |  
|Total current liabilities                              |  |               | 57,617   |   |                    |   | 37,827  |  
|                                                       |  |              
|Other long-term liabilities                            |  |               | 1,850    |   |                    |   |        |  
|                                                       |  |               |          |   |                    |   |         |  
|Total liabilities                                      |  |               | 59,467   |   |                    |   | 37,827  |  
|Minority interest                                      |  |               | 15,115   |   |                    |   |        |  
|                                                       |  |              
|Stockholders equity:                                  |  |               |          |   |                    |   |         |  
|Common stock                                           |  |               | 4        |   |                    |   | 4       |  
|Additional paid-in capital                             |  |               | 338,635  |   |                    |   | 336,524 |  
|Accumulated deficit                                    |  |               | (125,588 | ) |                    |   | (93,843 | )
|Unearned compensation                                  |  |               | (20      | ) |                    |   | (218    | )
|Accumulated comprehensive income                       |  |               | 25,672   |   |                    |   | 20,570  |  
|                                                       |  |               |          |   |                    |   |         |  
|Total stockholders equity                             |  |               | 238,703  |   |                    |   | 263,037 |  
|                                                       |  |               |          |   |                    |   |         |  
|Total liabilities and stockholders equity             |  | $             | 313,285  |   |                    | $ | 300,864 |  
|                                                       |  |               |          |   |                    |   |         |  

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|(1) | Derived from audited financial statements.
|--- | ------------------------------------------



See accompanying notes to condensed consolidated financial statements.



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Integrated Silicon Solution, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)



|                                                                                           |  |                            |         |   |      |   |          |  
|------------------------------------------------------------------------------------------ |  | -------------------------- | ------- | - | ---- | - | -------- | -
|                                                                                           |  | Nine Months Ended June 30, |        
|                                                                                           |  | 2005                       |         |   | 2004 |  
|Cash flows from operating activities                                                       |  |                            |         |   |      |   |          |  
|Net income (loss)                                                                          |  | $                          | (31,745 | ) |      | $ | 19,046   |  
|Depreciation and amortization                                                              |  |                            | 2,455   |   |      |   | 2,580    |  
|Amortization of intangible assets and unearned compensation                                |  |                            | 362     |   |      |   | 73       |  
|In-process research & development charge                                                   |  |                            | 1,915   |   |      |   |         |  
|Gain on sale of shares of Semiconductor Manufacturing International Corp. (SMIC)         |  |                            | (2,905  | ) |      |   | (8,740   | )
|Gain on sale of shares of NexFlash stock                                                   |  |                            | (482    | ) |      |   |         |  
|Gain on sale of other investment                                                           |  |                            | (18     | ) |      |   |         |  
|(Gain) loss on embedded derivative                                                         |  |                            | 21      |   |      |   | (13      | )
|Gain on disposal of asset                                                                  |  |                            | (281    | ) |      |   |         |  
|Gain on liquidation of D2Code                                                              |  |                            |        |   |      |   | (282     | )
|Net foreign currency transaction losses                                                    |  |                            | 13      |   |      |   | (4       | )
|Equity in net (income) loss of affiliated companies                                        |  |                            | 11,776  |   |      |   | (2,965   | )
|Minority interest in net loss of consolidated subsidiary                                   |  |                            | (631    | ) |      |   |         |  
|Net effect of changes in current and other assets and liabilities                          |  |                            | 16,860  |   |      |   | (32,373  | )
|                                                                                           |  |                            |         |   |      |   |          |  
|Cash used in operating activities                                                          |  |                            | (2,660  | ) |      |   | (22,678  | )
|                                                                                           |  |                           
|Cash flows from investing activities                                                       |  |                            |         |   |      |   |          |  
|Capital expenditures                                                                       |  |                            | (975    | ) |      |   | (554     | )
|Proceeds from sale of fixed assets                                                         |  |                            | 502     |   |      |   |         |  
|Proceeds from partial sale of SMIC equity securities                                       |  |                            | 5,627   |   |      |   | 13,236   |  
|Investment in Signia Technologies, Inc. (Signia), net of cash and cash equivalents       |  |                            | (6,827  | ) |      |   |         |  
|Investment in Integrated Circuit Solution, Inc. (ICSI), net of cash and cash equivalents |  |                            | (23,194 | ) |      |   |         |  
|Investment in NexFlash                                                                     |  |                            | (452    | ) |      |   |         |  
|Proceeds from the sale of NexFlash stock                                                   |  |                            | 2,225   |   |      |   |         |  
|Purchases of available-for-sale securities                                                 |  |                            | (92,850 | ) |      |   | (128,250 | )
|Sales of available-for-sale securities                                                     |  |                            | 160,146 |   |      |   | 33,300   |  
|                                                                                           |  |                            |         |   |      |   |          |  
|Cash provided by (used in) investing activities                                            |  |                            | 44,202  |   |      |   | (82,268  | )
|                                                                                           |  |                           
|Cash flows from financing activities                                                       |  |                            |         |   |      |   |          |  
|Proceeds from issuance of common stock                                                     |  |                            | 2,248   |   |      |   | 101,359  |  
|Payment of short-term debt                                                                 |  |                            | (1,806  | ) |      |   |         |  
|Borrowings under short-term lines of credit                                                |  |                            | 632     |   |      |   |         |  
|Payment of convertible debentures                                                          |  |                            | (14,982 | ) |      |   |         |  
|Decrease in restricted cash                                                                |  |                            | 1,189   |   |      |   |         |  
|                                                                                           |  |                            |         |   |      |   |          |  
|Cash provided by (used in) financing activities                                            |  |                            | (12,719 | ) |      |   | 101,359  |  
|                                                                                           |  |                            |         |   |      |   |          |  
|Effect of exchange rate changes on cash and cash equivalents                               |  |                            | 148     |   |      |   |         |  
|                                                                                           |  |                           
|Net increase (decrease) in cash and cash equivalents                                       |  |                            | 28,971  |   |      |   | (3,587   | )
|Cash and cash equivalents at beginning of period                                           |  |                            | 17,015  |   |      |   | 19,992   |  
|                                                                                           |  |                            |         |   |      |   |          |  
|Cash and cash equivalents at end of period                                                 |  | $                          | 45,986  |   |      | $ | 16,405   |  
|                                                                                           |  |                            |         |   |      |   |          |  



See accompanying notes
to condensed consolidated financial statements.



3



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##### Table of Contents

INTEGRATED SILICON SOLUTION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



1. Basis of Presentation



The accompanying unaudited 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 accounting principles generally accepted in the United States 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 accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments considered necessary for fair presentation have been
included.



Operating results for the three and nine months
ended June 30, 2005 are not necessarily indicative of the results that may be expected for the year ending September 30, 2005 or for any other period. 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, 2004.



Commencing on May 1, 2005, the Company began consolidating the results of Integrated Circuit Solution, Inc. (ICSI) (see Note 17). Commencing on December 1, 2005, the Company began consolidating the results
of Signia Technologies Inc. (Signia) (see Note 16).



2.
Stock-based Compensation



The Company applies the
intrinsic-value method prescribed in APB Opinion No. 25, Accounting for Stock issued to Employees, in accounting for employee stock options. Accordingly compensation expense is generally recognized only when options are granted with an
exercise price less than fair value on the date of grant. Any resulting compensation expense would be recognized ratably over the associated service period, which is generally the option vesting term.



The Company has determined pro forma net income (loss) and net income (loss)
per share information as if the fair value method described in SFAS No. 123, Accounting for Stock Based Compensation, had been applied to its employee stock-based compensation. The proforma effect on net income (loss) and net income
(loss) per share is as follows for the three and nine month periods ending June 30, 2005 and 2004 (in thousands, except per share data):



|                                                                                  |  |                             |        |   |                           |   |        |      |  |   |         |   |  |   |        |  
|--------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ------------------------- | - | ------ | ---- |  | - | ------- | - |  | - | ------ | -
|                                                                                  |  | Three Months Ended June 30, |        |   | Nine Months EndedJune 30, |  
|                                                                                  |  | 2005                        |        |   | 2004                      |   |        | 2005 |  |   | 2004    |  
|Net income (loss)  as reported                                                   |  | $                           | (4,583 | ) |                           | $ | 5,639  |      |  | $ | (31,745 | ) |  | $ | 19,046 |  
|Intrinsic value method expense included in reported net income (loss), net of tax |  |                             | 16     |   |                           |   |       |      |  |   | 61      |   |  |   |       |  
|Fair value method expense, net of tax                                             |  |                             | (756   | ) |                           |   | (1,271 | )    |  |   | (2,551  | ) |  |   | (3,617 | )
|                                                                                  |  |                             |        |   |                           |   |        |      |  |   |         |   |  |   |        |  
|Net income (loss)  pro forma                                                     |  | $                           | (5,323 | ) |                           | $ | 4,368  |      |  | $ | (34,235 | ) |  | $ | 15,429 |  
|                                                                                  |  |                             |        |   |                           |   |        |      |  |   |         |   |  |   |        |  
|Basic net income (loss) per share  as reported                                   |  | $                           | (0.12  | ) |                           | $ | 0.16   |      |  | $ | (0.87   | ) |  | $ | 0.58   |  
|Diluted net income (loss) per share  as reported                                 |  | $                           | (0.12  | ) |                           | $ | 0.15   |      |  | $ | (0.87   | ) |  | $ | 0.53   |  
|Basic net income (loss) per share  pro forma                                     |  | $                           | (0.14  | ) |                           | $ | 0.12   |      |  | $ | (0.94   | ) |  | $ | 0.47   |  
|Diluted net income (loss) per share  pro forma                                   |  | $                           | (0.14  | ) |                           | $ | 0.11   |      |  | $ | (0.94   | ) |  | $ | 0.43   |  





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##### Table of Contents

INTEGRATED SILICON SOLUTION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)



3. Concentrations



In the three and nine months ended June 30, 2005, no single customer
accounted for over 10% of net sales. Sales to Asian Information Technology Inc. (AIT) accounted for approximately 10% of total net sales for the three and nine months ended June 30, 2004.



4. Cash, Cash Equivalents, Restricted Cash and Short-term Investments



Cash, cash equivalents, restricted cash, and short-term investments
consisted of the following:



|                                            |  |                |         |                    |   |        
|------------------------------------------- |  | -------------- | ------- | ------------------ | - | -------
|                                            |  | June 30,2005   |         | September 30, 2004
|                                            |  | (In thousands)
|Cash                                        |  | $              | 29,189  |                    | $ | 13,251 
|Cash equivalents  Certificates of deposit  |  |                | 3,700   |                    |   | 3,764  
|Cash equivalents  Money market instruments |  |                | 13,097  |                    |   |       
|Restricted cash - Certificates of deposit   |  |                | 316     |                    |   | 1,500  
|Short-term investments - Municipal bonds    |  |                | 55,232  |                    |   | 120,450
|                                            |  |                |         |                    |   |        
|                                            |  | $              | 101,534 |                    | $ | 138,965
|                                            |  |                |         |                    |   |        



All debt securities
held at June 30, 2005 are due in less than one year.



5. Inventories



The following is a summary of inventories by major
category:



|                     |  |                |        |                    |   |       
|-------------------- |  | -------------- | ------ | ------------------ | - | ------
|                     |  | June 30,2005   |        | September 30, 2004
|                     |  | (In thousands)
|Purchased components |  | $              | 17,177 |                    | $ | 16,178
|Work-in-process      |  |                | 13,009 |                    |   | 3,463 
|Finished goods       |  |                | 33,336 |                    |   | 25,077
|                     |  |                |        |                    |   |       
|                     |  | $              | 63,522 |                    | $ | 44,718
|                     |  |                |        |                    |   |       



During the three and
nine months ended June 30, 2005, the Company recorded inventory write-downs of $0 and $10.9 million, respectively. The inventory write-downs primarily related to valuing inventory at the lower-of-cost-or-market and to adjust inventory valuation for
certain excess and obsolete products.



5



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##### Table of Contents

INTEGRATED SILICON SOLUTION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)



6. Other Assets



Other assets consisted of the following:



|                                                       |  |                |        |                    |   |       
|------------------------------------------------------ |  | -------------- | ------ | ------------------ | - | ------
|                                                       |  | June 30,2005   |        | September 30, 2004
|                                                       |  | (In thousands)
|Investment in ICSI common stock (See Note 17)          |  | $              |       |                    | $ | 16,114
|Investment in ICSI convertible debenture (See Note 17) |  |                |       |                    |   | 3,180 
|Investment in SMIC                                     |  |                | 57,683 |                    |   | 59,701
|Other equity investments                               |  |                | 4,759  |                    |   | 3,962 
|Acquired intangible assets (See Note 16 and Note 17)   |  |                | 4,673  |                    |   |      
|Goodwill (See Note 16 and Note 17)                     |  |                | 18,972 |                    |   |      
|Other                                                  |  |                | 6,977  |                    |   | 328   
|                                                       |  |                |        |                    |   |       
|                                                       |  | $              | 93,064 |                    | $ | 83,285
|                                                       |  |                |        |                    |   |       



On March 17, 2004,
SMIC completed an initial public offering (IPO). SMICs ordinary shares are traded on the Hong Kong Stock Exchange and SMIC American Depository Receipts (ADR) are traded on the New York Stock Exchange. Each SMIC ADR
represents fifty (50) ordinary shares. In the nine months ended June 30, 2005, the Company sold additional shares of SMIC and recorded gross proceeds of approximately $5.6 million and a pre-tax gain of approximately $2.9 million. Since SMICs
IPO, the Company accounts for its shares in SMIC under the provisions of FASB 115 and has marked its investment to the market value as of June 30, 2005 by increasing other assets and by increasing accumulated comprehensive income in the equity
section of the balance sheet. The cost basis of the Companys remaining shares in SMIC is approximately $31.9 million and the market value at June 30, 2005 was approximately $57.7 million. The market value of SMIC shares is subject to
fluctuation and the Companys carrying value will be subject to adjustments to reflect the current market value. The Companys shares in SMIC are subject to certain lockup restrictions and therefore all of such shares are not freely
tradable. These lockup restrictions generally lapse at the rate of 15% of the Companys pre-offering shares every 180 days following the IPO. Thus all of the Companys shares in SMIC will be freely tradable 3 years and 180 days following
the IPO.



6



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##### Table of Contents

INTEGRATED SILICON SOLUTION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)



7. Comprehensive Income (Loss)



Comprehensive income (loss) includes net income (loss) as well as other
comprehensive income (loss). The Companys other comprehensive income (loss) consists of changes in cumulative translation adjustment and unrealized gains and losses on investments.



Comprehensive income (loss), net of taxes, was as follows:



|                                                 |  |                            |        |   |                           |   |         |      |  |   |         |   |  |   |        |  
|------------------------------------------------ |  | -------------------------- | ------ | - | ------------------------- | - | ------- | ---- |  | - | ------- | - |  | - | ------ | -
|                                                 |  | Three Months EndedJune 30, |        |   | Nine Months EndedJune 30, |  
|                                                 |  | 2005                       |        |   | 2004                      |   |         | 2005 |  |   | 2004    |  
|                                                 |  | (In thousands)             |       
|Net income (loss)                                |  | $                          | (4,583 | ) |                           | $ | 5,639   |      |  | $ | (31,745 | ) |  | $ | 19,046 |  
|Other comprehensive income (loss), net of tax:   |  |                            |        |   |                           |   |         |      |  |   |         |   |  |   |        |  
|Change in cumulative translation adjustment      |  |                            | 4,535  |   |                           |   | (55     | )    |  |   | 504     |   |  |   | (16    | )
|Change in unrealized gains/losses on investments |  |                            | 3,053  |   |                           |   | (28,461 | )    |  |   | 4,598   |   |  |   | 33,148 |  
|                                                 |  |                            |        |   |                           |   |         |      |  |   |         |   |  |   |        |  
|Comprehensive income (loss)                      |  | $                          | 3,005  |   |                           | $ | (22,877 | )    |  | $ | (26,643 | ) |  | $ | 52,178 |  
|                                                 |  |                            |        |   |                           |   |         |      |  |   |         |   |  |   |        |  



The accumulated
comprehensive income (loss) component within the stockholders equity section of the Companys balance sheet is comprised of foreign currency translation adjustments and unrealized gains and losses on investments.



The components of accumulated other comprehensive income, net of tax, were as
follows:



|                                                                                   |  |                |        |   |                    |   |        |  
|---------------------------------------------------------------------------------- |  | -------------- | ------ | - | ------------------ | - | ------ | -
|                                                                                   |  | June 30,2005   |        |   | September 30, 2004 |  
|                                                                                   |  | (In thousands) |       
|Accumulated foreign currency translation adjustments related to investment in ICSI |  | $              |       |   |                    | $ | (4,698 | )
|Other accumulated foreign currency translation adjustments                         |  |                | (94    | ) |                    |   | 5      |  
|Accumulated net unrealized gain on SMIC                                            |  |                | 25,766 |   |                    |   | 25,063 |  
|Accumulated net unrealized gain (loss) on other available-for-sale investments     |  |                |       |   |                    |   | 200    |  
|                                                                                   |  |                |        |   |                    |   |        |  
|Total accumulated other comprehensive income (loss)                                |  | $              | 25,672 |   |                    | $ | 20,570 |  
|                                                                                   |  |                |        |   |                    |   |        |  





7



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##### Table of Contents

INTEGRATED SILICON SOLUTION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)



8. Borrowings



Short term debt and notes as of June 30, 2005 were as follows:



|                                |  |                   |        |                              |      |  
|------------------------------- |  | ----------------- | ------ | ---------------------------- | ---- | -
|                                |  | AmountOutstanding |        | WeightedAverageInterest Rate |     
|                                |  | (In thousands)    |       
|Letter of credit loans          |  | $                 | 1,323  |                              | 2.18 | %
|Working capital loans           |  |                   | 7,591  |                              | 2.00 | %
|Commercial paper payable        |  |                   | 1,897  |                              | 4.13 | %
|                                |  |                   |        |                              |      |  
|Total short-term debt and notes |  | $                 | 10,811 |                              |      |  
|                                |  |                   |        |                              |      |  



There were no assets
pledged as collateral for short-term debt or notes.



Convertible bonds payable



|                            |  |                |      
|--------------------------- |  | -------------- | -----
|                            |  | June 30, 2005 
|                            |  | (In thousands)
|Unsecured convertible bonds |  | $              | 1,183
|Accrued interest payable    |  |                | 129  
|                            |  |                |      
|Total                       |  | $              | 1,312
|                            |  |                |      



In connection with the
Companys acquisition of ICSI (see Note 17), the Company assumed approximately $16.3 million in convertible bonds payable by ICSI (excluding the bonds held by the Company) as of May 1, 2005. ICSI issued these five-year unsecured convertible
bonds on May 5, 2003. Key terms of the issuance included: 5 year term, 0% coupon rate, convertible into ICSI common stock after 90 days, four specified conversion dates per year, conversion price at 101% over a calculated average closing price, an
anti-dilution clause, an embedded derivative put option at 4% interest after 3 years and 4.5% after 4 years, and callable after 2 years if the market price of ICSI common stock meets certain conditions.



In May 2005, ICSI redeemed bonds for approximately $15.0 million.



9. Income Taxes



The provision for income taxes for the three and nine month periods ended June 30, 2005 of $9,000 and $26,000,
respectively, consists solely of foreign withholding taxes. The Company has a full valuation allowance against its deferred tax assets due to its operating loss history and has not recorded any tax benefit for its deferred tax assets for the three
and nine month periods ended June 30, 2005. The provision for income taxes for the three and nine month periods ended June 30, 2004 of $119,000 and $497,000, respectively, consists of alternative minimum taxes.



8



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##### Table of Contents

INTEGRATED SILICON SOLUTION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)



10. Per Share Data



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



|                                                             |  |                            |        |                           |      |   |        |  |   |         |   |  |   |       
|------------------------------------------------------------ |  | -------------------------- | ------ | ------------------------- | ---- | - | ------ |  | - | ------- | - |  | - | ------
|                                                             |  | Three Months EndedJune 30, |        | Nine Months EndedJune 30,
|                                                             |  | 2005                       |        |                           | 2004 |   | 2005   |  |   | 2004   
|Numerator for basic and diluted net income (loss) per share: |  |                            |        |                           |      |   |        |  |   |         |   |  |   |       
|Net income (loss)                                            |  | $                          | (4,583 | )                         |      | $ | 5,639  |  | $ | (31,745 | ) |  | $ | 19,046
|                                                             |  |                            |        |                           |      |   |        |  |   |         |   |  |   |       
|Denominator for basic net income (loss) per share:           |  |                            |        |                           |      |   |        |  |   |         |   |  |   |       
|Weighted average common shares outstanding                   |  |                            | 36,830 |                           |      |   | 35,717 |  |   | 36,507  |   |  |   | 32,572
|Dilutive stock options                                       |  |                            |       |                           |      |   | 2,682  |  |   |        |   |  |   | 3,056 
|                                                             |  |                            |        |                           |      |   |        |  |   |         |   |  |   |       
|Denominator for diluted net income (loss) per share          |  |                            | 36,830 |                           |      |   | 38,399 |  |   | 36,507  |   |  |   | 35,628
|                                                             |  |                            |        |                           |      |   |        |  |   |         |   |  |   |       
|Basic net income (loss) per share                            |  | $                          | (0.12  | )                         |      | $ | 0.16   |  | $ | (0.87   | ) |  | $ | 0.58  
|                                                             |  |                            |        |                           |      |   |        |  |   |         |   |  |   |       
|Diluted net income (loss) per share                          |  | $                          | (0.12  | )                         |      | $ | 0.15   |  | $ | (0.87   | ) |  | $ | 0.53  
|                                                             |  |                            |        |                           |      |   |        |  |   |         |   |  |   |       



The above diluted
calculation for the three months ended June 30, 2005 and June 30, 2004 does not include approximately 4,036,000 shares and 466,000 shares attributable to options as of June 30, 2005 and 2004, respectively, as their impact would be anti-dilutive. The
above diluted calculation for the nine months ended June 30, 2005 and 2004, does not include approximately 3,569,000 shares and 431,000 shares attributable to options as of June 30, 2005 and 2004, respectively, as their impact would be
anti-dilutive. Of the 4,036,000 shares and 3,569,000 shares excluded from the three and nine month ended June 30, 2005 calculation, approximately 744,000 shares and 986,000 shares, respectively, had exercise prices less than the daily average
closing price of the Companys stock during the period but were excluded under the treasury stock method solely because the Company had a net loss for that period.



11. 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 differences, may be material to the financial statements.



12. Impact of Recently Issued Accounting Standards



In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment (SFAS 123R), which replaces SFAS No. 123,
Accounting for Stock-Based Compensation, (SFAS 123) and supercedes APB Opinion No. 25, Accounting for Stock Issued to Employees. SFAS 123R requires all share-based payments to employees, including grants of
employee stock options, to be recognized in the financial statements based on their fair values. The pro forma disclosures previously permitted under SFAS 123 no longer will be an alternative to financial statement recognition. In April 2005, the
Securities and Exchange Commission (SEC) announced a delay in the effective date of the option-expensing requirements of SFAS 123R. The Company is now required and plans to adopt SFAS 123R in the first quarter of fiscal 2006, beginning October 1,
2005. Under SFAS 123R, the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost and the transition method to be used at date of adoption. The transition
methods include prospective and retroactive adoption options. Under the



9



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##### Table of Contents

INTEGRATED SILICON SOLUTION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)



retroactive option, prior periods may be restated either as of the beginning
of the year of adoption or for all periods presented. The prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock at the beginning of the first quarter of adoption of SFAS 123R, while the
retroactive methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated.



In March 2005, the SEC issued Staff Accounting Bulletin No. 107 (SAB 107) regarding the SECs interpretation of SFAS 123R and the
valuation of share-based payments for public companies. The Company is evaluating the requirements of SFAS 123R and SAB 107 and expects that the adoption of SFAS 123R on October 1, 2005 will have a material impact on the Companys consolidated
results of operations and earnings per share. The Company has not yet determined the method of adoption or the effect of adopting SFAS 123R, and it has not determined whether the adoption will result in amounts that are similar to the current pro
forma disclosures under SFAS 123.



13. Commitments and Contingencies



Commitments to Wafer Fabrication Facilities and
Contract Manufacturers



The Company issues purchase orders
for wafers to various wafer foundries. These purchase orders are generally considered to be cancelable. However, to the degree that the wafers have entered into work-in-process, as a matter of practice it becomes increasingly difficult to cancel the
purchase order. As of June 30, 2005, the Company had approximately $18.4 million of purchase orders for which the related wafers had been entered into wafer work-in-process (i.e., manufacturing had begun).



Write-off of Excess Facility Space



In the nine months ended June 30, 2005, the Company recorded a $1.1
million write-off of excess facility space in its Santa Clara headquarters.



|14. | Geographic and Segment Information
|--- | ----------------------------------



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



|                             |  |                            |        |                           |   |        |  |      |         |  |   |        
|---------------------------- |  | -------------------------- | ------ | ------------------------- | - | ------ |  | ---- | ------- |  | - | -------
|                             |  | Three Months EndedJune 30, |        | Nine Months EndedJune 30,
|                             |  | 2005                       |        | 2004                      |   | 2005   |  | 2004
|                             |  | (In thousands)            
|Net sales                    |  |                            |        |                           |   |        |  |      |         |  |   |        
|United States                |  | $                          | 6,031  |                           | $ | 6,347  |  | $    | 18,259  |  | $ | 18,343 
|China                        |  |                            | 6,218  |                           |   | 8,408  |  |      | 18,726  |  |   | 17,374 
|Hong Kong                    |  |                            | 11,633 |                           |   | 13,628 |  |      | 23,071  |  |   | 33,627 
|Taiwan                       |  |                            | 17,071 |                           |   | 15,251 |  |      | 30,123  |  |   | 40,666 
|Korea                        |  |                            | 2,735  |                           |   | 2,338  |  |      | 5,340   |  |   | 7,950  
|Other Asia Pacific countries |  |                            | 6,104  |                           |   | 6,331  |  |      | 10,985  |  |   | 15,529 
|Europe                       |  |                            | 3,781  |                           |   | 5,414  |  |      | 11,750  |  |   | 15,361 
|Other North America          |  |                            | 149    |                           |   | 412    |  |      | 1,717   |  |   | 1,038  
|                             |  |                            |        |                           |   |        |  |      |         |  |   |        
|Total net sales              |  | $                          | 53,722 |                           | $ | 58,129 |  | $    | 119,971 |  | $ | 149,888
|                             |  |                            |        |                           |   |        |  |      |         |  |   |        



10



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##### Table of Contents

INTEGRATED SILICON SOLUTION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)



|                  |  |                |        |                    |   |      
|----------------- |  | -------------- | ------ | ------------------ | - | -----
|                  |  | June 30,2005   |        | September 30, 2004
|                  |  | (In thousands)
|Long-lived assets |  |                |        |                    |   |      
|United States     |  | $              | 2,315  |                    | $ | 3,633
|Hong Kong         |  |                | 40     |                    |   | 49   
|China             |  |                | 1,451  |                    |   | 1,646
|Taiwan            |  |                | 15,651 |                    |   | 294  
|                  |  |                |        |                    |   |      
|                  |  | $              | 19,457 |                    | $ | 5,622
|                  |  |                |        |                    |   |      



15. Related Party Transactions



The Company sells and licenses memory products to ICSI.
In May 2005, the Company gained control of ICSI at which time the Company began consolidating ICSIs results of operations (See Note 17). At June 30, 2005, the Company had approximately a 61% ownership interest in ICSI. The Companys
Chairman and Chief Executive Officer (CEO), Jimmy S.M. Lee, is Chairman of ICSI.



The Company purchases goods and contract manufacturing services from ICSI. For the seven months ended April 30, 2005 and nine months ended June 30, 2004, purchases of goods and services were approximately $1,056,000
and $3,364,000, respectively. The Company also pays ICSI for certain product development costs, license fees and royalties. For the seven months ended April 30, 2005 and nine months ended June 30, 2004, these charges totaled approximately $169,000
and $610,000, respectively.



The Company purchases goods from
SMIC in which the Company has less than a 2% ownership interest. The Companys Chairman and CEO, Jimmy S.M. Lee, was a director of SMIC until March 2004. Lip-Bu Tan, a director of the Company, has been a director of SMIC since January 2002. For
the nine months ended June 30, 2005 and June 30, 2004, purchases of goods from SMIC were approximately $43,324,000 and $27,107,000, respectively.



The Company sells memory products to Flextronics. Lip-Bu Tan, a director of the Company, has been a director of Flextronics since April 3, 2003. The
Company had been doing business with Flextronics prior to Mr. Tan joining the board of directors of Flextronics.



The Company provides manufacturing support services to Signia. The Company had less a than 50% ownership interest in Signia through November 2004. In
December 2004, the Company acquired a majority ownership interest in Signia at which time the Company began consolidating Signias results of operations. At June 30, 2005, the Company had approximately a 68% ownership interest in Signia. The
Companys Chairman and CEO, Jimmy S.M. Lee, is a director of Signia. For the two months ended November 30, 2004 and the nine months ended June 30, 2004, the Company provided services of approximately $382,000 and $3,198,000, respectively, to
Signia.



11



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##### Table of Contents

INTEGRATED SILICON SOLUTION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)



Accounts receivable from related parties consisted of the
following:



|            |  |                |     |                   |   |      
|----------- |  | -------------- | --- | ----------------- | - | -----
|            |  | June 30,2005   |     | September 30,2004
|            |  | (In thousands)
|Flextronics |  | $              | 744 |                   | $ | 1,861
|ICSI        |  |                |    |                   |   | 646  
|Signia      |  |                |    |                   |   | 935  
|            |  |                |     |                   |   |      
|Total       |  | $              | 744 |                   | $ | 3,442
|            |  |                |     |                   |   |      



The following table
shows net sales to related parties:



|                             |  |                           |       |      |   |      
|---------------------------- |  | ------------------------- | ----- | ---- | - | -----
|                             |  | Nine months endedJune 30,
|                             |  | 2005                      |       | 2004
|                             |  | (In thousands)           
|Net sales to related parties |  |                           |       |      |   |      
|Flextronics                  |  | $                         | 2,962 |      | $ | 2,528
|ICSI                         |  |                           | 3,185 |      |   | 1,424
|Marubun USA                  |  |                           |      |      |   | 2,053
|Others                       |  |                           | 115   |      |   | 167  
|                             |  |                           |       |      |   |      
|Total                        |  | $                         | 6,262 |      | $ | 6,172
|                             |  |                           |       |      |   |      



Accounts payable to
related parties consisted of the following:



|      |  |                |        |                    |   |      
|----- |  | -------------- | ------ | ------------------ | - | -----
|      |  | June 30, 2005  |        | September 30, 2004
|      |  | (In thousands)
|ICSI  |  | $              |       |                    | $ | 782  
|SMIC  |  |                | 10,125 |                    |   | 2,653
|      |  |                |        |                    |   |      
|Total |  | $              | 10,125 |                    | $ | 3,435
|      |  |                |        |                    |   |      



16. Acquisition of Signia
Technologies Inc.



In December 2004, the Company
acquired a majority ownership interest in Signia. Signia is a privately held wireless chipset company based in Taipei, Taiwan. Signia has focused on RF chipsets for the consumer electronics market. Signia has a family of Bluetooth  compliant, 2.4G RF devices and also proprietary 2.4G
RF devices. One element of ISSIs strategy is to diversify into non-memory products. Increasing its stake in Signia furthers this strategy.



ISSI has increased its ownership to approximately 68% by buying common shares from other shareholders. The cost of this additional investment was
approximately $8.1 million in cash which includes $0.4 million in estimated transaction costs. Prior to this increase, the Company owned approximately 15% of the outstanding equity of Signia and accounted for its investment on the cost basis. Since
the Company increased its ownership to 68%, beginning December 1, 2004 the Company consolidated Signias financial statements with its own. The total purchase price, including the previous investment of $1.1 million, is $9.2 million.



12



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##### Table of Contents

INTEGRATED SILICON SOLUTION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)



In the December 2004 quarter, the Company consolidated Signia
based on preliminary valuation data. During the March 2005 quarter, the valuation data was refined and the Companys best estimate has been presented as of June 30, 2005. Management is continuing to assess the valuation of the acquisition and
potential adjustments could be made in the September 2005 quarter. The allocation of the purchase price of Signia includes both tangible assets and acquired intangible assets including both developed technology as well as in-process research and
development (IPR&D). The amounts allocated to IPR&D were expensed in the Companys quarter ending March 31, 2005, as it was deemed to have no future alternative value.



The estimated purchase price allocation is as follows (in thousands):



|                                          |  |   |        |  
|----------------------------------------- |  | - | ------ | -
|Net tangible assets                       |  | $ | 3,354  |  
|Intangible assets:                        |  |   |        |  
|In-process technology                     |  |   | 435    |  
|Developed technology                      |  |   | 1,626  |  
|Goodwill                                  |  |   | 5,630  |  
|Minority interest                         |  |   | (1,861 | )
|                                          |  |   |        |  
|Total estimated purchase price allocation |  | $ | 9,184  |  
|                                          |  |   |        |  



The developed
technology is being amortized over five years.



17. Acquisition of ICSI



On January 25, 2005 the Company announced its
intention to acquire ICSI. ICSI is a public company in Taiwan and trades on the Taiwan Stock Exchange. Prior to this transaction, ISSI owned approximately 29% of ICSI and two ISSI directors, Mr. Lee and Mr. Tanigami, held seats on the board of ICSI.
In addition, ISSI owned approximately $3.8 million of ICSI convertible debentures at March 31, 2005.



In the six months ended June 30, 2005, the Company purchased additional shares of ICSI in the open market for approximately $31.6 million increasing its
ownership percentage to approximately 61% at June 30, 2005. The total purchase price, including the previous investment of $8.5 million, was $40.1 million. The Company plans to acquire substantially all of the remaining outstanding shares of ICSI in
August 2005 for cash of approximately $38 million. On May 1, 2005, ISSI assumed effective control of ICSI. Mr. Lee was elected Chairman of the ICSI board on May 6, 2005. On April 28, 2005, ISSI and ICSI executed loan documents whereby ISSI would
loan $15 million to ICSI, of which $13 million had been funded and was outstanding as of June 30, 2005. ICSI agreed to collateralize the loan with a mortgage on its building in Taiwan and the lien documents were effective April 28, 2005. Effective
May 1, 2005, ICSI management began formally reporting to ISSI. As a result of these events, and in accordance with generally accepted accounting principles, ISSI began consolidating the financial results of ICSI with its own results as of May 1,
2005.



The Companys decision to acquire ICSI was driven
by several considerations including the opportunity to enhance revenue, the ability to reduce the combined companys operating expenses, stronger purchasing power, expanded sales channels, and enhanced opportunities to develop non-memory
product lines.



In the June 2005 quarter, the Company
consolidated the ICSI May and June financial results and allocated the current portion of the purchase price. The valuation and purchase allocation is preliminary and is subject to further adjustment. The allocation of the purchase price of ICSI
includes both tangible assets and acquired intangible assets including both developed technology and in-process research and development (IPR&D). The amounts allocated to IPR&D were expensed in the Companys quarter ending June 30,
2005, as they were deemed to have no future alternative value. The purchase price allocation, including an additional charge to IPR&D, will increase in the September 2005 quarter when ISSI acquires additional shares of ICSI.



13



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##### Table of Contents

INTEGRATED SILICON SOLUTION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)



The estimated purchase price allocation as of June 30, 2005 is
as follows (in thousands):



|                                          |  |   |         |  
|----------------------------------------- |  | - | ------- | -
|Net tangible assets                       |  | $ | 35,831  |  
|Intangible assets:                        |  |   |         |  
|In-process technology                     |  |   | 1,480   |  
|Developed technology                      |  |   | 3,024   |  
|Other amortizable intangible assets       |  |   | 323     |  
|Goodwill                                  |  |   | 13,342  |  
|Minority interest                         |  |   | (13,885 | )
|                                          |  |   |         |  
|Total estimated purchase price allocation |  | $ | 40,115  |  
|                                          |  |   |         |  



The developed
technology is being amortized over lives ranging from four to six years and the other amortizable intangible assets are being amortized over lives ranging from six months to five years.



Pro forma Financial Information



The pro forma financial information presented below is presented as if the acquisition of ICSI had occurred at the beginning of fiscal 2004. The pro forma
statements of operations for the three and nine months ended June 30, 2005 and 2004, include the historical results of the Company and ICSI plus the effect of recurring amortization of the related intangible assets. Such pro forma results do not
purport to be indicative of what would have occurred had the acquisition been made as of those dates or the results which may occur in the future. The pro forma financial results are as follows:



|                                             |  |                            |        |                           |      |   |         |  |   |         |   |  |   |        
|-------------------------------------------- |  | -------------------------- | ------ | ------------------------- | ---- | - | ------- |  | - | ------- | - |  | - | -------
|                                             |  | Three Months EndedJune 30, |        | Nine Months EndedJune 30,
|                                             |  | 2005                       |        |                           | 2004 |   | 2005    |  |   | 2004   
|                                             |  | (In thousands)            
|Net sales                                    |  | $                          | 58,636 |                           |      | $ | 102,934 |  | $ | 173,061 |   |  | $ | 278,335
|                                             |  |                            |        |                           |      |   |         |  |   |         |   |  |   |        
|Net income (loss)                            |  | $                          | (4,577 | )                         |      | $ | 6,610   |  | $ | (41,839 | ) |  | $ | 18,893 
|                                             |  |                            |        |                           |      |   |         |  |   |         |   |  |   |        
|Basic net income (loss) per share            |  | $                          | (0.12  | )                         |      | $ | 0.19    |  | $ | (1.15   | ) |  | $ | 0.58   
|                                             |  |                            |        |                           |      |   |         |  |   |         |   |  |   |        
|Shares used in basic per share calculation   |  |                            | 36,830 |                           |      |   | 35,717  |  |   | 36,507  |   |  |   | 32,572 
|                                             |  |                            |        |                           |      |   |         |  |   |         |   |  |   |        
|Diluted net income (loss) per share          |  | $                          | (0.12  | )                         |      | $ | 0.17    |  | $ | (1.15   | ) |  | $ | 0.53   
|                                             |  |                            |        |                           |      |   |         |  |   |         |   |  |   |        
|Shares used in diluted per share calculation |  |                            | 36,830 |                           |      |   | 38,399  |  |   | 36,507  |   |  |   | 35,628 
|                                             |  |                            |        |                           |      |   |         |  |   |         |   |  |   |        





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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS



We have made forward-looking statements in this report 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 words such as believes, expects, anticipates or similar
expressions, we are making forward-looking statements. You should note that an investment in our securities involves certain risks and uncertainties that could affect our future financial results. Our actual results could differ materially from
those anticipated in these forward-looking statements as a result of certain factors, including those set forth in Certain Factors Which May Affect Our Business or Future Operating Results and elsewhere in this report.



We believe it is important to communicate our expectations to our investors.
However, there may be events in the future that we are not able to predict accurately or over which we have no control. The risks described in Certain Factors Which May Affect Our Business or Future Operating Results included in this
report, as well as any cautionary language in this report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements.



All forward-looking statements attributable to us or persons acting on our
behalf are expressly qualified in their entirety by the cautionary statements set forth in this report. Except as required by federal securities laws, we are under no obligation to update any forward-looking statement, whether as a result of new
information, future events, or otherwise.



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



Overview



We are a fabless semiconductor company that designs and markets high performance integrated circuits for the following key markets: (i) digital consumer
electronics, (ii) networking, (iii) mobile communications and (iv) automotive electronics. Our primary products are high speed and low power SRAM and low and medium density DRAM. We were founded in October 1988 and initially focused on high
performance, low cost SRAM for PC cache memory applications. In 1997, we introduced our first low and medium density DRAM products. Historically, our SRAM product family generated most of our revenue. However, in 2001, the high-end networking and
telecom markets slowed and this adversely impacted our SRAM revenue. During this period, we increased our focus on the digital consumer electronics, mobile communications and automotive electronics markets. As a result of our success in the digital
consumer electronics market, sales of our low and medium density DRAM products have increased significantly and represented a majority of our net sales in fiscal 2004 and the three and nine months ended June 30, 2005.



In order to limit and control our operating expenses, in recent years we have
reduced our headcount in the U.S. and transferred various functions to our subsidiary in Taiwan and our subsidiary in China. Our acquisition of ICSI was a key part of this strategy. We believe this has enabled us to limit our operating expenses
while simultaneously locating these functions closer to our manufacturing partners and our customers. As a result of these efforts, we currently have more employees in Asia than we do in the U.S. We intend to continue these strategies going forward.



As a fabless semiconductor company, our business model is less
capital intensive because we rely on third parties to manufacture, assemble and test our products. Because of our dependence on third-party wafer foundries, our ability to increase our unit sales volumes depends on our ability to increase our wafer
capacity allocation from current foundries, add additional foundries and improve yields of die per wafer.



Although average selling prices of our SRAM and DRAM products have generally declined over time, the selling prices are very sensitive to supply and
demand conditions in our target markets. While the average selling prices for certain of our products increased during the first three quarters of fiscal 2004, the average selling prices for our products declined significantly in the fourth quarter
of fiscal 2004. We experienced further declines in the average selling prices for certain of our products in the first three quarters of fiscal 2005. We expect average selling prices for our products to decline in the future, principally due to
increased market competition and an increased supply of competitive



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products in the market. Any future decreases in our average selling prices would have an adverse impact on our revenue
growth rate, gross margins and operating margins. Our ability to maintain or increase revenues will be highly dependent upon our ability to increase unit sales volumes of existing products and to introduce and sell new products in quantities
sufficient to compensate for the anticipated declines in average selling prices of existing products. Declining average selling prices will adversely affect gross margins unless we are able to offset such declines with commensurate reductions in per
unit costs or changes in product mix in favor of higher margin products.



Revenue from product sales to our direct customers is recognized upon shipment provided that persuasive evidence of a sales arrangement exists, the price is fixed and determinable, title has transferred, collection of
resulting receivables is reasonably assured, there are no customer acceptance requirements and there are no remaining significant obligations. A portion of our sales is made to distributors under agreements that provide the possibility of certain
sales price rebates and limited product return privileges. Given the uncertainties associated with the levels of returns and other credits that will be issued to these distributors, we defer recognition of such sales until our products are sold by
the distributors to their end customers. Revenue from sales to distributors who do not have sales price rebates or product return privileges is recognized at the time our products are sold by us to the distributors.



We market and sell our products in Asia, the U.S. and Europe through our
direct sales force, distributors and sales representatives. The percentage of our revenues for products shipped outside the U.S. was approximately 85%, 88%, 87% and 87% in the first nine months of fiscal 2005, the first nine months of fiscal 2004,
fiscal 2004 and fiscal 2003, respectively. We measure revenue location by the shipping destination, even if the customer is headquartered in the U.S. The concentration of our revenues from Asia is largely due to our success in the digital consumer
electronics market. We anticipate that sales to international customers will continue to represent a significant percentage of our net sales. The percentages of our revenues by region are set forth in the following table:



|       |  |                           |   |  |                                 |   |  |      |   |  |      |  
|------ |  | ------------------------- | - |  | ------------------------------- | - |  | ---- | - |  | ---- | -
|       |  | Nine Months EndedJune 30, |   |  | Fiscal Years EndedSeptember 30, |  
|       |  | 2005                      |   |  | 2004                            |   |  | 2004 |   |  | 2003 |  
|Asia   |  | 74                        | % |  | 77                              | % |  | 75   | % |  | 77   | %
|Europe |  | 10                        |   |  | 10                              |   |  | 11   |   |  | 10   |  
|U.S.   |  | 15                        |   |  | 12                              |   |  | 13   |   |  | 13   |  
|Other  |  | 1                         |   |  | 1                               |   |  | 1    |   |  |     |  
|       |  |                           |   |  |                                 |   |  |      |   |  |      |  
|Total  |  | 100                       | % |  | 100                             | % |  | 100  | % |  | 100  | %
|       |  |                           |   |  |                                 |   |  |      |   |  |      |  



Our sales are
generally made by purchase orders. Because industry practice allows customers to reschedule or cancel orders on relatively short notice, backlog is not a good indicator of our future sales. Cancellations of customer orders or changes in product
specifications could result in the loss of anticipated sales without allowing us sufficient time to reduce our inventory and operating expenses.



Since a significant portion of our revenue is from the digital consumer electronics market, our business may be subject to seasonality, with increased
revenues in the third and fourth calendar quarters of each year, when customers place orders to meet year-end holiday demand. However, broad fluctuations in our overall business in the past several years makes it difficult for us to assess the
impact of seasonal factors on our business.



On January 25,
2005, we announced our intention to acquire ICSI. ICSI is a public company in Taiwan and trades on the Taiwan Stock Exchange. Prior to this transaction, we owned approximately 29% of ICSI and two ISSI directors, Mr. Lee and Mr. Tanigami, held seats
on the board of ICSI. In addition, we owned approximately $3.8 million of ICSI convertible debentures at March 31, 2005. In the six months ended June 30, 2005, we purchased additional shares of ICSI in the open market for approximately $31.6 million
increasing our ownership percentage to approximately 61% at June 30, 2005. The total purchase price for this 61% interest was approximately $40.1 million. We plan to acquire substantially all of the remaining outstanding shares of ICSI in August
2005 for cash of approximately $38 million.



Our financial
results for fiscal 2004 and fiscal 2005 through the period ended April 30, 2005 reflect accounting for ICSI on the equity basis and include our percentage share of the results of ICSIs operations. On May 1, 2005, we



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assumed effective control of ICSI. Mr. Lee was elected Chairman of ICSI on May 6, 2005. On April 28, 2005, ISSI and ICSI
executed loan documents whereby we would loan $15 million to ICSI, of which $13 million had been funded and was outstanding as of June 30, 2005. ICSI agreed to collateralize the loan with a mortgage on its building in Taiwan and the lien documents
were effective April 28, 2005. Effective May 1, 2005 ICSI management began formally reporting to us. As a result of these events, and in accordance with generally accepted accounting principles, we began consolidating the financial results of ICSI
with our own results as of May 1, 2005.



Our financial results
for fiscal 2004 and fiscal 2005 through the period ended November 30, 2004 reflect accounting for Signia Technologies Inc. (Signia) on the cost basis. Effective December 2004, our ownership of Signia became greater than 50% and we began
consolidating the results of Signia.



Our financial results for
the first six months of fiscal 2005 and fiscal 2004 reflect accounting for E-CMOS Technology Corporation (E-CMOS), GetSilicon, and NexFlash Technologies (NexFlash) on the cost basis. Our financial results for fiscal 2004 until their IPO in March
2004, reflect accounting for Semiconductor Manufacturing International Corporation (SMIC) on the cost basis. Since SMICs IPO, we account for our shares in SMIC under the provisions of FASB 115 and have marked our investment to the market value
as of June 30, 2005 by increasing other assets and by increasing accumulated comprehensive income in the equity section of the balance sheet. ICSI is a Taiwan-based fabless memory supplier, E-CMOS is a Taiwan-based peripherals interface device
company, GetSilicon is a semiconductor supply chain management software company, NexFlash is a Flash memory supplier, Signia Technologies is a developer of wireless semiconductors, and SMIC is a China-based semiconductor foundry. At June 30, 2005,
we owned approximately 61% of ICSI, approximately 11% of E-CMOS, approximately 68% of Signia Technologies and less than 2% of SMIC. We sold our interest in NexFlash in the June 2005 quarter.



We are subject to the risks of conducting business internationally, including
economic conditions in Asia, particularly Taiwan and China, changes in trade policy and regulatory requirements, duties, tariffs and other trade barriers and restrictions, the burdens of complying with foreign laws and, possibly, political
instability. All of our foundries and assembly and test subcontractors are located in Asia. Although we transact business predominately in U.S. dollars, we do have some transactions in New Taiwan dollars, in Hong Kong dollars and in China Renminbi.
Such transactions expose us to the risk of exchange rate fluctuations. We monitor our exposure to foreign currency fluctuations, but have not to date adopted any hedging strategy. There can be no assurance that exchange rate fluctuations will not
harm our business and operating results in the future.



Critical Accounting
Policies



The preparation of financial statements in
conformity with accounting principles generally accepted in the U.S. requires management to make difficult and subjective estimates, judgments and assumptions. These estimates, judgments and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. The estimates and judgments that we use in applying our
accounting policies have a significant impact on the results we report in our financial statements. We base our estimates and judgments on our historical experience combined with knowledge of current conditions and our beliefs of what could occur in
the future, considering the information available at the time. Actual results could differ from those estimates and such differences may be material to our financial statements. We reevaluate our estimates and judgments on an ongoing basis.



Our critical accounting policies which are impacted by our
estimates are: (i) the valuation of our inventory, which impacts cost of goods sold and gross profit; (ii) the valuation of our allowance for sales returns and allowances, which impacts net sales; (iii) the valuation of our allowance for doubtful
accounts, which impacts general and administrative expense; and (iv) the valuation of our non-marketable equity securities, which impacts gains and losses on equity securities when we record impairments. Each of these policies is described in more
detail below. We also have other key accounting policies that may not require us to make estimates and judgments that are as subjective or difficult, for instance, our policies with regard to revenue recognition, including the deferral of revenues
on sales to distributors with sales price rebates and product return privileges. These policies are described in the notes to our financial statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2004.



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Valuation of inventory. Our inventories are stated at the lower of cost or market value.
Determining market value requires us to project unit prices and volumes for future periods in which we expect to sell inventory on hand as of the balance sheet date. As a result of these estimates, we may record a charge to cost of goods sold, which
decreases our gross profit, in advance of when the inventory is actually sold to reflect market values that are below our manufacturing and sales commission costs. Conversely, if we sell inventory that has previously been written down to the lower
of cost or market at more favorable prices than we had forecasted at the time of the write-down, our gross profit may be higher. In addition to lower of cost or market write-downs, we also analyze inventory to determine whether any of it is excess,
obsolete or defective. We write down to zero dollars (which is a charge to cost of goods sold) the carrying value of inventory on hand in excess of six months historical sales volumes to cover estimated excess and obsolete exposures, unless
adjustments are made based on our judgments for newer products, end of life products or planned inventory increases. In making such judgments to write down inventory, we take into account the product life cycles which can range from six to 30
months, the stage in the life cycle of the product, and the impact of competitors announcements and product introductions on our products.



Valuation of allowance for sales returns and allowances. Net sales consist principally of total product sales less estimated sales returns. To
estimate sales returns and allowances, we analyze potential customer specific product application issues, potential quality and reliability issues and historical returns. We evaluate quarterly the adequacy of the reserve for sales returns and
allowances. This reserve is reflected as a reduction to accounts receivable in our consolidated balance sheets. Increases to the reserve are recorded as a reduction to net sales. Because the reserve for sales returns and allowances is based on our
judgments and estimates, particularly as to product application, quality and reliability issues, our reserves may not be adequate to cover actual sales returns and other allowances. If our reserves are not adequate, our net sales could be adversely
affected.



Valuation of allowance for doubtful accounts.
We maintain an allowance for doubtful accounts for losses that we estimate will arise from our customers inability to make required payments for goods and services purchased from us. We make our estimates of the uncollectibility of our
accounts receivable by analyzing historical bad debts, specific customer creditworthiness and current economic trends. Once an account is deemed unlikely to be fully collected, we write down the carrying value of the receivable to the estimated
recoverable value, which results in a charge to general and administrative expense, which decreases our profitability.



Valuation of non-marketable securities. Our ability to recover our strategic investments in equity securities that are non-marketable and to earn a
return on these investments is largely dependent on financial market conditions and the occurrence of liquidity events, such as initial public offerings, mergers or acquisitions, and private equity transactions. The timing of when any of these
events may occur is uncertain and very difficult to predict. In addition, under our accounting policy, we are required to periodically review all of our investments for impairment. In the case of non-marketable equity securities, this requires
significant judgment on our part, including an assessment of the investees financial condition, the existence of subsequent rounds of financing and the impact of any relevant equity preferences, as well as the investees historical
results of operations and projected results and cash flows. If the actual outcomes for the investees are significantly different from their forecasts, the carrying value of our non-marketable equity securities may be overstated, and we may
incur additional charges in future periods, which will decrease our profitability. At June 30, 2005, our strategic investments in non-marketable securities totaled $4.8 million.



Impact of Recently Issued Accounting Standards



In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment (SFAS 123R),
which replaces SFAS No. 123, Accounting for Stock-Based Compensation (SFAS 123) and supercedes APB Opinion No. 25, Accounting for Stock Issued to Employees. SFAS 123R requires all share-based payments to
employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The pro forma disclosures previously permitted under SFAS 123, no longer will be an alternative to financial statement
recognition. In April 2005, the Securities and Exchange Commission (SEC) announced a delay in the effective date of the option-expensing requirements of SFAS 123R. We are now required and plan to adopt SFAS 123R in the first quarter of fiscal 2006,
beginning October 1, 2005. Under SFAS 123R, we must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost and the transition method to be used at date of adoption. The
transition methods include prospective and retroactive adoption options. Under the retroactive options, prior periods may be restated either as of the beginning of the year of adoption or for all





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periods presented. The prospective method requires that compensation expense be recorded for all unvested stock options
and restricted stock at the beginning of the first quarter of adoption of SFAS 123R, while the retroactive methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated.



In March 2005, the SEC issued Staff Accounting Bulletin No.
107 (SAB 107) regarding the SECs interpretation of SFAS 123R and the valuation of share-based payments for public companies. We are evaluating the requirements of SFAS 123R and SAB 107 and expect that the adoption of SFAS 123R on
October 1, 2005 will have a material impact on our consolidated results of operations and earnings per share. We have not yet determined the method of adoption or the effect of adopting SFAS 123R, and we have not determined whether the adoption will
result in amounts that are similar to the current pro forma disclosures under SFAS 123.



Three Months Ended June 30, 2005 Compared to Three Months Ended June 30, 2004



Net Sales. Net sales consist principally of total product sales less estimated sales returns. Net sales decreased by 8% to $53.7 million in the
three months ended June 30, 2005 from $58.1 million in the three months ended June 30, 2004. The three months ended June 30, 2005 includes two months of revenue of approximately $18.2 million attributable to the consolidation of ICSI. The increase
in unit shipments of our DRAM products in the three months ended June 30, 2005 compared to the three months ended June 30, 2004 was more than offset by the decrease in the average selling prices for such products resulting in an overall decrease in
DRAM revenue. In the three months ended June 30, 2005, there was an overall reduction in our SRAM revenue as a result of a decrease in unit shipments coupled with a decline in the average selling prices of SRAM products compared to the three months
ended June 30, 2004. 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. There can be no assurance that any future price declines
will be offset by higher volumes or by higher prices on newer products.



In the three month period ended June 30, 2005, no single customer accounted for over 10% of net sales. Sales to Asian Information Technology Inc. accounted for approximately 10% of our total net sales for the three months ended June 30,
2004. As sales to this customer are executed pursuant to purchase orders and no purchasing contract exists, this customer can cease doing business with us at any time.



Gross Profit. Cost of sales includes die cost from the wafers acquired from foundries, subcontracted package,
assembly and test costs, costs associated with in-house product testing, quality assurance and import duties. Gross profit decreased by $6.5 million to $7.3 million in the three months ended June 30, 2005 from $13.8 million in the three months ended
June 30, 2004. Our gross margin decreased to 13.6% in the three months ended June 30, 2005 from 23.8% in the three months ended June 30, 2004. The decrease in gross profit was principally due to a decrease in the average selling prices of our DRAM
products, specifically our 16 and 64 Mb products, in the three months ended June 30, 2005 compared to the three months ended June 30, 2004. In addition, declines in the average selling prices of our DRAM products more than offset declines in the
cost of our DRAM products in three months ended June 30, 2005 compared to three months ended June 30, 2004 resulting in a decline in our DRAM gross margin. Decreases in the units shipments of our SRAM products coupled with decreases in the average
selling prices of such products in the three months ended June 30, 2005 compared to the three months ended June 30, 2004 resulted in a decrease in gross profit. In addition, declines in the average selling prices of our SRAM products more than
offset declines in the cost of our SRAM products in three months ended June 30, 2005 compared to three months ended June 30, 2004 resulting in a decline in our DRAM gross margin. We believe that the average selling prices of our products will
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 addition, product unit costs could
increase if our suppliers raise prices, which could result in a material decline in our gross margin. In the past, foundries have raised wafer prices when demand for end products increases. Although we have product cost reduction programs in place
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 decreased by 10% to $5.1 million in the three months ended June 30, 2005 compared to
$5.6 million in the three months ended June 30, 2004. As a percentage of net sales, research and development expenses decreased to 9.4% in the three months ended June 30, 2005 from 9.7% in the



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three months ended June 30, 2004. The decrease in absolute dollars was primarily the result of a reduction in payroll
related expenses in the U.S. In addition, mask expenses decreased as we focused our development efforts on a limited number of products. These factors were partially offset by an increase in research and development expenses attributable to our
consolidation of Signia beginning in December 2004 and ICSI beginning in May 2005 (see In-Process Research and Development below). Our research and development expenses could increase in absolute dollars in future periods due to increased costs
associated with the development of new products.



Selling,
General and Administrative. Selling, general and administrative expenses increased by 38% to $6.1 million in the three months ended June 30, 2005 from $4.4 million in the three months ended June 30, 2004. As a percentage of net sales, selling,
general and administrative expenses increased to 11.3% in the three months ended June 30, 2005 from 7.5% in the three months ended June 30, 2004. The increase in selling, general and administrative expenses is primarily attributable to our
consolidation of Signia beginning in December 2004 and ICSI beginning in May 2005. These factors were partially offset by decreased selling commissions associated with lower revenues in the three months ended June 30, 2005 compared to the three
months ended June 30, 2004. Changes in corporate governance rules, in particular, complying with the internal control requirements of the Sarbanes-Oxley Act of 2002 Section 404, have had and will continue to result in increased internal efforts,
significantly higher fees from our independent accounting firm and significantly higher fees from third party contractors. As a result, we expect our selling, general and administrative expenses will increase in absolute dollars in future quarters,
although such expenses may fluctuate as a percentage of net sales.



In-process Research and Development. In the six months ended June 30, 2005, we purchased additional shares of ICSI in the open market for approximately $31.6 million increasing our ownership percentage to approximately 61% at June
30, 2005. The total purchase price, including our previous investment of $8.5 million, was $40.1 million. In the June 2005 quarter, we consolidated the ICSI May and June financial results and allocated the current portion of the purchase price. The
valuation and purchase allocation is preliminary and is subject to further adjustment. The allocation of the purchase price of ICSI includes both tangible assets and acquired intangible assets including both developed technology and in-process
research and development (IPR&D). The $1.5 million allocated to IPR&D was expensed in our quarter ending June 30, 2005, as it was deemed to have no future alternative value. The purchase price allocation, including an additional charge to
IPR&D, will increase in the September 2005 quarter when ISSI acquires additional shares of ICSI.



Other income, net. Other income, net was $0.9 million in the three months ended June 30, 2005 compared to $0.1 million in the three months ended
June 30, 2004. In the three months ended June 30, 2005, interest income increased by approximately $0.3 million compared to the three months ended June 30, 2004 as the result of higher interest rates. In the three months ended June 30, 2005, we
recorded a gain of approximately $0.2 million from the sale of fixed assets. In the three months ended June 30, 2004, we recorded a charge of approximately $0.2 million related to the decrease in the fair value of the embedded derivative associated
with the ICSI convertible debenture.



Gain on sale of
investments. In the three months ended June 30, 2005, we sold our equity interest in NexFlash for approximately $2.2 million which resulted in a pre-tax gain of $0.5 million. We did not sell any investments in the three months ending June 30,
2004.



Provision for income taxes.The provision for
income taxes for the three month period ended June 30, 2005 of $9,000 consists solely of foreign withholding taxes. We have a full valuation allowance against our deferred tax assets due to our operating loss history and have not recorded any tax
benefit for our deferred tax assets for the three month period ended June 30, 2005. The provision for income taxes for the three month period ended June 30, 2004 of $119,000 consists of alternative minimum taxes.



Minority interest in net loss of consolidated subsidiary.In December
2004, we increased our ownership in Signia to approximately 68% of the outstanding shares from 15% at September 30, 2004. The cost of this additional investment was approximately $8.1 million in cash. The results of Signias operations are
included in our consolidated financial statements as of December 2004. The minority interest in net loss of consolidated subsidiary includes the minority shareholders proportionate share of the net loss of Signia for the three months ended
June 30, 2005.



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In the six months ended June 30, 2005, we purchased additional shares of ICSI in the open market for
approximately $31.6 million increasing our ownership percentage to approximately 61% at June 30, 2005. The total purchase price, including our previous investment of $8.5 million, was $40.1 million. We plan to acquire substantially all of the
remaining outstanding shares of ICSI in August 2005 for cash of approximately $38 million. On May 1, 2005, ISSI assumed effective control of ICSI and in accordance with generally accepted accounting principles, we began consolidating the financial
results of ICSI with our own results as of such date. The minority interest in net loss of consolidated subsidiary includes the minority shareholders proportionate share of the net loss of ICSI for the two months ended June 30, 2005.



Equity in net income (loss) of affiliated companies.
Equity in net income (loss) of affiliated companies was a $1.1 million loss in the three months ended June 30, 2005 compared to $1.8 million income in the three months ended June 30, 2004. The $1.1 million loss in the three months ended June 30,
2005 primarily reflects our equity interest in ICSIs financial results for Apri1 2005. In the three months ended June 30, 2005, we increased our ownership percentage in ICSI to approximately 61% and effective May 1, 2005, we began
consolidating the financial results of ICSI with our results in accordance with generally accepted accounting principles.



Nine Months Ended June 30, 2005 Compared to Nine Months Ended June 30, 2004



Net Sales. Net sales decreased by 20% to $120.0 million in the nine months ended June 30, 2005 from $149.9 million in
the nine months ended June 30, 2004. The nine months ended June 30, 2005 includes two months of revenue of approximately $18.2 million attributable to the consolidation of ICSI. The decrease in sales was principally due to a decrease in the average
selling prices of our DRAM products, specifically our 16, 64 and 128 Mb devices, partially offset by an increase in unit shipments for such products in the nine months ended June 30, 2005 compared to the nine months ended June 30, 2004. The decline
in unit shipments of our SRAM products in the nine months ended June 30, 2005 compared to the nine months ended June 30, 2004 more than offset the increase in the average selling prices resulting in an overall decrease in SRAM revenue. 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. There can be no assurance that any future price declines will be offset by higher volumes or
by higher prices on newer products.



In the nine month period
ended June 30, 2005, no single customer accounted for over 10% of our net sales. Sales to Asian Information Technology Inc. accounted for approximately 10% of our total net sales for the nine months ended June 30, 2004. As sales to this customer are
executed pursuant to purchase orders and no purchasing contract exists, this customer can cease doing business with us at any time.



Gross Profit. Gross profit decreased by $28.6 million to $6.1 million in the nine months ended June 30, 2005 from $34.7 million in the nine months
ended June 30, 2004. Gross margin decreased to 5.0% in the nine months ended June 30, 2005 from 23.1% in the nine months ended June 30, 2004. Our gross margin for the nine months ended June 30, 2005 included inventory write-downs of $10.9 million
predominately as a result of applying our lower-of-cost-or-market inventory valuation policy. Excluding the inventory write-downs in the nine months ended June 30, 2005, the decrease in gross profit was principally due to a decrease in the average
selling prices of our DRAM products, specifically our 16, 64 and 128 Mb devices, in the nine months ended June 30, 2005 compared to the nine months ended June 30, 2004. In addition, declines in the average selling prices of our DRAM products more
than offset declines in the cost of our DRAM products in the nine months ended June 30, 2005 compared to the nine months ended June 30, 2004 resulting in a decline in our DRAM gross margin. Decreases in the unit shipments of our SRAM products more
than offset increases in the average selling prices in the nine months ended June 30, 2005 compared to the nine months ended June 30, 2004 resulting in a decrease in gross profit. However, increases in the average selling prices of our SRAM products
offset any increases in product costs resulting in relatively flat gross margins for our SRAM products in the nine months ended June 30, 2005 compared to the nine months ended June 30, 2004. We believe that the average selling prices of our products
will 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 addition, product unit costs
could increase if our suppliers raise prices, which could result in a material decline in our gross margin. In the past, foundries have raised wafer prices when demand for end products increases. Although we have product cost reduction programs in
place 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.



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Research and Development. Research and development expenses decreased by 6% to $14.8 million in
the nine months ended June 30, 2005 from $15.7 million in the nine months ended June 30, 2004. As a percentage of net sales, research and development expenses increased to 12.3% in the nine months ended June 30, 2005 from 10.5% in the nine months
ended June 30, 2004. The decrease in absolute dollars was primarily the result of a reduction in expenses associated with new product development as we limited the focus of our development efforts resulting in a reduction in mask costs. In addition,
payroll related expenses in the U.S. and depreciation expense decreased in the nine months ended June 30, 2005 compared to the nine months ended June 30, 2004. These factors were partially offset by an increase in research and development expenses
attributable to our consolidation of Signia beginning in December 2004 and ICSI beginning in May 2005 (see In-process Research and Development below).



Selling, General and Administrative. Selling, general and administrative expenses increased by 28% to $15.7 million in the nine months ended June
30, 2005 from $12.2 million in the nine months ended June 30, 2004. As a percentage of net sales, selling, general and administrative expenses increased to 13.1% in the nine months ended June 30, 2005 from 8.2% in the nine months ended June 30,
2004. The increase in selling, general and administrative expenses is primarily attributable to our consolidation of Signia beginning in December 2004 and ICSI beginning in May 2005. In addition, we had a $1.1 million write-off of excess facility
space in our Santa Clara headquarters in the March 2005 quarter. These factors were partially offset by decreased selling commissions associated with lower revenues in the nine months ended June 30, 2005 compared to the nine months ended June 30,
2004.



In-process Research and Development. In December
2004, we acquired a majority ownership in Signia. As of March 31, 2005, we had increased our ownership to approximately 68% by buying common shares from other shareholders. The cost of this additional investment was approximately $8.1 million in
cash which includes $0.4 million in estimated transaction costs. Prior to this increase, we owned approximately 15% of the outstanding equity of Signia and accounted for our investment on the cost basis. Since we increased our ownership to 68%,
beginning from December 1, 2004 we consolidate Signias financial statements with our own. The total purchase price, including our previous investment of $1.1 million, was $9.2 million. In the December 2004 quarter, we consolidated Signia based
on preliminary valuation data. During the March 2005 quarter, the valuation data was refined and our best estimate has been presented as of March 31, 2005. Management is continuing to assess the valuation of the acquisition and potential adjustments
could be made in the September 2005 quarter. The estimated allocation of the purchase price of Signia includes both tangible assets and acquired intangible assets including both developed technology as well as in-process research and development
(IPR&D). The $0.4 million allocated to IPR&D was expensed in our quarter ending March 31, 2005, as it was deemed to have no future alternative value.



In the six months ended June 30, 2005, we purchased additional shares of ICSI in the open market for approximately $31.6
million increasing our ownership percentage to approximately 61% at June 30, 2005. The total purchase price, including our previous investment of $8.5 million, was $40.1 million. In the June 2005 quarter, we consolidated the ICSI May and June
financial results and allocated the current portion of the purchase price. The valuation and purchase allocation is preliminary and is subject to further adjustment. The allocation of the purchase price of ICSI includes both tangible assets and
acquired intangible assets including both developed technology and in-process research and development (IPR&D). The $1.5 million allocated to IPR&D was expensed in our quarter ending June 30, 2005, as it was deemed to have no future
alternative value. The purchase price allocation, including an additional charge to IPR&D, will increase in the September 2005 quarter when ISSI acquires additional shares of ICSI.



Other income, net. Other income, net was $2.3 million in the nine
months ended June 30, 2005 compared to $1.1 million in the nine months ended June 30, 2004. In the nine months ended June 30, 2005, interest income increased by approximately $1.1 million compared to the nine months ended June 30, 2004 as the result
of higher cash balances and interest rates. In the nine months ended June 30, 2005, we recorded a gain of approximately $0.5 million from the sale of fixed assets. In addition, in the nine months ended June 30, 2004, we recorded a gain of
approximately $0.3 million in connection with the completion of the liquidation of our subsidiary D2Code in Korea.



Gain on sale of investments. In the nine months ended June 30, 2005, we sold shares of SMIC for approximately $5.6 million which resulted in a
pre-tax gain of $2.9 million. In addition, we sold our investment in



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NexFlash for approximately $2.2 million which resulted in a pre-tax gain of $0.5 million. On March 17, 2004, SMIC
completed its IPO. As a result of our sale of shares of SMIC in the IPO, we recorded gross proceeds of approximately $13.2 million in the March 2004 quarter resulting in a pre-tax gain of approximately $8.7 million.



Provision for Income Taxes.The provision for income taxes for the
nine month period ended June 30, 2005 of $26,000 consists solely of foreign withholding taxes. We have a full valuation allowance against our deferred tax assets due to our operating loss history and have not recorded any tax benefit for our
deferred tax assets for the nine month period ended June 30, 2005. The provision for income taxes for the nine month period ended June 30, 2004 of $497,000 consists of alternative minimum taxes.



Minority interest in net loss of consolidated subsidiary.The minority
interest in net loss of consolidated subsidiary includes the minority shareholders proportionate share of the net loss of Signia for the seven months ended June 30, 2005 and the minority shareholders proportionate share of the net loss
of ICSI for the two months ended June 30, 2005.



Equity in net income (loss) of affiliated companies.Equity in net income (loss) of affiliated companies was a $11.8 million loss in the nine months ended June 30, 2005 compared to $3.0 million income in the nine months ended June
30, 2004. This primarily reflects a decline in ICSIs financial results as a result of inventory write-downs in the nine months ended June 30, 2005 compared to the nine months ended June 30, 2004. In addition, in the nine months ended June 30,
2005, we increased our ownership percentage in ICSI to approximately 61% from 29% and effective May 1, 2005, we began consolidating the financial results of ICSI with our results in accordance with generally accepted accounting principles.



Liquidity and Capital Resources



As of June 30, 2005, our principal sources of liquidity included cash, cash
equivalents, restricted cash and short-term investments of approximately $101.5 million. During the nine months ended June 30, 2005, operating activities used cash of approximately $2.7 million compared to $22.7 million used in the nine months ended
June 30, 2004. The principle uses of cash during the nine months ended June 30, 2005 were our net loss of $31.7 million adjusted for non-cash items of $12.2 million (the gain on the sale of SMIC shares of $(2.9) million, the gain on the sale of
NexFlash shares of $(0.5) million, equity in net loss of affiliated companies of $11.8 million, depreciation of $2.5 million, in-process research and development charge of $1.9 million, other non-cash items of $(0.6) million) and decreases in
accounts payable of $9.6 million primarily driven by a decrease in inventory purchases in an effort to manage inventory levels, decreases in accrued expenses of $3.5 million and increases in other assets of $0.8 million. These uses were partially
offset by decreases in inventories of $17.8 million as a result of inventory write-downs and a decrease in inventory purchases in an effort to manage inventory levels and decreases in accounts receivables of $12.9 million as a result of improved
collections.



In the nine months ended June 30, 2005, we
generated $44.2 million from investing activities compared to $82.3 million used in the nine months ended June 30, 2004. The cash generated from investing activities in the nine months ended June 30, 2005 primarily resulted from net sales of
available-for-sale securities of $67.3 million. In addition, in the nine months ended June 30, 2005, we generated approximately $5.6 million from the sale of additional shares of SMIC, resulting in a pre-tax gain of approximately $2.9 million. In
addition, in the nine months ended June 30, 2005, we generated approximately $2.2 million from the sale of shares of NexFlash (which includes the $0.5 million of NexFlash shares purchased in the March 2005 quarter) resulting in a pre-tax gain of
approximately $0.5 million and approximately $0.5 million from the sale of fixed assets. We used approximately $6.8 million, net of cash receipts, for our additional investment in Signia which is comprised of cash used for the purchase of Signia
shares of $7.7 million less cash acquired as a result of our consolidation of Signia of $0.9 million. We used approximately $23.2 million, net of cash receipts, for our additional investment in ICSI which is comprised of cash used for the purchase
of ICSI shares of $31.6 million less cash acquired as a result of our consolidation of ICSI of $8.4 million. The cash used for investing activities in the nine months ended June 30, 2004 primarily resulted from net purchases of available-for-sale
securities of $95.0 million. We generated approximately $13.2 million from our sale of shares in the SMIC IPO in March 2004.



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In the nine months ended June 30, 2005, we made capital expenditures of approximately $1.0 million for
test equipment and engineering tools. We expect to spend approximately $2.0 million to $5.0 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 expect to fund our capital expenditures from our existing cash and cash equivalent balances.



We used $12.7 million for financing activities during the nine months ended June 30, 2005 compared to $101.4 million generated in the nine months ended
June 30, 2004. In the nine months ended June 30, 2005, we used $15.0 million to pay convertible debentures and $1.8 million to repay short-term debt acquired in the consolidation of ICSI. The source of financing for the nine months ended June 30,
2005, was proceeds from the issuance of common stock of $2.2 million from stock option exercises and sales under our employee stock purchase plan and a decrease in restricted cash of $1.2 million and borrowings of $0.6 million under ICSI lines of
credit. In the three months ended March 31, 2004, we completed a follow-on public offering of our common stock whereby we sold 6,025,000 shares at a public offering price of $16.50 per share. Proceeds from this offering, net of commissions,
discounts and expenses, were $93.5 million. In addition, in the nine months ended June 30, 2004, we generated $7.9 million from the issuance of common stock from option exercises and sales under our employee stock purchase plan.



We lease our facilities including our headquarters in Santa Clara,
California, our field sales offices in the U.S. and Europe, and sales and engineering offices in Asia. In addition, ICSI leases the land in Taiwan on which their building is situated. Our leases expire at various dates through 2016. Our outstanding
commitments under these leases are approximately $5.0 million.



We generally warrant our products against defects in materials and workmanship for a period of 12 months. Liability for a stated warranty period is usually limited to replacement of defective items or return of amounts paid. Warranty
expense has historically been immaterial to our financial statements.



On January 25, 2005, we announced our intention to acquire ICSI. ICSI is a public company in Taiwan and trades on the Taiwan Stock Exchange. Prior to this transaction, we owned approximately 29% of ICSI. In addition, we owned approximately
$3.8 million of ICSI convertible debentures at March 31, 2005. In the six months ended June 30, 2005, we purchased additional shares of ICSI in the open market for approximately $31.6 million increasing our ownership percentage to approximately 61%
at June 30, 2005. The total purchase price, including our previous investment of $8.5 million, was $40.1 million. We plan to acquire substantially all of the remaining outstanding shares of ICSI in August 2005 for cash of approximately $38 million.
We also agreed to loan $15.0 million to ICSI under loan documents executed on April 28, 2005, of which $13.0 million had been funded as of June 30, 2005. ICSI agreed to collateralize the loan with a mortgage on its building in Taiwan and the lien
documents were effective on April 28, 2005.



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Our contractual cash obligations at June 30, 2005 are outlined in the table below:



|                                          |       |                        |                 |  |          |        |          |   |                  |  |   |     |  |   |      
|----------------------------------------- | ----- | ---------------------- | --------------- |  | -------- | ------ | -------- | - | ---------------- |  | - | --- |  | - | -----
|Contractual Obligations                   |       | Payments Due by Period
|                                          | Total |                        | Less than1 year |  | 1-3years |        | 3-5years |   | More than5 years
|                                          |       | (In thousands)        
|Operating leases                          |       | $                      | 4,951           |  | $        | 474    |          | $ | 2,690            |  | $ | 420 |  | $ | 1,367
|Purchase obligations with wafer foundries |       |                        | 18,353          |  |          | 18,353 |          |   |                 |  |   |    |  |   |     
|Non-cancelable purchase commitments       |       |                        |                |  |          |       |          |   |                 |  |   |    |  |   |     
|                                          |       |                        |                 |  |          |        |          |   |                  |  |   |     |  |   |      
|Total contractual cash obligations        |       | $                      | 23,304          |  | $        | 18,827 |          | $ | 2,690            |  | $ | 420 |  | $ | 1,367
|                                          |       |                        |                 |  |          |        |          |   |                  |  |   |     |  |   |      



We believe our
existing funds 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 equity or debt financings, sales of
shares of investments, bank borrowings, or the disposition of certain assets. From time to time, we may also evaluate potential acquisitions or equity investments including strategic investments in wafer fabrication foundries or assembly and test
subcontractors. 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.



Off-Balance Sheet Arrangements



As of June 30, 2005, we did not have any significant
off-balance sheet arrangements, as defined in Item 303 (a)(4)(ii) of SEC Regulation S-K.



Certain Factors Which May Affect Our Business or Future Operating Results



We have incurred significant losses 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 $31.7 million in the first nine
months of fiscal 2005, which included inventory write-downs of $10.9 million and charges of $11.7 million related to our equity interest in ICSI. Though we were profitable in the first three quarters of fiscal 2004, we incurred a loss of $15.6
million in the fourth quarter of fiscal 2004, which included an inventory write-down of $12.1 million. We incurred losses in the ten consecutive quarters ended September 30, 2003 totaling $124.0 million. We expect to incur a loss in the September
2005 quarter and may incur losses in subsequent quarters. Our ability to achieve and maintain profitability on a quarterly or fiscal year basis in the future will depend on a variety of factors, including the need for future inventory write-downs,
our ability to increase net sales, maintain or expand gross margins, introduce new products on a timely basis, secure sufficient wafer fabrication capacity and control operating expenses. Adverse developments with respect to these or other factors
could result in quarterly or annual operating losses in the future.



Our
financial statements consolidate the results of ICSI effective May 2005 and fluctuations in ICSIs results will also impact our results.



On January 25, 2005, we announced our intent to acquire the remaining 71% of ICSI that we did not then own. In the six months ended June 30, 2005, we
purchased additional shares of ICSI for approximately $31.6 million increasing our ownership percentage to approximately 61% at June 30, 2005. We plan to acquire substantially all of the remaining outstanding shares of ICSI in August 2005 for cash
of approximately $38 million. Our financial results for fiscal 2004 and fiscal 2005 through the period ended April 30, 2005 reflect accounting for ICSI on the equity basis and include our percentage share of the results of ICSIs operations.
Effective May 1, 2005, in accordance with generally accepted accounting principles, we began consolidating the financial results of ICSI with our own results. As a result, our statement of operations will be impacted by the financial results of ICSI
and the minority interest will be reflected in the minority interest in net loss of consolidated subsidiary.



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Our operating results are expected to continue to fluctuate and may not meet our financial guidance or published
analyst forecasts. This may cause the price of our common stock to decline significantly.



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;
| | - |  | ----------------------------------------------



| |  |  | declines in average selling prices of our products;
| | - |  | ---------------------------------------------------



| |  |  | inventory write-downs for lower of cost or market or excess and obsolete;
| | - |  | -------------------------------------------------------------------------



| |  |  | excess inventory levels at our customers;
| | - |  | -----------------------------------------



| |  |  | decreases in the demand for our products;
| | - |  | -----------------------------------------



| |  |  | oversupply of memory products in the market;
| | - |  | --------------------------------------------



| |  |  | shortages in foundry, assembly or test capacity;
| | - |  | ------------------------------------------------



| |  |  | disruption in the supply of wafers, assembly or test services;
| | - |  | --------------------------------------------------------------



| |  |  | changes in our product mix which could reduce our gross margins;
| | - |  | ----------------------------------------------------------------



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



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



| |  |  | market acceptance of ours and our customers products;
| | - |  | ------------------------------------------------------



| |  |  | economic slowness and low end-user demand;
| | - |  | ------------------------------------------



| |  |  | our failure to anticipate changing customer product requirements;
| | - |  | -----------------------------------------------------------------



| |  |  | fluctuations in manufacturing yields at our suppliers;
| | - |  | ------------------------------------------------------



| |  |  | our failure to deliver products to customers on a timely basis;
| | - |  | ---------------------------------------------------------------



| |  |  | the timing of significant orders;
| | - |  | ---------------------------------



| |  |  | increased expenses associated with new product introductions, masks or process changes;
| | - |  | ---------------------------------------------------------------------------------------



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



| |  |  | the commencement of, or developments with respect to, any litigation or future antidumping proceedings.
| | - |  | -------------------------------------------------------------------------------------------------------





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Our sales depend on DRAM and SRAM products and reduced demand for these products or a decline in average selling
prices could harm our business.



In the nine months ended
June 30, 2005, approximately 88% of our net sales were derived from the sale of DRAM and SRAM products, which are subject to unit volume fluctuations and declines in average selling prices that could harm our business. For example, in fiscal 2004,
we experienced a sequential decline in revenue from $58.1 million in our June 2004 quarter to $31.1 million in our September 2004 quarter. This decline was a result of a decrease in unit shipments of our products due to lower demand for electronic
products that use our devices, as well as a decline in the average selling prices of our products. We may not be able to offset any future price declines by higher volumes or by higher prices on newer products. Historically, average selling prices
for semiconductor memory products have declined, and we expect that average selling prices for our products will decline in the future. 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 that compensate for the anticipated declines in the average selling prices of our existing products.



Any future downturn in the markets we serve would harm our business and financial results.



Substantially all of our products are incorporated into products for the digital consumer electronics, networking, mobile
communications and automotive electronics markets. Historically, these markets have experienced cyclical depressed business conditions, often in connection with, or in anticipation of, a decline in general economic conditions or due to adverse
supply and demand conditions in such markets. For example, our sales declined significantly in the fourth quarter of fiscal 2004 compared to the third quarter of fiscal 2004 due to an oversupply of DRAM devices in the market and a general softness
in SRAM demand. Industry downturns have resulted in reduced demand and declining average selling prices for our products which adversely affected our business. We expect that our industry will remain cyclical, but are unable to predict when any
upturn or downturn will occur or how long it will last.



Shifts in
industry-wide capacity may cause our results to fluctuate. These shifts may occur quickly with little or no advance notice. Such shifts have resulted in significant inventory write-downs.



The semiconductor industry is highly cyclical and is subject to significant
downturns resulting from excess capacity, overproduction, reduced demand or technological obsolescence. 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. These shifts in industry conditions can occur quickly with little or no advance notice to us. Adverse changes in industry conditions are likely to result in a decline in average selling prices and the stated
value of inventory. In fiscal 2003, fiscal 2004 and the first nine months of fiscal 2005, we recorded inventory write-downs of $4.1 million, $17.3 million and $10.9 million, respectively. The inventory write-downs primarily related to valuing our
inventory at the lower-of-cost-or-market, and to a lesser extent, adjusting our inventory valuation for certain excess and obsolete products.



We write down to zero carrying value of inventory on hand in excess of six months historical sales volumes to cover estimated excess and obsolete
exposures, unless adjustments are made 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 six to 30 months, the stage in the life cycle of the product, the impact of competitors announcements and product introductions on our products.



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. Future additional inventory write-downs may occur due to lower of cost or market accounting, excess inventory or
inventory obsolescence.



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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
suppliers or any alternative sources in a timely manner, our business will be harmed. Our principal manufacturing relationships are with SMIC, Taiwan Semiconductor Manufacturing Corporation, or TSMC, Chartered Semiconductor Manufacturing, ProMOS
Technologies and Powerchip Semiconductor. Each of our wafer foundries also supplies wafers to other semiconductor companies, including certain of our competitors. Although we are allocated specific wafer capacity from our suppliers, we may not be
able to obtain such capacity in periods of tight supply. If any of our 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
obtain enough wafers to meet the market demand for our products which would adversely affect our revenues. In particular, our supply of wafers, especially from SMIC, in the June 2004 quarter was lower than our needs, which adversely impacted our
results for such period. Once a product is in production at a particular foundry, it is time consuming and costly to have such product manufactured at a different foundry. In addition, we may not be able to qualify additional manufacturing sources
for existing or new products in a timely manner and we cannot be certain that other manufacturing sources would be able to deliver an adequate supply of wafers to us.



Our gross margins may decline even in periods of increasing revenue.



Our gross margin is affected by a variety of factors including our mix of products sold, average selling prices for our
products and cost of wafers. Even when our revenues are increasing, our gross margin may be adversely affected if such increased revenue is from products with lower margins or declining average selling prices. During periods of strong demand, wafer
capacity is likely to be in short supply and we will likely have to pay higher prices for wafers which would adversely affect our gross margin unless we are able to increase our product prices to offset such costs. To maintain our gross margins when
average selling prices are declining, we must introduce new products with higher margins or reduce our cost per unit. There can be no assurance that we will be able to increase unit sales volumes, introduce and sell new products or reduce our cost
per unit.



We may encounter difficulties in effectively integrating ICSI or
other acquired businesses.



From time to time, we intend
to acquire other companies that we believe to be complementary to our business. Acquisitions may result in use of our cash resources, 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:



| |  |  | higher than 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;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | the risk that the markets for acquired products do not develop as expected; and
| | - |  | -------------------------------------------------------------------------------



| |  |  | the potential loss of key employees and customers as a result of the acquisition.
| | - |  | ---------------------------------------------------------------------------------



In this regard, in the nine months ended June 30, 2005, we increased our ownership in Signia to approximately 68% of the
outstanding shares. The cost of this additional investment was approximately $8.1 million in cash. We may encounter difficulties in effectively working with Signia. In addition, we could be subject to charges for impairment if Signias business
materially declines. There is no assurance that Signia or any future acquisitions will contribute positively to our business or operating results.



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Further, on January 25, 2005, we announced our intention to acquire ICSI. Prior to this transaction, we
owned approximately 29% of ICSI. In the six months ended June 30, 2005, we purchased additional shares of ICSI in the open market for approximately $31.6 million increasing our ownership percentage to approximately 61% at June 30, 2005. We plan to
acquire substantially all of the remaining outstanding shares of ICSI in August 2005 for cash of approximately $38 million. We may encounter difficulties in integrating ICSIs operations with ours. Furthermore, we could be subject to charges
for impairment if ICSIs business materially declines. Furthermore, the costs of the combined operations may be higher than anticipated and the revenues of the combined operations may be lower than expected. There is no assurance that ICSI will
contribute positively to our business or operating results.



We rely on
third-party contractors to assemble and test our products and our failure to successfully manage our relationships with these contractors could damage our relationships with our customers, decrease our sales and limit our growth.



We rely on third-party contractors located in Asia to assemble and test our
products. There are significant risks associated with our reliance on these third-party contractors, including:



| |  |  | reduced control over product quality;
| | - |  | -------------------------------------



| |  |  | potential price increases;
| | - |  | --------------------------



| |  |  | reduced control over delivery schedules;
| | - |  | ----------------------------------------



| |  |  | capacity shortages;
| | - |  | -------------------



| |  |  | their inability to increase production and achieve acceptable yields on a timely basis;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | absence of long-term agreements;
| | - |  | --------------------------------



| |  |  | limited warranties on products supplied to us; and
| | - |  | --------------------------------------------------



| |  |  | general risks related to conducting business internationally.
| | - |  | -------------------------------------------------------------



If any of these risks are realized, our business and results of operations could be adversely affected until our subcontractor is able to remedy the
problem or until we are able to secure an alternative subcontractor.



The
loss of a significant customer or a reduction in orders from such a customer could adversely affect our operating results.



As sales to our customers are executed pursuant to purchase orders and no purchasing contracts typically exist, our customers can cease doing business
with us at any time. In the three and nine month periods ended June 30, 2005, no single customer accounted for over 10% of net sales. Sales to Asian Information Technology Inc. (AIT) accounted for approximately 10% of total net sales for
the three and nine months ended June 30, 2004. During the September 2004 quarter, we experienced cancelled or reduced orders from some of our larger customers that adversely impacted our operating results. We may not be able to retain our key
customers, such customers may cancel or reschedule orders, and 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 and financial results.



We
have significant international sales and operations and risks related to our international activities could harm our operating results.



In the nine months ended June 30, 2005, approximately 15% of our net sales was attributable to customers located in the U.S., 10% was attributable to
customers located in Europe and 74% was attributable to customers located in Asia. In fiscal 2004, approximately 13% of our net sales was attributable to shipments in the U.S., 11% was attributable to shipments in Europe and 75% was attributable to
shipments in Asia. In fiscal 2003, approximately 13% of



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our net sales was attributable to shipments in the U.S., 10% was attributable to shipments in Europe and 77% was
attributable to shipments in Asia. We anticipate that sales to international sites will continue to represent a significant percentage of our net sales. In addition, all of our wafer foundries and assembly and test subcontractors are in Taiwan,
China and Singapore.



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



| |  |  | global economic conditions, particularly in Taiwan and China;
| | - |  | -------------------------------------------------------------



| |  |  | duties, tariffs and other trade barriers and restrictions;
| | - |  | ----------------------------------------------------------



| |  |  | changes in trade policy and regulatory requirements;
| | - |  | ----------------------------------------------------



| |  |  | transportation delays;
| | - |  | ----------------------



| |  |  | the burdens of complying with foreign laws;
| | - |  | -------------------------------------------



| |  |  | foreign currency fluctuations;
| | - |  | ------------------------------



| |  |  | imposition of foreign currency controls;
| | - |  | ----------------------------------------



| |  |  | language barriers;
| | - |  | ------------------



| |  |  | difficulties in hiring experienced engineers in countries such as China;
| | - |  | ------------------------------------------------------------------------



| |  |  | difficulties in collecting foreign accounts receivable;
| | - |  | -------------------------------------------------------



| |  |  | travel or other restrictions related to public health issues such as severe acute respiratory syndrome (SARS);
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | political instability, including any changes in relations between China and Taiwan; and
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | earthquakes and other natural disasters.
| | - |  | ----------------------------------------



Our revenues and business would be harmed if we are not able to successfully develop, introduce and sell new products and develop and implement new manufacturing
technologies in a timely manner.



We operate in highly
competitive, quickly changing markets which are characterized by rapid obsolescence of existing products. As a result, our future success depends on our ability to develop and introduce new products that our customers choose to buy in significant
quantities. If we fail to introduce new products in a timely manner or if our customers products do not achieve commercial success, our business and results of operations could be seriously harmed. The design and introduction of new products
is challenging as such products typically incorporate more functions and operate at faster speeds than prior products. Increasing complexity generally requires smaller features on a chip. This makes developing new generations of products
substantially more difficult than prior generations. Further, new products may not work properly in our customers applications. If we are unable to design, introduce, market and sell new products successfully, our business and financial
results would be seriously harmed.



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 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



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customers could also seek and obtain damages from us for their losses. From time to time, we have been involved in
disputes regarding product warranty issues. Although we seek to limit our liability, a product liability claim brought against us, even if unsuccessful, would likely be time consuming and could be costly to defend.



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. Licenses may not be offered and the terms of any offered
licenses may not be acceptable to us.



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 harm our business. 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 may be unable to effectively protect our intellectual property, which would negatively
impact our ability to compete.



We believe that the
protection of our intellectual proprietary rights will continue to be important to the success of our business. We rely on a combination of patent, copyright, trademark and trade secret laws and restrictions on disclosure to protect our intellectual
property rights. We also enter into confidentiality or license agreements with our employees, consultants and business partners, and control access to and distribution of our documentation and other proprietary information. Despite these efforts,
unauthorized parties may attempt to copy or otherwise obtain and use our proprietary technology. Monitoring unauthorized use of our technology is difficult, and we cannot be certain that the steps we have taken will prevent unauthorized use of our
technology, particularly in foreign countries where the laws may not protect our proprietary rights as fully as do the laws of the U.S. Many U.S. companies have encountered substantial infringement problems in foreign countries, including countries
in which we design and sell our products. We do not currently hold any non-U.S. patents. We cannot be certain that patents will be issued as a result of our pending applications nor can we be certain that any issued patents would protect or benefit
us or give us adequate protection from competing products. For example, issued patents may be circumvented or challenged and declared invalid or unenforceable. We also cannot be certain that others will not develop our unpatented proprietary
technology or effective competing technologies on their own.



We have
acquired equity positions for strategic reasons in other companies which may significantly decrease in value.



Over the last few years, we have acquired equity positions for strategic reasons in other technology companies and we may make similar equity purchases in
the future. At June 30, 2005, our strategic investments in non-marketable securities totaled $4.8 million. These equity securities may not 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 equity securities are tested for impairment on a recurring basis and any reductions in the carrying value would lower our profitability. In this regard, we recorded approximately a $0.3 million impairment loss
on one of our equity positions in fiscal 2004. In addition, we recorded approximately $0.4 million and $1.3 million in impairment losses during fiscal 2002 and fiscal 2003, respectively.



In addition, we own shares in SMIC with a cost basis of approximately $31.9 million and a market value at June 30, 2005 of
approximately $57.7 million. The market value of SMIC shares is subject to fluctuation and our carrying value will be subject to adjustments to reflect the current market value. Our shares in SMIC are subject to certain lockup restrictions and
therefore all of such shares are not freely tradable. These lockup restrictions generally lapse at the rate of



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15% of the Companys pre-offering shares every 180 days following the IPO. Thus, all of our shares in SMIC will be
freely tradable 3 years and 180 days following the IPO. As a result of these lockup restrictions and potential fluctuations in SMICs stock price, we may be unable to realize the market value at June 30, 2005.



Due to the potential value of our strategic investments, we could be determined to be an
investment company and, if such a determination were made, we would become subject to significant regulation that would adversely affect our business.



We are a fabless semiconductor company engaged in the design and marketing of high performance integrated circuits. We have acquired non-controlling
equity positions in SMIC and other companies for strategic, commercial reasons relating to our primary business. Most of our equity positions are in privately held entities that do not have a readily determinable market value. However, the shares we
hold in SMIC are publicly traded on the Hong Kong Stock Exchange and the New York Stock Exchange. These securities have significant value and may increase in value in the future. In addition, our equity positions could be considered to be
investment securities under the Investment Company Act of 1940 (1940 Act), raising a question of whether we are an investment company required to register and be regulated under the 1940 Act. We believe that we are primarily
engaged in the semiconductor business and that any such securities we own are ancillary and strategically related to our semiconductor business. Accordingly, we do not believe that we are an investment company. If a court or the Securities and
Exchange Commission disagrees with this interpretation, we may be required to either dispose of a portion of the securities we own in SMIC and other companies to comply with the 1940 Act or register under the 1940 Act. If we choose to dispose of an
additional portion of our securities in SMIC, our ability to secure access to wafer capacity from SMIC may be adversely impacted. If we choose to register as an investment company, we will become subject to significant regulation under the 1940 Act
which would materially adversely affect our ability to operate as a semiconductor company.



Recent changes in securities laws and regulations are increasing our costs.



The Sarbanes-Oxley Act of 2002 that became law in July 2002, as well as new rules subsequently implemented by the Securities and Exchange Commission and
the Nasdaq Stock Market, have required, and will require, changes to some of our accounting and corporate governance practices, including a report on our internal controls as required by Section 404 of the Sarbanes-Oxley Act of 2002. We expect these
new rules and regulations to increase our accounting, legal and other costs, and to make some activities more difficult, time consuming and/or costly. In particular, complying with the internal control requirements of Sarbanes-Oxley Section 404 will
result in increased internal efforts, significantly higher fees from our independent accounting firm and significantly higher fees from third party contractors. We also expect these new rules and regulations to make it more difficult and more
expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These new rules and regulations could also make it more difficult for us
to attract and retain qualified executive officers and qualified members of our board of directors, particularly to serve on our audit committee.



We may experience difficulties and increased expenses in complying with Sarbanes-Oxley Section 404.



We are required to evaluate our internal controls under Section 404 of the Sarbanes-Oxley Act of 2002 and any adverse
results from such evaluation could result in a loss of investor confidence in our financial reports and have an adverse effect on our stock price.



Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, beginning with our Annual Report on Form 10-K for the fiscal year ending September 30, 2005, we
will be required to furnish a report by our management on our internal control over financial reporting. Such report will contain among other matters, an assessment of the effectiveness of our internal control over financial reporting as of the end
of our fiscal year, including a statement as to whether or not our internal control over financial reporting is effective. This assessment must include disclosure of any material weaknesses in our internal control over financial reporting identified
by management. Such report must also contain a statement that our auditors have issued an attestation report on managements assessment of such internal controls. Public Company Oversight Board Auditing Standard No. 2 provides the professional
standards and related performance guidance for auditors to attest to, and report on, managements assessment of the effectiveness of internal control over financial reporting under Section 404.



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We are still performing the system and process documentation and evaluation needed to comply with Section
404, which is both costly and challenging. During this process, if our management identifies one or more material weaknesses in our internal control over financial reporting, we will be unable to assert such internal control is effective. If we are
unable to assert that our internal control over financial reporting is effective as of September 30, 2005 (or if our auditors are unable to attest that our managements report is fairly stated or they are unable to express an opinion on the
effectiveness of our internal controls), we could lose investor confidence in the accuracy and completeness of our financial reports, which would have an adverse effect on our stock price.



While we currently anticipate being able to satisfy the requirements of
Section 404 in a timely fashion, we cannot be certain as to the timing of completion of our evaluation, testing and any required remediation. If we are not able to comply with the requirements of Section 404 in a timely manner or if our auditors are
not able to complete the procedures required by Auditing Standard No. 2 to support their attestation report, we could lose investor confidence in the accuracy and completeness of our financial reports, which would have an adverse effect on our stock
price.



Our reported financial results may be adversely affected by changes
in accounting principles generally accepted in the United States.



We prepare our financial statements in conformity with accounting principles generally accepted in the U.S. These accounting principles are subject to interpretation by the Financial Accounting Standards Board, the American Institute of
Certified Public Accountants, the Securities and Exchange Commission and various bodies formed to interpret and create appropriate accounting policies. A change in these policies or interpretations could have a significant effect on our reported
financial results, and could affect the reporting of transactions completed before the announcement of a change. For example, while current accounting rules allow us to exclude the expense of stock options from our financial statements, the
Financial Accounting Standards Board (FASB) has issued changes to US GAAP that will require us to record a charge to earnings for employee stock option grants for all awards unvested at and granted after October 1, 2005. This regulation will
negatively impact our financial results. Technology companies generally, and our company, specifically, rely on stock options as a major component of our employee compensation packages. If we are required to expense options, we may be less likely to
sustain profitability or we may have to decrease or eliminate options grants. Decreasing or eliminating option grants may negatively impact our ability to attract and retain qualified employees.



We depend on our ability to attract and retain our key technical and management personnel.



Our success depends upon the continued service of our key
technical and management personnel, including Jimmy S.M. Lee, our Chairman and Chief Executive Officer, and Gary L. Fischer, our President, Chief Operating Officer, and Chief Financial Officer. Several of our important manufacturing and other
subcontractor relationships are based on personal relationships between our senior executive officers and such parties. In particular, our Chairman and Chief Executive Officer has long-term relationships with our key foundries. If we were to lose
the services of any key executives, it may negatively impact the related business relationships since we have no long-term contractual agreements with such parties. Our success also depends on our ability to continue to attract, retain and motivate
qualified technical 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 employees.
The loss of the service of one or more of our key personnel could harm our business.



Our stock price is expected to be continue 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;
| | - |  | -------------------------------------------------------



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



| |  |  | new or revised earnings estimates or guidance by us or industry analysts;
| | - |  | -------------------------------------------------------------------------



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| |  |  | comments or recommendations issued by analysts who follow us, our competitors or the semiconductor industry;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | 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 available wafer capacity;
| | - |  | ---------------------------------------------------



| |  |  | governmental regulations, trade laws and import duties;
| | - |  | -------------------------------------------------------



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



| |  |  | 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 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. For
example, on March 24, 2003, our closing stock price was $2.26 per share, rose to $19.87 per share on January 13, 2004, and subsequently declined to $5.76 per share on April 15, 2005.



Foundry capacity can be limited, and we may be required to enter into costly 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 foundry capacity, we have entered into in the past, and may enter into in the future, various arrangements with suppliers, which
could include:



| |  |  | purchases of equity or debt securities in foundries;
| | - |  | ----------------------------------------------------



| |  |  | joint ventures;
| | - |  | ---------------



| |  |  | process development relationships with foundries;
| | - |  | -------------------------------------------------



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



| |  |  | increased price for wafers;
| | - |  | ---------------------------



| |  |  | option payments or other prepayments to foundries; and
| | - |  | ------------------------------------------------------



| |  |  | 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. Once we make commitments to secure foundry capacity, we may incur significant financial penalties if we subsequently determine that we are not able to utilize all of that capacity. Such penalties may be substantial and could
harm our financial results.



Our foundries may experience lower than
expected yields which could adversely effect our business.



The manufacture of integrated circuits is a highly complex and technically demanding process. Production yields and device reliability can be affected by a large number of factors. As is typical in the semiconductor industry, our



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outside foundries have from time to time experienced lower than anticipated manufacturing yields and device reliability
problems, particularly in connection with the introduction of new products and changes in such foundrys processing steps. There can be no assurance that our foundries will not experience lower than expected manufacturing yields or device
reliability problems in the future, which could materially and adversely affect our business and operating results.



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. Many of our competitors offer broader product lines and have greater financial, technical, marketing,
distribution and other resources than us. In particular, a competitor with a materially smaller die size and lower cost could dramatically gain market share in a short period of time. We may not be able to compete successfully against any of these
competitors. Our ability to compete successfully in the memory market depends on factors both within and outside of our control, including:



| |  |  | the pricing of our products;
| | - |  | ----------------------------



| |  |  | the supply and cost of wafers;
| | - |  | ------------------------------



| |  |  | product design, functionality, performance and reliability;
| | - |  | -----------------------------------------------------------



| |  |  | successful and timely product development;
| | - |  | ------------------------------------------



| |  |  | the performance of our competitors and their pricing policies;
| | - |  | --------------------------------------------------------------



| |  |  | wafer manufacturing over or under capacity;
| | - |  | -------------------------------------------



| |  |  | real or perceived imbalances in supply and demand for our products;
| | - |  | -------------------------------------------------------------------



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



| |  |  | the success of our customers products and end-user demand;
| | - |  | -----------------------------------------------------------



| |  |  | access to advanced process technologies at competitive prices;
| | - |  | --------------------------------------------------------------



| |  |  | achievement of acceptable yields of functional die;
| | - |  | ---------------------------------------------------



| |  |  | the capacity of our third-party contractors to assemble and test our products;
| | - |  | ------------------------------------------------------------------------------



| |  |  | 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 and financial results.



Terrorist attacks, threats of further attacks, acts of war and threats of war may negatively impact all aspects of our operations,
revenues, costs and stock price.



Terrorist acts,
conflicts or wars, as well as future events occurring in response or connection to them, including future terrorist attacks against U.S. targets, rumors or threats of war, actual conflicts involving the U.S. or its allies (such as the war in Iraq),
conflict between China and Taiwan, 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



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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 a decline in the price of our common stock.



Item 3. Quantitative and Qualitative Disclosures about 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. We have operations in China,
Europe, Taiwan, Hong Kong, India and Korea. Expenses of our international operations are denominated in each countrys local currency and therefore are subject to foreign currency exchange risk; however, through June 30, 2005 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.



We had cash, cash equivalents and short-term investments of $101.5 million at June 30, 2005. 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 $1.0 million decrease in our interest income.



We own less than 2% of SMIC. On March 17, 2004, SMIC completed its IPO.
SMICs ordinary shares are traded on the Hong Kong Stock Exchange and SMIC American Depository Receipts (ADR) are traded on the New York Stock Exchange. Each SMIC ADR represents fifty (50) ordinary shares. As a result of our sale of
shares of SMIC in the IPO, we recorded gross proceeds of approximately $13.2 million in the March 2004 quarter resulting in a pre-tax gain of approximately $8.7 million. In the September 2004 quarter, we sold additional shares of SMIC and recorded
gross proceeds of approximately $5.0 million and a pre-tax gain of approximately $2.1 million. In the nine months ended June 30, 2005, we sold additional shares of SMIC and recorded gross proceeds of approximately $5.6 million and a pre-tax gain of
approximately $2.9 million. Since SMICs IPO, we account for our shares in SMIC under the provisions of FASB 115 and have marked our investment to the market value as of June 30, 2005 by increasing other assets and by increasing accumulated
comprehensive income in the equity section of the balance sheet. The cost basis of our shares in SMIC is approximately $31.9 million and the market value at June 30, 2005 was approximately $57.7 million. The market value of SMIC shares is subject to
fluctuation and our carrying value will be subject to adjustments to reflect the current market value. Our shares in SMIC are subject to certain lockup restrictions and therefore all of such shares are not freely tradable. These lockup restrictions
generally lapse at the rate of 15% of our pre-offering shares every 180 days following the IPO. Thus all of our shares in SMIC will be freely tradable 3 years and 180 days following the IPO. As a result of these lockup restrictions and potential
fluctuations in SMICs stock price, we may be unable to realize the market value at June 30, 2005.



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We have investments in equity securities of privately held companies for the promotion of business and
strategic objectives of approximately $4.8 million at June 30, 2005. 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. 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. In this regard, we recorded approximately a $0.3 million impairment loss on
one of our equity positions in fiscal 2004. In addition, we recorded approximately a $1.3 million impairment loss on our investment in Signia during fiscal 2003.



Item 4. Controls and Procedures



Our Chief Executive Officer and Chief Financial Officer, based on the evaluation of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended) required by
paragraph (b) of Rule 13a-15 or Rule 15d-15, have concluded that, as of June 30, 2005, our disclosure controls and procedures were effective to ensure that the information we are required to disclose in reports that we file or submit under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. During the three months ended June 30, 2005, there was no change in our internal
control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.



Part II. OTHER INFORMATION



Item 6. Exhibits



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



|           |  |                                                                                                                         
|---------- |  | ------------------------------------------------------------------------------------------------------------------------
|Exhibit 31 |  | Certification Pursuant to SEC Release No. 33-8238, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|           | 
|Exhibit 32 |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 



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SIGNATURES



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



|                      |  |                                    
|--------------------- |  | -----------------------------------
|                      |  | Integrated Silicon Solution, Inc.  
|                      |  | (Registrant)                       
|                      | 
|Dated: August 9, 2005 |  | /s/ Gary L. Fischer                
|                      |  | Gary L. Fischer                    
|                      |  | President, Chief Operating Officer,
|                      |  | and Chief Financial Officer        
|                      |  | (Principal Financial and           
|                      |  | Accounting Officer)                



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