<PAGE>   1

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended           June 30, 2000.
                               -------------------------------------------------

                                       OR

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

For the transition period from ____________________ to _____________________

Commission file number        000-23084.
                       ---------------------------------------------------------

                        INTEGRATED SILICON SOLUTION, INC.


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

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

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

        Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes   x        No
    -----         -----

        The number of outstanding shares of the registrant's Common Stock as of
July 31, 2000 was 25,727,102
                  ----------

<PAGE>   2


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


<TABLE>
<CAPTION>
                                                     Three Months Ended            Nine Months Ended
                                                          June 30,                      June 30,
                                                   ----------------------        ----------------------
                                                    2000           1999           2000           1999
                                                   -------       --------        -------       --------
<S>                                                <C>           <C>             <C>           <C>
Net sales (See Note 13)                            $38,512       $ 19,029        $91,795       $ 63,196
Cost of sales (See Note 13)                         26,173         15,031         64,376         51,521
                                                   -------       --------        -------       --------
Gross profit                                        12,339          3,998         27,419         11,675
                                                   -------       --------        -------       --------

Operating Expenses:
  Research and development                           4,799          4,786         12,615         14,729
  Selling, general and administrative                4,146          2,812         10,775          9,138
                                                   -------       --------        -------       --------
    Total operating expenses                         8,945          7,598         23,390         23,867
                                                   -------       --------        -------       --------

Operating income (loss)                              3,394         (3,600)         4,029        (12,192)
Gain on sale of investments                            847          1,846            847          2,658
Other income, net                                    1,487            175          1,947            796
                                                   -------       --------        -------       --------
Net income (loss) before income taxes,
  minority interest and equity in net income
  of affiliated companies                            5,728         (1,579)         6,823         (8,738)
Provision  for income taxes                            400             --            600            858
                                                   -------       --------        -------       --------

Net income (loss) before minority interest
  and equity in net income of
  affiliated companies                               5,328         (1,579)         6,223         (9,596)

Minority interest in net loss of
  consolidated subsidiary                               --             --             --           (472)
Equity in net income of
  affiliated companies                               4,154            667          7,138            302
                                                   -------       --------        -------       --------

Net income (loss)                                  $ 9,482       $   (912)       $13,361       $ (8,822)
                                                   =======       ========        =======       ========

Basic income (loss) per share                      $  0.37       $  (0.05)       $  0.59       $  (0.45)
                                                   =======       ========        =======       ========
Shares used in  basic per share calculation         25,349         19,586         22,573         19,508
                                                   =======       ========        =======       ========

Diluted income (loss) per share                    $  0.34       $  (0.05)       $  0.53       $  (0.45)
                                                   =======       ========        =======       ========
Shares used in diluted per share calculation        28,113         19,586         25,186         19,508
                                                   =======       ========        =======       ========
</TABLE>


     See accompanying notes to condensed consolidated financial statements.

<PAGE>   3


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


<TABLE>
<CAPTION>
                                                      Three Months Ended           Nine Months Ended
                                                           June 30,                    June 30,
                                                     --------------------        ---------------------
                                                      2000          1999          2000          1999
                                                     -------        -----        -------       -------
<S>                                                  <C>            <C>          <C>           <C>
Net income (loss)                                    $ 9,482        $(912)       $13,361       $(8,822)

Other comprehensive income (loss), net of tax:
   Change in cumulative translation adjustment          (143)         535            927         2,272
                                                     -------        -----        -------       -------

Comprehensive income (loss)                          $ 9,339        $(377)       $14,288       $(6,550)
                                                     =======        =====        =======       =======
</TABLE>












     See accompanying notes to condensed consolidated financial statements.

<PAGE>   4


                        INTEGRATED SILICON SOLUTION, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)


<TABLE>
<CAPTION>
                                                                 June 30,       September 30,
                                                                   2000             1999
                                                                -----------     -------------
                                                                (unaudited)          (1)
<S>                                                             <C>             <C>
                                         ASSETS

Current assets:
  Cash and cash equivalents                                      $  52,764        $  15,975
  Short-term investments                                            50,750            7,650
  Accounts receivable                                               24,991           11,970
  Accounts receivable from related parties (See Note 13)               989            3,206
  Inventories                                                       51,716           29,681
  Other current assets                                               1,400            1,639
                                                                 ---------        ---------

Total current assets                                               182,610           70,121
Property, equipment, and leasehold improvements, net                 5,737            4,563
Other assets                                                        56,837           47,147
                                                                 ---------        ---------
Total assets                                                     $ 245,184        $ 121,831
                                                                 =========        =========

                          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                               $  13,233        $  10,370
  Accounts payable to related parties (See Note 13)                 16,395            9,231
  Accrued compensation and benefits                                  2,773            1,933
  Accrued expenses                                                   7,540            6,068
  Income tax payable                                                   581              455
  Current portion of long-term obligations                             137               --
                                                                 ---------        ---------

Total  current liabilities                                          40,659           28,057
Income tax payable - non-current                                     4,996            4,996
Long-term obligations                                                  350               --

Stockholders' equity:
  Preferred stock                                                       --               --
  Common stock                                                           3                2
  Additional paid-in capital                                       216,950          120,852
  Accumulated deficit                                              (14,491)         (27,852)
  Accumulated comprehensive income                                  (3,261)          (4,188)
  Unearned compensation                                                (22)             (36)
                                                                 ---------        ---------

Total stockholders' equity                                         199,179           88,778
                                                                 ---------        ---------
Total liabilities and stockholders' equity                       $ 245,184        $ 121,831
                                                                 =========        =========
</TABLE>

(1) Derived from audited financial statements.


     See accompanying notes to condensed consolidated financial statements.


<PAGE>   5


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


<TABLE>
<CAPTION>
                                                                                      Nine Months Ended
                                                                                           June 30,
                                                                                  --------------------------
                                                                                    2000            1999
                                                                                  --------        --------
<S>                                                                               <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net income (loss)                                                               $ 13,361        $ (8,822)
  Net gain on sale of investments                                                     (847)         (2,658)
  Depreciation and amortization                                                      2,377           3,912
  Minority interest in consolidated subsidiary                                          --            (472)
  Equity in net income of affiliated companies                                      (7,138)           (302)
  Net foreign currency transaction (gains) losses                                       --            (596)
  Other charges to net loss not affecting cash                                         200              23
  Net effect of changes in current and other assets and current liabilities        (20,140)         (5,570)
                                                                                  --------        --------
     Cash used in operating activities                                             (12,187)        (14,485)

CASH FLOWS FROM INVESTING ACTIVITIES

  Capital expenditures                                                              (2,951)         (3,134)
  Purchases of available-for-sale securities                                       (55,450)        (15,450)
  Sales of available-for-sale securities                                            12,350          15,200
  Proceeds from partial sale of ICSI (formerly ISSI-Taiwan)                          3,255           4,957
  Cash impact of deconsolidation of ICSI                                                --         (12,818)
  Investment in Wafertech, LLC                                                      (2,667)             --
  Proceeds from partial sale of Wafertech                                               --          10,000
  Proceeds from sale of UICC                                                            --           9,217
  Investment in NexFlash                                                            (1,361)         (1,000)
  Investments other                                                                   (200)           (500)
                                                                                  --------        --------
     Cash provided by (used in) investing activities                               (47,024)          6,472

CASH FLOWS FROM FINANCING ACTIVITIES

  Borrowings under notes payable and long-term obligations                              --          33,435
  Proceeds from issuance of common stock                                            96,113             781
  Principal payments on notes payable and long-term obligations                       (113)        (32,293)
                                                                                  --------        --------
     Cash provided by financing activities                                          96,000           1,923
                                                                                  --------        --------

Effect of exchange rate changes on cash and cash equivalents                            --             327
                                                                                  --------        --------

Net increase (decrease) in cash and cash equivalents                                36,789          (5,763)
Cash and cash equivalents at beginning of period                                    15,975          27,776
                                                                                  --------        --------
Cash and cash equivalents at end of period                                        $ 52,764        $ 22,013
                                                                                  ========        ========
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


<PAGE>   6


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


1.      BASIS OF PRESENTATION

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

        Operating results for the nine months ended June 30, 2000 are not
necessarily indicative of the results that may be expected for the year ending
September 30, 2000.

2.       CONCENTRATIONS

        Sales to Flextronics International accounted for approximately 11% of
total net sales for the three months ended June 30, 2000 and approximately 12%
of total net sales for the nine months ended June 30, 2000. For the three and
nine months ended June 30, 1999, sales to Flextronics were less than 10% of
total net sales. Sales to 3Com for the three and nine months ended June 30,
2000, were less than 10% of total net sales. Sales to 3Com accounted for
approximately 22% of total net sales for both the three and nine months ended
June 30, 1999.

        The Company uses Integrated Circuit Solution Incorporation ("ICSI")
(formerly known as ISSI-Taiwan) for coordinating wafer purchases, assembly, and
testing for a substantial majority of its inventory.

3.      CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

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

<TABLE>
<CAPTION>
                                                                   (In thousands)

                                                              June 30      September 30
                                                                2000          1999
                                                                ----          ----
<S>                                                           <C>          <C>
               Cash                                           $ 33,172       $13,732
               Money market instruments                         19,335           660
               Certificates of deposit                             257         1,583
               Auction preferred stock                              --         5,200
               Municipal bonds due in more than 3 years         50,750         2,450
                                                              --------       -------
                                                              $103,514       $23,625
                                                              ========       =======
</TABLE>


                                       5
<PAGE>   7


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


4.      INVENTORIES

        The following is a summary of inventories by major category:

<TABLE>
<CAPTION>
                                             (In thousands)

                                         June 30      September 30
                                          2000           1999
                                          ----           ----
<S>                                      <C>          <C>
             Raw materials               $24,387        $ 5,168
             Work-in-process               8,499          6,807
             Finished goods               18,830         17,706
                                         -------        -------
                                         $51,716        $29,681
                                         =======        =======
</TABLE>

5.      OTHER ASSETS

        Other assets consisted of the following:

<TABLE>
<CAPTION>
                                                  (In thousands)

                                               June 30     September 30
                                                2000          1999
                                               -------       -------
<S>                                            <C>           <C>
             Investment in ICSI                $28,090       $21,886
             Investment in WaferTech LLC        23,467        20,800
             Other                               5,280         4,461
                                               -------       -------
                                               $56,837       $47,147
                                               =======       =======
</TABLE>

6.      INCOME TAXES

      The provision for income taxes for the nine month period ended June 30,
2000 is comprised of taxes on foreign earnings and foreign withholding taxes.
The provision for income taxes for the nine month period ended June 30, 1999 is
primarily based on foreign withholding taxes related to the sale of ICSI stock
and other foreign withholding taxes. The income tax provisions for each period
differs from the federal statutory rate primarily as a result of a valuation
allowance established for U.S. federal net operating losses not utilized in the
current period and foreign taxes which will not be realized on a current basis
based on management's expectations of future taxable income and actual taxable
income for the prior years.




                                       6
<PAGE>   8


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


7.      NET INCOME (LOSS) PER SHARE

        The Company calculates earnings per share in accordance with the
Financial Accounting Standards Board Statement No. 128, "Earnings Per Share."

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

<TABLE>
<CAPTION>
                                                          Three Months Ended           Nine Months Ended
                                                               June 30,                    June 30,
                                                         ---------------------       ---------------------
                                                          2000          1999          2000         1999
                                                         -------      --------       -------      --------
<S>                                                      <C>          <C>            <C>          <C>
Numerator for basic and diluted net income (loss)
per share:

Net income (loss)                                        $ 9,482      $   (912)      $13,361      $ (8,822)
                                                         =======      ========       =======      ========

Denominator for basic net income (loss) per share:
Weighted average common shares outstanding                25,349        19,586        22,573        19,508
                                                         -------      --------       -------      --------
Denominator for basic net income (loss) per share         25,349        19,586        22,573        19,508
Dilutive stock options                                     2,461            --         2,186            --
Dilutive warrants                                            303            --           427            --
                                                         -------      --------       -------      --------
Denominator for diluted net income (loss) per share       28,113        19,586        25,186        19,508
                                                         =======      ========       =======      ========

Basic net income (loss) per share                        $  0.37      $  (0.05)      $  0.59      $  (0.45)
                                                         =======      ========       =======      ========
Diluted net income (loss) per share                      $  0.34      $  (0.05)      $  0.53      $  (0.45)
                                                         =======      ========       =======      ========
</TABLE>

        The above diluted calculation for the three months ended June 30, 1999
does not include the impact from approximately 3,663,000 shares attributable to
options as of June 30, 1999 and 981,659 shares attributable to warrants as of
June 30, 1999 as their impact would be anti-dilutive. The above diluted
calculation for the nine months ended June 30, 2000 and 1999, does not include
approximately 107,000 and 3,498,000 shares attributable to options as of June
30, 2000 and 1999, respectively, and 981,659 shares attributable to warrants as
of June 30, 1999 as their impact would be anti-dilutive.

8.      USE OF ESTIMATES

        The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

9.      IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

        In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition", which
provides guidance on the recognition, presentation and disclosure of revenue in
financial statements filed with the SEC. SAB 101 outlines the basic criteria
that must be met to recognize revenue and provides guidance for disclosures
related to revenue recognition policies. We will be required to adopt the
provisions of SAB 101 in the fourth quarter of 2001. We believe that our revenue
recognition policy is in compliance with the provisions of SAB 101 and that the
adoption of SAB 101 will have no material effect on our financial position or
results of operations.



                                       7
<PAGE>   9


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


        In June 1998, the Financial Accounting Standards Board issued Statement
133, "Accounting for Derivative Instruments and Hedging Activities", which is
required to be adopted in fiscal years beginning after June 15, 2000. Because of
our minimal use of derivatives, management does not anticipate that the adoption
of the new Statement will have a significant effect on earnings or our financial
position. However, we are still in the process of studying the actual impact.

        In March 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44 ("FIN 44"), "Accounting for Certain Transactions Involving
Stock Compensation - an Interpretation of APB Opinion No. 25." FIN44 clarifies
the application of APB Opinion No. 25 and, among other issues, clarifies the
following: the definition of an employee for purposes of applying APB Opinion
No. 25: the criteria for determining whether a plan qualifies as a
noncompensatory plan; the accounting consequences of various modifications to
the terms of the previously fixed stock options or awards; and the accounting
for an exchange of stock compensation awards in a business combination. FIN 44
is effective July 1, 2000, but certain conclusions in FIN 44 cover specific
events that occurred after either December 15, 1998 or January 12, 2000. We do
not expect the application of FIN 44 to have a material impact on our financial
position or results of operations.

10.     LITIGATION

   In April 1998, the U.S. Department of Commerce ("DOC") published an
antidumping duty order on imports of SRAMs from Taiwan, from where we currently
import a majority of our SRAMs. As a consequence of this antidumping duty order,
we were required to post a cash deposit on imports of Taiwan fabricated SRAM
wafers or devices, at the ad valorem rate of 7.56%.

   On April 28, 2000, Micron Technology Inc. ("Micron") requested an
administrative review of our Taiwan fabricated SRAMs for the period from April
1, 1999 through March 31, 2000. For entries during this period, the cash
deposits could be returned to us or, alternatively, we could forfeit amounts
deposited and owe duties and interest in addition to the amounts deposited,
depending on results of the DOC administrative review. The final results of the
review, expected in the year 2001 will set a new deposit rate for subsequent
entries, which may be higher or lower than the current rate. We will pay duties
on Taiwan SRAMs entered before April 1, 1999 at the deposit rate. For entries
after March 31, 2000, duties will depend upon whether the DOC conducts an
administrative review of imports entered between April 1, 2000 and March 31,
2001, and if so depending on the results of the DOC review.

   We have retained legal counsel to defend our interests in the antidumping
proceedings. In addition, certain aspects of the antidumping determination are
being challenged in federal court proceedings by respondents to the
investigation. On June 23, 2000 the International Trade Commission ("ITC"),
under instructions from the U.S. Court of International Trade to reconsider its
original injury determination, reversed its determination and ruled that SRAMs
from Taiwan are not injurious to the US industry. If this June 23, 2000
determination is upheld in Federal Court then the antidumping order would be
revoked and all antidumping duties would be refunded. This matter could be
appealed to the U.S. Court of Appeals for the Federal Circuit, and the DOC will
continue to administer the antidumping order until the appeal is finally
resolved.

   Duties calculated and assessed by the government could have a material
adverse affect on our gross margins and profits. There can be no assurance that
any reviews or proceedings will mitigate or eliminate antidumping duties.


                                       8
<PAGE>   10


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


11.     LONG TERM OBLIGATIONS

   The Company leases certain of its equipment under a capital lease. The lease
is collateralized by the underlying assets. At June 30, 2000, property and
equipment with a cost of $600,000 was subject to this financing arrangement.
Related accumulated amortization at June 30, 2000 amounted to $87,500. Under the
terms of the lease, the Company owes monthly payments of $15,108 through
September 1, 2003. Remaining principle and interest payments were $486,418 and
$87,788, respectively, at June 30, 2000.


12.     GEOGRAPHIC AND SEGMENT INFORMATION

   The Company operates in one business segment, which is to design, develop,
and market high-performance SRAM, DRAM, and NVM integrated circuits. The
following table summarizes the Company's operations in different geographic
areas: (In thousands)

<TABLE>
<CAPTION>
                                NINE MONTHS ENDED JUNE 30, 1999
                     ------------------------------------------------------
                                                               ADJUSTMENTS/
                     UNITED STATES   HONG KONG      TAIWAN     ELIMINATIONS  CONSOLIDATED
                     -------------   ---------      ------     ------------  ------------
<S>                  <C>             <C>            <C>        <C>           <C>
Net sales ..........   $ 51,500       $ 4,399       $34,932      $(27,635)     $ 63,196
                       ========       =======       =======      ========      ========
Operating loss .....    (10,469)         (159)       (1,349)         (215)      (12,192)
                       ========       =======       =======      ========      ========
Long-lived assets ..      4,761           142            --            --         4,903
                       ========       =======       =======      ========      ========
</TABLE>

<TABLE>
<CAPTION>
                              NINE MONTHS ENDED JUNE 30, 2000
                          ---------------------------------------
                                                     ADJUSTMENTS/
                          UNITED STATES  HONG KONG   ELIMINATIONS  CONSOLIDATED
                          -------------  ---------   ------------  ------------
                                             (IN THOUSANDS)
<S>                       <C>            <C>         <C>           <C>
Net sales ................   $91,797      $14,058      $(14,060)     $91,795
                             =======      =======      ========      =======
Operating income (loss) ..     3,470        1,133          (574)       4,029
                             =======      =======      ========      =======
Long-lived assets ........     5,510          227            --        5,737
                             =======      =======      ========      =======
</TABLE>

13.     RELATED PARTY TRANSACTIONS

   As of September 30, 1999, the Company had an accounts receivable balance from
ICSI of approximately $1,915,000. For the nine months ended June 30, 2000, the
Company sold approximately $916,000 of memory products to ICSI, in which it has
approximately 40% ownership. The Company had an accounts receivable balance from
ICSI at June 30, 2000 of approximately $631,000.

   As of September 30, 1999, the Company had an accounts payable balance to ICSI
of approximately $9,231,000. The Company purchases goods and contract
manufacturing services from ICSI. Purchases of goods and services in the nine
months ended June 30, 2000 were approximately $54,826,000. The Company had an
accounts payable balance to ICSI at June 30, 2000 of approximately $16,183,000.

   As of September 30, 1999, the Company had an accounts receivable balance from
NexFlash of approximately $1,291,000. For the nine months ended June 30, 2000,
the Company sold approximately $212,000 of memory products to NexFlash, in which
it has approximately 32% ownership. In addition, the Company received
approximately $139,000 in sublease income from NexFlash. The Company had an
accounts receivable balance from NexFlash at June 30, 2000 of approximately
$358,000.


                                       9
<PAGE>   11


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


   As of September 30, 1999, the Company had an accounts payable balance to
NexFlash of $0. The Company purchases goods and services from NexFlash.
Purchases of goods and services in the nine months ended June 30, 2000 were
approximately $348,000. The Company had an accounts payable balance to NexFlash
at June 30, 2000 of approximately $212,000.

   In addition, the Company has guaranteed purchase orders to a wafer foundry
for NexFlash in an amount not to exceed $1,142,000. This guarantee does not
apply to any product shipped under these purchase orders after July 31, 2000.

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

   The following summarizes financial information for ICSI as of June 30, 2000
and for the three and nine month periods ended June 30, 2000. (In thousands)

<TABLE>
<CAPTION>
                                                                June 30, 2000
                                                                -------------
<S>                                                              <C>
            Current assets                                         $99,627
            Property, plant, and equipment and other assets         47,216
            Current liabilities                                     59,750
            Long-term debt                                          14,583
</TABLE>


<TABLE>
<CAPTION>
                                       Three Months     Nine Months
                                           Ended            Ended
                                       June 30, 2000    June 30, 2000
                                       -------------    -------------
<S>                                    <C>              <C>
             Net sales                    $48,114          $107,991
             Gross profit                  16,162            32,192
             Net income                    10,925            19,452
</TABLE>

15.     FOLLOW-ON PUBLIC STOCK OFFERING

        In the three month ended March 31, 2000, the Company completed a
follow-on public offering of its Common Stock whereby it sold 3,795,000 shares
(including 495,000 shares pursuant to the underwriters over-allotment option) at
a public offering price of $25.50 per share. Proceeds from this offering, net of
commissions, discounts and expenses, were $90.6 million.



                                       10
<PAGE>   12


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

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

BACKGROUND

        We were founded in October 1988 and focused our initial development
efforts on high performance, low cost SRAMs for PC cache memory applications. We
introduced our first SRAM products in 1990 and from 1990 through 1995 we derived
a majority of our sales from PC motherboard manufacturers. Due to adverse market
conditions resulting primarily from over capacity for our products and a general
downturn in the semiconductor industry, we experienced reduced revenues and
gross margins and inventory write-downs in fiscal 1996, 1997 and 1998. In
response to these conditions, we began to target our product development and
sales and marketing efforts on the networking, internet access and
telecommunications markets. In 1997, we also introduced our first DRAM devices
which focus on very high speed and low to medium density applications. Our DRAMs
are targeted at the same customers that purchase our SRAMs. As a result of our
new focus, in fiscal 1999, sales of SRAMs and DRAMs to the networking, internet
access and telecommunications markets represented a substantial majority of our
net sales.

        In 1998, we began to reduce our ownership in Integrated Circuit Solution
Incorporation ("ICSI") (formerly known as ISSI-Taiwan) in order to outsource our
testing operations, focus on our core business in the U.S., raise capital and
position ICSI for the possibility of an eventual public offering in Taiwan. We
intend to continue to use ICSI for testing of wafers and testing of our memory
devices, but we are also now utilizing testing services provided by other firms
in Singapore and Taiwan. We expect to expand utilization of testing services
from these other companies in fiscal 2000. In 1998, we also transferred our
Flash memory business to a newly formed company, NexFlash, in an effort to focus
on our core SRAM and DRAM operations and to reduce our expenses by obtaining
outside funding for the Flash development efforts. We and NexFlash jointly own
related Flash intellectual property. We intend that future development of Flash
products and the sale of such products will be done through NexFlash.

RESULTS OF OPERATIONS

   Our financial results for fiscal 2000 reflect accounting for ICSI and
NexFlash on the equity basis and include our percentage share of the results of
ICSI's and NexFlash's respective operations. In December 1998, we sold an
additional 20% of our remaining interest in ICSI and, as a result, reduced our
ownership interest in ICSI to approximately 43%. After further sales of ICSI
stock in fiscal 2000, we currently own approximately 40% of ICSI. As a result,
our balance sheet as of December 31, 1998 and our statement of operations
beginning with the second quarter of fiscal 1999 reflects the accounting for
ICSI on the equity basis and reflects our percentage share of ICSI's results of
operations. As a result of no longer consolidating ICSI, there has been a
significant decline in our consolidated revenue and operating expenses.

   Effective November 1998, our financial results no longer consolidate the
results of NexFlash, as our ownership of NexFlash became less than 50%, and we
began accounting for NexFlash on the equity basis. This change has had a minimal
effect on our consolidated revenue and has resulted in a decrease in our
consolidated research and development expenses.


                                       11
<PAGE>   13


THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999

        Net Sales. Net sales consist principally of total product sales less
estimated sales returns. Net sales increased by 102% to $38.5 million in the
three months ended June 30, 2000, from $19.0 million in the three months ended
June 30, 1999. The increase in sales was principally due to an increase in unit
shipments of our 1024K, 256K, 32K x 32, and recently introduced 128K x 24 SRAM
products, as well as increased unit shipments of DRAM products, specifically our
4 and 16 megabit DRAM products. In addition, the average selling prices of our
SRAM and DRAM products generally increased in the three months ended June 30,
2000 compared to the three months ended June 30, 1999. 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 such declines will be offset by higher volumes or by higher
prices on newer products.

        Sales to Flextronics International accounted for approximately 11% of
total net sales for the three months ended June 30, 2000. Substantially all of
the sales to Flextronics were for products to be delivered to Cisco Systems Inc.
Sales to 3Com accounted for approximately 22% of total net sales for the three
months ended June 30, 1999. Sales to 3Com for the three months ended June 30,
2000 were less than 10% of total net sales. As sales to these customers are
executed pursuant to purchase orders and no purchasing contract exists, these
customers can cease doing business with us at any time. Net sales included
licensing revenue of approximately $0.1 million and $0.3 million in the three
months ended June 30, 2000 and June 30, 1999, respectively. Net sales included
sales of approximately $0.2 million and $0.4 million to ICSI in the three months
ended June 30, 2000 and June 30, 1999, respectively. Additionally, net sales
include sales of approximately $0.1 million to NexFlash in the three months
ended June 30, 1999.

        Gross Profit. Cost of sales includes the cost of wafers acquired from
foundries, subcontracted package and assembly costs, costs associated with
product testing, quality assurance and import duties. Gross profit increased
209% to $12.3 million in the three months ended June 30, 2000 from $4.0 million
in the three months ended June 30, 1999. As a percentage of net sales, gross
profit increased to 32.0% in the three months ended June 30, 2000 from 21.0% in
the three months ended June 30, 1999. The increase in gross profit was
principally due to an increase in unit shipments of our 1024K, 256K, 32K x 32,
and recently introduced 128K x 24 SRAM products, as well as increased unit
shipments of DRAM products, specifically our 4 and 16 megabit DRAM products. In
addition, increases in the average selling prices of our SRAM and DRAM products
in the three months ended June 30, 2000 compared to the three months ended June
30, 1999 more than offset any increases in product costs resulting in higher
gross margins. Our gross profit benefited from $0.1 million and $0.3 million of
licensing revenue for the three months ended June 30, 2000 and June 30, 1999,
respectively. We believe that the average selling price of our products will
generally decline over time and, unless we are able to reduce our cost per unit
to the extent necessary to offset such declines, the decline in average selling
prices will result in a material decline in our gross margin. In addition,
product unit costs could increase if suppliers raise prices, which could result
in a material decline in our gross margin. Although we have product cost
reduction programs in place for certain products that involve efforts to reduce
internal costs and supplier costs, there can be no assurance that product costs
will be reduced or that such reductions will be sufficient to offset the
expected declines in average selling prices. We do not believe that such cost
reduction efforts are likely to have a material adverse impact on the quality of
our products or the level of service provided by us.

        Research and Development. Research and development expenses remained
constant at $4.8 million in the three months ended June 30, 2000 and June 30,
1999. The three months ended June 30, 1999 included a charge of $0.9 million for
the write-off of certain licensed products and technologies which have been
replaced by our internally developed products. As a percentage of net sales,
research and development expenses decreased to 12.5% in the three months ended
June 30, 2000, from 25.2% in the three months ended June 30, 1999. Excluding the
$0.9 million write-off in the three months ended June 30, 1999, the increase in
absolute dollars was primarily the result of an increase in engineering
personnel and payroll related expenses, and increased expenses related to the
development of new products. We anticipate that our research and development
expenses will increase in absolute dollars in future periods, although such
expenses may fluctuate as a percentage of net sales.


                                       12
<PAGE>   14

        Selling, General and Administrative. Selling, general and administrative
expenses increased by 47% to $4.1 million in the three months ended June 30,
2000 from $2.8 million in the three months ended June 30, 1999. As a percentage
of net sales, selling, general and administrative expenses decreased to 10.8% in
the three months ended June 30, 2000, from 14.8% in the three months ended June
30, 1999. The increase in absolute dollars was primarily the result of increased
selling commissions associated with higher revenues in the three months ended
June 30, 2000 compared to the three months ended June 30, 1999. We expect our
selling, general and administrative expenses may increase in future quarters
although such expenses may fluctuate as a percentage of net sales.

        Gain on sale of investment. The gain on sale of investment decreased to
$0.8 million in the three months ended June 30, 2000 from $1.8 million in the
three months ended June 30, 1999. In the three months ended June 30, 2000, we
sold an additional 8% of our holdings in ICSI to a group of private investors
for $3.3 million resulting in a pre-tax gain of $0.8 million. In April 1999, we
agreed to sell our investment in UICC to UMC for its original acquisition cost.
We recorded a gain of approximately $1.8 million in the June 1999 quarter
related to this transaction. The gain resulted from adjustments to the original
acquisition value for fluctuations in the New Taiwanese Dollar.

        Other income, Net. Other income, net increased by $1.3 million to $1.5
million in the three months ended June 30, 2000 from $0.2 million in the three
months ended June 30, 1999. The increase results from increased interest income
as a result of higher cash balances from our follow-on public stock offering in
February 2000.

      Provision for Income Taxes. The provision for income taxes for the three
month period ended June 30, 2000 is comprised of taxes on foreign earnings and
foreign withholding taxes. We recorded no provision for income taxes for the
three month period ended June 30, 1999 due to our net operating loss position.

NINE MONTHS ENDED JUNE 30, 2000 COMPARED TO NINE MONTHS ENDED JUNE 30, 1999

        Net Sales. Net sales increased by 45% to $91.8 million in the nine
months ended June 30, 2000, from $63.2 million in the nine months ended June 30,
1999. Net sales increased by $38.6 million to $91.8 million in the nine months
ended June 30, 2000 from $53.2. million in the nine months ended June 30, 1999,
excluding the $9.7 million in sales from ICSI and the $0.3 million in sales from
NexFlash in the December 31, 1998 period. The increase in sales was principally
due to an increase in unit shipments of our 1024K, 256K, 32K x 32, and recently
introduced 128K x 24 SRAM products, as well as increased unit shipments of DRAM
products, specifically our 4, 8 and 16 megabit DRAM products. In addition, the
average selling prices of our SRAM and DRAM products generally increased in the
nine months ended June 30, 2000 compared to the nine months ended June 30, 1999.
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 such declines will be offset by
higher volumes or by higher prices on newer products.

        Sales to Flextronics International accounted for approximately 12% of
total net sales for the nine months ended June 30, 2000. Substantially all of
the sales to Flextronics were for products to be delivered to Cisco Systems Inc.
Sales to 3Com accounted for approximately 22% of total net sales for the nine
months ended June 30, 1999. Sales to 3Com for the nine months ended June 30,
2000, were less than 10% of total net sales. As sales to these customers are
executed pursuant to purchase orders and no purchasing contract exists, these
customers can cease doing business with us at any time. Net sales include
licensing revenue of approximately $0.7 million and $1.5 million in the nine
months ended June 30, 2000 and June 30, 1999, respectively. Net sales include
sales of approximately $0.9 million and $1.2 million to ICSI in the nine months
ended June 30, 2000 and June 30, 1999, respectively. Additionally, net sales
include sales of approximately $0.2 million and $1.4 million in sales to
NexFlash in the nine months ended June 30, 2000 and June 30, 1999, respectively.

        Gross Profit. Gross profit increased 135% to $27.4 million in the nine
months ended June 30, 2000, from $11.7 million in the nine months ended June 30,
1999. As a percentage of net sales, gross profit increased


                                       13
<PAGE>   15

to 29.9% in the nine months ended June 30, 2000 from 18.5% in the nine months
ended June 30, 1999. The increase in gross profit was principally due to an
increase in unit shipments of our 1024K, 256K, 32K x 32, and recently introduced
128K x 24 SRAM products, as well as increased unit shipments of DRAM products,
specifically our 4, 8 and 16 megabit DRAM products. In addition, increases in
the average selling prices of our SRAM and DRAM products in the nine months
ended June 30, 2000 compared to the nine months ended June 30, 1999 more than
offset any increases in product costs while certain product costs declined
resulting in higher gross margins. Our gross profit also benefited from $0.7
million and $1.5 million of licensing revenue for the nine months ended June 30,
2000 and June 30, 1999, respectively. We believe that the average selling price
of our products will generally decline over time and, unless we are able to
reduce our cost per unit to the extent necessary to offset such declines, the
decline in average selling prices will result in a material decline in our gross
margin. In addition, product unit costs could increase if suppliers raise
prices, which could result in a material decline in our gross margin. Although
we have product cost reduction programs in place for certain products that
involve efforts to reduce internal costs and supplier costs, there can be no
assurance that product costs will be reduced or that such reductions will be
sufficient to offset the expected declines in average selling prices. We do not
believe that such cost reduction efforts are likely to have a material adverse
impact on the quality of our products or the level of service provided by us.

        Research and Development. Research and development expenses decreased by
14% to $12.6 million in the nine months ended June 20, 2000, from $14.7 million
in the nine months ended June 30, 1999. As a percentage of net sales, research
and development expenses decreased to 13.7% in the nine months ended June 30,
2000, from 23.3% in the nine months ended June 30, 1999. The decrease in
absolute dollars was primarily the result of a $1.0 million reduction
attributable to the deconsolidation of ICSI and $0.3 million attributable of the
spin-off of NexFlash. The nine months ended June 30, 1999 includes a charge of
$0.9 million in the June 1999 quarter for the write-off of certain licensed
products and technologies which have been replaced by our internally developed
products. We anticipate that our research and development expenses will increase
in absolute dollars in future periods, although such expenses may fluctuate as a
percentage of net sales.

        Selling, General and Administrative. Selling, general and administrative
expenses increased by 18% to $10.8 million in the nine months ended June 30,
2000 from $9.1 million in the nine months ended June 30, 1999. As a percentage
of net sales, selling, general and administrative expenses decreased to 11.7% in
the nine months ended June 30, 2000, from 14.5% in the nine months ended June
30, 1999. The increase in absolute dollars was primarily the result of increased
selling commissions associated with higher revenues in the nine months ended
June 30, 2000 compared to the nine months ended June 30, 1999, offset by a $1.2
million reduction attributable to the deconsolidation of ICSI and $0.1 million
attributable to the spin-off of NexFlash. We expect our selling, general and
administrative expenses may increase in future quarters although such expenses
may fluctuate as a percentage of net sales.

        Gain on sale of investment. The gain on sale of investment decreased to
$0.8 million in the nine months ended June 30, 2000 from $2.6 million in the
nine months ended June 30, 1999. The nine months ended June 30, 2000, includes a
pre-tax gain of approximately $0.8 million in the June 2000 quarter related to
the sale of an additional 8% of our holdings in ICSI. The nine months ended June
30, 1999 includes a gain of approximately $1.8 million in the June 1999 quarter
related to the sale of our investment in UICC to UMC, a pre-tax gain of $1.2
million resulting from the sale of 20% of our holdings in ICSI in the December
1998 quarter offset by the loss of approximately $0.4 million in the March 1999
quarter related to the sale of approximately 33% of our investment in Wafertech
LLC.

        Other income, Net. Other income, net increased by $1.1 million to $1.9
million in the nine months ended June 30, 2000 from $0.8 million in the nine
months ended June 30, 1999. The increase results from increased interest income
as a result of higher cash balances from our follow-on public stock offering in
February 2000.

      Provision (benefit) for Income Taxes. The provision for income taxes for
the nine month period ended June 30, 2000 is comprised of taxes on foreign
earnings and foreign withholding taxes. The provision for income taxes for the
nine month period ended June 30, 1999 is primarily based on foreign withholding
taxes


                                       14
<PAGE>   16

related to the sale of ICSI stock and other foreign withholding taxes. The tax
for the nine months ended June 30, 1999 is higher than for the same period for
fiscal 2000 due to withholding taxes related to the sale of ICSI stock.

LIQUIDITY AND CAPITAL RESOURCES

   As of June 30, 2000, our principal sources of liquidity included cash, cash
equivalents and short-term investments of approximately $103.5 million. During
the nine months ended June 30, 2000, operating activities used cash of
approximately $12.2 million. Cash used by operations was primarily due to
increases in inventories of $22.0 million and in accounts receivable of $10.8
million in support of higher sales levels partially offset by net income and
increases in accounts payable of $10.0 million.

   In the nine months ended June 30, 2000, we used $47.0 million for investing
activities compared to $6.5 million generated by investing activities in the
nine months ended June 30, 1999. The cash used for investing activities was
primarily the result of net purchases of available-for-sale securities of $43.1
million. In addition, we made additional investments of $2.7 million in
WaferTech and $1.4 million in NexFlash and generated $3.3 million from the sale
of additional shares of ICSI stock.

   In the nine months ended June 30, 2000, we made capital expenditures of
approximately $3.0 million for engineering tools and computer software. In
addition, we acquired $0.6 million of test equipment under a capital lease. We
expect to spend approximately $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 generated $96.0 million from financing activities during the nine months
ended June 30, 2000 compared to $1.9 million in the nine months ended June 30,
1999. The primary source of financing for the nine months ended June 30, 2000
was net proceeds from our follow-on public stock offering in the March 2000
quarter of $90.6 million and proceeds from the issuance of common stock of $5.5
million from option exercises and sales under our employee stock purchase plan.

   In June 1998, we sold approximately 46% of ICSI to a group of private
investors. In December 1998, we sold an additional 20% of our holdings in ICSI
to a group of private investors resulting in a pre-tax gain of $1.2 million.
Proceeds from the transaction net of withholding and transaction taxes totaled
$6.6 million (including cash of $4.3 million and notes receivable of $2.3
million). After completion of this transaction, we owned approximately 43% of
ICSI and now account for ICSI on the equity basis. In the quarter ended June 30,
2000, we sold an additional 8% of our holdings in ICSI to a group of private
investors for $3.3 million resulting in a pre-tax gain of $0.8 million.

   In June 1996, we entered into a business venture called WaferTech, LLC with
TSMC, Altera, Analog Devices, and private investors to build a wafer fabrication
facility in Camas, Washington. We agreed to invest $31.2 million for a 4% equity
interest in the venture and, as of September 30, 1998, all of this amount had
been paid. In January 1999, we sold approximately 33% of our investment in
WaferTech to TSMC for $10.0 million. We retain a 2.67% interest in WaferTech. In
October 1999, the major investors in WaferTech made an additional pro-rata
investment in WaferTech. Our pro-rata amount of $2.7 million was invested along
with the other partners. Our investment in WaferTech as of June 30, 2000 was
$23.5 million. We also agreed to certain minimum wafer purchase commitments with
our foundry partners in exchange for wafer capacity commitments. In fiscal 1995,
we entered into an agreement with TSMC pursuant to which we agreed to acquire
specified wafer capacity through 2001. We also agreed to make certain annual
payments, the remaining amount of which totals approximately $9.6 million
through 2001, to TSMC for additional capacity above the annual base capacity.
Wafer purchases in any given year are first applied to the base capacity and
then to our $9.6 million obligation. As a result, the $9.6 million may be
subject to forfeiture if we do not purchase the base capacity and additional
capacity for which we have contracted. We also have minimum purchase obligations
to TSMC related to WaferTech. We are obligated to purchase from WaferTech or
TSMC a minimum of 2.3% of WaferTech's installed capacity. We do not currently
expect to forfeit any amounts or incur any losses associated with these capacity
agreements. Although we have rights to re-schedule or assign capacity to another
party, there can be no


                                       15
<PAGE>   17

assurance that such re-schedule or assignment would be successfully
accomplished. Should we fail to re-schedule or assign unneeded capacity, our
business and operating results could be adversely affected.

   In April 1998, the U.S. Department of Commerce ("DOC") published an
antidumping duty order on imports of SRAMs from Taiwan, from where we currently
import a majority of our SRAMs. As a consequence of this antidumping duty order,
we were required to post a cash deposit on imports of Taiwan fabricated SRAM
wafers or devices, at the ad valorem rate of 7.56%.

   On April 28, 2000, Micron Technology Inc. ("Micron") requested an
administrative review of our Taiwan fabricated SRAMs for the period from April
1, 1999 through March 31, 2000. For entries during this period, the cash
deposits could be returned to us or, alternatively, we could forfeit amounts
deposited and owe duties and interest in addition to the amounts deposited,
depending on results of the DOC administrative review. The final results of the
review, expected in the year 2001 will set a new deposit rate for subsequent
entries, which may be higher or lower than the current rate. We will pay duties
on Taiwan SRAMs entered before April 1, 1999 at the deposit rate. For entries
after March 31, 2000, duties will depend upon whether the DOC conducts an
administrative review of imports entered between April 1, 2000 and March 31,
2001, and if so depending on the results of the DOC review.

   We have retained legal counsel to defend our interests in the antidumping
proceedings. In addition, certain aspects of the antidumping determination are
being challenged in federal court proceedings by respondents to the
investigation. On June 23, 2000 the International Trade Commission ("ITC"),
under instructions from the U.S. Court of International Trade to reconsider its
original injury determination, reversed its determination and ruled that SRAMs
from Taiwan are not injurious to the US industry. If this June 23, 2000
determination is upheld in Federal Court then the antidumping order would be
revoked and all antidumping duties would be refunded. This matter could be
appealed to the U.S. Court of Appeals for the Federal Circuit, and the DOC will
continue to administer the antidumping order until the appeal is finally
resolved.

   Duties calculated and assessed by the government could have a material
adverse affect on our gross margins and profits. There can be no assurance that
any reviews or proceedings will mitigate or eliminate antidumping duties.

   We believe our existing funds and available financing will satisfy our
anticipated working capital and other cash requirements through at least the
next 12 months. We may from time to time take actions to further increase our
cash position through bank borrowings, sales of additional shares of ICSI, the
disposition of certain assets, equity financing or debt financing. We, from time
to time, also evaluate potential acquisitions and equity investments
complementary to our memory expertise and market strategy, including investments
in wafer fabrication foundries. To the extent we pursue such transactions, any
such transactions 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.



                                       16
<PAGE>   18


CERTAIN FACTORS WHICH MAY AFFECT THE COMPANY'S BUSINESS OR FUTURE OPERATING
RESULTS

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

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

   -  the cyclicality of the semiconductor industry;

   -  declines in average selling prices of our products;

   -  oversupply of memory products in the market;

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

   -  market acceptance of our and our customers' products;

   -  the failure to anticipate changing customer product requirements;

   -  fluctuations in manufacturing yields;

   -  failure to deliver products on a timely basis;

   -  disruption in the supply of wafers or assembly services;

   -  changes in product mix;

   -  the timing of significant orders;

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

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

   -  increases in antidumping duties.

WE HAVE A RECENT HISTORY OF LOSSES, AND THERE CAN BE NO ASSURANCE THAT WE WILL
BE ABLE TO SUSTAIN PROFITABILITY IN THE FUTURE.

   We incurred losses of $7.7 million, $50.6 million and $9.5 million in fiscal
1997, 1998 and 1999, respectively. We were profitable for the first three
quarters of fiscal 2000. Our ability to maintain profitability on a quarterly
basis in the future will depend on a variety of factors, including our ability
to increase our net sales, introduce new products on a timely basis, secure
sufficient wafer fabrication capacity and control our operating expenses.
Adverse developments with respect to these or other factors could result in
quarterly or annual operating losses in the future.

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

   A majority of our net sales are derived from the sale of SRAM products, which
are subject to unit volume fluctuations and declines in average selling prices
which could harm our business. For example, in the three months ended June 31,
1998, our net sales decreased by 38% to $25.0 million from $40.7 million in the
three months ended March 31, 1998, principally due to a decrease in unit
shipments of our SRAM products. Further, we anticipate that the average selling
prices of our existing products will decline over time, although the rate of



                                       17
<PAGE>   19

decline may fluctuate for certain products. Such declines may not be offset by
higher volumes or by higher prices on newer products.

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

   Competitive pricing pressures due to an industry-wide oversupply of wafer
capacity resulted in significant price decreases for our products during the
past four years. Historically, average selling prices for semiconductor memory
products have declined, and we expect that average selling prices 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 which compensate for the anticipated declines in the average
selling prices of our existing products.

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

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

   Shifts in industry-wide capacity from shortages to oversupply or from
oversupply to shortages may result in significant fluctuations in our quarterly
or annual operating results. The semiconductor industry is highly cyclical and
is subject to significant downturns resulting from excess capacity,
overproduction, reduced demand or technological obsolescence. These factors can
result in a decline in average selling prices and the stated value of inventory.
In fiscal 1998, we recorded inventory write-downs of $23.0 million. The
inventory write-downs were predominately for lower of cost or market accounting
on certain of our products, primarily SRAMs, and, to a lesser extent, excess
inventory.

   We also write down to zero carrying value inventory on hand in excess of six
months' estimated sales volumes to cover estimated exposures, unless adjustments
are made to the forecast based on management's judgments for newer products, end
of life products or planned inventory increases. In making such judgments to
write down inventory, management takes into account the product life cycles
which can range from 6 to 24 months, the stage in the life cycle of the product,
the impact of competitor's announcements and product introductions on our
products, and purchasing opportunities due to excess wafer capacity.

   We believe that six months is an appropriate period because it is difficult
to accurately forecast for a specific product beyond this time frame due to the
potential introduction of products by competitors, technology obsolescence or
fluctuations in demand. Our policy regarding excess inventory has resulted in
inventory write-downs for excess inventory of approximately $0, $5.4 million,
and $0 for fiscal year 1999, 1998 and 1997, respectively, and recoveries of
written-down inventory of approximately $0, $0, and $13.9 million in fiscal
1999, 1998 and 1997, respectively. Future additional inventory write-downs may
occur due to lower of cost or market accounting, excess inventory or inventory
obsolescence.

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

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


                                       18
<PAGE>   20

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

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

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

   -  investments in foundries;

   -  joint ventures;

   -  other partnership relationships with foundries;

   -  option payments or other prepayments to a foundry; or

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

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

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

   A majority of our products are incorporated into products such as internet
access devices, networking equipment, telecommunications equipment and PC
peripherals. These markets have from time to time experienced cyclical,
depressed business conditions, often in connection with, or in anticipation of,
a decline in general economic conditions. Such industry downturns have resulted
in reduced product demand and declining average selling prices. Our business
would be harmed by any future downturns in the markets that we serve.

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

   Sales to 3Com accounted for approximately 9%, 20% and 19% of total net sales
for the nine months ended June 30, 2000 and for fiscal 1999 and fiscal 1998,
respectively. Sales to Flextronics International accounted for 12% of total net
sales for the nine months ended June 30, 2000. As sales to these customers are
executed pursuant to purchase orders and no purchasing contract exists, these
customers can cease doing business with us at any time. We expect a significant
portion of our future sales to remain concentrated within a limited number of
strategic customers. We may not be able to retain our strategic customers, such
customers may cancel or reschedule orders, or in the event of canceled orders,
such orders may not be replaced by other sales. In addition, sales to any
particular customer may fluctuate significantly from quarter to quarter which
could harm our business.

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

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


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<PAGE>   21

performance problems in our products could result in financial or other damages
to our customers or could lessen market acceptance of our products. Our
customers could also seek and obtain damages from us for their losses. A product
liability claim brought against us, even if unsuccessful, would likely be time
consuming and costly to defend.

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

   The semiconductor memory market is intensely competitive and has been
characterized by an oversupply of product, price erosion, rapid technological
change, short product life cycles, cyclical market patterns and heightened
foreign and domestic competition. Certain of our competitors offer broader
product lines and have greater financial, technical, marketing, distribution and
other resources than us. There can be no assurance that we will be able to
compete successfully against any of these competitors. Our ability to compete
successfully in the high performance memory market depends on factors both
within and outside of our control, including:

   -  real or perceived imbalances in supply and demand;

   -  product pricing;

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

   -  the success of our customers' products;

   -  access to advanced process technologies at competitive prices;

   -  product functionality, performance and reliability;

   -  successful and timely product development;

   -  the supply and cost of wafers;

   -  achievement of acceptable yields of functional die;

   -  the gain or loss of significant customers; and

   -  the nature of our competitors and general economic conditions.

   In addition, we are vulnerable to technology advances utilized by competitors
to manufacture higher performance or lower cost products. There can be no
assurance that we will be able to compete successfully in the future as to any
of these factors. Our failure to compete successfully in these or other areas
could harm our business.

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

   In the semiconductor industry, it is not unusual for companies to receive
notices alleging infringement of patents or other intellectual property rights
of others. We have been, and from time-to-time expect to be, notified of claims
that we may be infringing patents, maskwork rights or copyrights owned by third
parties. For example, for a number of years we have been corresponding with a
large international semiconductor company regarding potential infringement of
certain of their patents by us and certain of our patents by them. Other
companies may pursue claims against us with respect to the alleged infringement
of patents, maskwork rights, copyrights or other intellectual property owned by
third parties. If it appears necessary or desirable, we may seek licenses under
patents that we are alleged to be infringing. Although patent holders commonly
offer such licenses, licenses may not be offered and the terms of any offered
licenses may not be acceptable to us.


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<PAGE>   22

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

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

   In the nine months ended June 30, 2000, approximately 55% of our net sales
was attributable to customers located in the United States, 22% was attributable
to customers located in Europe and 23% was attributable to customers located in
Asia. In fiscal 1999, approximately 52% of our net sales was attributable to
customers located in the United States, 20% was attributable to customers
located in Europe and 28% was attributable to customers located in Asia.
Accordingly, our future operating results will also depend on general economic
conditions in Asia, the United States and our other markets. In addition, the
markets for our products, which are highly cyclical, may not continue to grow.
We anticipate that sales to international customers will continue to represent a
significant percentage of net sales.

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

   -  economic conditions in Asia, particularly Taiwan;

   -  changes in trade policy and regulatory requirements;

   -  duties, tariffs and other trade barriers and restrictions;

   -  the burdens of complying with foreign laws;

   -  foreign currency fluctuations; and

   -  political instability.

IF WE NEED TO MAKE PAYMENTS FOR UNUSED WAFER CAPACITY, OUR BUSINESS WILL BE
HARMED.

   We have minimum wafer purchase commitments with our foundry partners in
exchange for wafer capacity commitments. Should we fail to reschedule or assign
unneeded capacity, we will be required to make payments for the unused capacity
and our business would be harmed. We have agreed to make certain annual
purchases totaling, in aggregate, approximately $9.6 million through 2001 from
TSMC for additional capacity above the annual base capacity. Wafer purchases in
any given year are first applied to the base capacity and then to our $9.6
million obligation. As a result, we could be forced to pay up to $9.6 million
even if we do not purchase the base capacity and additional capacity for which
we have contracted. We also have minimum purchase obligations to TSMC related to
WaferTech LLC, a business venture in which we are an investor. We are obligated
to purchase from WaferTech or TSMC a minimum of 2.3% of WaferTech's installed
capacity. Although we have rights to reschedule or assign capacity to other
parties, we may not be able to successfully do so.

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

   Our success depends upon the continued service of key technical and
management personnel, including Jimmy S.M. Lee, Chairman and Chief Executive
Officer, and on our ability to continue to attract, retain and motivate
qualified personnel, particularly experienced circuit designers and process
engineers. The competition for such employees is intense. We have no employment
contracts or key person life insurance policies with or


                                       21
<PAGE>   23

for any of our executive officers. The loss of the service of one or more of our
key personnel could materially and adversely affect our business and operating
results.

OUR STOCK PRICE IS EXPECTED TO BE VOLATILE.

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

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

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

   -  increases or decreases in wafer capacity;

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

   -  governmental regulations, trade laws and import duties;

   -  litigation;

   -  new or revised earnings estimates;

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

   -  announcements of technological innovations by us or our competitors;

   -  additions or departures of senior management; and

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

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



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<PAGE>   24


                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

   In April 1998, the U.S. Department of Commerce ("DOC") published an
antidumping duty order on imports of SRAMs from Taiwan, from where we currently
import a majority of our SRAMs. As a consequence of this antidumping duty order,
we were required to post a cash deposit on imports of Taiwan fabricated SRAM
wafers or devices, at the ad valorem rate of 7.56%.

   On April 28, 2000, Micron Technology Inc. ("Micron") requested an
administrative review of our Taiwan fabricated SRAMs for the period from April
1, 1999 through March 31, 2000. For entries during this period, the cash
deposits could be returned to us or, alternatively, we could forfeit amounts
deposited and owe duties and interest in addition to the amounts deposited,
depending on results of the DOC administrative review. The final results of the
review, expected in the year 2001 will set a new deposit rate for subsequent
entries, which may be higher or lower than the current rate. We will pay duties
on Taiwan SRAMs entered before April 1, 1999 at the deposit rate. For entries
after March 31, 2000, duties will depend upon whether the DOC conducts an
administrative review of imports entered between April 1, 2000 and March 31,
2001, and if so depending on the results of the DOC review.

   We have retained legal counsel to defend our interests in the antidumping
proceedings. In addition, certain aspects of the antidumping determination are
being challenged in federal court proceedings by respondents to the
investigation. On June 23, 2000 the International Trade Commission ("ITC"),
under instructions from the U.S. Court of International Trade to reconsider its
original injury determination, reversed its determination and ruled that SRAMs
from Taiwan are not injurious to the US industry. If this June 23, 2000
determination is upheld in Federal Court then the antidumping order would be
revoked and all antidumping duties would be refunded. This matter could be
appealed to the U.S. Court of Appeals for the Federal Circuit, and the DOC will
continue to administer the antidumping order until the appeal is finally
resolved.

   Duties calculated and assessed by the government could have a material
adverse affect on our gross margins and profits. There can be no assurance that
any reviews or proceedings will mitigate or eliminate antidumping duties.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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

             Exhibit 27 Financial Data Schedule.

        (b)  Reports on Form 8-K.

        The registrant did not file any reports on Form 8-K during the quarter
ended June 30, 2000.

ITEM 7A.  FINANCIAL MARKET RISK

        Our principal financial market risk relates to the interest rates
associated with our investment portfolio. All of our cash equivalents and
short-term investments are classified as available-for-sale. Available-for-sale
securities are carried at fair value, with unrealized gains and losses, net of
tax, reported in a separate component of stockholders' equity. The amortized
cost for available-for-sale debt securities is adjusted for the amortization of
premiums and accretion of discounts to maturity. Such amortization is included
in investment income. Realized gains and losses and declines in value judged to
be other-than-temporary on available-for-sale securities are included in
investment income. The cost of securities sold is based on the specific
identification method. Interest and dividends on securities classified as
available-for-sale are included in investment income. At June 30, 2000 and
September 30, 1999, the cost of these securities approximated the fair value
(quoted market price) and the amount of unrealized gain or loss was not
significant. There were no gains or losses on the sale of securities for the
three and nine months ended June 30, 2000 and 1999.



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<PAGE>   25


                                   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 3, 2000                  /s/ Gary L. Fischer
                                        ----------------------------------------
                                        Gary L. Fischer
                                        Executive Vice President,
                                        Office of the President, and
                                        Chief Financial Officer
                                        (Principal Financial and
                                        Accounting Officer)









                                       24

<PAGE>   26
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER              DESCRIPTION
------              -----------
<S>                 <C>
 27.1               Financial Data Schedule
</TABLE>