On May 21, 2012, the Board of Directors of Intersil Corporation (the "Company") approved a restructuring plan to focus the Company on its Top Ten Growth Drivers and revise its target operating model. The Company's intention to revise the model was initially disclosed in a Current Report on Form 8-K filed on May 8, 2012.

The restructuring plan includes a reduction of approximately 11% of Intersil's worldwide workforce and a reduction of approximately $40 million in annual operating expenses. The Company expects to recognize restructuring-related charges of approximately $9 million, consisting primarily of employee severance benefits, during the second quarter of 2012.

Intersil expects to fully achieve these cost reductions by the third quarter of 2012. As a result, GAAP operating expenses are expected to be approximately $80 million and Non-GAAP* operating expenses are expected to be approximately $66 million during the third quarter of 2012.

The amount of the restructuring charges is an estimate, and the actual charges may vary materially based on various factors including, but not limited to, the extent of a reduction in force and changes in management's assumptions.

* Non-GAAP operating expenses do not include equity-based compensation, amortization of intangibles, or restructuring costs.

Reconciliation of GAAP to Non-GAAP Operating Expenses expected for Q3 2012 (in millions):

Non-GAAP Operating Expense    $   66
Amortization of intangibles        7
Equity compensation                7
GAAP Operating Expense        $   80