x		Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
		For the quarterly period ended September 30, 2002

¨		Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
		For the transition period from ________ to ________

Delaware		77-0191793
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
140 Caspian Court, Sunnyvale, California		94089
(Address of principal executive offices)		(Zip code)

Common Stock, $0.001 par value		68,947,115
Class		Number of shares

				Page No.
Item 1.		Condensed Consolidated Financial Statements:
		Condensed Consolidated Balance Sheets September 30, 2002 and December 31, 2001		3
		Condensed Consolidated Statements of Operations Three and nine months ended September 30, 2002 and 2001		4
		Condensed Consolidated Statements of Cash Flows Nine months ended September 30, 2002 and 2001		5
		Notes to Condensed Consolidated Financial Statements		6
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 3.		Quantitative and Qualitative Disclosures About Market Risk		43
Item 4.		Controls and Procedures		43
PART II. OTHER INFORMATION
Item 1.		Legal Proceedings		44
Item 2.		Changes in Securities		45
Item 3.		Defaults upon Senior Securities		45
Item 4.		Submission of Matters to a Vote of Security Holders		45
Item 5.		Other Information		46
Item 6.		Exhibits and Reports on Form 8-K		46
		Signatures		49

		September 30, 2002				December 31, 2001*
		(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents		$	311,287			$	189,499
Short-term investments			121,252				105,501
Investment in foundries			116,372				105,364
Accounts receivable, net of allowance for doubtful accounts of $5,414 at September 30, 2002 and $4,919 at December 31, 2001			67,087				45,223
Inventories			79,097				55,968
Tax refund receivable			28,957				28,473
Prepaid expenses and other current assets			13,384				12,129
Total current assets			737,436				542,157
Restricted cash and cash equivalents			—				64,734
Property and equipment, net			32,356				33,730
Investment in foundries			24,053				41,380
Restricted investment in UMC			—				64,734
Investment in FlashVision			143,453				153,168
Deferred tax asset			12,064				18,842
Deposits and other non-current assets			13,830				13,603
Total Assets		$	963,192			$	932,348
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current Liabilities:
Accounts payable		$	33,666			$	19,938
Accounts payable to related parties			31,260				24,008
Accrued payroll and related expenses			4,370				5,279
Income taxes payable			9,991				7,361
Deferred tax liability			12,064				18,842
Research & development liability, related party			13,121				15,256
Other accrued liabilities			27,475				20,571
Deferred income on shipments to distributors and retailers and deferred revenue			44,673				15,806
Total current liabilities			176,620				127,061
Convertible subordinated notes payable			150,000				125,000
Deferred taxes and other liabilities			7,789				4,908
Deferred revenue			20,982				—
Total Liabilities			355,391				256,969
Stockholders’ Equity
Common stock			584,680				580,431
Retained earnings			65,155				48,525
Accumulated other comprehensive income (loss)			(42,034	)			46,423
Total stockholders’ equity			607,801				675,379
Total Liabilities and Stockholders’ Equity		$	963,192			$	932,348

		Three Months Ended September 30,								Nine Months Ended September 30,
		2002				2001				2002				2001
Revenues:
Product		$	132,050			$	57,305			$	334,186			$	233,503
License and royalty			9,078				8,582				27,259				40,859
Total revenue			141,128				65,887				361,445				274,362
Cost of product sales			86,787				89,426				252,570				314,958
Gross profit (loss)			54,341				(23,539	)			108,875				(40,596	)
Operating expenses:
Research and development			14,026				14,660				45,849				45,231
Sales and marketing			10,742				10,664				28,607				31,415
General and administrative			7,661				4,000				18,918				12,574
Restructuring			—				8,510				—				8,510
Total operating expenses			32,429				37,834				93,374				97,730
Operating income (loss)			21,912				(61,373	)			15,501				(138,326	)
Equity in income (loss) of joint ventures			(963	)			794				284				1,301
Interest income			2,054				2,616				6,551				9,770
Interest expense			(1,744	)			—				(5,107	)			—
Loss in investment in foundries			(1,201	)			(116,370	)			(1,201	)			(296,351	)
(Loss) in equity investment			(900	)			—				(900	)			—
Other expense, net			(639	)			(514	)			(2,622	)			(2,516	)
Income (loss) before taxes			18,519				(174,847	)			12,506				(426,122	)
Provision for (benefit from) income taxes			7,195				(4,371	)			(4,124	)			(102,550	)
Net income (loss)		$	11,324			$	(170,476	)		$	16,630			$	(323,572	)
Net income (loss) per share:
Basic		$	0.16			$	(2.50	)		$	0.24			$	(4.75	)
Diluted		$	0.16			$	(2.50	)		$	0.23			$	(4.75	)
Shares used in computing net income (loss) per share:
Basic			68,854				68,289				68,721				68,064
Diluted			79,003				68,289				70,948				68,064

		Nine months ended September 30,
		2002				2001
Cash flows from operating activities:
Net income (loss)		$	16,630			$	(323,572	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation			16,112				16,094
Deferred taxes			(11,151	)			(113,424