Intersil (ISIL) 10-Q 2001 Q3 Quarterly report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 28, 2001

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                     .

Commission file number: 000-29617

Intersil Corporation

(Exact name of registrant as specified in its charter)

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

7585 Irvine Center Drive

Suite 100

Irvine, California 92618

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:

(949) 341-7000

     Indicate by check mark whether the registrant (formerly named Intersil Holding Corporation) (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     þ           No     o.

     The number of shares outstanding of the issuer’s classes of common stock as of the close of business on November 7, 2001:

	Number of
Title of Each Class	Shares
Class A Common Stock, par value $.01 per share		90,494,033
Class B Common Stock, par value $.01 per share		16,282,475

INTERSIL CORPORATION

INDEX

		Page
PART I.	FINANCIAL INFORMATION
Item  1.	Financial Statements
	Condensed Consolidated Statements of Operations for the 13 Weeks and 39 Weeks Ended September 28, 2001 and September 29, 2000		2
	Condensed Consolidated Statements of Comprehensive Income for the 13 Weeks and 39 Weeks Ended September 28, 2001 and September 29, 2000		3
	Condensed Consolidated Balance Sheets as of September  28, 2001 and December 29, 2000		4
	Condensed Consolidated Statements of Cash Flows for the 39 Weeks Ended September 28, 2001 and September 29, 2000		5
	Notes to Condensed Consolidated Financial Statements		6
Item  2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		11
Item  3.	Quantitative and Qualitative Disclosures About Market Risk		18
PART II.	OTHER INFORMATION
Item  1.	Legal Proceedings		18
Item  4.	Submission of Matters to a Vote of Security Holders		20
Item  6.	Exhibits and Reports on Form 8-K		20
SIGNATURE	S		21

1

PART I.     FINANCIAL INFORMATION

Item 1.     Financial Statements

INTERSIL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

			13 Weeks Ended						39 Weeks Ended
			September 28,			September 29,			September 28,			September 29,
			2001			2000			2001			2000
			(Unaudited)
			(In thousands, except per share amounts)
Revenue
	Product sales		$	113,391		$	166,200		$	359,453		$	422,101
Costs and Expenses
	Cost of product sales			55,793			82,104			200,192			225,233
	Research and development			25,391			22,964			80,591			60,859
	Selling, general & administrative			21,387			32,673			71,249			87,043
	Intangible amortization			11,328			5,888			33,594			11,432
	Impairment of long-lived assets			—			—			7,583			—
	Restructuring			—			—			32,419			—
	Other			—			—			—			1,177
Operating income (loss)				(508	)		22,571			(66,175	)		36,357
	Loss on sale of Malaysian operation			—			—			—			24,825
	Interest expense			301			3,863			2,026			20,961
	Interest income			(5,439	)		(3,370	)		(16,939	)		(6,578	)
	Impairment on investments			—			—			8,242			—
	Income (loss) before sale of certain assets, income taxes, extraordinary item and cumulative effect of a change in accounting principle			4,630			22,078			(59,504	)		(2,851	)
	Operating results of certain operations disposed of during 2001
		Net sales		—			52,441			38,428			158,644
		Costs and expenses		—			(41,367	)		(41,447	)		(119,670	)
				—			11,074			(3,019	)		38,974
	Gain on sale of certain operations			—			—			168,437			—
				—			11,074			165,418			38,974
	Income before income taxes, extraordinary item and cumulative effect of a change in accounting principle			4,630			33,152			105,914			36,123
	Income taxes			7,911			13,841			57,376			12,153
	Income (loss) before extraordinary item and cumulative effect of a change in accounting principle			(3,281	)		19,311			48,538			23,970
	Extraordinary item — loss on extinguishment of debt, net of tax effect			—			—			(12,185	)		(25,518	)
	Income (loss) before cumulative effect of a change in accounting principle			(3,281	)		19,311			36,353			(1,548	)
	Cumulative effect of adoption of FAS 133, net of tax effect			—			(197	)		—			(197	)
Net income (loss)				(3,281	)		19,114			36,353			(1,745	)
	Preferred dividends			—			—			—			(1,540	)
Net income (loss) to common shareholders			$	(3,281	)	$	19,114		$	36,353		$	(3,285	)
Basic income (loss) per share Income before extraordinary item			$	(0.03	)	$	0.20		$	0.46		$	0.25
	Extraordinary item			—			—			(0.12	)		(0.29	)
	Net income (loss)		$	(0.03	)	$	0.20		$	0.34		$	(0.04	)
Diluted income (loss) per share Income before extraordinary item			$	(0.03	)	$	0.19		$	0.44		$	0.24
	Extraordinary item			—			—			(0.11	)		(0.27	)
	Net income (loss)		$	(0.03	)	$	0.19		$	0.33		$	(0.03	)
Weighted average common shares outstanding (in millions):
	Basic			105.7			96.1			105.5			88.3
	Diluted			105.7			102.6			108.9			95.3

See notes to condensed consolidated financial statements.

2

INTERSIL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

		13 Weeks Ended						39 Weeks Ended
		September 28,			September 29,			September 28,			September 29,
		2001			2000			2001			2000
		(Unaudited)
		(In thousands)
Net income (loss)		$	(3,281	)	$	19,114		$	36,353		$	(1,745	)
Other comprehensive income (loss):
	Currency translation adjustments		179			(2,120	)		78			(764	)
	Unrealized loss on available-for-sale securities		(1,684	)		—			(1,684	)		—
Comprehensive income (loss)		$	(4,786	)	$	16,994		$	34,747		$	(2,509	)

See notes to condensed consolidated financial statements.

3

INTERSIL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

			September 28,			December 29,
			2001			2000
			(Unaudited)
			(In thousands)
ASSETS
Current Assets
	Cash and cash equivalents		$	624,185		$	352,597
	Trade receivables, less allowances for collection loss ($2,957 as of September 28, 2001 and $736 as of December  29, 2000)			70,799			123,979
	Inventories			66,840			126,198
	Prepaid expenses and other current assets			11,428			10,569
	Deferred income taxes			21,804			27,756
		Total Current Assets		795,056			641,099
Other Assets
	Property, plant & equipment, less allowances for depreciation ($56,846 as of September 28, 2001 and $55,673 as of December 29, 2000)			136,664			235,559
	Intangibles, less accumulated amortization ($55,518 as of September 28, 2001 and $27,057 as of December 29, 2000)			251,794			307,183
	Other			27,069			45,927
		Total Other Assets		415,527			588,669
Total Assets			$	1,210,583		$	1,229,768
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
	Trade payables		$	26,132		$	43,209
	Retirement plan accruals			5,559			5,507
	Accrued compensation			22,967			28,203
	Accrued interest and sundry taxes			5,368			6,684
	Exit costs			6,482			—
	Restructuring costs			19,234			—
	Other accrued items			26,799			26,045
	Distributor reserves			4,953			8,002
	Income taxes payable			42,415			—
	Long-term debt — current portion			—			484
		Total Current Liabilities		159,909			118,134
Other Liabilities
	Deferred income taxes			6,144			35,632
	Long-term debt			—			64,966
Shareholders’ Equity
	Preferred Stock, $.01 par value, 100,000 shares authorized, no shares issued or outstanding			—			—
	Class A Common Stock, $.01 par value, voting; 300,000,000 shares authorized, 74,186,273 shares outstanding at September 28, 2001 and 68,099,740 shares outstanding at December 29, 2000			744			680
	Class B Common Stock, $.01 par value, non-voting; 300,000,000 shares authorized, 31,571,048 shares outstanding at September 28, 2001 and 37,206,996 shares outstanding at December 29, 2000			316			372
	Additional paid-in capital			1,061,569			1,051,213
	Retained earnings (deficit)			655			(35,699	)
	Unearned compensation			(1,334	)		(3,857	)
	Accumulated other comprehensive loss			(5,487	)		(1,673	)
				1,056,463			1,011,036
	Treasury shares, at cost, 498,000 shares			(11,933	)		—
Total Shareholders’ Equity				1,044,530			1,011,036
Total Liabilities and Shareholders’ Equity			$	1,210,583		$	1,229,768

See notes to condensed consolidated financial statements.

4

INTERSIL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

			39 Weeks Ended
			September 28,			September 29,
			2001			2000
			(Unaudited)
			(In thousands)
Operating Activities:
	Net income (loss)		$	36,353		$	(1,745	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities
	Depreciation and amortization			54,988			51,004
	Provisions for inventory obsolescence			20,172			27,214
	Restructuring and impairments			48,244			—
	Gain on sale of certain operations			(168,437	)		—
	Write-off of unearned compensation			—			878
	Loss on sale of Malaysian operation			—			24,825
	Deferred income taxes			(23,536	)		(4,680	)
Changes in assets and liabilities:
	Trade receivables			53,180			(32,671	)
	Inventories			(2,121	)		(5,653	)
	Prepaid expenses			(859	)		(4,049	)
	Trade payables and accrued liabilities			(37,930	)		5,922
	Income taxes			43,443			13,969
	Other			6,679			(8,784	)
		Net cash provided by operating activities		30,176			66,230
Investing Activities:
Proceeds from sale of certain operations				338,016			52,500
Property, plant and equipment				(30,510	)		(39,055	)
		Net cash provided by investing activities		307,506			13,445
Financing Activities
	Proceeds from offering			—			672,097
	Proceeds from exercise of stock plans			7,657			2,207
	Repurchase of treasury stock			(11,933	)		—
	Payments of borrowings			(61,545	)		(423,402	)
		Net cash provided by (used in) financing activities		(65,821	)		250,902
	Effect of exchange rates on cash and cash equivalents			(273	)		888
		Net increase in cash and cash equivalents		271,588			331,465
		Cash and cash equivalents at the beginning of the period		352,597			40,122
		Cash and cash equivalents at the end of the period	$	624,185		$	371,587
Supplemental Disclosures — Non-Cash Activities:
	Exchange of common stock for preferred stock		$	—		$	89,500
	Additional paid-in capital from tax benefit on exercise of non-qualified stock options		$	2,707		$	3,220
	Common stock issued in acquisition of No Wires Needed, B.V.		$	—		$	111,348
	Preferred stock received from sale of Malaysian operation		$	—		$	15,800

See notes to condensed consolidated financial statements.

5

INTERSIL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note A — Basis of Presentation

     The condensed consolidated balance sheet of Intersil Corporation (“Intersil” or the “Company”) as of September 28, 2001, the condensed consolidated statements of operations for the 13 weeks and 39 weeks ended September 28, 2001 and September 29, 2000 and the condensed consolidated statements of cash flows for the 39 weeks ended September 28, 2001 and September 29, 2000 have been prepared by the Company, without audit. In the opinion of management, all adjustments (which are of a normal recurring nature) necessary to present fairly the financial position, results of operations and cash flows at September 28, 2001, and for all periods presented, have been made. The condensed consolidated balance sheet at December 29, 2000, has been derived from the Company’s audited consolidated financial statements at that date.

     The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. This report should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Transition Report on Form 10-K for the 26 weeks ended December 29, 2000.

     Income taxes for the 13 weeks ended September 28, 2001 include an adjustment of $5.2 million to provide for income taxes for the 39 weeks ended September 28, 2001 that reflects the Company’s best estimate of its effective tax rate for the full calendar year.

     On March 16, 2001, the Company sold the assets of its Discrete Power products group to Fairchild Semiconductor Corporation (“Fairchild”). The condensed consolidated balance sheet as of September 28, 2001 has been reduced by the assets purchased and liabilities assumed by Fairchild.

     The results of operations for the 13 weeks and 39 weeks ended September 28, 2001, are not necessarily indicative of results that may be expected for any other interim period or for the full calendar year.

Note B — Inventories

     Inventories are summarized below (in thousands):

	September 28,			December 29,
	2001			2000
	(Unaudited)
Finished products	$	30,557		$	51,583
Work in progress		70,680			94,477
Raw materials and supplies		3,299			9,002
		104,536			155,062
Less inventory reserves		(37,696	)		(28,864	)
	$	66,840		$	126,198

     At September 28, 2001 and December 29, 2000, Intersil was committed to purchase $6.1 million and $24.4 million, respectively, of inventory from suppliers. Management believes the cost of this inventory approximates current market value.

6

INTERSIL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note C — Earnings Per Share

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

			13 Weeks Ended					39 Weeks Ended
			September 28,			September 29,		September 28,		September 29,
			2001			2000		2001		2000
			(Unaudited)
Numerator:
	Net income (loss) available to common shareholders (numerator for basic and diluted earnings per share)		$	(3,281	)	$	19,114	$	36,353	$	(3,285	)
Denominator:
	Denominator for basic earnings per share-weighted average common shares			105,691			96,143		105,493		88,297
	Effect of dilutive securities:
		Stock options		—			1,818		1,340		1,439
		Warrants		—			4,667		2,020		5,506
	Denominator for diluted earnings per share-adjusted weighted average common shares			105,691			102,628		108,853		95,242
Basic earnings (loss) per share			$	(0.03	)	$	0.20	$	0.34	$	(0.04	)
Diluted earnings (loss) per share			$	(0.03	)	$	0.19	$	0.33	$	(0.03	)

     The effect of dilutive securities is not included in the computation for the 13 weeks ended September 28, 2001, because to do so would be antidilutive.

Note D — Marketable Securities and Investment Impairment

     Marketable securities consist of shares of ChipPAC, Inc. (“ChipPAC”) common stock that have been classified as other assets. They are recorded at fair value, which is determined based on quoted market prices. On August 8, 2000, ChipPAC completed its initial public offering and Intersil’s investment in ChipPAC preferred stock was converted to an investment in ChipPAC common stock.

     During the 13 weeks ended March 30, 2001, the Company recorded an impairment charge of $8.2 million ($4.0 million after tax) related to its investment in ChipPAC, Inc. common stock which reflected an other than temporary decline in value based on two consecutive quarters where the quoted market price was less than the carrying value. An unrealized holding loss in the amount of $1.7 million, net of tax, has been charged to other comprehensive income/(loss) for the 13 weeks ended September 28, 2001.

Note E — Common Stock

     In March 2001, the Board of Directors authorized a stock repurchase program under which the Company may repurchase up to $50 million of its outstanding common stock. The number of shares to be repurchased and timing of purchases will be based on a variety of factors, including general market conditions, and the market price and trading volume of its shares. As of September 28, 2001, 498,000 shares at an approximate cost of $11.9 million had been repurchased and are held as treasury stock.

7

INTERSIL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note F — Sale of Certain Operations

     On March 16, 2001, the Company sold the assets of its Discrete Power products group to Fairchild for a purchase price of $338.0 million in cash and the assumption by Fairchild of certain liabilities of the product group. As a result of the sale, the Company recognized a gain of $168.4 million ($81.8 million after tax), which was net of the assets purchased and liabilities assumed by Fairchild, transaction fees and other exit costs associated with the sale. The exit costs include employee termination benefits that will be incurred within one year from the sale date. A summary of the exit costs and the remaining accrual follows:

							Balance
							September 28,
		Additions		Utilization			2001
		(In millions)
Exit costs
	Employee termination costs	$	5.4	$	(5.4	)	$	—
	Information technology costs		7.4		(1.5	)		5.9
	Asset removal and related costs		16.7		(16.6	)		0.1
	Lease termination and other location closing costs		0.7		(0.2	)		0.5
		$	30.2	$	(23.7	)	$	6.5

     At the date of the sale, Fairchild made offers of employment to a portion of the Intersil employees who supported the Discrete Power products group. Approximately 185 employees who were not offered jobs with Fairchild or who did not accept an employment offer were notified that their employment would be terminated and of the specifics of their severance benefits. Those positions included manufacturing, selling and general and administrative employees with 158 of the employees being located in the United States, 22 in Europe and 5 in Asia. As of October 19, 2001, 185 employees had been terminated.

     Other exit costs included information technology costs required to cover transferred software license fees and system modifications necessary to support the business transition activity. A transition services agreement provided that Intersil provide systems support to Fairchild for up to twelve months from the date of sale. Intersil wrote off $14.8 million of intangible assets as well as other miscellaneous assets attributable to the Discrete Power products group. Intersil also identified approximately five foreign sales offices that it would close as a result of the sale. These offices will be closed prior to March 31, 2002.

Note G — Restructuring and Other Non-Recurring Charges

     In March 2001, the Board of Directors approved and the Company announced several major restructuring activities to improve on-going operations and product gross margins. The restructuring plans included the phased closure of the Company’s Findlay, Ohio manufacturing operation, the exit of the modem board assembly manufacturing process in Scottsdale, Arizona and the exit of the valued-added-reseller’s channel in Europe for wireless access end products. As a result of the restructuring, the Company recorded expenses of approximately $32.4 million ($15.7 million after tax). The plans include certain exit costs and employee termination benefits. Benefits from these restructurings will be realized as each of the specific actions are

8

INTERSIL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

completed in the form of reduced employee expenses, lower depreciation expense and lower operating costs. A summary of the restructuring charges and the remaining accrual follows:

								Balance
								September 28,
			Additions		Utilization			2001
			(In millions)
Restructuring costs
	Employee termination costs
		Findlay plant closure	$	16.4	$	(1.9	)	$	14.5
		SiCOM board business exit		0.3		(0.1	)		0.2
		NWN VAR business exit		0.2		(0.2	)		—
				16.9		(2.2	)		14.7
	Other exit costs
		Findlay facility decommission costs		4.5		(0.3	)		4.2
		SiCOM asset removal and related costs		10.0		(10.0	)		—
		SiCOM contract cancellation costs		1.0		(0.7	)		0.3
				15.5		(11.0	)		4.5
Total restructuring costs			$	32.4	$	(13.2	)	$	19.2

     In connection with the announced restructurings, approximately 534 employees were notified that their employment would be terminated and of the specifics of their severance benefits. Those positions included manufacturing, selling and general and administrative employees with 521 of the employees being located in the United States and 13 in Europe. As of October 19, 2001, approximately 13% of the affected employees had been terminated; due to the timing of the phased closure of the Findlay, Ohio manufacturing operation, the remaining employees will be terminated over the next 12 months.

     Other exit costs include costs to decommission (removal of semiconductor specific equipment and leasehold improvements) the Findlay site to a marketable condition. Intersil wrote off $9.5 million of intangible assets as well as other miscellaneous assets attributable to the exit of the modem board assembly manufacturing process. The Company plans to terminate some existing contracts in connection with the planned exit of the modem board assembly manufacturing process and has recognized the associated termination costs as part of this restructuring. These contracts will be terminated prior to the end of the calendar year.

     In connection with the planned phased closure of the Findlay, Ohio manufacturing operation, the Company recorded an impairment of $7.6 million ($3.7 million after tax) on the property, plant and equipment. The impairment was determined by comparing the carrying value of the assets to an appraised value on the land, equipment and buildings and the expected future undiscounted net cash flows from the equipment to be disposed.

Note H — Extraordinary Item

     In March 2001, the Company tendered all of the $61.4 million in outstanding 13.25% senior subordinated notes. The Company recorded an extraordinary charge of $19.7 million ($12.2 million after tax) related to premiums paid on repurchase and the write-off of deferred financing fees.

9

INTERSIL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note I — Recent Accounting Pronouncements

     In June 2001, the Financial Accounting Standards Board, or FASB, issued Statements of Financial Accounting Standards, or FAS, No. 142, “Goodwill and Other Intangible Assets.” Under the new rules, goodwill and indefinite lived intangible assets are no longer amortized but are reviewed annually for impairment. Separable intangible assets that are not deemed to have an indefinite life will continue to be amortized over their useful lives. The amortization provisions of FAS No. 142 apply to goodwill and intangible assets acquired after June 30, 2001. With respect to goodwill and intangible assets acquired prior to July 1, 2001, the Company will apply the new accounting rules beginning December 29, 2001. The Company is currently assessing the financial impact FAS No. 142 will have on its consolidated financial statements.

10

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

Cautionary Statement

     The following discussion should be read in conjunction with, and is qualified in its entirety by reference to our Condensed Consolidated Financial Statements, including the Notes thereto. The information contained in this Quarterly Report on Form 10-Q is not a complete description of our business or the risks associated with an investment in our common stock. You should carefully review and consider the various disclosures made by Intersil in this Report and in our other reports filed with the Securities and Exchange Commission, including our Transition Report on Form 10-K for the 26 weeks ended December 29, 2000, and our subsequent Quarterly Report on Form 10-Q, and reports on Form 8-K, that discuss our business, results of operations, and financial condition in greater detail. Except for historical information, the discussions in this section contain forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those discussed below.

     This Quarterly Report contains statements relating to expected future results and business trends of the Company that are based upon our current estimates, expectations, and projections about our industry, and upon management’s beliefs, and certain assumptions we have made, that are “forward-looking statements” as defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will,” and variations of these words or similar expressions are intended to identify “forward looking statements.” In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances, including any underlying assumptions, are “forward looking statements.” Such statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict. Therefore, our actual results may differ materially and adversely from those expressed in any “forward looking statement” as a result of various factors. These factors include, but are not limited to: global economic and market conditions, including the cyclical nature of the semiconductor industry and the markets addressed by the Company’s and its customers’ products; demand for, and market acceptance of, new and existing products; successful development of new products; the timing of new product introductions; the successful integration of acquisitions; the availability and extent of utilization of manufacturing capacity and raw materials; the need for additional capital; pricing pressures and other competitive factors; changes in product mix; fluctuations in manufacturing yields; product obsolescence; the ability to develop and implement new technologies and to obtain protection of the related intellectual property; the effectiveness of the Company’s expense and product cost control and reduction efforts; intellectual property disputes, customer indemnification claims and other litigation risks. The information contained in this Quarterly Report is not a complete description of our business or the risks associated with an investment in our common stock. These forward-looking statements are made only as of the date hereof, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

     We provide system level solutions for the wireless networking and communications analog markets. We focus on high data rate wireless connectivity, power management and wireless and wired communications infrastructures. We use our expertise in digital and analog semiconductors and radio and software design to deliver chip sets, components, software and licensable application designs for communications and computing customers.

11

Quarterly Results

    The following table sets forth the unaudited historical quarterly revenue of our product groups excluding the Discrete Power product group, which we sold to Fairchild Semiconductor Corporation (“Fairchild”) in March 2001:

		Calendar
		Year
		1999		Calendar Year 2000								Calendar Year 2001
		Q4		Q1		Q2		Q3		Q4		Q1		Q2		Q3
		(in millions)
Revenue
Wireless Access		$	14.9	$	22.1	$	29.8	$	51.4	$	59.8	$	35.9	$	32.4	$	29.6
Communications Analog			33.1		44.3		54.3		56.6		51.9		42.6		39.8		45.6
Other Analog			55.4		51.3		54.1		58.2		53.1		49.3		46.1		38.2
	Total	$	103.4	$	117.7	$	138.2	$	166.2	$	164.8	$	127.8	$	118.3	$	113.4

    During calendar year 2001, the semiconductor industry has experienced a slowdown in both the wireless access and communications analog markets. Additionally, we have experienced slowing demand for our other analog products aimed primarily at the automotive and industrial markets.

    The semiconductor industry has historically experienced declining selling prices over the past 15 years, and we expect that trend to continue in the future. Based on our history, we expect to realize productivity gains that will offset the decline in average selling prices and therefore we do not anticipate a significant adverse effect on our financial condition.

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Results of Operations

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

			13 Weeks Ended						39 Weeks Ended
			September 28,			September 29,			September 28,			September 29,
			2001			2000			2001			2000
Revenue
	Wireless Access			26.1	%		30.9	%		27.2	%		24.5	%
	Communication Analog			40.3			34.1			35.6			36.8
	Other Analog			33.6			35.0			37.2			38.7
		Total		100.0			100.0			100.0			100.0
Costs and expenses
	Cost of product sales			49.2			49.4			55.7			53.4
	Research and development			22.4			13.8			22.4			14.4
	Selling, general & administrative			18.9			19.7			19.8			20.6
	Intangible amortization			10.0			3.5			9.3			2.7
	Impairment of long-lived assets			—			—			2.1			—
	Restructuring			—			—			9.0			—
	Other			—			—			—			0.3
Operating income (loss)				(0.4	)		13.6			(18.4	)		8.6
	Loss on sale of Malysian operation			—			—			—			5.9
	Interest expense			0.3			2.3			0.6			5.0
	Interest income			(4.8	)		(2.0	)		(4.7	)		(1.6	)
	Impairment on investments			—			—			2.3			—
	Income (loss) before sale of certain assets, income taxes, extraordinary item and cumulative effect of a change in accounting principle			4.1			13.3			(16.6	)		(0.7	)
	Operating results of certain operations disposed of during 2001
		Net sales		—			31.6			10.7			37.6
		Costs and expenses		—			(24.9	)		(11.5	)		(28.3	)
				—			6.7			(0.8	)		9.3
	Gain on sale of certain operations			—			—			46.9			—
				—			6.7			46.0			9.3
	Income before income taxes, extraordinary item and cumulative effect of a change in accounting principle			4.1			19.9			29.5			8.6
	Income taxes			7.0			8.3			16.0			2.9
	Income (loss) before extraordinary item cumulative effect of a change in accounting principle			(2.9	)		11.6			13.5			5.7
	Extraordinary item — loss on extinguishment of debt, net of tax effect			—			—			(3.4	)		(6.0	)
	Income (loss) before cumulative effect of a change in accounting principle			(2.9	)		11.6			10.1			(0.4	)
	Cumulative effect of adoption of FAS 133, net of tax effect			—			(0.1	)		—			—
Net income (loss)				(2.9	)%		11.5	%		10.1	%		(0.4	)%

Note:  Amounts may not add due to rounding.

     Revenue

     Revenue for the 13 weeks ended September 28, 2001 decreased 31.8% to $113.4 million from $166.2 million during the 13 weeks ended September 29, 2000. Revenue for the 39 weeks ended September 28, 2001 decreased 14.9% to $359.4 million from $422.1 million during the 39 weeks ended September 29, 2000. The decline in both periods resulted from the overall semiconductor industry slowdown during calendar year 2001.

     Geographically, 31.8%, 15.6% and 52.6% of product sales were derived in North America, Europe and Asia/Pacific, respectively, during the 13 weeks ended September 28, 2001 compared to 46.6%, 16.4% and 37.0% during the 13 weeks ended September 29, 2000. For the 39 weeks ended September 28, 2001, 35.0%, 20.6% and 44.4% of product sales were derived in North America, Europe and Asia/Pacific, respectively, compared to 50.1%, 17.3% and 32.6% during the 39 weeks ended September 29, 2000.

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     Cost of Product Sales

     Cost of product sales consists primarily of purchased materials, labor and overhead (including depreciation) associated with product manufacturing, plus royalty, warranty and sustaining engineering expenses pertaining to products sold. Gross margin is calculated by subtracting cost of product sales from revenue. In the 13 weeks ended September 28, 2001, gross margin on product sales declined 31.5% to $57.6 million from $84.1 million in the 13 weeks ended September 29, 2000. Gross margin on product sales declined 19.1% to $159.2 million in the 39 weeks ended September 28, 2001 from $196.9 million in the 39 weeks ended September 29, 2000. As a percent of sales, gross margin was 50.8% and 44.3% during the 13 weeks and 39 weeks ended September 28, 2001, respectively, compared to 50.6% and 46.6% during the 13 weeks and 39 weeks ended September 29, 2000, respectively. We recorded an inventory charge of $19.2 million in the quarter ended March 30, 2001 due to the exit of product lines and obsolescence related to changing market conditions. We anticipate that future gross profit percentages will continue to be affected by factors such as product mix, the timing of new product introductions, market conditions and manufacturing volume.

     Research and Development (“R&D”)

     R&D expenses consist primarily of salaries and selected costs of employees engaged in product/process research, design and development activities, as well as related subcontracting activities, prototype development, cost of design tools and technology license agreement expenses. R&D expenses increased 10.9% to $25.4 million during the 13 weeks ended September 28, 2001 from $22.9 million during the 13 weeks ended September 29, 2000 and 32.3% to $80.6 million during the 39 weeks ended September 28, 2001 from $60.9 million during the 39 weeks ended September 29, 2000. The increase was the result of our continued investment in PRISM® chip sets, broadband wireless access products and in power management integrated circuits, focusing on communications and computing products. As a percent of sales, R&D expenses increased to 22.4% for the 13 weeks ended September 28, 2001 from 13.8% for the 13 weeks ended September 29, 2000 and to 22.4% for the 39 weeks ended September 28, 2001 from 14.4% for the 39 weeks ended September 29, 2000. We expect R&D expenses to remain close to this level for the remainder of 2001.

     Selling, General and Administrative (“SG&A”)

     SG&A costs, which include marketing, selling, general and administrative expenses, decreased 34.6% to $21.4 million during the 13 weeks ended September 28, 2001 from $32.7 million during the 13 weeks ended September 29, 2000 and decreased 18.3% to $71.2 million during the 39 weeks ended September 28, 2001 from $87.1 million during the 39 weeks ended September 29, 2000. The declines were due to implementation of defined restructuring activities and general cost control initiatives. As a percentage of sales, SG&A costs decreased to 18.9% for the 13 weeks ended September 28, 2001 from 19.7% for the 13 weeks ended September 29, 2000 and decreased to 19.8% for the 39 weeks ended September 28, 2001 from 20.6% for the 39 weeks ended September 29, 2000. We expect SG&A expenses to decline during the remainder of 2001 as we complete our restructuring activities and cost control initiatives.

     Amortization

     Amortization of intangible assets increased to $11.3 million and $33.6 million for the 13 weeks and 39 weeks ended September 28, 2001, respectively, from $5.9 million and $11.4 million for the same time periods in calendar year 2000. The increase was the result of goodwill and other certain intangible assets that were recorded in connection with the acquisitions of No Wires Needed, B.V. in May 2000 and SiCOM, Inc. in October 2000. These assets are being amortized over their useful lives ranging from five to 11 years.

     Restructuring and Other Charges

     In March 2001, the Board of Directors approved and we announced several major restructuring activities to improve on-going operations and product gross margins. The restructuring plans included the phased closure of the our Findlay, Ohio manufacturing operation, the exit of the modem board assembly manufacturing process in Scottsdale, Arizona and the exit of the value-added-reseller’s channel in Europe for wireless

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access end products. As a result of the restructuring, we recorded expenses of approximately $32.4 million ($15.7 million after tax) in the current quarter. The plans include certain exit costs and employee termination benefits. Benefits from these restructurings will be realized as each of the specific actions are completed in the form of reduced employee expenses, lower depreciation expense and lower operating costs. A summary of the restructuring charges and the remaining accrual follows:

								Balance
								September 28,
			Additions		Utilization			2001
			(In millions)
Restructuring costs
	Employee termination costs
		Findlay plant closure	$	16.4	$	(1.9	)	$	14.5
		SiCOM board business exit		0.3		(0.1	)		0.2
		NWN VAR business exit		0.2		(0.2	)		—
				16.9		(2.2	)		14.7
	Other exit costs
		Findlay facility decommission costs		4.5		(0.3	)		4.2
		SiCOM asset removal and related costs		10.0		(10.0	)		—
		SiCOM contract cancellation costs		1.0		(0.7	)		0.3
				15.5		(11.0	)		4.5
Total restructuring costs			$	32.4	$	(13.2	)	$	19.2

     In connection with the announced restructurings, approximately 534 employees were notified that their employment would be terminated and of the specifics of their severance benefits. Those positions included manufacturing, selling and general and administrative employees with 521 of the employees being located in the United States and 13 in Europe. As of October 19, 2001, approximately 13% of the affected employees had been terminated, due to the timing of the phased closure of the Findlay, Ohio manufacturing operation, the remaining employees will be terminated over the next 12 months.

     Other exit costs include costs to decommission (removal of semiconductor specific equipment and leasehold improvements) the Findlay site to a marketable condition. Intersil wrote off $9.5 million of intangible assets as well as other miscellaneous assets attributable to the exit of the modem board assembly manufacturing process. We plan to terminate some existing contracts in connection with the planned exit of the modem board assembly manufacturing process and have recognized the associated termination costs as part of this restructuring. These contracts will be terminated prior to the end of the calendar year.

     In connection with the planned phased closure of the Findlay, Ohio manufacturing operation, we recorded an impairment of $7.6 million ($3.7 million after tax) on the property, plant and equipment. The impairment was determined by comparing the carrying value of the assets to an appraised value on the land and buildings and the expected future undiscounted net cash flows from the equipment to be disposed.

     Impairment on Investments

     Marketable securities consist of shares of ChipPAC, Inc. (“ChipPAC”) common stock that have been classified as other assets. They are recorded at fair value, which is determined based on quoted market prices. On August 8, 2000, ChipPAC completed its initial public offering and our investment in ChipPAC preferred stock was converted to an investment in ChipPAC common stock.

     During the 13 weeks ended March 30, 2001, we recorded an impairment charge of $8.2 million ($4.0 million after tax) related to our investment in ChipPAC common stock which reflected an other than temporary decline in value based on two consecutive quarters where the quoted market price was less than the

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carrying value. An unrealized holding loss in the amount of $1.7 million, net of tax, has been charged to other comprehensive income/(loss) for the 13 weeks ended September 28, 2001.

     Gain on Sale of Certain Operations

     On March 16, 2001, we sold the assets of our Discrete Power products group to Fairchild for a purchase price of $338.0 million in cash and the assumption by Fairchild of certain liabilities of the product group. As a result of the sale, we recognized a gain of $168.4 million ($81.8 million after tax), which was net of the assets purchased and liabilities assumed by Fairchild, transaction fees and other exit costs associated with the sale. The exit costs include employee termination benefits that will be incurred within one year from the sale date. A summary of the exit costs and the remaining accrual follows:

							Balance
							September 28,
		Additions		Utilization			2001
		(in millions)
Exit costs
	Employee termination costs	$	5.4	$	(5.4	)	$	—
	Information technology costs		7.4		(1.5	)		5.9
	Asset removal and related costs		16.7		(16.6	)		0.1
	Lease termination and other location closing costs		0.7		(0.2	)		0.5
		$	30.2	$	(23.7	)	$	6.5

     At the date of the sale, Fairchild made offers of employment to a portion of our employees who supported the Discrete Power products group. Approximately 185 employees who were not offered jobs with Fairchild or who did not accept an employment offer were notified that their employment would be terminated and of the specifics of their severance benefits. Those positions included manufacturing, selling and general and administrative employees with 158 of the employees being located in the United States, 22 in Europe and 5 in Asia/Pacific. As of October 19, 2001, 185 employees had been terminated.

     Other exit costs included information technology costs required to cover transferred software license fees and system modifications necessary to support the business transition activity. A transition services agreement provided that we provide systems support to Fairchild for up to twelve months from the date of sale. We wrote off $14.8 million of intangible assets as well as other miscellaneous assets attributable to the Discrete Power products group. We also identified approximately five foreign sales offices that we would close as a result of the sale. These offices will be closed prior to March 31, 2002.

     Interest Income/ Expense

     Interest income increased to $5.4 million and $16.9 million for the 13 weeks and 39 weeks ended September 28, 2001 from $3.4 million and $6.6 million for the same time periods in calendar year 2000. The increase was due to the increase in available cash and cash equivalents from the sale of the Discrete Power products group. Interest expense decreased to $0.3 million and $2.0 million for the 13 weeks and 39 weeks ended September 28, 2001 from $3.9 million and $21.0 million for the 13 weeks and 39 weeks ended September 29, 2000. The decrease was due to the continuous reduction and eventual elimination of our long-term debt during calendar year 2000 and into the first quarter of calendar year 2001.

     Tax Expense

     The tax provisions for the 13 weeks and 39 weeks ended September 28, 2001 are not comparable to the tax provisions for the 13 weeks and 39 weeks ended September 29, 2000 due to the gain generated from the sale of our Discrete Power products group and the other restructuring activities that were recorded during the first quarter of calendar year 2001. Income tax expense was adjusted by $5.2 million during the most recent quarter as a result of changes in our current estimate of our annual effective tax rate.

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     Extraordinary Item

     During the 13 weeks ended March 30, 2001, we repurchased all $61.4 million of our outstanding 13.25% senior subordinated notes in the open market. These repayments included certain pre-payment penalties and accrued interest. In connection with the early extinguishment of debt, we recorded extraordinary charges (net of tax effect) of $12.2 million. The extraordinary charges consisted of the write-off of deferred financing fees and premiums paid on repurchase.

     Backlog

     We had backlog at September 28, 2001 of $133.5 million compared to $256.9 million at December 29, 2000. Approximately $72.3 million of our December backlog was related to our Discrete Power products group which was sold during the first quarter of calendar year 2001.

Liquidity and Capital Resources

     Our capital requirements depend on a variety of factors, including but not limited to, the rate of increase or decrease in our existing business base; the success, timing and amount of investment required to bring new products on-line; revenue growth or decline; and potential acquisitions. We anticipate that our operating cash flow and our cash on hand will be sufficient to meet our working capital and capital expenditure needs for the foreseeable future. As of September 28, 2001 our total shareholders’ equity was $1,044.5 million.

     Net cash provided by operating activities for the 39 weeks ended September 28, 2001 was $30.2 million. Net cash provided by investing activities for the 39 weeks ended September 28, 2001 was $307.5 million, primarily from the proceeds of the sale of our Discrete Power products group to Fairchild. Net cash used in financing activities for the 39 weeks ended September 28, 2001 was $65.8 million, primarily from the repayment of all of our outstanding debt. Our cash balance at September 28, 2001 was $624.2 million.

Receivables and Inventories

     Trade accounts receivable less the allowance for collection losses totaled $70.8 million at September 28, 2001 compared to $124.0 million at December 29, 2000. Inventories decreased to $66.8 million at September 28, 2001 from $126.2 million at December 29, 2000. The decreases were primarily due to the sale of the assets of our Discrete Power products group to Fairchild.

     Distributor reserves fluctuate based on the level of inventory at distributors. The reserve decreased 37.5% to $5.0 million at September 28, 2001 from $8.0 million at December 29, 2000 primarily as a result of the sale of the assets of our Discrete Power products group.

Capital Expenditures

     Capital expenditures for the 13 weeks and 39 weeks ended September 28, 2001 were $11.4 million and $30.5 million, respectively, compared to $12.9 million and $39.1 million for the 13 weeks and 39 weeks ended September 29, 2000, respectively.

Recent Developments

     On May 23, 2001, Intersil’s shareholders approved the change of the Company’s name from “Intersil Holding Corporation” to “Intersil Corporation”. At the same time, the name of Intersil Corporation, a wholly owned subsidiary of Intersil Holding Corporation, was changed to “Intersil Communications, Inc.” The Company’s name was changed because Intersil is not simply a holding company, but is actively involved in the operations and supervision of management of its business, some of which is conducted through its subsidiaries.

Recent Accounting Pronouncements

     In June 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards (“FAS”) No. 142, “Goodwill and Other Intangible Assets.” Under the new rules, goodwill and

17

indefinite lived intangible assets are no longer amortized but are reviewed annually for impairment. Separable intangible assets that are not deemed to have an indefinite life will continue to be amortized over their useful lives. The amortization provisions of FAS No. 142 apply to goodwill and intangible assets acquired after June 30, 2001. With respect to goodwill and intangible assets acquired prior to July 1, 2001, we will apply the new accounting rules beginning December 29, 2001. We are currently assessing the financial impact FAS No. 142 will have on our consolidated financial statements.

Item 3.     Quantitative and Qualitative Disclosures About Market Risk

     We, in the normal course of doing business, are exposed to the risks associated with foreign currency exchange rates and changes in interest rates. We employ established policies and procedures governing the use of financial instruments to manage our exposure to these risks.

     At September 28, 2001 we had open foreign exchange contracts with a notional amount of $13.4 million, which was to hedge anticipated foreign cash flow commitments up to six months. As hedges on anticipated foreign cash flow commitments do not qualify for deferral, gains and losses on changes in the fair market value of the foreign exchange contracts are recognized in income. Total net gains/(losses) on foreign exchange contracts for the 13 weeks and 39 weeks ended September 28, 2001 were $(1.0) million and $1.2 million, respectively. During the 13 weeks and 39 weeks ended September 28, 2001 we purchased and sold $15.7 million and $50.6 million, respectively, of foreign exchange forward contracts. The derivatives were also recognized on the balance sheet at their fair value of $(0.4) million at September 28, 2001.

     Our hedging activities provide only limited protection against currency exchange risks. Factors that could impact the effectiveness of our hedging programs include accuracy of sales estimates, volatility of currency markets and the cost and availability of hedging instruments. A 10% adverse change in currency exchange rates for our foreign currency derivatives held at September 28, 2001 would have an impact of approximately $1.5 million on the fair values of these instruments. This qualification of exposure to the market risk associated with foreign exchange financial instruments does not take into account the offsetting impact of changes in the fair values of foreign denominated assets, liabilities and firm commitments.

PART II.     OTHER INFORMATION

Item 1.     Legal Proceedings

Harris Corporation v. Giesting & Associates, Inc.

     Reorganization of Harris’ sales representatives resulted in the termination of its sales representative agreement with Giesting & Associates, Inc. (“Giesting”) in September 1998. In January 1999, Giesting asserted a variety of business tort, contract, and statutory claims against Harris in the U.S. District Court for the Middle District of Florida. We assumed both the defense and liability for this litigation when we purchased the semiconductor business from Harris, and continued the defense of the case in Harris’ name. The Court dismissed Giesting’s tort claims for fraud and tortious interference with contractual relations and certain of its statutory claims on motions to dismiss and for summary judgment. Giesting proceeded to trial on the remainder of its contract and statutory claims in November 2000, seeking damages in excess of $9 million. On November 21, 2000, the jury returned a verdict in the amount of $748,336. On December 1, 2000, the District Court entered judgment in that amount, and also awarded Giesting prejudgment interest in the amount of $83,505 and costs in the amount of $18,190. On June 5, 2001, the District Court awarded Giesting an additional $30,000 in attorney’s fees. We continue to believe that Giesting’s claims are without merit. Both parties are appealing various aspects of the judgment. On June 29, 2001, we successfully acquired a supersedeas bond staying enforcement of the judgment pending appeal.

Harris Corporation v. Ericsson, Inc. and Telefonaktiebolaget LM Ericsson

     On November 23, 1998, Harris filed suit against Ericsson and Telefonaktiebolaget LM Ericsson for infringement of various cellular technology patents. Ericsson counter sued and filed a complaint against Harris

18

for infringement of certain telecommunication patents in the United States District Court for the Eastern District of Texas. Shortly after we purchased the semiconductor business from Harris, Ericsson joined us in the suit by filing an Amended Complaint on October 15, 1999. After discovery and depositions by the parties, only Ericsson’s U.S. patent 4,961,222 remains in the suit. Ericsson sought damages from Harris and us, as well as injunctive relief prohibiting sales of accused products. On June 3, 2001, the jury returned a verdict against Harris and us regarding patent infringement of our 5513/5514/5518 SLIC families. The total amount awarded against Harris is $4.1 million, and the amount against us is $151,000. We have the benefit of an indemnity from Harris for this amount, but the possibility of an injunction exists against future affected SLIC sales. We are discussing the next steps going forward with Harris’ counsel to ensure that our SLIC sales can proceed unimpeded.

Class Action Securities Lawsuits

     We and certain of our present officers as well as our lead initial public offering underwriter and lead underwriter of this offering, Credit Suisse First Boston Corporation, have been named as defendants in several putative securities class actions, the first of which was filed on June 8, 2001 in the United States District Court for the Southern District of New York. The complaints allege violations of Rule 10b-5 promulgated under the Securities Exchange Act of 1934, as amended, based on, among other things, the dissemination of statements containing material misstatements and/or omissions concerning the commissions received by the underwriters of the initial public offering as well as failure to disclose the existence of purported agreements by the underwriters with some of the purchasers in these offerings to thereafter buy additional shares of Intersil in the open market at pre-determined prices above the offering prices. The plaintiffs seek class action certification and an award of damages and litigation costs and expenses. We believe the claims against us are without merit and intend to vigorously defend them. Pursuant to our Underwriting Agreement, we have made claims for indemnity against our underwriters in connection with any liability or expenses we may incur as a result of these claims. We have also, on our own behalf and on behalf of the officers and directors named in the complaints, made claims under relevant provisions of our directors’ and officers’ liability insurance policies.

Proxim, Inc. v. Intersil Corporation, et. al.

     On or about March 9, 2001, Proxim filed suit against us and Cisco in the United States District Court for the District of Massachusetts. Proxim is alleging that we and Cisco have infringed three United States Patents — 5,077,753, 5,809,060, and 6,075,812 — by making, using, selling, or offering to sell certain wireless LAN products, including products that incorporate our PRISM® chip sets. We are defending Cisco against the infringement claims. Also in March 2001, Proxim initiated actions for patent infringement of these same three patents against other companies in the United States District Court for the District of Delaware and the United States International Trade Commission (“ITC”). Proxim’s claims focus in part on our products, and some of the companies involved in these proceedings are direct purchasers of our products and have sought indemnification from us. We have agreed to defend one or more of these companies, and have joined the proceedings before the ITC as a party so that we can do so. A trial at the ITC is expected to take place early next year. The District of Massachusetts has stayed Proxim’s case in that court pending completion of the ITC proceedings. In addition, we and Cisco have filed a declaratory judgment action against Proxim in the United States District Court for the District of Delaware requesting that the Court declare the three Proxim patents at issue invalid, unenforceable and not infringed. In this action, we and Cisco are also requesting damages, costs, and attorneys fees from Proxim based upon breach of contract and unfair competition. We and Cisco have sought to have our suit against Proxim consolidated with Proxim’s Delaware action against other companies. Proceedings in the District of Delaware on both suits are just beginning. We are partially indemnified by Harris for the claims made by Proxim. We believe the claims against us are without merit and we are vigorously defending against Proxim’s claims and pursuing our and Cisco’s claims against Proxim.

     It is our belief that the above litigations will not have a material adverse effect on our business, financial condition, results of operations or cash flows.

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

     The Company held its Annual Meeting of Shareholders on May 23, 2001. At this meeting, the shareholders voted in favor of the items listed in the Proxy Statement dated April 27, 2001 (previously discussed on page 18 of Intersil’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2001).

Item 6.     Exhibits and Reports on Form 8-K

     a) Exhibits

     None

     b) Reports on Form 8-K

     None

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SIGNATURES

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

Intersil Corporation

(Registrant)

Date  November 9, 2001	/s/ DANIEL J. HENEGHAN -------------------------------------------------------- Name: Daniel J. Heneghan Title: Chief Financial Officer
Date  November 9, 2001	/s/ STEPHEN M. MORAN -------------------------------------------------------- Name: Stephen M. Moran Title: Vice President, General Counsel & Secretary

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