UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)

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

For the quarterly period ended ~~September~~March 3028, ~~2007~~2009

¨	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

000-50669

SiRF TECHNOLOGY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		77-0576030
(State or Other Jurisdiction of Incorporation)		(I.R.S. Employer Identification No.)
217 Devcon Drive, San Jose, California		95112
(Address of principal executive office)		(Zip Code)

217 Devcon Drive, San Jose, California		95112
(Address of principal executive office)		(Zip Code)

(408) 467-0410

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant ishas asubmitted ~~large~~electronically ~~accelerated~~and ~~filer,~~posted anon ~~accelerated~~its ~~filer~~corporate orWeb asite, ~~non-accelerated~~if ~~filer.~~any, ~~See~~every ~~definition~~Interactive ofData ~~“accelerated~~File ~~filer~~required ~~and~~to ~~large~~be submitted ~~accelerated~~and ~~filer”~~posted inpursuant to Rule ~~12b~~405 of Regulation S-2T (§232.405 of this chapter) during the ~~Exchange~~preceding ~~Act.~~12 months (~~Check~~or ~~one~~for such shorter period that the registrant was required to submit and post such files):. Yes ¨ No ¨.

~~Large~~Indicate by check mark whether the registrant is a large accelerated filer ~~x Accelerated~~, an accelerated filer ~~¨ Non~~, a non-accelerated filer ¨, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ¨	Accelerated filer x	Non-accelerated filer ¨	Smaller reporting company ¨
		(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ¨ No x

6063,~~012~~542,~~585~~017 shares of the Registrant’s common stock were outstanding as of ~~October 31~~May 2, ~~2007~~2009.

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of September 30, 2007 (Unaudited) and December 31, 2006	3
	Condensed Consolidated Balance Sheets as of March 28, 2009 (Unaudited) and December 27, 2008	3
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2007 and 2006 (Unaudited)	5
	Condensed Consolidated Statements of Operations for the three months ended March 28, 2009 and March 31, 2008 (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2007 and 2006 (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the three months ended March 28, 2009 and March 31, 2008 (Unaudited)	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	76
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2425
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3740
Item 4.	Controls and Procedures	3740
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	3941
Item 1A.	Risk Factors	3943
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	51
Item 6.	Exhibits	61
Item 6.	Exhibits	52
SIGNATURES		62
SIGNATURES		53
EXHIBIT INDEX		63
EXHIBIT INDEX		54

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

SiRF TECHNOLOGY HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	September 30,2007 (2)			December 31,2006 (1)
	March 28,2009			December 27,2008 (1)
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	7875,~~840~~578		$	~~133~~85,~~817~~840
Marketable securities		3933,~~838~~967			3629,~~391~~950
Accounts receivable, net of allowance for doubtful accounts of $135 and $321 as of September 30, 2007 and December 31, 2006, respectively		43,811			18,375
Accounts receivable, net of allowance for doubtful accounts of $302 and $252 as of March 28, 2009 and December 27, 2008, respectively		21,671			16,329
Inventories		2412,~~182~~680			16,~~472~~372
Current deferred tax assets		9,344			11,743
Prepaid expenses and other current assets		2,832			4,175
Prepaid expenses and other current assets		6,119			6,912
Total current assets		146,728			152,666
Total current assets		202,134			223,710
Property and equipment, net		12,752			13,637
Long-term investments		—			26,412
Identified intangible assets, net		18,194			21,602
Property and equipment, net		10,437			8,469
Long-term deferred tax assets		2,886			2,837
Goodwill		213,401			55,967
Other long-term assets		713			688
Identified intangible assets, net		88,702			19,680
Note receivable		2,219			3,919
Long-term deferred tax assets		28,634			31,620
Total assets	$	183,492		$	195,349
Other long-term assets		1,399			805
Total assets	$	544,707		$	366,663
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2012,~~984~~317		$	15,~~883~~038
Accrued payroll and related benefits		127,~~461~~960			108,~~508~~535
Other accrued liabilities		58,~~595~~956			47,~~127~~743
Deferred margin on shipments to distributors		41,~~604~~931			1,~~256~~714
Deferred revenue		~~443~~1,074			~~574~~1,368
Advance contract billings		~~202~~249			~~478~~23
Rebates payable to customers		~~3,817~~837			51,~~334~~026
Short-term borrowings		3,629			189
Total current liabilities		33,324			35,447
Total current liabilities		51,735			38,349
Long-term deferred tax liabilities		164			165
Long-term deferred tax liabilities		483			462
Long-term income taxes payable		3,035			3,022
Long-term income taxes payable		2,116			—
Long-term obligations		1,935			1,695
Long-term obligations		1,338			509
Total liabilities		38,458			40,329
Total liabilities		55,672			39,320
Commitments and contingencies (Note 16)		—			—
Commitments and contingencies (Note 14)
Stockholders’ equity:
Common stock		56			56
Additional paid-in-capital		529,234			355,690
Additional paid-in capital		600,311			593,350
Accumulated other comprehensive loss		~~(103~~12	)		~~(142~~21	)
Accumulated deficit		(40455,~~101~~295	)		(28438,~~210~~357	)
Total stockholders’ equity		~~489~~145,~~035~~034			~~327~~155,~~343~~020
Total liabilities and stockholders’ equity	$	~~544~~183,~~707~~492		$	~~366~~195,~~663~~349

(1) The condensed consolidated balance sheet information was derived from SiRF Technology Holdings, Inc. audited Consolidated Financial Statements for the fiscal year ended December 3127, ~~2006~~2008.

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited).

(2) On January 1, 2007, the Company adopted EITF No. 06-02, Accounting for Sabbatical Leave and Other Similar Benefits Pursuant to FASB Statement No. 43, and FIN No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109. The impact of changes in ‘accrued payroll and related benefits,’ ‘long term deferred and other tax liabilities,’ and ‘long-term obligations’ resulting from adoption of these new accounting pronouncements was recorded as cumulative effect adjustments to the opening balance of accumulated deficit in the September 30, 2007 Condensed Consolidated Balance Sheet. For additional information on the adoption of these new accounting pronouncements see Note 2.

See accompanying Notes to Condensed Consolidated Financial Statements.

SiRF TECHNOLOGY HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Three months endedSeptember 30,						Nine months endedSeptember 30,
	Three Months Ended
	2007			2006			2007			2006
	March 28,2009			March 31,2008
Revenue:
Product revenue	$	8932,~~434~~321		$	6159,~~266~~928		$	~~224,198~~		$	~~165,815~~
License royalty revenue		1,~~727~~927			2,~~409~~048			~~4,828~~			~~7,710~~
Net revenue		9134,~~161~~248			6361,~~675~~976			~~229,026~~			~~173,525~~
Cost of revenue:
Cost of product revenue (excludes amortization of acquisition-related intangibles included below and includes stock-based compensation expense of $514 and $226 for the three months ended September 30, 2007 and 2006, respectively, and $1,053 and $486 for the nine months ended September 30, 2007 and 2006, respectively)		43,573			28,275			106,148			76,898
Cost of product revenue (includes stock-based compensation expense of $332 and $217 for the three months ended March 28, 2009 and March 31, 2008, respectively)		18,346			31,898
Gross profit		47,588			35,400			122,878			96,627
Amortization of acquisition-related intangible assets		2,150			3,707
Operating expenses:
Gross profit		13,752			26,371
Research and development (includes stock-based compensation expense of $6,285 and $4,652 for the three months ended September 30, 2007 and 2006, respectively, and $15,588 and $12,490 for the nine months ended September 30, 2007 and 2006, respectively)		26,413			20,417			70,418			56,818
Operating expenses:
Sales and marketing (includes stock-based compensation expense of $2,072 and $1,132 for the three months ended September 30, 2007 and 2006, respectively, and $4,689 and $2,755 for the nine months ended September 30, 2007 and 2006, respectively)		7,408			4,875			19,908			13,907
Research and development (includes stock-based compensation expense of $4,340 and $4,808 for the three months ended March 28, 2009 and March 31, 2008, respectively)		20,984			26,881
General and administrative (includes stock-based compensation expense of $2,732 and $1,286 for the three months ended September 30, 2007 and 2006, respectively, and $6,411 and $3,164 for the nine months ended September 30, 2007 and 2006, respectively)		10,484			5,312			25,385			13,840
Sales and marketing (includes stock-based compensation expense of $1,221 and $1,371 for the three months ended March 28, 2009 and March 31, 2008, respectively)		4,812			7,425
Amortization of acquisition-related intangible assets		4,486			1,382			6,609			4,088
General and administrative (includes stock-based compensation expense of $885 and $2,480 for the three months ended March 28, 2009 and March 31, 2008, respectively)		10,543			15,090
Acquired in-process research and development expense		13,900			—			13,900			13,251
Amortization of acquisition-related intangible assets		861			2,489
Total operating expenses		62,691			31,986			136,220			101,904
Restructuring and asset impairment charges		688			473
Operating income (loss)		(15,103	)		3,414			(13,342	)		(5,277	)
Total operating expenses		37,888			52,358
Interest income, net		1,674			1,803			6,581			4,654
Operating loss		(24,136	)		(25,987	)
Other income (expense), net		71			(23	)		(490	)		(208	)
Interest income		228			1,149
Other income, net		1,745			1,780			6,091			4,446
Other expense, net		(48	)		(137	)
Net income (loss) before provision for income taxes		(13,358	)		5,194			(7,251	)		(831	)
Gain on note receivable previously impaired		7,300			—
Provision for income taxes		2,697			2,615			3,863			5,868
Other income, net		7,480			1,012
Net income (loss)	$	(16,055	)	$	2,579		$	(11,114	)	$	(6,699	)
Net loss before provision for income taxes		(16,656	)		(24,975	)
Net income (loss) per share:
Provision for income taxes		282			3,110
Basic	$	(0.28	)	$	0.05		$	(0.21	)	$	(0.13	)
Net loss	$	(16,938	)	$	(28,085	)
Diluted	$	(0.28	)	$	0.05		$	(0.21	)	$	(0.13	)
Net loss per share:
Weighted average number of shares used in per share calculations:
Basic	$	(0.27	)	$	(0.47	)
Basic		56,954			51,408			54,006			50,905
Diluted	$	(0.27	)	$	(0.47	)
Diluted		56,954			55,585			54,006			50,905
Weighted average number of shares used in per share calculations:
Basic		62,754			60,334
Diluted		62,754			60,334

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited).

SiRF ~~TECHNOLOGY~~Technology ~~HOLDINGS~~Holdings, ~~INC~~Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine months ended September 30,
	Three Months Ended
	2007			2006
	March 28,2009			March 31,2008
Operating activities:
Net loss	$	(1116,~~114~~938	)	$	(628,~~699~~085	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		276,~~907~~777			198,~~421~~907
Depreciation and amortization		3,952			4,037
Depreciation and amortization of property and equipment		1,034			1,365
Amortization of identified intangible assets		7,023			4,578
Loss on disposal of property and equipment		—			57
Impairment of identified intangible assets		365			319
Noncash restructuring activities		184			—
Acquired in-process research and development expense		13,900			13,251
Gain on note receivable previously impaired		(7,300	)		—
Deferred tax assets, net		(2,351	)		(11,505	)
Amortization of identified intangible assets		3,474			6,546
Gain on disposal of property and equipment		(9	)		—
Impairment of identified intangible assets		474			186
Excess tax benefit from employee equity incentive plans		5,800			17,168
Accretion of investment discount		(55	)		(226	)
Gross excess tax benefit from stock-based compensation		(5,386	)		(15,844	)
Deferred tax assets, net		(50	)		2,836
Excess tax benefit from employee equity incentive plans		—			(389	)
Gross excess tax benefit from stock-based compensation		—			(101	)
Change in goodwill related to tax benefits on exercises of assumed stock options		—			11
Deferred rent		(92	)		—
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		(235,~~115~~342	)		(914,~~472~~413	)
Inventories		(3,~~714~~747	)		(~~329~~2,354	)
Prepaid expenses and other current assets		(21,374	)		~~(1,291~~741	)
Other long-term assets		(~~379~~26	)		~~382~~65
Accounts payable		(~~427~~2,720	)		2(7,~~164~~319	)
Accrued payroll and related benefits		(~~355~~596	)		5(3,~~879~~598	)
Other accrued liabilities		~~134~~1,213			~~(452~~5,709	)
Deferred margin on shipments to distributors		~~3,348~~217			(~~180~~735	)
Deferred revenue		(~~131~~294	)		~~743~~237
Rebates payable to customers		(1,555	)		487
Advance contract billings		226			(11	)
Advance contracts billings		(276	)		84
Rebates payable to customers		(189	)		(1,416	)
Net cash provided by operating activities		13,615			22,741
Other long-term liabilities		339			329
Net cash used in operating activities		(14,543	)		(2,832	)
Investing activities:
Purchases of available-for-sale investments		(6216,~~075~~968	)		(446,~~718~~596	)
Maturities and sales of available-for-sale investments		8512,~~102~~997			2433,~~195~~600
Net cash paid for business acquisitions, net of cash acquired and purchase accounting adjustments		(101,868	)		(18,633	)
Purchases of property and equipment, net of disposals		(364	)		(2,190	)
Purchases of property and equipment, net of disposals		(4,513	)		(2,444	)
Purchases of intellectual property assets		(540	)		(1,223	)
Purchases of intellectual property assets		(400	)		(967	)
Issuance of note receivable		—			(13,500	)
Net cash used in investing activities		(83,754	)		(42,567	)
Note receivable proceeds		9,000			—
Net cash provided by investing activities		4,125			10,091
Financing activities:
Principal payments under capital leases obligations		(189	)		(38	)
Proceeds from issuance of common stock		156			592
Gross excess tax benefits from stock-based compensation		5,386			15,844
Gross excess tax benefit from stock-based compensation		—			101
Proceeds from issuance of common stock		9,965			8,484
Net cash provided by financing activities		156			693
Net cash provided by financing activities		15,162			24,290
Net increase (decrease) in cash and cash equivalents		(10,262	)		7,952
Net increase (decrease) in cash and cash equivalents		(54,977	)		4,464
Cash and cash equivalents at beginning of period		85,840			100,963
Cash and cash equivalents at beginning of period		133,817			83,882
Cash and cash equivalents at end of period	$	75,578		$	108,915
Cash and cash equivalents at end of period	$	78,840		$	88,346
Supplemental disclosures of cash flow information:
Non-cash transactions:
Fair value of common stock issued and options assumed in connection with Centrality acquisition	$	130,840		$	—
Acquisition-related purchase accounting adjustment	$	2,682		$	330

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited).

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Organization and Summary of Significant Accounting Policies

Organization

SiRF Technology Holdings, Inc., or SiRF, oris ~~the~~a ~~Company,~~leading issemiconductor ~~the~~supplier ~~holding~~of ~~company for~~Global ~~SiRF~~Positioning ~~Technology~~System, ~~Inc.,~~ or ~~SiRF Technology~~GPS, ~~which~~based ~~develops~~location ~~and~~technology ~~markets~~solutions ~~semiconductor~~designed ~~and~~to ~~software~~provide ~~products~~location ~~that~~awareness ~~are~~capabilities ~~designed~~in tohigh ~~enable~~volume mobile ~~location-awareness~~consumer ~~utilizing~~and ~~Global~~commercial ~~Position System~~systems, orpersonal ~~GPS~~digital assistants, portable navigation devices and ~~other~~GPS ~~location~~based ~~technologies~~peripheral devices, ~~enhanced~~and ~~by wireless~~into ~~connectivity~~commercial ~~capabilities~~systems such as ~~Bluetooth,~~fleet ~~for~~management ~~high-volume mobile consumer devices~~ and ~~commercial~~road ~~applications~~tolling systems. SiRF Technology was incorporated in the state of California in February 1995 and reincorporated in the state of Delaware in September 2000. SiRF was incorporated in the state of Delaware in June 2001 when all of SiRF Technology’s capital was exchanged for SiRF ~~capital~~Capital.

Pending Merger

On February 9, 2009, SiRF entered into an Agreement and Plan of Merger, or the Merger Agreement, with CSR plc., or CSR, and Shannon Acquisition Sub, Inc., or Shannon. Pursuant to the Merger Agreement and subject to the conditions set forth therein, Shannon will merge with and into SiRF with SiRF surviving as a wholly-owned subsidiary of CSR, or the Merger. Under the terms of the Merger Agreement, SiRF’s stockholders will receive 0.741 of a CSR ordinary share for each share of SiRF common stock they own (subject to anti-dilution adjustments). Holders of SiRF’s common stock prior to the Merger will receive cash in the Merger in lieu of fractional ordinary shares of CSR.

Basis of Presentation

The condensed consolidated financial statements include SiRF and its wholly -owned subsidiaries. Unless otherwise specified, references to ~~the~~SiRF ~~Company~~ are references to ~~the~~SiRF ~~Company~~ and its consolidated subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation.

The interim financial information is unaudited, but reflects all normal adjustments that are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. These condensed consolidated financial statements and accompanying notes should be read in conjunction with ~~the Company~~SiRF’s annual consolidated financial statements and the notes thereto for the ~~fiscal~~ fiscal year ended December 3127, ~~2006~~2008.

Fiscal Year End

Effective July 1, 2008, SiRF changed its fiscal year end so that the fiscal year is the 52- or 53- week period ending on the Saturday closest to December 31. In a 52-week year, each fiscal quarter consists of 13 weeks. The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14 weeks. In this report SiRF compares the three months ended March 28, 2009 to the three months ended March 31, 2008. The difference in the periods due to the change in the fiscal year end is three days, which did not have a significant impact on the comparability of SiRF’s financial statements.

Use of Estimates

The preparation of consolidated financial statements in accordance with United States generally accepted accounting principles, or GAAP, requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Such management estimates include, but are not limited to, recognition of revenue, provision for inventory write- downs, valuation of stock-based ~~options~~compensation, valuation of ~~goodwill and~~ long-lived assets, provision for doubtful accounts, provision for product warranty claims and valuation of deferred tax assets. Actual results could differ from those estimates.

Revenue Recognition

~~The~~SiRF ~~Company~~ derives revenue primarily from sales of semiconductor chip sets, and to a lesser extent, from licenses of its intellectual property and premium software products. Revenue from sales of semiconductor chip set sales is recognized when persuasive evidence of a sales arrangement exists, transfer of title and acceptance, where applicable, occurs, the sales price is fixed or determinable and collection is probable. Transfer of title occurs based on defined terms in customer purchase orders. The Company records reductions to chip set revenue for expected product returns based on the Company’s historical experience and other known factors.

~~The~~6 Company defers the recognition of revenue and the related cost of revenue on shipments to distributors that have rights of return and price protection privileges on unsold products until the products are sold by the distributor to its customers. Price protection rights grant distributors the right to a credit in the event of declines in the price of the Company’s products. Also, several of the Company’s distributors purchase products at a standard gross price and receive price reductions for sales to certain end customers. In these circumstances the Company’s accounts receivable and deferred revenue balances represent the gross invoice price of shipments to those distributors. Upon product sell-through, these distributors may receive a credit to adjust gross price to the applicable net price for those sales.

TheTable Company enters into co-branding rebate agreements with certain customers and provides marketing incentives to certain distributors. Payments made under such co-branding rebate agreements and marketing incentives are recorded as a reduction of revenue in accordance with Emerging Issues Task Force, or EITF No. 01-09, Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products). The Company generally records rebate reserves for both direct and indirect customers. All rebates that are intended to be settled in cash are separately presented in the consolidated balance sheets as ‘rebates payable to customers.’ Contents

~~SiRF~~Revenue ~~licenses~~from ~~rights~~sales toof ~~use~~semiconductor chip sets is recognized when persuasive evidence of a sales arrangement exists, transfer of title and acceptance, where applicable, occurs, the sales price is fixed or determinable and collection is probable. SiRF also evaluated its ~~intellectual~~historical ~~property~~experience toand ~~allow~~other ~~licensees~~known factors to ~~utilize~~determine the ~~Company’s~~appropriate reserve ~~technology~~for product returns. ~~The~~Customer ~~Company~~purchase ~~also~~orders ~~licenses~~are ~~rights~~generally used to ~~use~~determine ~~its~~the ~~premium~~existence ~~software~~of ~~products~~an arrangement. Transfer of title and risk of ownership occur based on defined terms in customer purchase orders, and generally pass to ~~licensees~~the customer upon shipment, at which point goods are delivered to ~~enable~~a carrier. There are no formal customer acceptance terms or further obligations, outside of SiRF’s standard product warranty, related to the sale of chip sets. toFurther, ~~provide~~SiRF ~~enhanced~~has ~~functionality~~had no inincidents ~~specific~~of ~~applications~~formal customer acceptance terms or further obligations to date. ~~The~~SiRF ~~Company~~assesses ~~recognizes~~whether ~~premium~~the ~~software~~sales ~~product~~price ~~revenue~~is infixed ~~accordance~~or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. Collectibility is assessed based primarily on the creditworthiness of the customer as determined through ongoing credit evaluations of the customer’s financial condition, as well as consideration of the customer’s payment history.

SiRF defers the recognition of revenue and the related cost of revenue on shipments to distributors that have rights of return and price protection privileges on unsold products until the products are sold by the distributor to its customers. Price protection rights grant distributors the right to a credit in the event of declines in the price of SiRF’s products. Also, several of SiRF’s distributors purchase products at a standard gross price and receive price reductions for sales to certain end customers. In these circumstances, SiRF’s accounts receivable and deferred revenue balances represent the gross invoice price of shipments to those distributors. Upon product sell-through, these distributors may receive a credit to adjust the gross price to the applicable net price for those sales. This method has no impact to SiRF’s consolidated statement of operations because the sell-through model is used.

SiRF enters into co-branding rebate agreements with and provides incentive rebates to certain direct customers and indirect customers (for products sold through distributors). SiRF records reductions to revenue for commitments related to such incentive programs in accordance with Emerging Issues Task Force, or EITF, No. 01-09, Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products). Co-branding agreements allow certain direct customers to receive a per-unit rebate for products purchased, provided the customer participates in SiRF’s co-branding program. The co-branding program typically consists of placing SiRF’s logo on the customer’s website or otherwise including it in marketing collateral or documentation. Incentive rebates are offered from time to time at SiRF’s discretion to both direct and indirect customers and are also provided in the form of a per-unit rebate for products purchased. Accruals for the actual costs of these incentive programs are recorded at the time the related revenue is recognized and are recorded based on the contractual or agreed upon per-unit rebate of product purchased by direct customers or sold through by distributors. Commitments related to incentive programs to both direct and indirect customers are presented in the consolidated balance sheets as rebates payable to customers.

SiRF licenses rights to use its intellectual property to permit licensees to utilize SiRF’s technology. SiRF also licenses rights to use its premium software products to licensees to enable SiRF chip sets to provide enhanced functionality in specific applications. SiRF recognizes revenue from standalone license rights to use the intellectual property in accordance with the Securities and Exchange Commission, or SEC, Staff Accounting Bulletin, or SAB No. 104, Revenue Recognition. Revenue from standalone rights to use SiRF’s premium software products is recognized in accordance with American Institute of Certified Public Accountants Statement of Position 97-2, Software Revenue Recognition. Subsequent to the sale of SiRF’s premium software products, it has no obligation to provide any level of post-contract customer support, including modification, customization, upgrades or enhancements. The cost of revenue associated with licenses is insignificant.

Certain sales of SiRF’s chip sets to direct customers are bundled with its premium software products. In such arrangements, both the premium software and chip sets are delivered simultaneously and post-contract customer support is not provided. SiRF applies the guidance in EITF No. 00-21, Revenue Arrangements with Multiple Deliverables, and recognizes revenue from such bundled arrangements generally upon delivery of the chip sets, assuming all other basic revenue recognition criteria are met, as both the chip sets and software are considered delivered elements and no undelivered elements exist.

SiRF earns royalties on licensees’ sales of their products incorporating the licensed intellectual property or premium software based upon the specific criteria included in the associated royalty agreements. SiRF’s licensees, however, do not report and pay royalties owed for sales in any given quarter until after the conclusion of that quarter. SiRF recognizes all royalty revenue based solely on royalties reported by licensees during such quarter.

Inventories

Inventory costs are determined using standard costs that approximate actual costs under the first-in, first-out method. SiRF’s standard cost policy is to continuously review and set standard costs at current manufacturing costs. Manufacturing overhead standards for product cost are calculated assuming full absorption of projected spending over projected volumes. SiRF writes-down inventories that have become obsolete or are in excess of anticipated demand or net realizable value. SiRF

~~American~~performs ~~Institute~~a detailed review of ~~Certified~~inventory ~~Public~~each ~~Accountants~~period that considers multiple factors including demand forecasts, ormarket ~~AICPA~~conditions, ~~Statement~~product oflife ~~Position~~cycle status, product ordevelopment ~~SOP~~plans ~~97-2,~~and ~~Software~~current ~~Revenue~~sales ~~Recognition~~levels. ~~The~~Demand ~~Company~~forecasts ~~earns royalties~~involve estimates, such as customer product demand projections based on ~~licensees’~~its ~~sales~~historical experience, timing of ~~their~~new product introductions, timing of customer transitions to new products ~~incorporating~~and ~~the~~sell-through ~~licensed~~of ~~intellectual~~products ~~property~~at ordifferent ~~premium~~average ~~software~~selling ~~based~~prices. ~~upon~~Due to the ~~specific~~current ~~criteria~~economic ~~included~~conditions inand the ~~associated~~potential ~~royalty~~customer ~~agreements.~~uncertainty ~~The~~as ~~Company’s~~a ~~licensees~~result of the United States International Trade Commission, ~~however~~or ITC, doFinal ~~not~~Determination ~~report~~(see Note 16, Commitments and ~~pay~~Contingencies), ~~royalties~~it ~~owed~~is ~~for~~increasingly ~~sales~~difficult into ~~any~~forecast ~~given~~demand ~~quarter~~and, ~~until~~if ~~after~~future ~~the~~demand ~~conclusion~~or ofmarket ~~that~~conditions ~~quarter.~~for ~~During~~SiRF’s ~~the~~products ~~periods~~are ~~preceding~~less ~~the~~favorable ~~fourth~~than ~~quarter~~forecasted ofor ~~2006,~~if unforeseen technological changes negatively impact the ~~Company~~utility ~~estimated~~of ~~and~~component ~~recorded~~inventory, ~~the~~SiRF ~~royalty~~may ~~revenue~~be ~~earned~~required ~~for~~to ~~sales~~record byadditional ~~certain licensees,~~write ordowns ~~Estimated~~which ~~Licensees,~~could negatively impact gross margins in the ~~quarter~~period inwhen ~~which~~the ~~such~~write-downs ~~sales~~are ~~occurred~~recorded. If actual market conditions are more favorable, SiRF ~~but~~may ~~only~~have higher gross margins when ~~reasonable~~products ~~estimates~~incorporating ofinventory ~~such~~that ~~amounts~~was ~~could~~previously bewritten ~~made~~down are sold.

~~Starting~~Stock-Based in the fourth quarter of 2006, the Company determined that due to business circumstances it could no longer reliably estimate royalty revenue from the Estimated Licensees. As such, the Company began recognizing all royalty revenueCompensation ~~based solely on royalties reported by licensees during such quarter.~~

~~Subsequent~~The tofair value of SiRF’s employee stock options and purchase rights is estimated using a Black-Scholes option pricing model. The Black-Scholes option pricing model requires the ~~sale~~input of subjective assumptions, as disclosed in Note 5, Stock-based Compensation, including the ~~Company~~price volatility of the underlying stock and the option’s ~~premium~~expected ~~software~~term. The expected ~~products~~term for option grants and for options assumed in connection with acquisitions is estimated based on a consideration of, itamong ~~has~~other nothings, ~~obligation~~historical toexercise ~~provide~~patterns, ~~any~~the ~~modification~~contractual terms of the stock-based awards, ~~customization~~vesting schedules and expectations of future employee behavior. SiRF utilizes its own historical volatility in valuing its stock option grants and purchase rights under its 2004 Employee Stock Purchase Plan, ~~upgrades~~or the Purchase Plan. In addition, SiRF estimates forfeitures at the time of grant, and revises if necessary, in subsequent periods if actual forfeitures differ from those estimates. SiRF’s estimate of expected forfeitures considers historical termination behavior, as well as retention related factors. SiRF elected to use the straight-line attribution method for awards granted after the adoption of Statement of Financial Accounting Standards, or ~~enhancements~~SFAS No. 123R ~~The~~and ~~cost~~continues to use a multiple option valuation approach for awards granted prior to the adoption of ~~revenue~~SFAS ~~associated~~No. 123R ~~with~~that ~~licenses~~were isunvested ~~insignificant~~as of the effective date. Actual volatility, SiRF’s options’ actual lives, interest rates and forfeitures may be different from its assumptions, which would result in the actual fair value of the stock options and purchase rights being different than estimated.

~~Inventory~~Assessment of Long-Lived Assets and Identified Intangible Assets

~~Inventory~~Identified ~~costs~~intangible ~~are~~assets ~~determined~~consist ~~using~~of ~~standard~~acquired ~~costs~~developed ~~that~~and ~~approximate~~core ~~actual~~technology, ~~costs under~~patents, ~~the~~trade ~~first-in~~names, ~~first~~non-~~out~~compete ~~method.~~agreements ~~The Company’s standard cost policy is to continuously review~~ and intellectual ~~set~~property ~~standard costs at current manufacturing costs~~assets. ~~Manufacturing~~These ~~overhead~~intangible ~~standards~~assets ~~for product cost~~ are ~~calculated~~amortized ~~assuming~~using ~~full~~the ~~absorption of~~straight-line ~~projected~~method ~~spending~~ over ~~projected~~their ~~volumes.~~estimated ~~The~~useful ~~Company records a reserve for inventories that have become obsolete or are in excess of anticipated demand or net realizable value~~lives. ~~The~~Acquired ~~Company~~developed ~~performs~~and acore ~~detailed~~technology, ~~review of inventory each period that considers multiple factors including demand forecasts~~patents, ~~market~~trade ~~conditions~~names, ~~product~~non-compete ~~life cycle status~~agreements, ~~product development plans~~ and ~~current~~intellectual ~~sales~~property assets ~~levels. If future demand or market conditions for the Company’s products~~ are ~~less~~amortized ~~favorable than~~over ~~forecasted~~their orapproximated ifweighted ~~unforeseen~~average ~~technological~~estimated ~~changes~~useful ~~negatively~~life ~~impact the utility~~ of ~~component~~4, ~~inventory~~13, ~~the~~4, ~~Company~~2 ~~may~~and be3 ~~required to record additional write-downs which could negatively impact gross margins in the period when the write-downs are recorded. If actual market conditions are more favorable~~years, ~~the Company may have higher gross margins when products incorporating inventory that was previously reserved are sold~~respectively.

~~Assessment~~SiRF assesses the potential impairment of ~~Long~~identified intangible assets and long-~~Lived~~lived ~~Assets,~~assets ~~Identified~~on ~~Intangible~~an ~~Assets~~annual basis, and ~~Goodwill~~potentially more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. Factors SiRF considers important which could trigger an impairment review include the following:

Identified intangible assets consist of acquired developed and core technology, customer relationships, non-compete agreements, assembled-workforce, patents, trade names and intellectual property assets. These intangible assets are amortized using the straight-line method over their estimated useful lives of less than one year to thirteen years.

The Company is required to assess the potential impairment of identified intangible assets, long-lived assets and goodwill on an annual basis, and potentially more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important which could trigger an impairment review include the following:

•

significant underperformance relative to historical or projected future operating results;

• significant changes in the manner of ~~the Company~~SiRF’s use of the acquired assets;

•

significant negative industry or economic trends; and

• significant decline in ~~the Company~~SiRF’s market capitalization.

When it is determined that the carrying value of identified intangible assets, or long-lived assets ~~or goodwill~~ may not be recoverable based upon the existence of one or more of the above indicators of impairment, ~~the Company~~SiRF tests for recoverability based on an estimate of future undiscounted cash flows as compared to the asset’s carrying value. If the ~~initial~~asset ~~test~~is ~~for~~considered ~~recovery~~to ~~fails~~be impaired, ~~measurement~~the amount of any impairment is ~~based~~measured onas the ~~Company’s~~difference ~~projected discounted~~between ~~cash flow, which requires~~ the ~~Company~~carrying ~~to make significant estimates~~ value and ~~assumptions regarding future revenue and expenses, projected capital expenditures, changes in~~ the ~~Company’s~~fair ~~working~~value ~~capital~~of ~~and~~ the ~~relevant~~impaired ~~discount rate~~asset. ~~Should~~ ~~actual results differ significantly from current estimates, impairment charges may result.~~

~~Impairment~~In ofdetermining ~~goodwill~~fair isvalue, ~~tested~~SiRF atconsiders ~~the reporting~~various ~~unit~~factors ~~level~~including ~~by comparing the reporting unit~~SiRF’s ~~carrying amount~~market capitalization, ~~including~~estimates ~~goodwill,~~of tocontrol ~~the~~premiums, ~~fair~~estimates ~~value~~ of ~~the~~future ~~reporting~~market ~~unit.~~growth ~~The~~and ~~fair~~trends, ~~value~~forecasted ofrevenue ~~the~~and ~~reporting~~costs, ~~unit~~discount isrates, ~~estimated~~expected ~~using~~periods aover ~~combination~~which ofSiRF’s ~~quoted~~assets ~~market~~will ~~prices,~~be ~~the~~utilized ~~income~~and ~~or discounted~~other ~~cash~~variables. ~~flow~~SiRF’s ~~approach~~growth estimates ~~and~~were ~~the~~based ~~market~~on ~~approach,~~historical ~~which~~data ~~utilizes~~and ~~comparable~~internal ~~companies’~~estimates ~~data.~~developed Ifas ~~the~~part ~~carrying~~of ~~amount~~its oflong-term ~~the~~planning ~~reporting~~process. ~~unit~~SiRF ~~exceeds~~bases its fair value, ~~goodwill~~estimates ison ~~considered~~assumptions ~~impaired~~believed ~~and a second step is performed~~ to ~~measure~~be ~~the amount~~reasonable, ofbut ~~impairment~~which ~~loss,~~are ifinherently ~~any~~uncertain. ~~The~~Should ~~Company~~actual results ~~performs~~differ ~~its~~significantly ~~impairment~~from ~~review~~current atestimates, the ~~entity~~amount ~~level~~of asimpairment itcharges ~~has~~recorded ~~only~~could ~~one~~be ~~operating~~different ~~segment,~~or ~~which~~future isimpairment ~~its~~charges ~~sole~~may ~~reporting~~result ~~unit.~~on ~~The~~identified ~~Company~~intangible ~~conducted~~assets ~~its annual impairment test as of September 30, 2007~~ and ~~determined~~other ~~there~~long-lived ~~to be no impairment~~assets.

Income Taxes

~~The~~SiRF ~~Company~~ accounts for income taxes under the provisions of ~~Statement of Financial Accounting Standards, or~~ SFAS No. 109, Accounting for Income Taxes. Under this method, ~~the~~SiRF ~~Company~~ determines deferred tax assets and liabilities based upon the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. The tax consequences of most events recognized in the current year’s financial statements are included in determining income taxes payable. However, because tax laws and financial accounting standards differ in their recognition and measurement of assets, liabilities, equity, revenue, expenses, gains and losses, differences arise between the amount of taxable income and pretax financial income and between the tax bases of assets or liabilities and their reported amounts in the financial statements. Because it is assumed that the reported amounts of assets and liabilities will be recovered and settled, respectively, a difference between the tax basis of an asset or a liability and its reported amount in the balance sheet will result in a taxable or a deductible amount in some future years when the related liabilities are settled or the reported amounts of the assets are recovered, resulting in a deferred tax liability or deferred tax asset. In preparing consolidated financial statements, the Company assesses the likelihood that deferred tax assets will be realized from future taxable income. The Company establishes a valuation allowance if the Company determines that it is more likely than not that some portion of the deferred tax assets will not be realized. Changes in the valuation allowance, when recorded, would be included in the Company’s consolidated statements of operations as a provision for (benefit from) income taxes. SiRF exercises significant judgment in regards to estimates of future market growth, forecasted earnings and projected taxable income, in determining provision for income taxes, deferred tax assets and liabilities for purposes of assessing the Company’s ability to utilize any future tax benefit from deferred tax assets. Refer to the Adoption of Recent Accounting Pronouncements below, for further information on the adoption of Financial Accounting Standards Interpretation, or FIN No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109.

In preparing its consolidated financial statements, SiRF assesses the likelihood that its deferred tax assets will be realized from future taxable income. SiRF establishes a valuation allowance if it determines that it is more likely than not that some portion of the deferred tax assets will not be realized. Changes in the valuation allowance, when recorded, would be included in the consolidated statements of operations as a provision for (benefit from) income taxes. SiRF exercises significant judgment in determining the provision for income taxes or deferred tax assets and liabilities and future taxable income for purposes of assessing its ability to utilize any future tax benefit from its deferred tax assets. As of March 28, 2009, SiRF has recorded a full valuation allowance against all of its U.S. deferred tax assets, except for a portion sufficient to offset its U.S. FIN No. 48 liabilities. The deferred tax assets consist primarily of net operating loss and tax credits carryforwards. In assessing the need for a valuation allowance, SiRF considers all available positive and negative evidence such as earnings history, projections of future income, future reversals of existing taxable temporary differences, and tax planning strategies. SiRF’s cumulative loss in the most recent three-year period, including the current net loss reported, represents negative evidence sufficient to maintain a valuation allowance under the provisions of SFAS No. 109. SiRF intends to maintain a valuation allowance until sufficient positive evidence exists to support its reversal.

The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. SiRF evaluates its uncertain tax positions under the provisions of Financial Accounting Standards Interpretation, or FIN, No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109, which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in a company’s income tax return. SiRF only recognizes tax benefits for positions that are more likely than not to be sustained upon final resolution with a taxing authority. SiRF measures these tax benefits by estimating the amount of benefit that corresponds to the cumulative probability greater than 50% of being sustained upon final resolution with a taxing authority. SiRF exercises significant judgment in estimating the final resolution of its tax positions with a taxing authority. SiRF believes it has adequately provided for any reasonably foreseeable adjustments to its tax liability. If SiRF ultimately determines that payment of these amounts is unnecessary, it will reverse the liability and recognize a tax benefit during the period in which it determines that the liability is no longer necessary in accordance with FIN No. 48.

Note 2. Recent Accounting Pronouncements

Adoption of Recent Accounting Pronouncements

~~Accounting~~Fair ~~for~~Value ~~Sabbatical~~Measurement ~~Leave and Other Similar Benefits~~

~~Effective~~In ~~January 1~~September 2006, ~~2007,~~the ~~SiRF~~Financial ~~adopted~~Accounting ~~EITF~~Standards ~~Issue No. 06-02~~Board, ~~Accounting~~or ~~for Sabbatical Leave and Other Similar Benefits Pursuant to~~ FASB, ~~Statement~~issued SFAS No. 43157, ~~Accounting~~Fair ~~for~~Value ~~Compensated Absences~~Measurement. ~~A sabbatical~~SFAS ~~leave~~No. 157 isprovides a ~~benefit~~framework ~~provided~~that toclarifies ~~employees whereby~~ the ~~employee~~fair isvalue ~~entitled~~measurement toobjective ~~time~~within ~~off~~GAAP ~~with~~and ~~pay,~~its ~~over~~application ~~and~~under ~~above~~the various ~~routine~~accounting ~~vacation~~standards ~~time,~~where ~~after~~fair ~~working~~value ~~for~~measurement ais ~~specified~~allowed ~~period~~or ~~of time~~required. ~~EITF~~Under SFAS No. ~~06-02~~157, ~~prescribes~~fair ~~that~~value anrefers ~~employee’s right~~ to athe ~~compensated~~price ~~absence~~that ~~under~~would abe ~~sabbatical~~received orto ~~similar~~sell ~~benefit~~an ~~arrangement~~asset ~~accumulates~~or ~~pursuant~~paid to ~~SFAS~~transfer ~~No. 43,~~a ~~Accounting~~liability ~~for~~in ~~Compensated~~an ~~Absences~~orderly ~~and~~transaction ~~therefore,~~between market aparticipants ~~liability~~in ~~should be accrued over~~ the ~~service~~market ~~period~~ in which ~~employees~~ ~~earn~~ the ~~right~~reporting toentity ~~the sabbatical leave~~transacts. ~~The~~SFAS ~~cumulative effect of adopting EITF~~ No. ~~06-02~~157 onclarifies ~~January 1,~~the ~~2007~~principle ~~has~~that ~~been~~fair ~~recognized~~value asshould abe ~~change~~based inon ~~accounting~~the ~~principle,~~assumptions ~~recorded~~market asparticipants anwould ~~adjustment~~use towhen pricing the ~~opening~~asset ~~balance~~or ofliability ~~accumulated~~and establishes ~~deficit,~~a ~~net~~fair ofvalue ~~tax,~~hierarchy onthat prioritizes the ~~adoption~~information ~~date.~~used Asto adevelop ~~result~~those ofassumptions. ~~the~~The ~~implementation~~fair ofvalue ~~EITF~~hierarchy ~~No. 06-02,~~gives ~~SiRF~~the ~~recognized~~highest anpriority ~~increase~~to ofquoted ~~approximately~~prices ~~$1.0 million~~ in ~~‘accrued~~active ~~payroll~~markets and ~~related~~the ~~benefits’~~lowest ~~and~~priority ~~$0.3~~to ~~million~~unobservable indata. ~~‘current~~SFAS No. 157 ~~deferred~~requires ~~tax~~fair ~~assets’~~value ~~and~~measurements ~~‘long-term~~to ~~deferred~~be ~~tax~~separately ~~assets,’~~disclosed ~~which~~by ~~resulted~~level inwithin athe ~~net~~fair ~~increase~~value ~~of $0~~hierarchy.7 ~~million~~SFAS inNo. 157 ~~the~~is ~~opening~~effective ~~balance~~for offiscal ~~accumulated~~years ~~deficit~~beginning inafter ~~the September~~November 3015, 2007. ~~condensed~~However, ~~consolidated~~in ~~balance~~February ~~sheet.~~2008, InFASB ~~prior years~~Staff Position, ~~SiRF~~or ~~accrued~~FSP ~~for~~No. 157-b ~~the~~was ~~expense~~issued, ~~related~~which todelayed ~~sabbatical~~the ~~leave~~effective ~~when~~date ~~the~~of ~~employee~~SFAS ~~fully~~No. 157 ~~vested~~for inall ~~the~~nonfinancial ~~benefit.~~assets and nonfinancial

Accounting for Uncertainty in Income Taxes

Effective January 1, 2007, SiRF adopted FIN No. 48. FIN No. 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in a company’s income tax return, and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN No. 48 utilizes a two-step approach for evaluating uncertain tax positions accounted for in accordance with SFAS No. 109. Step one, Recognition, requires a company to determine if the weight of available evidence indicates that a tax position is more likely than not to be sustained upon audit, including resolution of related appeals or litigation processes, if any. Step two, Measurement, is based on the largest amount of benefit, which is more likely than not to be realized on ultimate settlement. The cumulative effect of adopting FIN No. 48 on January 1, 2007 is recognized as a change in accounting principle, recorded as an adjustment to the opening balance of accumulated deficit on the adoption date. As a result of the implementation of FIN No. 48, SiRF recognized an increase of approximately $0.1 million in ‘long-term income taxes payable’ for unrecognized tax benefits related to tax positions taken in prior periods, which resulted in an increase of $0.1 million in accumulated deficit.

Upon adoption of FIN No. 48, the Company’s historical policy of including interest and penalties related to unrecognized tax benefits within the Company’s ‘provision for (benefit from) income taxes,’ remained unchanged. As of September 30, 2007, the Company had $0.3 million accrued for payment of interest and penalties related to unrecognized tax benefits ($0.2 million as of the adoption date of FIN No. 48). The Company recognized $0.1 million of interest and penalties related to unrecognized tax benefits in its provision for income taxes for the three and nine months ended September 30, 2007.

~~The~~ liabilities, ~~Company’s~~except ~~total~~those ~~amounts~~that ofare ~~unrecognized~~recognized ~~tax~~or ~~benefits~~disclosed asat offair ~~January 1,~~value ~~2007~~in the financial statements on a recurring basis (~~adoption~~at ~~date~~least annually). The FSP ~~was~~partially ~~$5.6~~defers ~~million,~~the effective date of ~~which~~SFAS $3No.9 157 ~~million,~~to iffiscal ~~recognized~~years beginning after November 15, ~~would~~2008, ~~affect~~including ~~our~~interim ~~effective~~periods ~~tax~~within ~~rate.~~that Asfiscal year for items within the scope of ~~September~~the FSP. Effective January 301, ~~2007~~2008, ~~the~~SiRF ~~Company’s~~adopted SFAS ~~total~~No. 157 ~~amounts~~except ofas ~~unrecognized~~it ~~tax~~applies ~~benefits~~to ~~was~~those ~~$8.8~~nonfinancial ~~million,~~assets and nonfinancial liabilities within the scope of ~~which~~FSP $5No.6 157-b. ~~million~~Effective December 28, ~~if recognized~~2008, ~~would affect~~SiRF ~~its~~adopted ~~effective~~SFAS ~~tax rate~~No. 157 ~~Separately,~~as ~~the~~it ~~Company~~applies ~~has~~to ~~recognized~~nonfinancial aassets ~~net~~and nonfinancial ~~amount~~liabilities within the scope of $2FSP No.1 157-b. ~~million~~The infull ~~‘long-term~~adoption ~~income~~of ~~taxes~~SFAS ~~payable’~~No. 157 ~~for~~did ~~unrecognized~~not ~~tax~~have ~~benefits~~a inmaterial ~~its~~impact ~~Condensed~~on ~~Consolidated~~SiRF’s ~~Balance~~financial ~~Sheets~~position and results of operations.

As of September 30, 2007, the Company believes it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase over the next twelve months. The Company expects a shift in the geographical mix of its revenue and costs associated with its global operations. The total liabilities for unrecognized tax benefits and the increase for the current period of these liabilities relate primarily to research and development tax credits and the allocations of revenue and costs amongst the Company’s global operations. The Company estimates the total amounts of unrecognized tax benefits associated with its research and development tax credits and the allocations of revenue and costs amongst the Company’s global operations to increase by approximately $0.5 million over the next three months. At this time the Company is unable to estimate the range of the reasonably possible change in unrecognized tax benefits over the next twelve months associated with the shift in the geographical mix of its revenue and costs related to changes in its global operations. The Company is not aware of any other unrecognized tax benefits that would significantly change in the next twelve months.

Although the Company files U.S. federal, U.S. state, and foreign tax returns, the Company’s only major tax jurisdiction is the United States and its 1995 – 2006 tax years remain subject to examination by the various taxing authorities or jurisdictions.

Recently Issued Accounting Pronouncements

Determining Fair Value ~~Measurement~~When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly

In ~~September~~April ~~2006~~2009, the FASB issued FSP Financial Accounting ~~Standards Board~~Standard, or ~~FASB~~FAS, ~~issued SFAS No.~~ 157-4, Determining Fair Value ~~Measurement.~~When ~~SFAS~~the ~~No. 157~~Volume ~~defines~~and ~~how~~Level of Activity for the Asset ~~fair~~or ~~value~~Liability ofHave ~~assets~~Significantly Decreased and ~~liabilities~~Identifying ~~should~~Transactions beThat ~~measured~~Are inNot ~~more~~Orderly. ~~than~~FSP 40No. 157-4 ~~other~~provides ~~accounting~~additional ~~standards~~guidance ~~where~~for estimating fair value ~~measurement~~in isaccordance ~~allowed~~with orFASB ~~required.~~Statement ~~Under SFAS~~ No. 157, ~~fair~~Fair ~~value~~Value Measurements, ~~refers~~when to the ~~price~~volume ~~that~~and ~~would~~level beof ~~received~~activity tofor ~~sell~~the an asset or ~~paid~~liability tohave ~~transfer~~significantly adecreased. ~~liability~~FSP inNo. 157-4 analso ~~orderly~~includes ~~transaction~~guidance ~~between~~on ~~market~~identifying ~~participants~~circumstances inthat ~~the~~indicate ~~market~~a intransaction ~~which~~is ~~the~~not ~~reporting entity transacts~~orderly. ~~SFAS~~FSP No. 157-4 ~~clarifies~~emphasizes ~~the~~that ~~principle~~even ~~that~~if ~~fair~~there ~~value~~has ~~should~~been bea ~~based~~significant ondecrease in the ~~assumptions~~volume ~~market~~and ~~participants~~level ~~would~~of ~~use~~activity ~~when~~for ~~pricing~~ the asset or liability and ~~establishes~~regardless aof ~~fair~~the ~~value~~valuation ~~hierarchy~~technique(s) ~~that~~used, ~~prioritizes~~ the ~~information~~objective ~~used~~of toa ~~develop~~fair ~~those~~value ~~assumptions~~measurement remains the same. ~~The~~ ~~fair~~Fair value ~~hierarchy~~is the ~~gives~~price ~~the~~that ~~highest~~would ~~priority~~be received to ~~quoted~~sell ~~prices~~an inasset ~~active~~or ~~markets~~paid ~~and~~to ~~the~~transfer ~~lowest~~a ~~priority~~liability toin ~~unobservable~~an ~~data.~~orderly ~~SFAS~~transaction ~~No. 157~~(that ~~requires~~is, ~~fair~~not ~~value~~a ~~measurements~~forced toliquidation beor ~~separately~~distressed ~~disclosed~~sale) bybetween ~~level~~market ~~within~~participants at the ~~fair~~measurement ~~value hierarchy.~~date ~~SFAS~~under Nocurrent market conditions. FSP 157-4 is effective for ~~fiscal~~interim ~~years~~and ~~beginning~~annual reporting periods ending after ~~November~~June 15, ~~2007~~2009, ~~including~~and ~~interim periods within that fiscal year. The Company~~ is ~~currently~~applied ~~assessing SFAS No~~prospectively. ~~157~~ ~~and~~SiRF ~~has~~does not ~~yet~~believe ~~determined the impact, if any,~~ that the ~~adoption~~implementation of ~~SFAS~~this ~~No. 157~~standard will have ona ~~its~~material ~~financial~~impact ~~position,~~on ~~results~~its ofconsolidated ~~operations and fair value disclosures~~financial statements.

~~Fair Value~~Recognition ~~Option~~and ~~for~~Presentation ~~Financial~~of ~~Assets~~Other-Than-Temporary ~~and~~Impairments ~~Financial Liabilities~~

In ~~February~~April ~~2007~~2009, the FASB, issued ~~SFAS~~FSP NoNos. ~~159,~~ ~~Fair Value~~FAS ~~Option~~115-2 ~~for~~and ~~Financial~~FAS ~~Assets~~124-2, Recognition and ~~Financial~~Presentation ~~Liabilities~~of Other-Than-Temporary Impairments. ~~SFAS~~FSP NoNos. ~~159~~ ~~provides~~115-2 anand ~~option~~124-2 toamends ~~report~~the ~~selected~~other-than-temporary ~~financial~~impairment ~~assets~~guidance ~~and~~for ~~liabilities~~debt atsecurities ~~fair~~to ~~value.~~make ~~Generally~~the ~~accepted~~guidance ~~accounting~~more ~~principles~~operational ~~have~~and ~~required~~to ~~different measurement~~improve ~~attributes~~the ~~for~~presentation ~~different assets~~ and ~~liabilities~~disclosure ~~that~~of ~~can~~other-than-temporary ~~create artificial volatility~~ impairments in ~~earnings.~~the ~~SFAS~~financial Nostatements. ~~159~~ ~~attempts~~The tomost ~~mitigate~~significant ~~this~~change ~~type~~FSP ofNos. ~~accounting~~115-~~induced~~2 ~~volatility by enabling companies to report related assets~~ and ~~liabilities~~ at124-2 ~~fair~~bring ~~value,~~is ~~which~~a ~~would~~revision ~~likely~~to ~~reduce~~ the ~~need~~amount ~~for~~of ~~companies~~other-than-temporary toloss ~~comply~~of ~~with~~a ~~detailed~~debt ~~rules~~security ~~for~~recorded ~~hedge~~in ~~accounting~~earnings. ~~SFAS~~FSP NoNos. ~~159~~ ~~also~~115-2 ~~establishes presentation~~ and ~~disclosure~~124-2 ~~requirements~~are ~~designed~~effective ~~to facilitate comparisons between companies that choose different measurement attributes~~ for ~~similar~~interim ~~types of assets~~ and ~~liabilities.~~annual reporting ~~SFAS~~periods ~~No. 159~~ending ~~is effective for fiscal years beginning~~ after ~~November~~June 15, ~~2007~~2009. ~~The~~SiRF ~~Company~~does ~~is currently assessing SFAS No. 159 and has~~ not ~~yet~~believe ~~determined the impact, if any,~~ that the ~~adoption~~implementation of ~~SFAS~~this ~~No. 159~~standard will have ona ~~its~~material ~~financial~~impact ~~position,~~on ~~results~~its ofconsolidated ~~operations~~financial ~~and fair value disclosures~~statements.

Note 3. Net Income (Loss) Per Share

Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding, excluding the weighted average unvested common shares subject to repurchase. Diluted net income (loss) per share is computed giving effect to all ~~potential~~potentially dilutive common stock including common stock subject to repurchase, stock options, warrants, restricted stock units and potential shares associated with employee stock purchase plan ~~withholding~~withholdings. ~~Refer~~See to Note 5, Stock-Based Compensation, for further information.

The reconciliation of the numerators and denominators used in computing basic and diluted net income (loss) per share for the three ~~and nine~~ months ended ~~September~~March 3028, ~~2007~~2009 and ~~2006~~March 31, 2008 is as follows:

	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	Three Months Ended
	2007			2006			2007			2006
	March 28, 2009			March 31, 2008
	(In thousands, except per share amounts)
Numerator:
Net income (loss)	$	(16,055	)	$	2,579		$	(11,114	)	$	(6,699	)
Net loss	$	(16,938	)	$	(28,085	)
Denominator:
Weighted average common shares outstanding		5762,~~208~~754			5160,~~729~~657			~~54,305~~			~~51,269~~
Less: Weighted average common shares outstanding subject to repurchase		~~(254~~—	)		(~~321~~323	)		~~(299~~	)		~~(364~~	)
Weighted average shares used in net income (loss) per common share, basic		56,954			51,408			54,006			50,905
Total weighted average shares used in net loss, basic		62,754			60,334
Dilutive potential common shares:
Net loss per share:
Weighted average of repurchasable common stock outstanding		—			321			—			—
Basic	$	(0.27	)	$	(0.47	)
Weighted average of common stock options		—			3,454			—			—
Diluted	$	(0.27	)	$	(0.47	)
Weighted average of common stock warrants		—			231			—			—
Weighted average of restricted stock units		—			78			—			—
Weighted average of employee stock purchase plan shares		—			93			—			—
Total weighted average shares used in net income (loss) per share, diluted		56,954			55,585			54,006			50,905
Net income (loss) per share:
Basic	$	(0.28	)	$	0.05		$	(0.21	)	$	(0.13	)
Diluted	$	(0.28	)	$	0.05		$	(0.21	)	$	(0.13	)

~~Potentially~~The ~~dilutive~~following ~~stock~~table ~~options~~sets toforth ~~purchase~~potential ~~2.2 million~~ shares ~~and~~of ~~restricted~~common stock ~~units of~~that ~~0.5 million~~are ~~were~~not ~~excluded~~included ~~from~~in the ~~computation of~~ diluted net ~~income~~loss per share ~~during the three months ended September 30, 2006~~ as their effect would ~~have~~be ~~been~~ anti-dilutive.:

Due to the Company’s net losses reported during the three months ended September 30, 2007 and nine months ended September 30, 2007 and 2006, common stock equivalents related to potentially dilutive repurchasable common stock, stock options, warrants, restricted stock units and employee stock purchase plan shares totaling 4.4 million shares, 5.0 million shares and 5.0 million shares, respectively, were excluded from the computation of diluted net loss per share as their effect would have been anti-dilutive.


	March 28, 2009	March 31, 2008
	(In thousands)
Outstanding common stock options	6,619	9,438
Restricted stock units	2,658	1,695

	9,277	11,133

Note 4. ~~Acquisitions~~Fair Value

~~Businesses~~SFAS No. 157 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, SiRF considers the principal or most advantageous market in which SiRF would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.

~~Centrality~~Fair ~~Communications,~~Value ~~Inc.~~Hierarchy

~~On August 6,~~SFAS ~~2007, SiRF acquired Centrality Communications, Inc~~No., 157 establishes a ~~developer~~fair ofvalue ~~navigation~~hierarchy ~~processor~~that ~~solutions~~requires ~~for~~an ~~portable~~entity ~~navigation devices. The acquisition of Centrality is intended~~ to ~~enable~~maximize ~~SiRF~~the touse ~~deliver end-to-end, multifunction location~~of ~~platforms~~observable ~~employing~~inputs ~~system-on-chip, SOC, technology to location-enable a range of devices~~ and ~~services.~~minimize ~~The acquisition is further intended to expand SiRF’s engineering capabilities to deliver cost effective products that address~~ the ~~needs~~use of ~~emerging~~ ~~convergence~~unobservable ~~mobile~~inputs ~~devices~~when inmeasuring ~~the~~fair ~~portable navigation, automotive, and consumer markets~~value. ~~The~~A ~~acquisition~~financial ~~also helps SiRF~~instrument’s ~~customers,~~categorization ~~operators~~within ~~and~~the ~~content~~fair ~~partners to add more~~ value tohierarchy ~~their~~is ~~offerings~~based ~~and~~upon ~~bring their products to market faster while enhancing~~ the ~~consumer~~lowest ~~experience.~~level ~~Under the terms~~ of ~~the~~input ~~definitive~~that ~~agreement,~~is ~~SiRF~~significant ~~paid~~to ~~an aggregate of $108.2 million in cash and issued 5,992,159 shares of SiRF common stock in exchange for all of~~ the ~~outstanding~~fair ~~common stock~~value ~~of Centrality~~measurement. ~~SiRF~~SFAS ~~also~~No. 157 ~~assumed~~establishes ~~certain~~three ~~equity~~levels ~~awards~~of inputs that may be ~~exercised~~used ~~for an aggregate of 2,097,310 shares of SiRF common stock in exchange for Centrality outstanding stock options. Any equity award not assumed by SiRF received a cash payment equal~~ to ~~$5.44~~measure ~~per~~fair share for an aggregate of $1.7 million in additional purchase consideration. The operating results of Centrality have been included in SiRF’s consolidated financial results since the August 6, 2007 acquisition closing date. The following table summarizes the components of the total purchase price (in thousands)value:

Cash paid for Centrality common stock and for options not assumed	$	109,938
Fair value of common stock issued		115,409
Fair value of stock options exchanged		36,485
Less: Unvested portion of the fair value of stock options		(21,054	)
Direct acquisition costs (estimated)		1,500
Total purchase price	$	242,278

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

Assets Measured at Fair Value on a Recurring Basis

SiRF measures financial assets, specifically money market funds and marketable debt instruments, at fair value on a recurring basis. SiRF does not have any financial liabilities that are measured at fair value on a recurring basis.

The fair value of these financial assets was determined using the following inputs as of March 28, 2009:

The fair value of common stock issued by SiRF in connection with the acquisition was determined using a per share price of $19.26, which reflects the average of SiRF’s stock price during the three days prior to and including the acquisition close date.


			Fair Value Measurements at March 28, 2009 Using
			(In thousands)
Description	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Money market funds ⁽¹⁾	$	33,090	$	33,090	$	—	$	—
United States government treasury securities ⁽²⁾		27,974		—		27,974		—
Commerical paper ⁽³⁾		31,987		—		31,987		—

Total	$	93,051	$	33,090	$	59,961	$	—

In(1) ~~accordance~~Included ~~with~~in ~~the~~cash ~~terms~~and ofcash ~~the~~equivalents ~~definitive agreement, the conversion value of the options assumed was based~~ on ~~the exercise price of each Centrality option multiplied by a conversion ratio of 0.2542. The conversion ratio was calculated using a per share price of $21.385, which reflects a rolling average of~~ SiRF’s ~~stock~~condensed ~~price~~consolidated ~~prior~~balance ~~to the acquisition close date~~sheet. The fair value of options assumed was estimated using a Black-Scholes option pricing model. The use of this model and method of determining valuation assumptions is in accordance with SFAS 123R, Share-Based Payment. See Note 5, Stock-Based Compensation, for discussion of this model and method of determining the valuation assumptions.

~~The~~(2) ~~acquisition~~$16.0 ~~was~~million ~~accounted for using the purchase method~~ of ~~accounting.~~which ~~The~~is ~~purchase~~included ~~price~~in ~~was~~cash ~~allocated based on the estimated fair values of tangible~~ and ~~identifiable~~cash ~~intangible~~equivalents, ~~assets acquired~~ and ~~liabilities assumed in the acquisition~~$12.0 Anmillion ~~allocation~~ of ~~the~~which ~~purchase~~is ~~price~~included ~~was~~in ~~made~~marketable tosecurities ~~major categories of assets and liabilities based~~ on ~~management~~SiRF’s ~~best~~ ~~estimates~~condensed atconsolidated ~~the~~balance ~~date of acquisition~~sheet. The excess of the purchase price over the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed was allocated to goodwill. The total purchase price was allocated to the fair value of assets acquired and liabilities assumed as follows (in thousands):

Net tangible assets acquired	$	6,681
Intangible assets acquired:
Developed technology		40,870
Customer relationships		26,800
Trade names		4,100
Non-compete agreements		4,240
In-process research and development		13,900
Net deferred tax liabilities		(12,582	)
Goodwill		158,269
Total purchase price allocation	$	242,278

⁽³⁾	$10.0 million of which is included in cash and cash equivalents and $22.0 million of which is included in marketable securities on SiRF’s condensed consolidated balance sheet.

AsThe fair ~~the~~value ~~Company~~of ~~finalizes~~these ~~certain~~financial ~~valuation~~assets ~~assumptions,~~was ~~adjustments~~determined ~~may~~using bethe ~~recorded~~following ininputs ~~the~~as ~~related purchase~~of ~~price~~December 27, ~~allocation.~~2008:

Intangible assets consist primarily of developed technology, customer relationships, trade names and non-compete agreements. Developed technology relates to Centrality’s Atlas and Titan family SoC platforms which are currently generating revenue. Customer relationships relate to Centrality’s ability to sell existing, in-process and future versions of its products to existing customers. Trade names and non-compete agreements represent future value to be derived associated with the use of existing trade names and reduced competition. The Company expects to amortize developed technology, customer relationships, trade names and non-compete agreements on a straight-line basis over their weighted average expected useful life of 3.3, 6.0, 3.5 and 2.0 years, respectively.


			Fair Value Measurements at December 27, 2008 Using
			(In thousands)
Description	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Money market funds ⁽¹⁾	$	27,030	$	27,030	$	—	$	—
United States government treasury securities ⁽²⁾		23,994		—		23,994		—
Commerical paper ⁽³⁾		41,947		—		41,947		—

Total	$	92,971	$	27,030	$	65,941	$	—

~~In-process~~1) ~~research~~Included ~~and~~in development, or IPR&D, primarily relates to projects associated with Centrality’s next generation processor with enriched specifications, features and performance. The preliminary value assigned to IPR&D was determined by considering the importance of products under development to the overall development plan, estimating costs to develop the purchased technology into commercially viable products, estimating the resulting net cash ~~flows from the projects when completed~~ and ~~discounting the net~~ cash ~~flows~~equivalents toon present value. The fair value of the IPR&D was determined using the income approach, which discounts expected future cash flows to present value. The discount rate used in the present value calculations was derived from a weighted average cost of capital analysis, adjusted to reflect additional risks related to the productSiRF’s ~~development~~ ~~and~~consolidated ~~success~~balance ~~as well as the product’s stage of completion~~sheet. ~~Based on these factors, a discount rate of 25.0% was deemed appropriate for valuing the IPR&D. The estimates used in valuing IPR&D were based~~

⁽²⁾

$20.0 million of which is included in cash and cash equivalents and $4.0 million of which is included in marketable securities on SiRF’s consolidated balance sheet.

⁽³⁾	$16.0 million of which is included in cash and cash equivalents and $26.0 million of which is included in marketable securities on SiRF’s consolidated balance sheet.

SiRF’s investments in money market funds and marketable debt instruments (commercial paper and United States government treasury securities) are measured at fair value on a recurring basis. SiRF’s money market funds comply with Rule 2a-7 of the Investment Company Act of 1940 and are required to be priced and have a fair value of $1 net asset value per share. These money market funds are actively traded and reported daily through a variety of sources. Due to the structure and valuation required by the Investment Company Act of 1940 regarding Rule 2a-7 funds, the fair value of the money market fund investments are classified as Level 1. The fair value of SiRF’s marketable debt instruments is calculated using a matrix-based approach by a third party pricing service. A computer-based model considers the instruments’ days to final maturity and external credit rating in order to assign a current yield. An evaluated price is then calculated using that current yield. The following observable inputs are utilized as inputs into the daily matrix evaluations: maturity date, issue date, credit rating, settlement date and interest rate and, therefore, these investments are classified as Level 2 instruments. As of March 28, 2009 and December 27, 2008, the marketable debt instruments are stated at amortized cost which approximates fair value as determined by the matrix-based approach.

upon assumptions believed to be reasonable but which are inherently uncertain and unpredictable. Assumptions may be incomplete or inaccurate, and unanticipated events and circumstances may occur. Accordingly, actual results may vary from the projected results. At the date of acquisition, the net cash flows for the acquired IPR&D were expected to commence in 2008. Based on an independent valuation report prepared in relation to the Company’s acquisition of Centrality, the value assigned to IPR&D, as well as the projected costs to complete the IPR&D were as follows (in thousands):

Acquired IPR&D		Fair Value ofIPR&D			Projected Costs toComplete IPR&D
Next generation processor		$	13,900		$	4,400

In connection with the acquisition, the $13.9 million of IPR&D was charged to expense in the quarter ended September 30, 2007.

None of the goodwill recorded as part of the Centrality acquisition will be deductible for United States federal income tax purposes. Certain purchase price adjustments to goodwill are recorded when income tax deductions are realized from fully vested stock options that were assumed as part of the acquisition. The impact to goodwill is limited to the tax effect of the fair value of the nonqualified awards that were included in the purchase price. In the three and nine months ended September 30, 2007, the Company recorded $2.7 million in adjustments to goodwill for subsequent exercises of such stock options.

Pro forma financial information

The unaudited pro forma financial information in the table below summarizes the combined results of operations of SiRF and Centrality, as though the acquisition had occurred as of the beginning of the periods presented. The pro forma financial information for all periods presented includes purchase accounting adjustments for depreciation on acquired property and equipment, charges recorded for acquired IPR&D, amortization charges from acquired identifiable intangible assets, adjustments to interest income, stock based compensation expense and related tax effects.

	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	2007			2006			2007			2006
	(In thousands, except per share amounts)
	(Unaudited)
Net revenue	$	92,958		$	68,817		$	244,160		$	187,282
Net (loss)	$	(9,018	)	$	(9,496	)	$	(38,126	)	$	(55,349	)
Net (loss) per share - basic	$	(0.15	)	$	(0.17	)	$	(0.65	)	$	(0.97	)
Net (loss) per share - diluted	$	(0.15	)	$	(0.17	)	$	(0.65	)	$	(0.97	)

The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of each of the periods presented.

Kisel Microelectronics, AB

On April 28, 2005, SiRF acquired Kisel Microelectronics, AB, a privately held limited liability company based in Stockholm, Sweden. The aggregate purchase consideration for this transaction was approximately $21.0 million, which includes direct transaction costs. Certain adjustments to the aggregate purchase consideration for Kisel are recorded in the period when the contingent cash payments are made to certain former Kisel shareholders upon achievement of certain milestones. During each of the second quarters of 2007 and 2006, the Company paid approximately $1.8 million in contingent cash payments associated with the Kisel acquisition, which resulted in an increase in goodwill related to this acquisition. There were no similar contingent cash payments made in each of the third quarters of 2007 and 2006.

Development-Stage Company

TrueSpan Incorporated

On March 14, 2006, SiRF acquired TrueSpan Incorporated, a development-stage company specializing in systems communication. The acquisition of TrueSpan is intended to add to SiRF’s systems expertise as the Company expands its offerings to include complex multifunction and location technology platform solutions. The aggregate purchase consideration for this acquisition was approximately $18.0 million, which includes direct transaction costs and cash acquired and excludes the fair value of assumed unvested TrueSpan stock options, issuance of unvested SiRF restricted stock units and future contingent payments. Such contingent payments will be made to certain former TrueSpan employees contingent upon their continued employment with SiRF and will not exceed $3.0 million. These contingent payments will result in compensation expense amortized on a straight-line basis over the related two-year service period. TrueSpan did not have a developed product, had no customers and was not generating revenue. Accordingly, the Company concluded the TrueSpan acquisition did not met the criteria to be accounted for as an acquisition of a “business” under the requirements of SFAS No. 141, Business Combinations, as TrueSpan did not possess the ability to generate outputs (as defined by SFAS No. 141) in order to continue normal operations and generate a revenue stream by providing its products to customers. The negative excess of the fair value of the net assets acquired over purchase consideration was allocated on a proportionate basis to reduce the fair value of non-monetary assets acquired. The total fair value of net assets acquired, as adjusted for the allocation of excess fair value over purchase consideration, consisted of current assets of $1.2 million, property and equipment of $0.2 million, identified amortizable intangible assets of $1.0 million, net deferred tax assets of $3.4 million, less current liabilities assumed of $0.9 million and recognition of $13.3 million of charges for acquired IPR&D.

As of the acquisition date, TrueSpan was in the process of performing technology verification for its Digital Video Broadcasting, or DVB, chip and its Radio Frequency, or RF, chip, which provide the capability for bringing broadcast services to handheld receivers and other platforms. At the time of acquisition, both chips were expected to be released in late 2007. At the time of acquisition for valuation purposes, the DVB technology was expected to have a useful life of 7-10 years. Additionally, TrueSpan was working on proprietary software for the functionality of the DVB chip in consumer products, with completion expected in 2006. At the time of acquisition for valuation purposes, the DVB software technology was assumed to have a useful life of 5 years and TrueSpan was expected to begin benefiting from both projects in 2007. This software development project was still in process as of December 31, 2006 and as of year end the DVB chip had taped out. As of September 30, 2007, the DVB chip is undergoing laboratory tests for functionality and compliance with technological standards and our firmware and software integration testing efforts are continuing. Over the next year the system integration and system validation of a reference design are the key activities prior to completion. There has been no material variations associated with the TrueSpan chip development projects.

The Company’s methodology for allocating the relative portion of the aggregate purchase price of TrueSpan to IPR&D was determined through established valuation techniques in the high-technology communications equipment industry. IPR&D was expensed upon technological feasibility had not been established and no future alternative uses existed. The fair value of the IPR&D was determined using the income approach, which discounts expected future cash flows to present value. At that time, the net cash flows for the acquired IPR&D were expected to commence in 2007. The weighted average cost of capital was adjusted to reflect the difficulties and uncertainties in completing each project and thereby achieving technological feasibility, the percentage of completion of each project, anticipated market acceptance and penetration, market growth rates, and risks related to the impact of potential changes in future target markets. Based on these factors, a discount rate of 40.0% was deemed appropriate for valuing the IPR&D. Based on an independent valuation report prepared in relation to the Company’s acquisition of TrueSpan, the value assigned to IPR&D, as well as the projected costs to complete the IPR&D were as follows:

Acquired IPR&D	Fair Value ofIPR&D		Projected Costs toComplete IPR&D
	(In thousands)
DVB Chip	$	10,600	$	3,528
DVB Software		3,300		57
Totals	$	13,900	$	3,585

The Company recorded a charge of approximately $13.3 million representing IPR&D acquired in connection with the TrueSpan acquisition during the first quarter of 2006, which reflects the fair value of the IPR&D adjusted for the proportionate allocation of negative excess of the fair value of the net assets acquired over purchase consideration.

In connection with the TrueSpan acquisition, SiRF issued 214,931 restricted stock units, which are contingent upon the continued employment of the recipients, with the contingency being released over four years. SiRF also issued 53,791 restricted stock units, which are contingent upon the achievement of specified milestones and the continued employment of

the recipients over a period of two years. The fair value of the restricted stock units is approximately $10.0 million based upon the average SiRF stock price a few days before and after the acquisition announcement date on March 16, 2006 in accordance with EITF No. 99-12, Determination of the Measurement Date for the Market Price of Acquirer Securities Issued in a Purchase Business Combination. The fair value of the restricted stock units is being amortized as compensation expense on a straight-line basis over the service period. SiRF is also required to pay up to $3 million in additional cash, which is contingent upon the achievement of specified milestones and the continued employment of the recipients over a period of two years. The expense associated with this cash award is being amortized as compensation expense on a straight-line basis over the service period. SiRF included the results of operations of this transaction prospectively from the date of transaction closing.

Note 5. Stock-Based Compensation

OnSiRF ~~January 1,~~accounts ~~2006,~~for ~~SiRF~~its ~~adopted~~stock-based compensation in accordance with the provisions of SFAS No. 123R. ~~SFAS No. 123R establishes accounting for stock-based awards exchanged for employee services.~~ Accordingly, stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite service period.

The fair value of SiRF’s stock options and the ~~purchase rights under the Company’s 2004 Employee Stock~~ Purchase Plan, orrights ~~Purchase~~were ~~Plan, was~~ estimated using a Black-Scholes option pricing model. This model requires the input of highly subjective assumptions, along with certain policy elections in adopting and implementing SFAS No. 123R, including the options’ expected life and the price volatility of ~~the Company~~SiRF’s underlying ~~common~~ stock. Actual volatility, ~~actual~~expected lives, ~~and~~ interest rates and forfeitures may ~~differ~~be ~~from~~different ~~the~~than ~~Company~~SiRF’s assumptions, which would result in an actual value of the options being different than estimated. The fair value of stock-based awards is amortized over the requisite service period of the award using the straight-line attribution method for awards granted after the adoption of SFAS No. 123R., and SiRF continues to use the multiple option valuation approach for awards granted prior to the adoption of SFAS No. 123R.

Expected Term: SiRF’s expected term represents the period that SiRF’s stock options are expected to be outstanding ~~and was determined based on the accounting guidance provided within Staff Accounting Bulletin, or SAB No~~. ~~107.~~ ~~SAB~~The ~~No. 107 provides a simplified method for determining the~~ expected term offor ~~“plain~~option ~~vanilla”~~grants ~~options,~~and asfor ~~defined by SAB No. 107, under certain circumstances. As SiRF’s~~ options ~~are~~assumed ~~considered~~in ~~“plain~~connection ~~vanilla” and no awards have been issued~~ with ~~a market condition,~~ ~~SiRF~~acquisitions has elected to use this simplified method as it has limited historical exercise data or alternative information to reasonably estimate an expected term assumption. The simplified method assumes that all options will be exercised midway between the vesting date and the contractual term of the option. The simplified method as provided within SAB No. 107 is ~~only~~estimated allowed for the transition period through December 31, 2007. During the transition period, SiRF is in the process of evaluating its expected term assumption to consider among other things, historical exercise patterns, the contractual terms of the stock-based ~~awards,~~on ~~vesting~~a ~~schedules~~consideration ~~and expectations~~ of ~~future employee behavior. For options assumed in connection with our acquisition of Centrality~~, ~~SiRF determined the expected term of such options by considering~~ among other things, historical exercise patterns, ~~and~~ the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior.

Expected Volatility: SiRF utilized its own historical volatility in valuing its stock option grants and purchase rights under the Purchase Plan. SiRF also evaluated the historical and implied volatility of “guideline” companies selected based on similar industry and product focus whose share or option prices have been publicly traded for a longer period of time as a baseline volatility benchmark to evaluate the reasonableness of its volatility assumption. SiRF’s historical volatility was deemed to be reasonable based upon its benchmark reasonableness comparison.

Expected Dividend ~~Yield~~: SiRF has not issued any dividends, nor does it expect to issue dividends ~~in the near future~~; therefore, a dividend yield of zero was used.

Risk-Free Interest Rate: SiRF ~~bases~~based the risk-free interest rate used in the Black-Scholes option pricing model on ~~the~~ the implied yield currently available on United States Treasury zero-coupon issues with an equivalent expected term.

Estimated Pre-vesting Forfeitures: SFAS No. 123R requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. SiRF has considered historical termination behavior, as well as retention -related ~~incentives~~factors in its forfeiture estimation process. There is an inverse relationship between the forfeiture rate and the impact on stock-based compensation expense. Therefore, if the estimated forfeiture rate decreased, the amount of stock-based compensation expense will increase. SiRF based its forfeiture estimates on assumptions believed to be reasonable, but which are inherently uncertain. Should actual forfeitures differ significantly from current estimates, SiRF’s stock-based compensation expense will be impacted.

15Stock Option and Employee Stock Purchase Plans

The fair value of stock options, including options assumed in connection with our acquisition of Centrality, and new purchase rights under the Purchase Plan were estimated at the date of grant (or date of acquisition for options assumed) with the following weighted-average assumptions:

	Stock Options								Purchase Plan
	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,				Three Months EndedSeptember 30,		Nine Months EndedSeptember 30,
	2007		2006		2007		2006		2007	2006	2007		2006
Risk-free interest rate	4.5	%	4.9	%	4.6	%	4.9	%	—	—	4.9	%	5.0	%
Average expected term (in years)	3.16		4.58		3.66		4.90		—	—	1.25		1.25
Volatility	56	%	50	%	56	%	50	%	—	—	59	%	55	%
Dividend yield	—		—		—		—		—	—	—		—

The weighted average fair value of options granted with an exercise price equal to the fair value of common stock utilizing the Black-Scholes option pricing model during the third quarter of 2007 and 2006, was $14.64 and $12.41, respectively. The weighted average fair value of options granted, including options assumed in connection with acquisitions, with an exercise price equal to the fair value of common stock utilizing the Black-Scholes option pricing model during the first nine months of 2007 and 2006, was $13.86 and $15.75, respectively. No options were granted in the periods presented with exercise prices below the deemed fair value of common stock. For options assumed in connection with acquisitions, the fair value of the option is estimated at the date of acquisition.

The estimated fair value of purchase rights under the Purchase Plan is amortized over the individual accumulation periods comprising the offering period. There were no new purchase rights under the Purchase Plan valued during the third quarters of 2007 and 2006. The weighted average fair value of new purchase rights was $9.72 and $14.35 during the nine months ended September 30, 2007 and 2006, respectively.

Stock Option and Employee Stock Purchase Plan

1995 Stock Plan

In March 1995, SiRF adopted the 1995 Stock Plan, or the 1995 Plan, to provide incentive and non-statutory stock options to purchase shares of common stock to employees and independent contractors. Under the 1995 Plan, the exercise price for incentive stock options is at least 100% of the stock’s fair market value on the date of grant for employees owning 10% or less of the voting power of all classes of stock, and at least 110% of the fair market value on the date of grant for employees owning more than 10% of the voting power of all classes of stock. For non-statutory stock options, the exercise price is at least 110% of the fair market value on the date of grant for employees owning more than 10% of the voting power of all classes of stock and no less than 85% for employees owning 10% or less of the voting power of all classes of stock. The 1995 Plan was terminated upon the completion of SiRF’s initial public offering in April 2004 and the remaining 19,558 stock options not granted under the 1995 Plan were cancelled. No shares of ~~the Company~~SiRF’s common stock remain available for issuance under the 1995 Plan other than for satisfying exercises of stock options granted under this plan prior to its termination. As of ~~September~~ March 3028, ~~2007~~ 2009, no shares of common stock have been reserved for issuance under the 1995 Plan and options to purchase a total of 21,~~988~~512,~~540~~646 shares of common stock were outstanding.

Options generally vest over a period of four years, generally become exercisable beginning ~~nine~~six months from the date of employment or grant and expire ten years from the date of grant. Unvested common stock issued to employees, directors and consultants under stock purchase agreements is subject to repurchase at ~~the Company~~SiRF’s option upon termination of employment or services at the original purchase price. This right to repurchase expires ratably over the vesting period.

~~2004~~13 ~~Stock Incentive Plan~~

In March 2004, SiRF adopted the 2004 Stock Incentive Plan, or the 2004 Plan. Under the 2004 Plan, 5,000,000 shares of common stock were reserved for issuance upon the completion of the Company’s initial public offering on April 22, 2004. On January 1 of each year, starting in 2005, the aggregate number of shares reserved for issuance under the 2004 Plan increase automatically by the lesser of (i) 5,000,000 shares, (ii) 5% of the total number of shares of common stock outstanding at that time, or (iii) a number of shares determined by the Board of Directors. In accordance with this provision, for fiscal 2007, the Board of Directors elected to increase the number of shares reserved for issuance under the 2004 Plan by 2,614,194 shares. Forfeited options or awards generally become available for future awards. Under the 2004 Plan, the exercise price for incentive stock options is at least 100% of the stock’s fair market value on the date of grant for employees owning 10% or less of the voting power of all classes of stock, and generally not available to employees owning more than 10% of the voting power of all classes of common stock. For non-statutory stock options, the exercise price is no less than 85% of the stock’s fair market value on the date of grant.

~~Under the~~ 2004 ~~Plan,~~Stock ~~options~~Incentive generally expire between six and ten years from the date of grant. However, the term of the options may be limited to five years if the optionee owns stock representing more than 10% of the voting power of all classes of stock. Vesting periods for options and restricted stock units are determined by the Company’s Board of Directors and generally provide for shares to fully vest over a two to four year period. As of September 30, 2007, 5,665,208 options to purchase common stock and 1,804,504 unvested restricted stock units granted were outstanding and 4,082,295 options were available for issuance under the 2004 Plan.

In March 2004, SiRF adopted the 2004 Stock Incentive Plan, or the 2004 Plan. Under the 2004 Plan, 5,000,000 shares of common stock were reserved for issuance upon the completion of SiRF’s initial public offering on April 22, 2004. On January 1 of each year, starting in 2005, the aggregate number of shares reserved for issuance under the 2004 Plan increase automatically by the lesser of (i) 5,000,000 shares, (ii) 5% of the total number of shares of common stock outstanding on the last day of the immediately preceding year, or (iii) a number of shares determined by the Board of Directors. Forfeited options or awards generally become available for future awards. Under the 2004 Plan, the exercise price for incentive stock options is at least 100% of the stock’s fair market value on the date of grant for employees owning 10% or less of the voting power of all classes of stock, and generally not available to employees owning more than 10% of the voting power of all classes of common stock. For non-statutory stock options, the exercise price is no less than 85% of the stock’s fair market value on the date of grant.

Under the 2004 Plan, options generally expire between six and ten years after the date of grant. However, the term of the options may be limited to five years if the optionee owns stock representing more than 10% of the voting power of all classes of stock. Vesting periods for options and restricted stock units are determined by SiRF’s Board of Directors and generally provide for shares to vest over a two to four year period. As of March 28, 2009, 4,452,411 options to purchase common stock and 2,657,844 unvested restricted stock units granted were outstanding and 6,896,836 options were available for issuance under the 2004 Plan.

2004 Employee Stock Purchase Plan

In March 2004, SiRF adopted the Purchase Plan. Under the Purchase Plan, 1,000,000 shares were reserved for issuance upon ~~the Company~~SiRF’s completion of ~~the~~ its initial public offering. On January 1 of each year, starting in 2005, the number of shares reserved for issuance automatically ~~increase~~increases by the lesser of (i) 750,000 shares, (ii) 1.5% of issued and outstanding shares of common ~~stock~~ stock on the last day of the immediately preceding fiscal year, or (iii) a number of shares determined by the Board of Directors. ~~In accordance with this provision, for fiscal 2007, the Board of Directors elected to not increase the number of shares reserved for issuance under the Purchase Plan.~~ Eligible employees are allowed to have salary withholdings of up to 15% of cash compensation to purchase shares of common stock at a price equal to 85% of the lower of the fair market value of the stock on the first trading day of the offering period or the fair market value on the purchase date. ~~The initial offering period commenced on April 22, 2004, the effective date for the initial public offering of SiRF’s common stock.~~ There were ~~119,507~~no shares of common stock issued under the Purchase Plan during the ~~nine~~three months ended ~~September~~March 3028, ~~2007~~2009 and 1,~~731~~206,~~152~~676 shares were available for issuance under the Purchase Plan. As of ~~September~~March 3028, ~~2007~~2009, there was $21.6 2 million of total unrecognized compensation cost related to the Purchase Plan rights that is expected to be recognized over the remaining accumulation periods comprising the offering periods.

TrueSpan 2004 Stock Incentive Plan

In March 2006, in ~~conjunction~~connection with the acquisition of TrueSpan, SiRF assumed the existing TrueSpan 2004 Stock Incentive Plan, or the TrueSpan Plan. All unvested options granted under the TrueSpan Plan were assumed by SiRF as part of the acquisition. All contractual terms of the assumed options remain the same, except for the converted number of shares and exercise price based on an exchange ratio determined as part of the acquisition agreement. As of ~~September~~March 3028, ~~2007~~2009, no additional options can be granted under the TrueSpan Plan and options to purchase a total of 193,~~237~~695 shares of common stock were outstanding.

Centrality 1999 Stock Plan

In August ~~2006~~2007, in ~~conjunction~~connection with the acquisition of Centrality, SiRF assumed the existing Centrality 1999 Stock Plan, or the Centrality Plan. All unvested options granted under the Centrality Plan were assumed by SiRF as part of the acquisition. All contractual terms of the assumed options remain the same, except for the converted number of shares and exercise price based on an exchange ratio determined as part of the acquisition agreement. AsNo ~~of September 30, 2007, no~~ additional options can be granted under the Centrality Plan. ~~and~~As of March 28, 2009, options to purchase a total of 1650,~~700,429~~193 shares of common stock were outstanding.

Stock-Based Compensation Assumptions

The fair value of stock options were estimated at the date of grant (or date of acquisition for options assumed) with the following weighted-average assumptions:


	Stock Options
	Three Months Ended
	March 28, 2009		March 31, 2008
Risk-free interest rate	1.6	%	2.6	%
Average expected term (in years)	3.8		3.8
Volatility	92	%	70	%
Dividend yield	—		—

The weighted average fair value of options granted with an exercise price equal to the fair value of common stock utilizing the Black-Scholes option pricing model during the three months ended March 28, 2009 and March 31, 2008, was $1.78 and $8.11, respectively. No options were granted in the periods presented with exercise prices below the deemed fair value of common stock (i.e., stock price on the date of grant). For options assumed in connection with acquisitions, the fair value of the option is estimated at the date of acquisition.

Outstanding Stock Options and Restricted Stock Units

A summary of stock option activity during the ~~nine~~three months ended ~~September~~March 3028, ~~2007~~2009 is presented below:

Stock Options	Shares		WeightedAverageExercisePrice
Options	Shares		WeightedAverageExercisePrice
Outstanding at December 31, 2006	8,404,868		$	14.74
Options outstanding, December 27, 2008	7,350,026		$	14.52
Granted	1121,~~693,159~~700		$	231.1880
Assumed in connection with Centrality acquisition	2,097,310		$	2.33
Exercised	(216,796	)	$	0.70
Exercised	(1,401,305	)	$	5.35
Forfeited/Expired	(635,985	)	$	13.57
Forfeited/Expired	(420,618	)	$	26.96
Options outstanding, March 28, 2009	6,618,945		$	14.84
Outstanding at September 30, 2007	10,373,414		$	14.38

As of ~~September~~March 3028, ~~2007~~2009, there was approximately $5315.58 million of total unrecognized compensation cost related to unvested stock options granted and outstanding with a weighted average remaining vesting period of 2.1.8 years. Net cash proceeds from the exercise of stock options were approximately $70.52 million and $80.56 million for the ~~first~~three ~~nine~~ months ofended ~~2007~~March 28, 2009 and ~~2006~~March 31, 2008, respectively. The aggregate intrinsic value of options exercised during the ~~nine~~three months ofended ~~2007~~March 28, 2009, based on the aggregate weighted average exercise price ~~and SiRF’s closing stock price of $21.35 as of September 28, 2007,~~ was approximately $220.42 million.

1715

A summary of restricted stock unit activity during the ~~nine~~three months ended ~~September~~March 3028, ~~2007~~2009 is presented below:

Unvested Restricted Stock Units	Shares		WeightedAverageGrant- DateFair Value
Unvested at December 31, 2006	791,897		$	31.00
Unvested, December 27, 2008	2,979,172		$	11.01
Granted	1101,~~225,335~~300		$	221.6276
Vested	(~~152~~48,~~592~~522	)	$	3227.7396
Forfeited	(60374,~~136~~106	)	$	2712.9935
Unvested at September 30, 2007	1,804,504		$	25.27
Unvested, March 28, 2009	2,657,844		$	8.90

The fair value of ~~the Company~~SiRF’s restricted stock units is calculated based upon the fair ~~market~~ market value of ~~the Company~~SiRF’s stock at the date of grant ~~or as determined under EITF No~~. ~~99-12~~ ~~for our acquisition-related restricted stock units.~~ As of ~~September~~March 3028, ~~2007~~2009, there was $3213.12 million of total unrecognized compensation cost related to unvested restricted stock units granted, which is expected to be recognized over a weighted average period of 21.~~4 years. During the nine months ended September 30, 2007, the weighted average grant date fair value of restricted stock units that vested was $5.~~0 ~~million~~year. The weighted average grant date fair value of restricted stock units that vested during the ~~nine~~three months ended ~~September~~March 3028, ~~2006~~2009 and March 31, 2008 was $1.14 million and $2.2 million, respectively.

~~Options~~Note ~~Granted~~6. toRestructuring ~~Non-employees~~

~~The~~On ~~Company~~March 21, ~~grants~~2008, ~~options~~SiRF approved toa ~~non-employees~~corporate ~~for~~restructuring ~~consulting~~plan, ~~services~~or ~~performed.~~the ~~SiRF~~Plan, ~~accounts~~in ~~for~~response ~~equity~~to ~~instruments~~continuing ~~issued~~economic touncertainties ~~non-employees~~with inthe ~~accordance~~intent ~~with~~to ~~SFAS~~improve ~~No. 123R~~its ~~and~~operating ~~EITF~~cost Nostructure. ~~96-18~~ As part of the Plan, ~~Accounting~~SiRF ~~for~~has ~~Equity~~reduced ~~Instruments~~its workforce through a combination of immediate ~~That~~lay-offs, ~~Are~~elimination ~~Issued~~of tonon-essential ~~Other~~positions ~~Than~~and ~~Employees~~attrition. ~~for~~Also, ~~Acquiring~~as part of the Plan, orSiRF inclosed ~~Conjunction~~its ~~with~~South ~~Selling~~San Francisco, ~~Goods~~California, oroffice ~~Services~~on June 1, 2008. ~~Under~~SiRF ~~EITF~~also Nostopped further product developments in the mobile TV space. On July ~~96-18~~24, 2008, SiRF approved an additional restructuring plan that was limited to reductions in force and ~~SFAS~~reprioritizing Noof certain engineering projects. Most recently, on December ~~123R~~4, ~~compensation~~2008, ~~expense~~SiRF ~~for~~approved ~~non-employee~~an ~~stock~~additional ~~options~~corporate iscost reduction ~~calculated~~and ~~using~~restructuring ~~the~~plan ~~Black-Scholes option~~that ~~pricing~~included ~~model~~further ~~and~~reductions isin ~~recorded~~force aswhich ~~the~~by ~~shares~~mid-2009 ~~underlying~~will ~~the~~reduce ~~options~~SiRF’s ~~are~~current ~~earned.~~workforce ~~The~~by ~~unvested~~25% ~~shares~~when ~~underlying~~combined with the ~~options~~spin-off ~~are~~of ~~subject~~its toformer ~~periodic~~wholly-owned ~~revaluation~~subsidiary, ~~over~~Kisel Microelectronics, A.B. The Plan also included the ~~remaining~~planned ~~vesting~~closure ~~period~~of its Bangalore, India office, as ~~these~~well ~~options~~as ~~have~~the ~~similar~~discontinuance ~~characteristics~~of ~~to the~~product ~~Company’s~~development ~~employee~~efforts ~~options~~in Bluetooth technology. ~~SiRF~~These ~~recognizes~~combined ~~the~~restructuring ~~compensation~~activities ~~expense~~have resulted in charges related to severance for terminated ~~non~~employees and other exit-~~employee~~related ~~options~~costs arising from contractual and ~~awards~~other onobligations, anincluding ~~accelerated~~leased ~~basis~~facilities inand ~~accordance~~impairment ~~with~~of ~~FIN~~long-lived Noassets. Related to these combined restructuring activities, as of March 28, ~~Accounting~~2009, ~~for~~SiRF incurred ~~Stock~~cumulative ~~Appreciation~~total ~~Rights~~pre-tax ~~and~~restructuring ~~Other~~charges ~~Variable~~of ~~Stock~~$4.0 ~~Option or~~million, ~~Award~~of ~~Plans~~which $1.8 ~~The~~million ~~initial~~were ~~vesting~~cash ~~period~~expenditures ~~for~~related ~~these~~to ~~options~~employee ~~ranged~~severance ~~from~~and ~~immediate~~benefits ~~vesting~~arrangements and facilities, and the remaining $2.2 million were non-cash expenditures related to ~~vesting~~asset ~~over~~impairments. ~~four~~The ~~years~~restructuring ~~and~~charges are reported in the ~~option~~condensed ~~exercise~~consolidated ~~period~~statement ~~ranges~~of ~~from~~operations ~~seven~~under tooperating ~~ten~~expenses, ~~years~~“Restructuring and asset impairment charges.”

~~Common~~16 ~~Stock Subject to Repurchase~~

During 2005, shares of common stock subject to a repurchase right were issued in connection with the Kisel acquisition and are contingent upon the continued employment of the recipients. As of September 30, 2007, the Company had 390,639 contingent shares of common stock outstanding and $1.3 million of unrecognized compensation cost related to these contingent shares, which is expected to be recognized over a weighted average period of 1.6 years.

Additionally, SiRF permits certain employees to exercise their unvested common stock options covered by their option agreements and has the right to repurchase the unvested shares from the employee at the original sale price. No other shares of common stock were subject to a repurchase right at September 30, 2007.

Performance Share Awards

During the fourth quarter of 2006, the Company entered into a Performance Share Award Agreement with the Company’s CEO. This award provides the CEO with the opportunity to earn shares of SiRF common stock, the number of which shall be determined pursuant to, and subject to the attainment of performance goals. The performance goals are determined based on the Company’s cumulative revenue growth and cumulative operating income margin over a two year period. The number of shares to be earned by the CEO ranges from zero to a maximum of 150,000 shares, with the target being 50,000 shares, depending on the extent to which the performance goals are met. The Company will withhold shares of common stock that otherwise would be issued to the CEO when the award is settled to satisfy the tax withholding obligation, but not in excess of the amount of shares necessary to satisfy the minimum withholding amount.

During the second quarter of 2007, the Company entered into additional Performance Share Award Agreements with certain Company executives. These awards provide the executives with the opportunity to earn shares of SiRF common stock, with the targets for each executive ranging from 10,000 to 50,000 shares, depending on the extent to which the

~~performance goals are met.~~ The ~~Company~~following ~~will~~table ~~withhold~~provides ~~shares~~a summary of ~~common stock that otherwise would be issued to these executives when~~ the ~~award~~activities isfor ~~settled to satisfy~~ the ~~tax~~three ~~withholding~~months ~~obligation~~ended March 28, ~~but~~2009 related ~~not in excess of the amount of shares necessary~~ to ~~satisfy~~SiRF’s ~~the~~restructuring ~~minimum~~activities: ~~withholding amount.~~

Following completion of the audited financial statements for the period of January 1, 2007 through December 31, 2007 and for the period of January 1, 2008 through December 31, 2008, or Performance Period, at a meeting of the Compensation Committee of the Board of Directors, which shall in no event be later than two and one-half months after the end of the Performance Period, the Committee will certify whether and to the extent the performance goals have been met and will direct the Company to issue the corresponding number of shares of common stock. The executives’ eligibility to receive issued shares of common stock is conditioned on their continuous employment with the Company through the end of the Performance Period.


	Employee Severance and Benefits			Asset Impairments		Facility and Other			Total
	(In thousands)
Restructuring balance, December 27, 2008	$	418		$	—	$	—		$	418
Charged to costs and expenses		503			—		185			688
Non-cash items		—			—		(185	)		(185	)
Cash payments		(679	)		—		—			(679	)

Restructuring balance, March 28, 2009	$	242		$	—	$	—		$	242

AsSiRF ofexpects ~~September 30, 2007,~~ the ~~Company~~December ~~had~~restructuring ~~$2.1~~activities ~~million of unrecognized compensation cost related~~ to ~~the above mentioned Performance Share Award Agreements, which is expected to~~ be ~~recognized~~substantially oncompleted aby ~~straight-line basis over a weighted average period of 1.25 years. To~~ the ~~extent~~second quarter ~~the anticipated number~~ of ~~shares~~fiscal toyear ~~be earned changes~~2009, ~~the~~with ~~corresponding compensation~~additional ~~cost~~cash ~~will~~expenditures beof ~~prospectively~~less ~~adjusted~~than ~~accordingly~~$0.5 Inmillion ~~the~~related ~~third quarter of 2007, the Company adjusted the compensation cost downward as the anticipated number of shares expected~~ to beemployee ~~earned~~severance ~~decreased,~~and ~~resulting~~benefit inarrangements aand ~~decrease~~facilities in ~~unrecognized~~ ~~compensation~~such ~~expense of $0~~quarter.9 ~~million.~~

Note 67. Inventories

Inventories consist of the following:

	September 30, 2007		December 31, 2006
	March 28, 2009		December 27, 2008
	(In thousands)
Raw materials/Work-in-process	$	6,708	$	4,024
Work-in-process	$	4,152	$	6,451
Finished goods		178,~~474~~528		129,~~448~~921
Total inventories	$	24,182	$	16,472
Total	$	12,680	$	16,372

~~The~~Note ~~balance as of September 30, 2007 includes inventory acquired as part of the Company’s acquisition of Centrality on August 6, 2007~~8. ~~Refer~~Segment toand ~~Note~~Geographical 4,Information ~~Acquisitions, for further information.~~

~~The~~SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, establishes standards for the reporting by business ~~comparative~~enterprises ~~inventory~~of information asabout ofoperating ~~December 31~~segments, ~~2006~~products and services, ~~presented~~geographic ~~above~~areas, ~~reflects~~and amajor ~~reclassification~~customers. ofThe ~~approximately~~standard ~~$1.9~~for ~~million~~determining ~~previously~~what ~~reported~~information asto ~~finished~~report ~~goods~~is based on available financial information that is regularly reviewed and used by SiRF’s chief operating decision maker in ~~the~~evaluating ~~Company~~SiRF’s ~~December 31,~~financial ~~2006~~performance ~~Form 10~~and resource allocation. SiRF’s chief operating decision-Kmaker is considered to ~~raw~~be the CEO. Based on the criteria stated in SFAS No. 131 for ~~materials~~determining separately reportable operating segments and the financial information available to and reviewed by the CEO, SiRF has determined that it operates as a single operating and reportable segment.

~~Note~~17 ~~7. Segment and Geographical Information~~

SFASTable No. 131, Disclosures about Segments of an Enterprise and Related Information, establishes standards for the reporting by business enterprises of information about operating segments, products and services, geographic areas, and major customers. The standard for determining what information to report is based on available financial information that is regularly reviewed and used by SiRF’s chief operating decision maker in evaluating the Company’s financial performance and resource allocation. SiRF’s chief operating decision-maker is considered to be the CEO. Based on the criteria stated in SFAS No. 131 for determining separately reportable operating segments and the financial information available to and reviewed by the CEO, the Company has determined that it operates as a single operating and reportable segment. Contents

Geographic Information

The following table summarizes net revenue by geographic region:

	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	Three Months Ended
	2007		2006		2007		2006
	March 28, 2009		March 31, 2008
	(In thousands)
Net revenue:
United States	$	810,~~618~~382	$	810,~~806~~196	$	~~34,070~~	$	~~28,818~~
Export sales from the United States:
International:
Taiwan		53,179		42,765		126,131		106,718
Asia-Pacific		17,232		41,169
China		12,662		2,348		22,692		3,841
Europe		2,671		8,400
Singapore		531		3,386		7,895		15,630
Mexico		3,329		—
Other		~~16,171~~634		62,~~370~~211		~~38,238~~		~~18,518~~
Total net revenue	$	9134,~~161~~248	$	6361,~~675~~976	$	~~229,026~~	$	~~173,525~~

During the three months ended March 28, 2009, Mexico, Taiwan, China and United States accounted for 10%, 14%, 28% and 30% of net revenue, respectively. During the three months ended March 31, 2008, the United States and Taiwan accounted for 16% and 45% of net revenue, respectively. No other country accounted for more than 10% of SiRF’s consolidated net revenue during the three months ended March 28, 2009 and March 31, 2008.

SiRF determines geographic location of its revenue based upon the destination of shipment for all original equipment manufacturers and value-added customers, and based upon distributor location for all its distributor customers.

SiRF derives a substantial majority of its net revenue from sales to the automotive, mobile phone and consumer device markets.

The following table summarizes long-lived assets by geographic region:


	March 28, 2009		December 27, 2008
	(In thousands)
Long-lived assets:
United States	$	10,665	$	11,325
International:
China		1,357		1,329
India		505		822
Other		225		161

Total long-lived assets	$	12,752	$	13,637

Long-lived assets include fixed assets and are reported based on the location of the asset and excludes identified intangible assets, which are not allocated to specific geographic locations as it is impracticable to do so.

Note 9. Customer Concentration

As of March 28, 2009, four customers accounted for 17%, 11%, 10% and 10% of net accounts receivable. As of December 27, 2008, three customers accounted for 18%, 14% and 11% of net accounts receivable.

During the three months ended March 28, 2009, three customers accounted for 14%, 11% and 11% of net revenue. During the three months ended March 31, 2008, three customers accounted for 22%, 17% and 10% of net revenue.

Note 10. Identified Intangible Assets

Identified intangible assets at March 28, 2009, consist of the following:


	Gross		Accumulated Amortization			Net
	(In thousands)
Acquisition-related developed and core technology	$	38,328	$	(26,712	)	$	11,616
Acquisition-related patents		2,000		(590	)		1,410
Acquisition-related trade names		4,100		(1,952	)		2,148
Acquisition-related non-compete agreements		4,240		(3,533	)		707

Total acquisition-related intangible assets		48,668		(32,787	)		15,881
Intellectual property assets		5,528		(3,215	)		2,313

Total identified intangible assets	$	54,196	$	(36,002	)	$	18,194

Identified intangible assets at December 27, 2008, consist of the following:


	Gross		Accumulated Amortization			Net
	(In thousands)
Acquisition-related developed and core technology	$	38,328	$	(24,563	)	$	13,765
Acquisition-related patents		2,000		(551	)		1,449
Acquisition-related trade names		4,100		(1,660	)		2,440
Acquisition-related non-compete agreements		4,240		(3,003	)		1,237

Total acquisition-related intangible assets		48,668		(29,777	)		18,891
Intellectual property assets		4,988		(2,277	)		2,711

Total identified intangible assets	$	53,656	$	(32,054	)	$	21,602

Amortization expense of acquisition-related intangible assets was $3.0 million and $6.2 million for the three months ended March 28, 2009 and March 31, 2008, respectively. Amortization of intellectual property assets was $0.5 million and $0.4 million for the three months ended March 28, 2009 and March 31, 2008, respectively, and was included in research and development expense. For the three months ended March 28, 2009, SiRF wrote off $0.5 million of intellectual property assets included in accumulated amortization as the intellectual property assets have no future benefit or alternative use as a result of a reallocation of resources amongst existing research and development projects. There were no write-offs of intangible assets for the three months ended March 31, 2008.

Estimated future amortization expense related to identified intangible assets at March 28, 2009 is as follows:


Fiscal Year Ending	Amount
	(In thousands)
2009 (9 months remaining)		9,039
2010		7,114
2011		1,051
2012		158
2013		154
Thereafter		678

Total	$	18,194

~~The~~Note ~~Company~~11. ~~determines~~Deferred ~~geographic~~Margin ~~location~~on ofShipments ~~its~~to ~~revenue~~Distributors ~~based upon the destination of shipment for all original equipment manufacturers and value-added customers, and based upon distributor location for all its distributor customers.~~

~~The Company~~Revenue ~~derives~~on ashipments ~~substantial~~made ~~majority of its net revenue from sales~~ to ~~the~~distributors ~~automotive,~~under ~~mobile~~agreements ~~phone~~allowing ~~and~~right ~~consumer device markets. The Company believes that over 90%~~ of ~~its~~return ~~net revenue during the third quarter~~ and ~~first~~price ~~nine~~protection ~~months~~is ofdeferred ~~2007~~until ~~and 2006 was attributable to products that were eventually incorporated into~~ the ~~automotive,~~distributors ~~mobile~~sell ~~phone and consumer device markets~~the merchandise. ~~The~~Deferred ~~comparative net~~ revenue byunder ~~geographic~~these ~~region~~agreements ~~information for the three~~ and ~~nine~~deferred ~~months~~cost ~~ended~~of ~~September 30,~~sales ~~2006, presented~~related ~~above, reflects reclassifications between various countries for discount and credits~~ to ~~end~~inventories ~~customers~~held ~~associated~~by ~~with~~distributors, ~~distributor~~are ~~sales.~~as follows:

Note 8. Customer Concentration


	March 28, 2009			December 27, 2008
	(In thousands)
Deferred distributor revenue	$	3,424		$	2,905
Less: Inventory held at distributors		(1,493	)		(1,191	)

Deferred margin on shipments to distributors	$	1,931		$	1,714

~~The~~Note ~~following~~12. ~~table~~Comprehensive ~~summarizes~~Loss net revenue as a percentage of total net revenue and accounts receivable as a percentage of net accounts receivable for customers that accounted for 10% or more of net revenue or net accounts receivable:

					Net Revenue
	Net Accounts Receivable				Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	September 30, 2007		December 31, 2006		2007		2006		2007		2006
Customer
A	34	%	40	%	35	%	50	%	34	%	44	%
B	5	%	12	%	10	%	9	%	13	%	10	%
C	12	%	—		14	%	12	%	12	%	12	%
D	3	%	11	%	2	%	1	%	4	%	5	%

The components of comprehensive loss, net of tax, are as follows:

Note 9. Goodwill and Identified Intangible Assets


	Three Months Ended
	March 28, 2009			March 31, 2008
	(In thousands)
Net loss	$	(16,938	)	$	(28,085	)
Other comprehensive gain (loss):
Change in unrealized gain (loss) on available-for-sale securities		(10	)		(12	)

Total comprehensive loss	$	(16,948	)	$	(28,097	)

~~The~~Note ~~following~~13. ~~table~~Gain ~~summarizes~~on ~~the~~Note ~~activity~~Receivable ofPreviously ~~the~~Impaired ~~Company’s goodwill during the nine months ended September 30, 2007:~~

	Nine Months Ended September 30, 2007
	(In thousands)
Balance, beginning of period	$	55,967
Goodwill related to Centrality acquisition (a)		155,587
Goodwill related to Kisel acquisition (b)		1,847
Balance, end of period	$	213,401

On January 24, 2008, SiRF entered into a loan and security agreement whereby SiRF agreed to make advances totaling $13.5 million to a potential acquisition target in connection with SiRF’s proposal to acquire all outstanding shares of that entity. The loan agreement was collateralized by a security interest in all of the noteholder’s current and subsequently acquired assets, including without limitation all accounts, documents, equipment, general intangibles, goods, fixtures, instruments, inventory, financial assets and money. SiRF also entered into a Form of Intellectual Property Security Agreement whereby SiRF obtained a security interest in all of the target entity’s rights, title and interest in its intellectual property, including without limitation copyrights, patents and trademarks. The entire outstanding principal balance of the advances bore interest at a fixed rate of 5.0% per annum and was payable on July 24, 2009, or at an earlier date, if the noteholder was acquired by a party other than SiRF pursuant to the terms of the agreement. Subsequent to executing this agreement, SiRF decided not to proceed with the acquisition. In the second quarter of 2008, SiRF determined it was no longer probable that the principal under the note receivable was fully recoverable based on information received related to the business prospects of the noteholder. SiRF performed an impairment analysis of the fair value of the note receivable and, as a result of that analysis, recorded an impairment charge of $11.8 million in fiscal 2008. In February 2009, SiRF settled the note receivable and entered into a contingent loan assignment and assumption agreement with the borrower and a third party for the assignment by SiRF of the note receivable. Under the terms of the loan assignment and assumption agreement, SiRF received $9.0 million, plus accrued interest from January 31, 2009, as payment in full under the contingent loan assignment and assumption agreement. The gain on the note receivable previously impaired is $7.3 million which represents the proceeds received in excess of the carrying value of $1.7 million and is classified as non-operating income in the condensed consolidated statement of operations.

~~(a)~~Note ~~Amount represents goodwill recorded in connection with the Company’s acquisition of Centrality of $158~~14.3 ~~million,~~Short-Term ~~offset~~Credit byFacility ~~$2.7 million of adjustments to goodwill related to subsequent exercises of assumed options that were vested at the time of acquisition.~~

~~(b)~~Prior ~~Amount~~to ~~represents~~March ~~contingent~~2009, ~~cash~~the ~~payments~~Company ~~paid~~had maintained a short-term revolving line of credit under which it could borrow up to ~~certain~~$5.0 ~~former~~million, ~~Kisel~~including ~~shareholders~~$5.0 million in the form of letters of credit, with an interest rate equal to the prime rate plus 1.25%. The line of credit expired in March 2009.

~~Identified~~Note ~~intangible~~15. ~~assets~~Related atParty ~~September 30,~~Transactions ~~2007, consists of the following:~~

	Gross		AccumulatedAmortization			Net
	(In thousands)
Acquisition-related developed and core technology	$	64,569	$	(21,687	)	$	42,882
Acquisition-related customer relationships		45,310		(10,030	)		35,280
Acquisition-related assembled workforce		1,479		(882	)		597
Acquisition-related patents		2,000		(359	)		1,641
Acquisition-related trade names		4,100		(195	)		3,905
Acquisition-related non-compete agreements		4,240		(353	)		3,887
Total acquisition-related intangible assets		121,698		(33,506	)		88,192
Intellectual property assets		1,788		(1,278	)		510
Total identified intangible assets	$	123,486	$	(34,784	)	$	88,702

On November 24, 2008, SiRF entered into a share purchase agreement whereby it sold 85% of its holdings in Kisel. During the first quarter ended March 28, 2009, Kisel provided certain engineering services to SiRF valued at approximately $0.5 million.

~~Identified~~Note ~~intangible~~16. ~~assets~~Commitments atand ~~December 31,~~Contingencies ~~2006, consist of the following:~~

	Gross		AccumulatedAmortization			Net
	(In thousands)
Acquisition-related developed and core technology	$	23,699	$	(17,697	)	$	6,002
Acquisition-related customer relationships		18,510		(8,254	)		10,256
Acquisition-related assembled workforce		1,479		(703	)		776
Acquisition-related patents		2,000		(243	)		1,757
Total acquisition-related intangible assets		45,688		(26,897	)		18,791
Intellectual property assets		1,388		(499	)		889
Total identified intangible assets	$	47,076	$	(27,396	)	$	19,680

SiRF may be subject to claims, legal actions and complaints, including patent infringement, arising in the normal course of business. The likelihood and ultimate outcome of such an occurrence is not presently determinable; however, there can be no assurance that SiRF will not become involved in protracted litigation regarding alleged infringement of third party intellectual property rights or litigation to assert and protect patents or other intellectual property rights of SiRF’s subsidiary SiRF Technology, Inc. Any litigation relating to patent infringement or other intellectual property matters could result in substantial cost and diversion of SiRF’s resources that could materially and adversely affect its business and operating results.

~~Amortization~~From ~~expense~~time to time, SiRF enters into types of ~~acquisition-related~~contracts ~~intangible~~that ~~assets~~contingently ~~was~~require ~~$4.5~~it ~~million~~to ~~and~~indemnify $1parties against third party claims.4 ~~million for~~These ~~the~~contracts ~~three~~primarily ~~months~~relate ~~ended~~to: ~~September~~(i) 30real estate leases, ~~2007~~under which SiRF may be required to indemnify property owners for environmental and ~~2006,~~other ~~respectively~~liabilities, and ~~$6.6~~other ~~million~~claims ~~and~~arising ~~$4.1~~from ~~million~~use ~~for~~of the ~~nine~~applicable ~~months~~premises; ~~ended September~~(ii) 30agreements with SiRF’s officers, ~~2007~~directors and ~~2006~~employees, ~~respectively.~~under ~~Amortization~~which SiRF may be required to indemnify such persons from liabilities arising out of ~~intellectual~~their ~~property~~employment ~~assets~~relationship; ~~was~~and ~~$0.1~~(iii) agreements ~~million~~with customers to purchase chip sets and to license SiRF’s IP core technology or embedded software, under which SiRF may indemnify customers for intellectual property $0infringement claims, product liability claims or recall campaign claims related specifically to SiRF’s products.2 ~~million~~As for ~~the~~indemnifications ~~three~~related ~~months~~to ~~ended~~intellectual ~~September 30~~property, ~~2007~~these ~~and~~guarantees ~~2006,~~generally ~~respectively,~~require SiRF to compensate the other party for certain damages and $0costs incurred as a result of third party intellectual property claims alleged against SiRF’s products.4 ~~million~~Indemnifications ~~and~~related $0to product liability claims generally require SiRF to compensate the other party for damages stemming from use of SiRF’s products.5 ~~million~~Indemnifications related to recall campaigns generally require SiRF to compensate the other party for costs related to the ~~nine~~repair ~~months~~or ~~ended~~replacement ~~September 30,~~of ~~2007~~defective ~~and~~products. ~~2006~~The nature of the intellectual property indemnification, ~~respectively~~the product liability indemnification, and ~~was~~the ~~included~~recall incampaign ~~research~~indemnification prevents SiRF from making a reasonable estimate of the maximum potential amount it could be required to pay to its customers and ~~development~~suppliers ~~expense.~~in ~~The~~the ~~weighted~~event ~~average~~it ~~estimated~~is ~~useful~~required ~~life~~to ~~for~~meet ~~developed~~its ~~and~~contractual ~~core~~obligations. ~~technology~~Historically, ~~customer~~SiRF ~~relationships,~~has ~~assembled~~not ~~workforce,~~made ~~patents,~~any ~~trade~~significant ~~names,~~indemnification ~~non-compete~~payments under such agreements and ~~intellectual~~no ~~property~~amount ~~assets~~has ~~were~~been ~~3.5,~~accrued ~~7.2,~~in ~~4.0,~~the ~~13.0,~~accompanying ~~3.5,~~consolidated 2financial statements with respect to these indemnification obligations.0 SiRF can provide no assurance as to the impact of the litigation on its customers and 2it may be subject to indemnification claims in the future.5 To date, SiRF has not received any claims for ~~years~~indemnification with respect to the ITC Final Determination (as defined below). However, ~~respectively~~SiRF has covered the litigation expenses related to the ITC investigation.

~~During~~On ~~the~~December 15, ~~three~~2006, ~~months~~SiRF ~~ended~~Technology, ~~September 30~~Inc., ~~2007~~filed a patent infringement complaint against Global Locate, Inc. and ~~2006~~its United States distributor, SBCG, Inc. d/b/a Innovation Sales Southern California, in the United ~~Company~~States ~~recorded~~District aCourt ~~non-cash~~for ~~impairment~~the ~~charge~~Central District of ~~approximately~~ $0California.4 ~~million~~The complaint alleges infringement by Global Locate and $0SBCG of four patents assigned to SiRF Technology, Inc.3 ~~million~~and seeks both monetary damages and an injunction to prevent further infringement. On January 8, ~~respectively~~2007, ~~reflected~~Global inLocate ~~research~~answered the aforementioned complaint and ~~development~~filed ~~expense~~counterclaims alleging infringement by SiRF Technology, ~~related~~Inc. of four patents and seeking monetary damages and an injunction to ~~intellectual~~prevent ~~property~~further alleged ~~assets~~infringement. ~~that~~On ~~have~~January 30, no2007, ~~future~~Global ~~benefit~~Locate orfiled ~~alternative~~an ~~uses~~amended asanswer awith ~~result~~additional counterclaims alleging violations by SiRF Technology, Inc. of athe ~~reallocation~~Sherman Antitrust Act and of ~~resources~~the ~~among~~California Business and Professions Code. On ~~existing~~October 3, ~~research~~2007, the District Court stayed both parties’ claims and ~~development~~counterclaims ~~projects~~in their entirety pending resolution of the two ITC investigations described below.

~~Estimated~~Furthermore, ~~future~~on ~~amortization~~February 8, ~~expense~~2007, ~~related~~SiRF toTechnology, ~~identified~~Inc. ~~intangible~~filed ~~assets~~a atcomplaint under Section 337 of the Tariff Act of 1930, as amended, in the ITC, ~~September~~requesting that the ITC commence an investigation into the unlawful sale for importation into the United States, importation into the United States, and/or sale within the United States after importation, of certain GPS chips or chip sets, associated software, and systems made for or by or sold by or for Global Locate, and products containing the same. As a result, on March 308, 2007, isthe ITC instituted an action entitled “In the Matter of Certain GPS Chips, Associated Software and Systems, and Products Containing Same,” ITC Investigation No. 337-TA-596. During the third quarter of 2007, Global Locate was acquired by Broadcom Corporation. Broadcom subsequently was added as ~~follows:~~an additional respondent to the investigation. A hearing was held from March 13, 2008 through March 19, 2008, and the Administrative Law Judge’s, or ALJ’s, Final Initial and Recommended Determination, or ID, was filed June 13, 2008. The ID upheld the validity of SiRF’s U.S. Patent No. 6,304,216, but found Broadcom did not infringe the patent. The ID further found SiRF’s U.S. Patent No. 7,043,363 invalid and not infringed. On June 27, 2008, the parties submitted to

	Amount
Fiscal Year Ending:	(In thousands)
2007 (remaining 3 months)	$	6,313
2008		25,039
2009		22,714
2010		15,878
2011		6,403
Thereafter		12,355
Total	$	88,702

~~Note~~ the 10ITC Petitions for Review of the ID. ~~Deferred~~On ~~Margin~~August 14, on2008, ~~Shipments~~a Notice of Commission Decision Not to ~~Distributors~~Review a Final Determination Finding No Violation of Section 337 was issued, whereby the ITC determined not to review the ID. On October 13, 2008, SiRF Technology, Inc. filed a Notice of Appeal with the United States Court of Appeals for the Federal Circuit, appealing the ITC’s decision and all underlying orders, rulings, and findings, including the ID. On March 24, 2009, SiRF Technology filed an uncontested request to withdraw the appeal, and, on March 25, 2009, the Federal Circuit granted SiRF Technology’s request and ordered the appeal withdrawn.

~~Revenue~~Also, on ~~shipments~~April 2, ~~made~~2007, toGlobal ~~distributors~~Locate filed a complaint under ~~agreements~~Section 337, ~~allowing~~requesting ~~right~~that the ITC commence an investigation, or the Investigation, of ~~return~~certain GPS devices and ~~price~~products ~~protection~~made isfor, ~~deferred~~by, ~~until~~or sold by or for SiRF Technology, Inc. and the ~~distributors~~customers ~~sell~~named in the investigation, E-TEN Information Systems Co., Ltd., Mio Technology Ltd, USA, ~~merchandise~~MiTAC International Corp. ~~Deferred~~and ~~revenue~~Pharos ~~under~~Science & ~~these~~Applications, ~~agreements~~Inc., or the Named Respondents. As a result, on May 7, 2007, the ITC instituted an action titled “In the Matter of Certain GPS Devices and ~~deferred~~Products ~~cost~~Containing Same,” ITC Investigation No. 337-TA-602. Upon its acquisition of ~~sales~~Global ~~related~~Locate, Broadcom was subsequently added as an additional complainant to ~~inventories~~the ~~held~~Investigation. byThe ~~distributors~~ITC hearing commenced on April 28, ~~are~~2008 asand ~~follows:~~ended on May 13, 2008.

	September 30, 2007			December 31, 2006
	(In thousands)
Deferred distributor revenue	$	7,599		$	2,019
Less: inventory held at distributors		(2,995	)		(763	)
Deferred margin on shipments to distributors	$	4,604		$	1,256

On August 8, 2008, the ALJ issued a Notice regarding the Initial Determination in this matter. This Notice contained determinations that all six of the asserted Broadcom patents (1) had an existing domestic industry, (2) were valid, and (3) were infringed by certain of SiRF Technology, Inc.’s products. On August 22, 2008, the ALJ issued a Recommended Determination on Remedy and Bonding in this matter, which recommended to the ITC that, if a violation of Section 337 has occurred (1) those of SiRF Technology, Inc.’s products that are accused products in the Investigation, if found to infringe a patent at issue in the Investigation, should be excluded from the United States, (2) a limited exclusion order should be issued prohibiting the importation into the United States of products containing any of such SiRF Technology, Inc.’s products (i.e., “downstream” products) that may be found to infringe, and (3) Cease and Desist Orders should be issued prohibiting SiRF Technology, Inc. and the domestic Named Respondents from importing or selling in the United States those of SiRF Technology, Inc.’s products that may be found to infringe any asserted patent. On August 25, 2008, SiRF Technology, Inc. filed a Petition to Review the Initial Determination with the ITC. In addition to SiRF Technology Inc.’s Petition, the ITC’s Office of Unfair Import Investigations also independently filed a Petition for Review of the Initial Determination.

~~Note~~On 11October 9, 2008, the ITC issued a Notice indicating that it had determined to review in part the Initial Determination. ~~Comprehensive~~Specifically, ~~Income~~the ITC determined to review (~~Loss~~1) the ALJ’s finding that Global Locate has standing to assert U.S. Patent No. 6,606,346, a patent that was asserted by Global Locate against a low-volume SiRF Technology, Inc. hardware product that does not impact SiRFstarII, SiRFstarIII or system on chip, or SoC, portfolio; (2) the ALJ’s finding that SiRF Technology, Inc. directly infringes claim 1 of U.S. Patent No. 6,704,651 (asserted against certain SiRF Technology, Inc. software) through its commercial activities; and (3) the ALJ’s finding that SiRF Technology, Inc. directly infringes claim 1 of U.S. Patent No. 6,651,000 (also asserted against certain SiRF Technology, Inc. software) through its commercial activities. Since the date of the initial determination and before the final determination, SiRF Technology, Inc. released new versions of its software. The ITC determined not to review the remaining issues presented by SiRF Technology, Inc. and by the Office of Unfair Import Investigations in their respective Petitions for Review, including issues related to the ALJ’s finding of infringement of U.S. Patent Nos. 6,417,801, 6,937,187, and 7,158,080 (each of which was also asserted against certain SiRF Technology, Inc. software); the ALJ had found that each of those patents was infringed by SiRF Technology, Inc.’s commercial activities. With respect to the scope of remedy, the United States Court of Appeals for the Federal Circuit on October 14, 2008 in Kyocera Wireless Corp. v. ITC held that the ITC has no statutory authority to issue a Limited Exclusion Order against downstream products of parties who are not named as respondents in an ITC case. The vast majority of SiRF Technology, Inc.’s customers were not named as respondents in Broadcom’s ITC case against SiRF Technology, Inc. In view of Kyocera Wireless Corp. v. ITC, and because the ALJ had not yet issued a public version of the Recommended Determination on Remedy and Bonding, on October 21, 2008, the ITC extended the deadline for submissions on remedy, the public interest, and bonding until October 27, 2008 and extended the target date of the Investigation by 30 days, until January 8, 2009.

The ~~components~~ITC issued its Final Determination on January 15, 2009. The ITC modified certain of ~~comprehensive~~the ~~income~~ALJ’s ~~(loss)~~findings, ~~net~~but determined on the basis of ~~tax~~its modified findings that Global Locate has standing to assert U.S. Patent No. 6,606,346 and that SiRF Technology, Inc. directly infringes U.S. Patent No. 6,704,651 and U.S. Patent No. 6,651,000 through its commercial activities. The ITC issued a Limited Exclusion Order against the Named Respondents. The ITC also issued Cease and Desist Orders against SiRF Technology, Inc. and the domestic Named Respondents. In light of Kyocera Wireless, the ITC determined to limit the scope of the Limited Exclusion Order to products that are asmanufactured ~~follows:~~abroad or imported by, or on behalf of, the Named Respondents and that are covered by the asserted patent claims, and the ITC denied Global Locate’s request to extend the Exclusion Order to “downstream” articles of non-respondents that incorporate such covered products. The Limited Exclusion Order prohibits SiRF Technology, Inc. from the unlicensed entry of the infringing products into the United States by or on behalf of SiRF or Named Respondents. The ITC issued Cease and Desist Orders prohibiting SiRF and the domestic Named Respondents from importing or selling in the United States any of SiRF’s products that may be found to infringe any asserted patent. In 2008, the Named Respondents collectively represented approximately 7% of SiRF’s net revenues. In the first quarter of 2009, the Named Respondents collectively represented approximately 2% of SiRF’s net revenues.

	Three Months EndedSeptember 30,					Nine Months EndedSeptember 30,
	2007			2006		2007			2006
	(In thousands)
Net income (loss)	$	(16,055	)	$	2,579	$	(11,114	)	$	(6,699	)
Other comprehensive income (loss):
Change in unrealized gain (loss) on available-for-sale securities		39			238		38			235
Total comprehensive income (loss)	$	(16,016	)	$	2,817	$	(11,076	)	$	(6,464	)

Note 12. Debt Obligations

The Company maintains a short-term revolving line of credit under which it may borrow up to $5.0 million, including $5.0 million in the form of letters of credit, with an interest rate equal to the prime rate (7.75% as of September 30, 2007). The line of credit is available through February 2009. There were no borrowings under the line of credit as of September 30, 2007 or December 31, 2006. There were no letters of credit collateralized by the line of credit as of September 30, 2007 or December 31, 2006.

In connection with the Company’s acquisition of Centrality, SiRF assumed borrowings under a loan and security agreement totaling $3.5 million, recorded as short-term borrowings as of September 30, 2007. Borrowings under the loan and security agreement bear interest equal to the prime rate (7.75% at September 30, 2007) plus 2.25%. No additional borrowings are available under the loan and security agreement. The $3.5 million outstanding is payable over 36 months, maturing in March 2010, however, the Company intends to pay down the outstanding balance within one year. Pursuant to the terms of the loan and security agreement entered into by Centrality, borrowings under the agreement are guaranteed by the Company.

Also, in connection with the acquisition of Centrality, the Company assumed a revolving line of credit that provides for borrowings up to $3.0 million, under which there were no borrowings outstanding as of September 30, 2007. Borrowings under the revolving line of credit bear interest equal to the prime rate (7.75% at September 30, 2007) plus 0.25%. The Company intends to close the revolving line of credit within one year.

Note 13. Related Party Transactions

Certain customers and/or suppliers of the Company, who are also common stockholders and/or have a common board member, may be considered related parties. The Company entered into an agreement with Skyworks Solutions, Inc. to manufacture some of its chip set products. One of SiRF’s board members, Moiz Beguwala, is also a board member of Skyworks. SiRF purchases from Skyworks were not significant during the three months and nine months ended September 30, 2007 and 2006. SiRF did not have any trade payables to Skyworks as of September 30, 2007 and did not have significant amounts of non-cancelable purchase orders. As of December 31, 2006, SiRF had $0.2 million of trade payables to Skyworks and did not have significant amounts of non-cancelable purchase orders.

As discussed above in Note 4, Acquisitions, during the first quarter of 2006, SiRF acquired TrueSpan, a development-stage company specializing in systems communication. One of SiRF’s board members, Diosdado P. Banatao, is a founder of Tallwood Venture Capital, or Tallwood, a venture capital firm focusing on semiconductors and semiconductor related technologies. Tallwood was an investor in TrueSpan and owned 4.0 million shares of preferred stock at the time of acquisition. Diosdado P. Banatao recused himself from the Company’s decision to acquire TrueSpan. There was no preferential treatment given to Tallwood as part of this acquisition and the preferred stock owned by Tallwood was purchased at the same payout rate as other holders of preferred stock.

~~Note~~The 14Limited Exclusion Order and the Cease and Desist Orders, together the Orders, provided that, subject to posting a bond in the amount of 100% of the imported value per unit for covered products, SiRF Technology, Inc. ~~Commitments~~could continue any conduct prohibited by the Orders during the 60-day Presidential review period during which the ITC’s determination is subject to review by the United States Trade Representative as delegated by the President of the United States. The President, acting through the United States Trade Representative, did not find any compelling circumstances to disapprove the Orders and ~~Contingencies~~the 60-day Presidential review period therefore expired on March 16, 2009. SiRF Technology subsequently filed a Notice of Appeal in the United States Court of Appeals for the Federal Circuit seeking review of the ITC’s orders and determinations in this Investigation.

~~The~~On ~~Company~~May 14, ~~may~~2008, beBroadcom ~~subject~~filed toa ~~claims,~~patent ~~legal~~infringement ~~actions~~complaint ~~and~~against SiRF ~~complaints~~Technology, ~~including~~Inc. ~~patent~~in ~~infringement,~~the ~~arising~~United inStates District Court for the ~~normal~~Central ~~course~~District of ~~business~~California. The complaint alleges infringement of four patents purportedly assigned to Broadcom and seeks both monetary damages and an injunction. On June 4, ~~likelihood~~2008, SiRF Technology, Inc. answered the aforementioned complaint and ~~ultimate~~filed ~~outcome~~counterclaims seeking declaratory judgment of ~~such~~non-infringement anand ~~occurrence~~invalidity isof ~~not~~all ~~presently~~four ~~determinable;~~patents. ~~however~~In addition, ~~there~~SiRF ~~can~~Technology, beInc. nohas ~~assurance~~filed ~~that~~with the ~~Company~~U.S. ~~will~~Patent ~~not~~and Trademark ~~become~~Office ~~involved~~Requests for Ex-Parte Reexamination of each of the four patents. Through its Reexamination Requests and, in ~~protracted~~SiRF ~~litigation~~Technology, ~~regarding~~Inc.’s ~~alleged~~view ~~infringement~~of what are substantial new questions of ~~third~~patentability ~~party~~raised ~~intellectual~~by prior art that ~~property~~SiRF ~~rights~~Technology, orInc. ~~litigation~~believes tomay ~~assert~~not have been previously considered in full by the U.S. Patent and ~~protect~~Trademark Office, SiRF Technology, Inc. has sought review and invalidation of all four of the ~~Company’s~~Broadcom patents-in-suit. orThe ~~other~~U.S. ~~intellectual~~Patent ~~property~~and Trademark ~~rights~~Office granted each of SiRF Technology, Inc.’s ~~Any~~requests ~~litigation~~for ~~relating~~reexamination with respect to ~~patent~~the ~~infringement~~four orpatents ~~other~~and ~~intellectual~~has ~~property~~ordered ~~matters~~their ~~could~~reexamination. ~~result~~In ina ~~substantial~~preliminary ~~cost~~Office Action dated March 5, 2009, the U.S. Patent and Trademark ~~diversion~~Office rejected all 33 claims of one of the ~~Company~~four patents. On September 15, 2008, the Honorable James V. Selna denied SiRF Technology, Inc.’s ~~resources~~motion ~~that~~to ~~could~~stay ~~materially~~proceedings ~~and~~in ~~adversely~~the ~~affect~~district court action pending the ~~Company~~outcome of reexamination, without prejudice to any subsequent motion to stay proceedings. The case has been scheduled for trial in November 2010. This litigation is in its early stages and, based on SiRF’s analysis of the facts of the case to date, SiRF believes the likelihood that a loss may have been incurred is remote. No assurance can be made that Broadcom will not seek to commence additional litigation against SiRF Technology, Inc., or that the pending litigation with Broadcom will not have a material adverse effect on its business. ~~and~~See ~~operating~~Item 1, ~~results~~Legal Proceedings, under Part II of this report for further information.

~~From~~In February ~~time~~2008, tomultiple ~~time~~putative ~~the~~class ~~Company~~action ~~enters~~lawsuits ~~into~~were ~~types~~filed ofin ~~contracts that contingently require SiRF to indemnify parties against third party claims. These contracts primarily relate to: (i) real estate leases, under which~~ the ~~Company~~United ~~may~~States ~~be required~~District toCourt ~~indemnify property owners~~ for ~~environmental~~the ~~and~~Northern ~~other~~District ~~liabilities, and other claims arising from use~~ of ~~the~~California ~~applicable~~against ~~premises;~~SiRF ~~(ii) agreements with the Company’s officers, directors~~ and ~~employees,~~certain ~~under which SiRF may be required to indemnify such persons from liabilities arising out~~ of ~~their~~its ~~employment~~officers ~~relationship;~~ and ~~(iii) agreements~~directors. ~~with~~These ~~customers~~complaints toallege ~~purchase~~that ~~chip~~SiRF, ~~sets~~ and tocertain ~~license the Company’s IP core technology or embedded software, under which~~of ~~the~~its ~~Company~~officers ~~may~~and ~~indemnify customers for intellectual property infringement claims~~directors, ~~product~~made ~~liability~~misleading ~~claims~~statements and/or ~~recall~~omissions ~~campaign~~relating ~~claims related specifically~~ to ~~the~~its ~~Company’s~~business ~~products. As for indemnifications related to intellectual property, these guarantees generally require the Company to compensate the other party for certain damages~~ and ~~costs~~operating ~~incurred~~results asin aviolation ~~result~~ of ~~third party intellectual property claims alleged against~~ the ~~Company’s~~federal ~~products.~~securities ~~Indemnifications related to product liability claims generally require the Company to compensate the other party for damages stemming from use of the Company’s products~~laws. ~~Indemnifications~~These ~~related~~cases tohave ~~recall~~been ~~campaigns~~consolidated ~~generally~~and ~~require~~a ~~the~~consolidated ~~Company~~amended tocomplaint ~~compensate~~was ~~the~~filed ~~other~~on ~~party~~July 28, ~~for costs related to the repair or replacement of defective products~~2008. ~~The~~On ~~nature of the intellectual property indemnification~~September 26, ~~the product liability indemnification~~2008, ~~and~~SiRF ~~the~~filed ~~recall campaign indemnification prevents the Company from making~~ a ~~reasonable~~ ~~estimate~~motion ~~of the maximum potential amount it could be required~~ to ~~pay~~dismiss toall ~~its~~claims ~~customers~~asserted ~~and suppliers~~ in the ~~event~~consolidated ~~the~~amended ~~Company is required to meet its contractual obligations~~complaint. ~~Historically,~~The ~~the~~motion ~~Company~~ has ~~not made any significant indemnification payments under such agreements and no amount has~~ been ~~accrued~~fully ~~in the accompanying consolidated financial statements with respect to these indemnification obligations~~briefed.

OnAlso ~~December 15,~~in ~~2006,~~February ~~SiRF Technology~~2008, ~~Inc.~~two ~~filed~~shareholder aderivative ~~patent~~lawsuits ~~infringement~~were ~~complaint~~filed ~~against Global Locate, Inc. and its United States distributor, SBCG, Inc. d/b/a Innovation Sales Southern California,~~ in the ~~United~~Superior ~~States District~~ Court ~~for~~of the ~~Central~~State ~~District~~ of California., ~~The~~for ~~complaint~~the ~~alleges~~Santa ~~infringement~~Clara byCounty, against ~~Global~~certain ~~Locate and SBCG~~ of ~~four patents assigned to~~ SiRF’s ~~Technology,~~officers ~~Inc.~~ and ~~seeks~~ ~~both~~directors. ~~monetary~~These ~~damages~~complaints ~~and~~allege anbreach ~~injunction~~of tofiduciary ~~prevent~~duties, ~~further~~waste ~~infringement.~~of Oncorporate ~~January 8~~assets, ~~2007,~~unjust ~~Global~~enrichment ~~Locate answered the aforementioned complaint~~ and ~~filed~~violations ~~counterclaims~~of ~~alleging~~the ~~infringement~~California byCorporations ~~SiRF Technology, Inc~~Code. ofThese ~~four~~cases ~~patents~~have ~~and seeking~~been ~~monetary~~consolidated, ~~damages~~ and an amended ~~injunction~~complaint towas ~~prevent~~filed ~~further~~on ~~alleged~~November 18, ~~infringement~~2008. On January 3021, ~~2007~~2009, ~~Global~~the ~~Locate~~parties ~~filed~~submitted ana ~~amended~~stipulation ~~answer~~to ~~with~~the ~~additional~~court ~~counterclaims~~adjourning ~~alleging violations by SiRF Technology, Inc. of~~ the ~~Sherman~~defendents’ ~~Antitrust Act~~response ~~and~~to of the ~~California~~derivative ~~Business~~complaint ~~and~~pending ~~Professions~~resolution ~~Code.~~of OnSiRF ~~June 7,~~s ~~2007,~~motion ~~the~~to ~~District~~dismiss ~~Court stayed certain of~~ the securities ~~claims~~litigation ~~and counterclaims~~ pending ~~resolution~~in of the ~~two~~Northern ~~ITC~~District ~~investigations~~of ~~described below~~California.

~~Furthermore,~~On on February 813, ~~2007~~2009, ~~SiRF~~a ~~Technology~~complaint regarding a purported class action lawsuit, ~~Inc~~Diaz v. ~~filed~~Banatao, aet ~~complaint~~al., ~~under~~was ~~Section 337~~filed ofin the ~~Tariff~~Superior ~~Act~~Court of ~~1930~~California, asSanta ~~amended~~Clara County, against SiRF and SiRF’s Board of Directors in connection with the ~~United~~ ~~States~~Merger ~~International~~Agreement ~~Trade~~and ~~Commission,~~the orMerger. ~~ITC~~The complaint alleges, ~~requesting~~among other things, that ~~the~~(1) SiRF’s ~~ITC~~Board ~~commence~~of anDirectors ~~investigation~~violated ~~into~~its ~~the~~fiduciary ~~unlawful~~duties ~~sale~~to ~~for~~SiRF’s ~~importation~~stockholders ~~into~~by approving the ~~United~~Merger ~~States,~~and ~~importation~~certain ~~into~~terms ~~the~~set ~~United~~forth ~~States,~~in ~~and/or~~Section 5.4 ~~sale~~of ~~within~~ the ~~United~~Merger ~~States~~Agreement ~~after importation~~related ofto ~~certain~~SiRF’s ~~GPS~~ability ~~chips~~to solicit, consider or ~~chipsets,~~accept ~~associated~~alternative ~~software~~proposals, (2) SiRF aided and ~~systems~~abetted ~~made~~its ~~for~~Board orof byDirectors’ alleged breach of fiduciary duty and~~/or~~ ~~sold~~(3) the byMerger orConsideration is unfair for ~~Global~~reasons ~~Locate~~including, but not limited to, a temporarily low stock price and ~~products~~that ~~containing~~the book value of a share of stock allegedly exceeds the ~~same~~Merger Consideration per share. AsThe acomplaint ~~result~~seeks, onamong ~~March 8~~other things, ~~2007~~an injunction prohibiting SiRF and CSR from consummating the Merger, rescission of the ~~ITC~~Merger if ~~instituted~~the anMerger ~~action~~is ~~entitled~~consummated ~~“In~~ prior to the ~~Matter~~entry of ~~Certain~~final ~~GPS~~judgment ~~Chips~~by the court, ~~Associated~~an ~~Software~~accounting by the defendants to the plaintiffs for all damages caused by them and ~~Systems,~~an accounting for all profits and ~~Products~~any ~~Containing~~special ~~Same,”~~benefits ~~ITC~~obtained ~~Investigation~~by Nothe defendants as a result of any breach of fiduciary duty and attorneys’ fees and expenses. ~~337-TA-596~~ SiRF intends to vigorously defend against the lawsuit.

On ~~April~~ February 220, ~~2007~~2009, ~~Global~~a ~~Locate~~complaint ~~filed~~regarding a ~~complaint~~purported ~~under~~class ~~Section 337~~action lawsuit, ~~requesting~~Reich ~~that~~v. ~~the~~SiRF ~~ITC~~Technology ~~commence~~Holdings, anInc. ~~investigation~~et al., was filed in the Superior Court of ~~certain~~California, ~~GPS~~Santa ~~devices~~Clara County, against SiRF and ~~products~~SiRF’s ~~made~~Board ~~for~~of orDirectors in byconnection ~~and/or~~with ~~sold~~the byMerger orAgreement. ~~for~~The ~~SiRF~~complaint ~~Technology~~alleges that, ~~Inc.~~in ~~and~~approving ~~four~~the Merger, SiRF’s Board of ~~its customers.~~Directors Asbreached atheir ~~result,~~fiduciary onduties ~~April 30~~of loyalty, ~~2007~~good faith, ~~the~~due ~~ITC~~care ~~instituted~~and ~~ITC~~disclosure ~~Investigation~~by, ~~No.~~among other things, (i) ~~337-TA-602.~~agreeing ~~During~~to sell ~~the~~SiRF ~~second~~without ~~quarter~~first oftaking ~~2007~~steps to ensure that SiRF’s stockholders would obtain adequate, ~~Global~~fair, ~~Locate~~and ~~was~~maximum ~~acquired~~consideration byunder ~~Broadcom~~the ~~Corporation.~~circumstances and (ii) engineering the Merger to benefit themselves and/or CSR without regard for SiRF’s stockholders.

The outcome of any litigation, including the lawsuits between the Company and Global Locate, is uncertain and either favorable or unfavorable outcomes could have a material impact on the Company’s results of operations. The Company intends to defend the lawsuits vigorously and enforce the use of its intellectual property only to those authorized to do so.

The Company leases facilities and certain equipment under operating lease agreements, which require payment of property taxes, insurance and normal maintenance costs. The Company also accounts for certain term-based software licenses as capital lease agreements, which require future payment commitments on behalf of the Company. Many of the Company’s facility leases contain renewal options, which provide the option to extend its lease based upon the terms of the agreement. These renewal options do not represent a future commitment on behalf of the Company.

~~Item~~ The 2complaint further alleges that SiRF aided and abetted SiRF’s Board of Directors’ breaches of fiduciary duty. The ~~Management~~complaint seeks, among other things, to enjoin the Merger, to compel SiRF’s ~~Discussion~~Board ~~and~~of ~~Analysis~~Directors to properly exercise their fiduciary duties to SiRF’s stockholders, to impose a constructive trust, in favor of ~~Financial~~the ~~Condition~~plaintiffs, upon any benefits improperly received by SiRF’s Board of Directors as a result of their wrongful conduct and ~~Results~~to award the plaintiffs the costs and disbursements of ~~Operations~~the class action, including reasonable attorneys’ and experts’ fees. SiRF intends to vigorously defend against the lawsuit.

~~This~~On ~~report on Form 10-Q contains forward-looking statements~~February 27, ~~including~~2009, ~~but~~plaintiffs ~~not~~in ~~limited to, statements about~~ the ~~expected growth of the location~~above-~~based services,~~referenced ~~portable~~derivative ~~navigation~~litigation ~~devices~~filed ~~and~~an ~~wireless markets and their impact on our business~~amended, ~~our product development, our belief that we have leading edge technology, enhancing our efficiencies in logistics management, impact and success of the~~consolidated ~~Centrality acquisition~~complaint, ~~our~~which ~~ability~~added toa ~~meet~~purported ~~market~~class ~~demand~~action ~~for~~claim ~~low~~against ~~power~~SiRF’s ~~and~~Board ~~small size Global Positioning Systems functionality products, the anticipated benefits~~ of ~~our~~Directors ~~products, joint development of certain products, our competitive position, the decline~~ in ~~average~~connection ~~selling~~with ~~prices, our expectations regarding~~ the ~~amount~~Merger ofAgreement. ~~our~~The ~~net~~class ~~revenue~~action ~~from~~allegations ~~sales~~asserted toin the ~~Asia-Pacific~~consolidated ~~region,~~amended ~~our~~complaint ~~belief that a significant amount of the systems designed and manufactured by customers in the Asia-Pacific region~~ are ~~subsequently~~substantially ~~sold~~similar to original equipment manufacturers outside of that region, increases in research and development costs, amortization of acquisition-related intangible assets, sales and marketing expenses, general and administrative expensesthe ~~and~~allegations ~~stock-based~~set ~~compensation~~forth ~~charges, our anticipated growth, our anticipated cash needs, our estimates regarding our capital requirements, our needs for additional financing, impact from changes~~ in interest rates and foreign currency rates, our disclosure controls and procedures, our expectations on competition, our dependency on establishing and maintaining relationships with established providers and industry leaders, our successful integration of acquired businesses, our acquisitions of or investments in complementary technologies, our expectations regarding our dependency on future sales of the ~~SiRFstarIII~~Diaz ~~product line, our revenues~~ and ~~sources~~Reich ~~of revenues~~actions, ~~our~~although international operations, fluctuation of our revenue and operating results, our gross margins, our operating expenses, our ability to successfully implement our new ERP system, our dependency on relationships with and concentration of our customers, price reductions, dependency on qualified personnel, our intellectual property, including our ability to obtain patents in the ~~future~~class ~~and~~action ~~protection~~allegations ofasserted ~~intellectual property~~ in foreign countries and potential legal proceedings . These statements may be identified by such terms as “anticipate,” “believe,” “may,” “might,” “expect,” “will,” “intend,” “could,” “can,” or the ~~negative~~consolidated ofamended ~~those~~complaint ~~terms~~contain or similar expressions intended to identify forward-looking statements. These forward-looking statements are subject to risks and uncertainties which may cause actual results to differ materially from those expressed or implied by the ~~forward-looking~~additional ~~statements.~~allegation ~~These~~that ~~risks~~SiRF ~~and~~entered ~~uncertainties~~into ~~include, but are not limited to,~~ the ~~development~~Merger ofAgreement ~~the market~~ for ~~GPS-based~~the ~~location~~purpose ~~awareness technology, factors affecting our quarterly results, our sales cycle, price reductions, our dependence on and qualification~~ of ~~foundries to manufacture our products,~~ ~~production~~evading ~~capacity,~~alleged ~~our~~liability ~~ability~~relating to ~~adequately~~the ~~forecast~~derivative ~~demand~~claims. ~~for~~Plaintiffs ~~our~~also ~~products,~~seek ~~our customer relationships, our ability~~ to ~~compete~~compel ~~successfully,~~certain ~~our~~changes ~~ability to successfully integrate acquired businesses, our product warranties, the impact of our intellectual property indemnification practices and other risks discussed~~ in ~~“Risk~~SiRF’s ~~Factors”~~corporate ~~in this report~~governance. ~~These~~SiRF ~~forward-looking~~intends ~~statements~~to ~~represent~~vigorously ~~our~~defend ~~estimates~~against ~~and~~these ~~assumptions~~class ~~only~~action asclaims. ofOther ~~the~~similar ~~date~~lawsuits ofmay ~~this~~be ~~report. Unless required by~~filed ~~law,~~although weSiRF ~~undertake~~is nonot ~~responsibility~~currently toaware ~~update~~of ~~these forward-looking statements~~any.

~~All~~On ~~references to “SiRF~~March 27,” ~~“we~~2009,~~” “our,”~~ orthe court ordered the ~~“Company”~~Diaz ~~mean~~and ~~SiRF~~Reich ~~Technology~~actions ~~Holdings,~~consolidated ~~Inc.~~with the shareholder derivative lawsuit, and affirmed its ~~subsidiaries,~~prior ~~except~~appointment ~~where~~of itco-lead isplaintiffs’ ~~clear~~counsel ~~from~~in the ~~context~~consolidated ~~that~~action. ~~such~~The ~~terms~~court ~~mean~~further ~~only~~directed ~~this~~plaintiffs ~~parent~~to ~~company~~submit ~~and~~a ~~excludes~~second ~~subsidiaries~~amended consolidated compliant within 45 days of its order of consolidation.

~~SiRF®,~~The ~~SiRFstar®,~~outcome ~~SiRFXTrac®,~~of ~~SiRFDRive®,~~any ~~SiRFLoc®,~~litigation ~~SiRFNav®,~~is ~~SiRFSoft®,~~uncertain ~~SoftGPS®, Centrality®,~~and ~~Atlas®,~~either ~~the~~favorable ~~SiRF~~or ~~name~~unfavorable ~~and~~outcomes ~~orbit~~could ~~design~~have ~~logo~~a ~~are~~material ~~our registered trademarks~~impact. ~~The~~If infringement ~~following~~claims are ~~trademarks~~brought ofagainst SiRF ~~Technology~~, ~~Inc.,~~these ~~some~~assertions ofcould ~~which~~distract ~~are~~SiRF’s ~~pending~~management ~~registration~~and asnecessitate ~~intent-to-use~~SiRF’s ~~applications:~~expenditure ~~SiRFstarIII™,~~of ~~SiRFstarII™, SnapLock™,~~potentially ~~SnapStart™,~~significant ~~FoliageLock™,~~funds ~~SingleSat™,~~and ~~TricklePower™,~~resources ~~Push-~~to~~-Fix™,~~ ~~SiRF~~defend ~~Powered™,~~or ~~SiRFLink™,~~settle ~~Multimode~~such ~~Location~~claims. ~~Engine™,~~SiRF ~~SiRFSoftGPS™,~~cannot ~~SiRFDiRect™~~be ~~LocativeMedia™,~~certain ~~SiRFDemo™~~that ,it ~~SiRFDemoPPC™,~~will ~~SiRFecosystem™,~~have ~~SiRFFlash™, SiRFFlashEngine™,~~the ~~SiRFFlashEngineEP™,~~financial ~~SiRFFlashMulti™, SiRFGetEE™,~~resources ~~SiRFInstantFix™,~~to ~~SiRFLocDemo™,~~defend ~~SiRFsandbox™,~~itself ~~SiRFstudio™,~~against ~~SiRFView™,~~any ~~Locations;~~patent ~~Because~~or ~~Life~~other ~~Moves™~~intellectual ~~and~~property ~~The~~litigation. ~~Power~~If ofSiRF ~~Location~~is ~~Now™,~~unsuccessful ~~Titan™,~~in ~~Autonomy™,~~any ~~SiRFatlas™,~~challenge ~~SiRFtitan™,~~to ~~and~~its Gorights ~~Ahead,~~to ~~Explore™.~~market ~~This~~and ~~quarterly~~sell ~~report~~its onproducts, ~~Form 10-Q~~SiRF ~~also includes trade names~~may, ~~trademarks~~among ~~and service marks of~~ other ~~companies~~things, ~~and~~be ~~organizations.~~required to:

~~The~~• ~~following~~pay ~~discussion~~actual ofdamages, ~~our~~royalties, ~~financial~~lost ~~condition~~profits and ~~results of operations should be read together with~~ the ~~Condensed~~third ~~Consolidated~~party’s ~~Financial Statements~~attorneys’ ~~and~~fees, ~~accompanying~~which ~~notes in this report. This discussion~~ may ~~contain~~be forward-looking statements based upon current expectations that involve risks and uncertainties. These risks and uncertainties may cause actual results to differ materially from those discussed in the forward-looking statements. substantial;

~~Overview~~• cease the development, manufacture, use, marketing, advertising or sale of products that use the intellectual property in question through a court-imposed sanction called an injunction;

We• ~~are~~utilize asignificant ~~leading~~resources ~~semiconductor~~to ~~supplier~~modify ofor ~~Global~~redesign ~~Positioning~~its ~~System~~products, ormanufacturing ~~GPS,~~processes ~~based~~or ~~location~~other technology ~~solutions~~so ~~designed~~that toit ~~provide~~does ~~location~~not ~~awareness capabilities~~infringe inothers’ ~~high-volume~~intellectual ~~mobile~~property ~~consumer~~rights ~~and~~or ~~commercial~~to ~~systems.~~develop ~~Our~~or ~~products~~acquire ~~have been integrated into mobile consumer devices such as mobile phones, automobile navigation systems, personal digital assistants, portable navigation devices and GPS~~non-~~based~~infringing ~~peripheral devices~~technology, ~~and~~which ~~into~~may ~~commercial~~not ~~systems~~be ~~such~~possible; ~~as fleet management and road-tolling systems.~~ or

•

obtain licenses to the disputed rights, which could require SiRF to pay substantial upfront fees and future royalty payments and may not be available to it on acceptable terms, if at all, or cease marketing the challenged products.

In addition, before SiRF can successfully defend an infringement claim, SiRF’s customers may become reluctant to include SiRF on their future product designs. Therefore, even if SiRF is successful in defending an infringement claim, negative publicity could have a material adverse effect on its business in addition to the expense, time delay, and burden on management of litigation. See Item 1A. Risk Factors, under Part II in this report for further information, specifically the risk factor titled: “SiRF is involved in patent litigation with Broadcom before the United States International Trade Commission and federal court, and is subject to a limited exclusion order prohibiting the unlicensed entry and sale into the United States of certain SiRF products deemed to be infringing on Broadcom patents by or on behalf of SiRF or the customers named in the investigation. If SiRF is unable to obtain approvals from U.S. Customs for the importation of SiRF’s products or those of its customers, its customer relationships may be harmed and the business and results of operations may by materially adversely affected.”

WeItem ~~market~~2. ~~and~~Management’s ~~sell~~Discussion ~~our products to original equipment manufacturers, or OEMs,~~ and ~~original~~Analysis ~~design manufacturers, or ODMs,~~ of ~~three~~Financial ~~target~~Condition ~~platforms: wireless handheld devices, such as mobile phones; automotive electronics systems, including in-car navigation systems, portable navigation systems~~ and ~~telematics~~Results systems; and consumer and compute devices, including ultra mobile computers, personal digital assistants, notebook computers, recreational GPS handhelds, mobile gaming machines, digital cameras and watches. As we supply products that support multiple applications within these three target platforms, we do not have the ability to discretely track separate financial information for each of these three target platforms. Additionally, we market and sell our products to value-added manufacturers, or VAMs, which typically provide GPS modules or sub-systems to the OEMs, and through intellectual property partners, which integrate our core technology into their products. Intellectual property partners are typically large semiconductor companies. Operations

AsThis ~~usage~~Quarterly ofReport ~~GPS~~on ~~technology~~Form ~~for~~10-Q ~~high~~contains ~~volume~~forward-looking ~~applications~~statements iswithin ~~still in~~ the ~~early~~meaning ~~stages~~ of ~~deployment, it is difficult to predict market growth or growth drivers reliably. While some of~~ the ~~applications,~~Private ~~such~~Securities asLitigation ~~OEM~~Reform ~~automotive~~Act ~~navigation systems, are well developed, most high-growth applications are just starting to emerge. We continue to see the growth~~ of ~~portable navigation systems as a major driver in our growth throughout 2007. Location-based services~~1995, ~~or LBS, are offered by some wireless network operators as a way to send information to cell-phone subscribers based on their current location. While the LBS market for wireless operators~~ ~~is in its early stages~~including, webut ~~expect~~not itlimited to: continue to be a growth driver for our business. Our long-term growth depends on maintaining a leadership position in such markets and enabling multiple growth drivers across our target platforms. We are currently focusing significant effort on enabling the end-to-end platform for successful LBS deployment by wireless operators and for other consumer applications. Successful alliances with wireless operators and service providers, mobile phone vendors, location based content providers and wireless platform providers are critical to our success in this emerging market.

~~Furthermore,~~• ~~our~~the ~~markets~~expected ~~are~~growth ~~becoming~~of ~~more~~SiRF’s ~~competitive~~product ~~resulting~~development ~~in increased pricing pressure on our products. While we believe that we have leading edge technology, our ability to compete~~ and ~~maintain~~continued ~~current~~ product ~~margin levels depends on our technological leadership~~improvement, ~~fast~~ design ~~cycle~~win ~~time~~traction and low product cost structure. We also continue to enhance our efficiencies in logistics management and work with our semiconductor fabrication, packaging and testing vendors to reduce product costs, in an effort to maintain our overall cost structure. momentum;

~~Our~~• ~~operations~~anticipated ~~are~~benefits ~~directly~~or ~~impacted~~success by cyclicality in the semiconductor industry, which is characterized by wide fluctuations in product supply and demand. This cyclicality could cause our operating results to decline dramatically from one period to the next. In addition to the sale of ~~chip~~SiRF’s ~~sets, our business depends on the volume of production by our technology licensees, which in turn depends on the~~ current and ~~anticipated~~announced ~~market demand for semiconductors and~~ products ~~that use semiconductors.~~ ;

~~During~~• ~~the~~potential ~~third~~success ~~quarter~~ of ~~2007,~~SiRF’s as compared to the corresponding prior year period, we observed steady growth in the overall market for GPS-enabled devices across all our target platforms with the portable navigation devices being the largest contributor to our revenue mix. The portable navigation device market continues to show momentum with existing suppliers broadening their product lines and increasing their sales, and new suppliers entering the market. We continue to build on our market leadership position and have expanded our customer base by winning new designs at existing customers,’ ~~as well as with new customers. We believe that our position in the wireless market was significantly strengthened through the launch of new~~ products and alliances formed during the first nine months of fiscal 2007. The mobile phone market also showed steady progress with many of our handset customers designing products based on our SiRFstarIII GSC3LT and GSCi-5000 chips. ;

~~Acquisitions~~• the impact and success of SiRF’s restructuring,

In• ~~March 2006,~~the weimpact ~~acquired~~of ~~TrueSpan~~weakening ~~Incorporated~~demand, aincreased ~~privately-held~~competition ~~Delaware corporation, formed in August 2004~~ and ~~located~~weak inmacroeconomic ~~Long~~environment ~~Beach,~~on ~~California and~~SiRF’s in Bangalore, India. The acquisition of TrueSpan, a development-stage technology company with significant communications systems expertise, has added to our systems expertise as we expand our offerings to include complex multifunction and location technology platform solutions. business;

In• August 2007, we acquired Centrality Communications, Inc, a privately-held developer of navigation processor solutions for portable navigation devices based in Redwood City, California. The acquisition of Centrality is intended to enable SiRF to deliver end-to-end, multifunction location platforms employing system-on-chip, orSoC, technology to location-enable a range of devices and services. The acquisition is further intended to expand our engineering capabilities to deliver cost-effective products that address the ~~needs~~impact of ~~emerging~~government ~~convergence~~regulation ~~mobile~~or ~~devices~~other in the portable navigation, automotive, and consumer markets. The acquisition also helps our customers, operators and content partners to add more value to their offerings and bring their products to market faster while enhancing the consumer experience. action;

•

the demand for and SiRF’s ability to meet market demand for low power and small form factor Global Positioning Systems, or GPS, functionality products;

•

the impact and success of SiRF’s acquisitions or investments;

•

SiRF’s leadership position;

•

the decline in average selling prices;

•

SiRF’s anticipated growth and cash needs, including SiRF’s estimates regarding SiRF’s capital requirements and need for, ability to obtain and impact of additional financing;

•

the impact from changes in interest rates and foreign currency rates;

•

SiRF’s tax liability and impact of any changes in tax laws;

•

SiRF’s inventory and potential write-offs;

•

SiRF’s access to materials, parts and supplies;

•

SiRF’s relationships with its employees;

•

SiRF’s critical accounting policies and adoption of accounting pronouncements;

•

SiRF’s disclosure controls and procedures;

•

SiRF’s expectations on competition;

•

SiRF’s dependency on establishing and maintaining relationships with established providers and industry leaders;

•

SiRF’s expectations regarding the amount of SiRF’s net revenue from sales to the Asia-Pacific region and subsequent sale to original manufacturers outside of that region;

•

SiRF’s revenue, sources of revenue, gross margins, and operating results and expenses;

•

SiRF’s expectations regarding SiRF’s dependency on future sales of the SiRFstarIII, SiRFtitan, SiRFprima and SiRFatlas product lines;

•

SiRF’s ability to predict product markets and compete in such markets;

•

SiRF’s intellectual property, including SiRF’s ability to obtain patents in the future and protection of intellectual property in foreign countries and the impact of current, potential and concluded legal proceedings;

•

SiRF’s business plans or outlook and any related forecasts or projections relating to any aspect of SiRF’s business, anticipated financial or operating results;

•

SiRF’s acquisitions of or investments in complementary technologies;

•

SiRF’s stock price volatility;

•

SiRF’s continued listing on the Nasdaq Global Select Market;

•

the impact of the International Trade Commission’s findings;

•

SiRF’s legal proceedings;

•

SiRF’s compliance with environmental regulations;

•

SiRF’s proposed merger, or the Merger, with Shannon Acquisition Sub, Inc., a direct, wholly-owned subsidiary of CSR plc, or CSR, and other future events related to the Merger and their potential effects on SiRF; and

~~New~~• ~~Product~~SiRF’s ~~Offerings~~anticipated financial and ~~Developments~~operating results, as well as those of the combined company’s plans, objectives, expectations and intentions, cost savings and other statements related to the Merger.

~~Our~~Forward ~~ability~~looking tostatements ~~develop~~include ~~and~~all ~~deliver~~statements ~~new~~that ~~products~~are ~~successfully~~not ~~depends~~historical onfacts aand may ~~number~~be ofidentified ~~factors~~by such terms as “to,” ~~including~~“possible,” ~~our~~“may,” ~~ability~~“should,” “address,” “designed to,” ~~predict~~“provide,” ~~market~~“anticipate,” ~~requirements~~“believe,” “expect,” ~~anticipate~~“estimate,” ~~changes~~“plan,” in“will,” ~~technology~~“intend,” ~~standards~~“could,” “can” and ~~develop~~similar ~~and~~expressions ~~introduce~~or ~~new~~the ~~products~~negative ~~that~~of ~~meet~~such ~~market~~expressions ~~needs~~are inintended ato ~~timely~~identify ~~manner~~forward-looking statements. WeThese statements are based ~~seeing~~on ~~significant~~the ~~demand~~current inbeliefs ~~the~~and ~~market~~expectations ~~for~~of ~~low~~SiRF’s ~~power~~management and ~~small~~are ~~size~~not ~~GPS~~guarantees ~~functionality~~of future performance and reported results should not be considered as an indication of future performance. ~~Our~~SiRF’s ~~ability~~actual toresults ~~meet~~could ~~these~~differ ~~market~~materially ~~requirements~~from isthose discussed in these forward-looking statements as a ~~key~~result ~~element~~of ~~for~~numerous ~~our~~risks ~~revenue~~and ~~growth.~~uncertainties, including, among others:

In• ~~2006,~~changes ~~we announced the following new products: SiRFInstantFix, our premium software offering designed~~ to ~~minimize~~ the ~~start-up~~market ~~wait time~~ for GPS ~~systems; SiRFstarIII GSC3LT family, our most power~~-~~efficient and the smallest version of our flagship SiRFstarIII architecture ideal for a wide range of GPS enabled consumer mobile devices; and GSCi-5000, our extremely small multimode A-GPS chip,~~ based onlocation aawareness new architecture related to the Motorola product family acquisition, which is optimized to address the space and cost constraints of cellular handsets. We also introduced our SiRFstarIII GSC3/LP, a lower power version of our SiRFstarIII based architecture. Strong interest and design win activity for these products are important for our revenue growth in 2007 and beyond. capabilities;

~~During~~• the first quarter of 2007, we announced the SiRFstarIII GSD3t, which is our first 90 nm RFCMOS single die SiRFstarIII architecture-based product. The SiRFstarIII architecture-based GSD3t brings the SiRFstarIII class GPS performance to price-conscious and space-constrained mobile devices, such as cell phones. Our design pipeline for SiRF’s ~~products~~ability into ~~the~~keep ~~wireless~~pace ~~space~~with ~~includes multiple platforms at tier one handset customers, as well as designs at leaders in the smartphone market~~ and atanticipate ~~original~~rapid ~~design~~technological ~~manufacturers.~~ change;

~~During~~• the ~~second~~success ~~quarter~~ of ~~2007,~~SiRF’s weproduct ~~introduced~~offerings ~~SiRFDiRect technology, a premium software offering that achieves navigation accuracy~~ and coverage previously available only in costly, permanently installed in-car systems. Employing sophisticated algorithms that take advantage of closely coupled GPS and dead-reckoning sensor measurements, SiRFDiRect technology will deliver high quality positioning, even in locations with limited GPS signals, without the ~~installation inconvenience~~market’s ~~and~~acceptance ~~high cost~~ of ~~traditional~~those ~~in-dash navigation systems.~~ products;

~~During~~• ~~the second~~factors ~~quarter~~affecting of 2007, we also announced that the SiRFstarIII architecture will provide the GPS-based location awareness for products based on the new Intel Ultra Mobile Platform 2007. The low-power SiRFstarIII GSC3LT, which provides the integrated GPS functionality for Intel Ultra Mobile PC and Mobile Internet Device platforms, together with support from the SiRFecosystem global developer community, are designed to enable manufacturers to create compelling new location-based applications that complements today’s mobile lifestyle with a locative experience. We also announced a strategic relationship with Openwave Systems Inc., a provider of software products and services for the communications industry, to bring the power of location to Web 2.0 mobile applications. We will work together to integrate SiRF’s ~~SiRFstudio~~quarterly ~~location~~results ~~capabilities with Openwave® MIDAS, a Mobile AJAX-based application development platform, enabling wireless operators, content publishers,~~ and ~~software~~sales developers to easily employ the context of location when creating mobile widgets, rich data services and online idle screen user interfaces on mobile devices. Together with Openwave we plan to jointly market the combined solution globally to wireless operators and mobile handset and device OEMs, enabling them to create the next-generation of innovative location-based mobile widgets and services for consumer and enterprise market segments. cycles;

~~During~~• ~~the~~SiRF’s ~~third~~successful ~~quarter~~integration of ~~2007,~~acquired we signed a license and joint development agreement with Intel Corporation on certain future product platforms to help location and wireless connectivity become more mainstream in next generation mobile devices. As part of this agreement the two companies agreed to cooperate in the marketing and selling of these future products to customers developing a wide range of mobile devices worldwide. This agreement supports our long term strategy for growth and is designed to strengthen our position in mobile devices. businesses;

~~Critical~~• ~~Accounting~~price ~~Policies and Estimates~~ reductions;

~~The~~• ~~discussion~~dependence ~~and analysis of our financial condition and results of operations are based~~ on our consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles. The preparation of these consolidated financial statements requires us to make estimates and ~~assumptions~~qualification ~~that affect the reported amounts~~ of ~~assets,~~foundries ~~liabilities, revenue and expenses. We base our estimates on historical experience and on various other assumptions that we believe~~ to bemanufacture ~~reasonable~~SiRF’s under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. products;

An• ~~accounting~~production policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used or changes in the accounting estimate that are reasonably likely to occur could materially change the financial capacity;

•

the ability to adequately forecast demand;

•

customer relationships;

•

distributor relationships;

•

SiRF’s ability to compete successfully, including in foreign markets;

•

SiRF’s product warranties;

•

SiRF’s ability to attract, integrate and retain qualified personnel;

•

the impact of SiRF’s intellectual property indemnification practices;

•

the outcome of SiRF’s current litigation (including the final ITC order) and SiRF’s ability to adapt its products to comply with the outcome of the litigation as well as the risk of any other potential litigation;

•

trends and uncertainties with respect to consumer demand for SiRF’s products and SiRF’s customers’ products, weak current economic conditions and the difficulty in predicting sales, even in the short-term;

•

developments in the macroeconomic environment and the semiconductor industry;

•

general volatility in global economic markets;

•

the strength of SiRF’s international operations; and

•

other risks and uncertainties, including those detailed from time to time in SiRF’s periodic reports filed with the Securities and Exchange Commission, including SiRF’s Current Reports on Form 8-K, Quarterly Reports on Form 10-Q and Annual Report on Form 10-K, as may be amended.

In addition, actual results of the Merger could differ materially from those discussed in these forward-looking statements as a result of other risks and uncertainties, including, among others:

•

SiRF and CSR’s ability to satisfy the conditions to the Merger;

•

the possibility that the Merger does not close when expected or at all, or that the companies may be required to modify aspects of the Merger to achieve regulatory approval; and

•

SiRF’s sales to current and potential customers may be disrupted or deferred as a result of the Merger.

These forward-looking statements are qualified by the risk factors described in Item 1A of this Form 10-Q and represent SiRF’s estimates and assumptions only as of the date of this Form 10-Q (or any earlier date indicated in this Form 10-Q) and SiRF undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances unless required by law. Investors or potential investors should give careful consideration to these risks and uncertainties.

~~statements.~~All ~~Our~~references ~~critical~~to ~~accounting~~“SiRF” ~~policies~~mean ~~include:~~SiRF ~~(1) revenue~~Technology ~~recognition~~Holdings, ~~which~~Inc. ~~impacts the recording of revenue; (2) valuation of inventories, which impacts cost of revenue~~ and ~~gross~~its ~~margin; (3) stock-based compensation~~subsidiaries, ~~which~~except ~~impacts cost of product revenue, gross margin and operating expenses, as well as our footnote disclosures; (4) the assessment of~~where ~~recoverability~~it ofis ~~long-lived~~clear ~~assets~~from ~~including goodwill and other intangible assets,~~ the ~~potential~~context impairment of which impacts cost of product revenue and operating expenses; and (5) income taxes which impacts provision for income taxes and the valuation of our deferred tax assets and liabilities. We also have other key accounting policies that ~~are~~such ~~less~~terms ~~subjective,~~mean ~~and~~only ~~therefore,~~this ~~their~~parent ~~application~~company ~~would not have a material impact on our reported results of operations. The following is a discussion of our critical accounting policies, as well as the estimates~~ and ~~judgments~~excludes ~~involved~~subsidiaries.

~~Revenue~~SiRF®, ~~Recognition.~~SiRFstar®, WeSiRFXTrac®, ~~derive~~SiRFDRive®, ~~revenue~~SiRFLoc®, ~~primarily~~SiRFNav®, ~~from~~SiRFSoft®, ~~sales~~SoftGPS®, ofCentrality®, ~~semiconductor~~Atlas®, SiRFprima®, ~~chip~~the ~~sets~~SiRF name and ~~licenses~~orbit ofdesign ~~our~~logo ~~intellectual~~and ~~property~~Multimode ~~and~~Location ~~premium~~Engine® ~~software~~are ~~products~~SiRF’s registered trademarks. ~~Revenue~~The following ~~from~~are ~~sales~~trademarks of ~~semiconductor~~SiRF ~~chip~~Technology, ~~set~~Inc., ~~sales~~some isof ~~recognized~~which ~~when~~are ~~persuasive~~pending ~~evidence~~registration ofas aintent-to-use ~~sales~~applications: ~~arrangement exists~~SiRFstarIII™, ~~transfer~~SiRFstarII™, ofSnapLock™, ~~title~~SnapStart™, ~~and~~FoliageLock™, ~~acceptance~~SingleSat™, ~~where~~TricklePower™, Push-to-Fix™, ~~applicable~~SiRF Powered™, ~~occurs~~SiRFLink™, ~~the~~SiRFDiRect™ ~~sales~~LocativeMedia™, ~~price~~SiRFDemo™ is, ~~fixed~~SiRFDemoPPC™, orSiRFecosystem™, ~~determinable~~SiRFFlash™, ~~and~~SiRFFlashEngine™, ~~collection~~SiRFFlashEngineEP™, isSiRFFlashMulti™, SiRFGetEE™, ~~probable.~~SiRFInstantFix™, ~~Transfer~~SiRFInstantFixII™, ofSiRFLocDemo™, ~~title~~SiRFsandbox™, ~~occurs~~SiRFstudio™, ~~based~~SiRFView™, onLocations; ~~defined~~Because ~~terms~~Life inMoves™ ~~customer~~and ~~purchase~~The ~~orders.~~Power Weof ~~record~~Location ~~reductions~~Now™, toSiRFatlas™, ~~chip set~~SiRFtitan™, ~~revenue~~SiRFGenEE™ ~~for~~and ~~expected~~SiRFLocMgr™. ~~product~~This ~~returns~~Quarterly ~~based~~Report on ~~our~~Form 10-Q ~~historical~~also ~~experience~~includes trade names, trademarks and service marks of other ~~known~~companies ~~factors~~and organizations.

WeOverview defer recognition of revenue and the related cost of revenue on shipments to distributors that have rights of return and price protection privileges on unsold products until the products are sold by the distributor to its customers. Price protection rights grant distributors the right to a credit in the event of declines in the price of our products. Also, several of our distributors purchase products at a standard gross price and receive price reductions for sales to certain end customers. In these circumstances our accounts receivable and deferred revenue balances represent the gross invoice price of shipments to those distributors. Upon product sell-through, these distributors may receive a credit to adjust gross price to the applicable net price for those sales.

WeSiRF ~~enter~~is ~~into~~a ~~co-branding~~leading ~~rebate~~semiconductor ~~agreements~~supplier ~~with~~of ~~certain~~Global ~~customers~~Positioning ~~and~~System, ~~provide~~or ~~marketing~~GPS, ~~incentives to certain distributors. Payments made~~based ~~under~~location ~~such~~technology ~~co-branding~~solutions ~~rebate~~designed ~~agreements~~to ~~and~~provide ~~marketing~~location ~~incentives~~awareness ~~are~~capabilities ~~recorded as a reduction of revenue~~ in ~~accordance~~high-volume ~~with~~mobile ~~Emerging~~consumer ~~Issues~~and ~~Task~~commercial ~~Force, or EITF No~~applications. ~~01-09,~~ ~~Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor~~SiRF’s ~~Products).~~products Wehave ~~generally~~been ~~records~~integrated ~~rebate~~into ~~reserves~~mobile ~~for~~consumer ~~both~~devices ~~direct~~such ~~and~~as ~~indirect~~mobile ~~customers.~~phones, ~~All~~automobile navigation ~~rebates~~systems, ~~that~~personal ~~are~~digital ~~intended~~assistants, toportable benavigation ~~settled~~devices inand ~~cash~~GPS-based ~~are~~peripheral ~~separately~~devices, ~~presented~~and ininto ~~the~~commercial ~~consolidated~~systems ~~balance~~such ~~sheets~~ as ~~‘rebates~~ ~~payable~~fleet tomanagement ~~customers~~and road-tolling systems.’

WeSiRF ~~license~~markets ~~rights~~and tosells ~~use~~its ~~our~~products ~~intellectual~~to ~~property~~original toequipment ~~allow~~manufacturers, ~~licensees~~or toOEMs, ~~utilize~~and ~~our~~original ~~technology. We~~design ~~also~~manufacturers, ~~license~~or ~~rights~~ODMs, toin ~~use~~four ~~our~~major ~~premium~~markets: wireless ~~software~~handheld ~~products~~devices, tosuch ~~licensees~~as tomobile ~~enable~~phones; ~~SiRF~~automotive ~~chip~~electronics ~~sets~~systems, toincluding ~~provide~~navigation ~~enhanced~~and ~~functionality~~telematics insystems; ~~specific~~consumer ~~applications.~~electronics Weproducts ~~recognize~~such ~~premium~~as ~~software~~recreational ~~product~~GPS ~~revenue~~handhelds, inmobile ~~accordance~~gaming ~~with~~machines, ~~American~~digital ~~Institute~~cameras ofand wearable ~~Certified~~devices; ~~Public~~and ~~Accountants,~~mobile orcomputing ~~AICPA~~systems, ~~Statement~~including ofpersonal ~~Position~~digital assistants, ornotebook ~~SOP 97-2~~computers, ~~Software~~universal ~~Revenue~~mobile ~~Recognition.~~personal Wecomputers ~~earn~~and ~~royalties~~mobile oninternet ~~licensees’~~devices. ~~sales~~As ofSiRF ~~their~~supplies products ~~incorporating~~that ~~the~~support ~~licensed~~multiple ~~intellectual~~applications ~~property~~within orthese ~~premium~~four ~~software based~~major ~~upon~~markets, ~~the~~it ~~specific~~does ~~criteria~~not ~~included~~have in the ~~associated~~ability ~~royalty~~to ~~agreements.~~discretely ~~Our~~track ~~licensees,~~separate ~~however,~~financial doinformation ~~not report and pay royalties owed~~ for ~~sales~~each ~~in any given quarter until after the conclusion~~ of ~~that~~these ~~quarter~~markets. ~~During~~Additionally, ~~the~~SiRF ~~periods~~markets ~~preceding~~and ~~the~~sells ~~fourth quarter~~its ofproducts ~~2006,~~to wevalue-added ~~estimated~~manufacturer, ~~and~~or ~~recorded~~VAM, ~~the~~customers ~~royalty~~who ~~revenue~~typically ~~earned~~provide ~~for~~GPS ~~sales~~modules byor sub-systems to certain ~~licensees~~OEMs, orand ~~Estimated~~through ~~Licensees,~~intellectual inproperty ~~the~~partners, ~~quarter in~~ which ~~such~~integrate ~~sales~~its ~~occurred,~~core ~~but~~technology ~~only~~into ~~when~~their ~~reasonable~~products. ~~estimates~~Intellectual ofproperty ~~such~~partners ~~amounts~~are ~~could~~typically belarge ~~made~~semiconductor companies.

~~Starting~~As usage of GPS technology for high volume applications is still in the ~~fourth~~early ~~quarter~~stages of ~~2006~~deployment, weit ~~determined~~is difficult to predict market growth or growth drivers reliably. While some of the applications, such as OEM automotive navigation systems, are well developed, most high-growth applications are just starting to emerge. SiRF believes that ~~due~~there will be growth in portable navigation systems and wireless handheld devices in 2009. Location-based services, or LBS, are offered by some wireless network operators as a way to ~~business~~send ~~circumstances~~information weto ~~could~~cell-phone nosubscribers ~~longer~~based ~~reliably~~on ~~estimate~~their ~~royalty~~current ~~revenue~~location. ~~from~~While the LBS market for wireless operators is ~~Estimated~~in ~~Licensees~~its early stages, SiRF expects it to continue to be a growth driver for its business. AsSiRF’s long-term growth depends on maintaining a leadership position in such, wemarkets ~~began~~and ~~recognizing~~enabling ~~all~~multiple ~~royalty~~growth ~~revenue~~drivers ~~based~~across ~~solely~~its target platforms. SiRF is currently focusing significant effort on ~~royalties~~enabling ~~reported~~the end-to-end platform for successful LBS deployment by ~~licensees~~wireless ~~during~~operators ~~such~~and ~~quarter~~for other consumer applications. Successful alliances with wireless operators and service providers, mobile phone vendors, location based content providers and wireless platform providers are critical to SiRF’s success in this emerging market.

~~Subsequent~~SiRF’s tomarkets ~~the~~are ~~sale~~becoming ofmore ~~our~~competitive ~~premium~~resulting ~~software~~in increased pricing pressure on its products,. weWhile ~~have~~SiRF nobelieves ~~obligation~~that it has leading edge technology, its ability to ~~provide~~compete ~~any~~and ~~modification~~maintain current product margin levels depends on its technological leadership, ~~customization~~fast design cycle time, ~~upgrades~~low product-cost-structure, orthe ~~enhancements.~~outcome ~~The~~of ~~cost~~the appeal of ~~revenue~~the ~~associated~~ITC Final Determination and approval of SiRF’s new software versions by U.S. Customs, as discussed below. SiRF also continues to enhance its efficiencies in logistics management and work with ~~licenses~~its issemiconductor ~~insignificant~~fabrication, packaging and testing vendors to reduce product costs, in an effort to maintain its overall cost structure.

~~Inventory.~~In Weaddition ~~record~~to athe ~~reserve~~sale ~~for inventories which have become obsolete or are in excess~~ of ~~anticipated~~chip ~~demand or net realizable value. We perform a detailed review of inventory each period that considers multiple factors including demand forecasts~~sets, ~~market~~SiRF’s ~~conditions,~~business ~~product~~depends ~~life cycle status, product development plans and current sales levels. Demand forecasts involve estimates, such as customer product demand projections based~~ on ~~our~~the ~~historical~~volume ~~experience, timing~~ of ~~new~~production ~~product~~by ~~introductions,~~its ~~timing~~technology of customer transitions to new products and sell through of products at different average selling prices. If future demand or market conditions for our products are less favorable than forecasted or if unforeseen technological changes negatively impact the utility of component inventorylicensees, ~~we may be required to record additional write-downs~~ which ~~could negatively impact gross margins~~ in ~~the~~turn ~~period~~depends ~~when~~on the current ~~write-downs~~and ~~are~~anticipated ~~recorded. If actual~~ market ~~conditions~~demand ~~are~~for ~~more~~semiconductors ~~favorable,~~and ~~we may have higher gross margins when~~ products ~~incorporating inventory~~ that ~~was~~use ~~previously reserved are sold~~semiconductors.

On January 15, 2009, the ITC issued its Final Determination in connection with the Broadcom Corporation patent infringement investigation, or ITC Final Determination. Certain software pertaining to SiRFstarIII hardware products and three of SiRF’s premium software products, SiRFLoc, SiRFNav, and SiRFInstantFix, are subject to the ITC Final Determination. To comply with the ITC Final Determination, SiRF has released new software versions of SiRFLoc, SiRFNav, SiRFInstantFix and software pertaining to SiRFstarIII

~~Stock-Based~~ hardware ~~Compensation~~products. WeHowever, ~~measure~~SiRF ~~stock-based~~has ~~compensation~~not ~~expense~~obtained atapproval ~~the~~to ~~grant~~ date~~, based~~ onfrom ~~the~~U.S. ~~fair~~Customs ~~value~~for of the ~~underlying~~importation ~~equity~~into ~~award and~~ the ~~associated~~United ~~expense~~States ~~is recognized over the requisite service period. The fair value~~ of ~~our~~products ~~employee~~containing ~~stock options and our 2004 Employee Stock Purchase Plan, or Purchase Plan, rights is~~these ~~estimated~~new ~~using~~software ~~a Black-Scholes option pricing model~~versions. ~~The~~If ~~Black-Scholes~~SiRF ~~option~~is ~~pricing~~unable ~~model~~to ~~requires~~obtain ~~the~~such ~~input~~approval ofor ~~subjective~~if ~~assumptions, as disclosed in Note 5 of~~ the ~~Notes~~new tosoftware ~~Condensed~~versions ~~Consolidated Financial Statements in Item 1~~ of ~~this~~ ~~form~~SiRFLoc, ~~Quarterly Report on Form 10-Q~~SiRFNav, ~~including~~SiRFInstantFix ~~the price volatility of the underlying stock~~ and ~~the~~software ~~option’s~~pertaining ~~expected~~to ~~term.~~SiRFstarIII ~~Our~~hardware ~~options~~products are ~~considered~~found ~~“plain vanilla” as defined by Staff Accounting Bulletin, or SAB, No. 107. We elected~~ to ~~use~~be ~~the simplified method as prescribed by the Securities and Exchange Commission’s SAB No. 107~~infringing, ~~to estimate the option~~SiRF’s ~~expected~~business ~~term~~could ~~as we have limited historical exercise data or alternative information to estimate a~~be ~~reasonable~~materially ~~expected term assumption. The simplified method assumes that all options will be exercised midway between the vesting date~~ and ~~the~~adversely ~~contractual term of the option~~affected. ~~The~~In ~~simplified method as provided by SAB No. 107 is only allowed for the transition period through December 31~~addition, ~~2007. During~~ the ~~transition period~~GSCi-4100, weGSCi-4200 ~~will~~and ~~evaluate~~GSCi-5000 ~~our~~hardware ~~expected~~products ~~term~~were ~~assumption~~found to ~~consider~~be ~~among~~infringing ~~other~~by ~~things, historical exercise patterns,~~ the ~~contractual~~ITC. ~~terms~~As ~~of the stock-based awards~~such, ~~vesting schedules~~SiRF ~~and~~is ~~expectations~~prohibited offrom ~~future~~conducting ~~employee~~certain ~~behavior.~~activities ~~For options assumed~~ in ~~connection with our acquisition of Centrality, SiRF determined~~ the ~~expected~~United ~~term~~States ofwith ~~such~~respect ~~options~~to these ~~by considering among other things~~products, ~~historical~~including ~~exercise patterns~~selling, ~~and~~marketing ~~the contractual~~or ~~terms~~testing of the ~~stock-based~~products ~~awards, vesting schedules and expectations of future employee behavior. We utilize our own historical volatility~~ in ~~valuing our stock option grants and purchase rights under~~ the ~~Purchase~~United ~~Plan~~States. WeSiRF ~~also~~has ~~evaluate the~~not ~~historical~~sought ~~and~~approval ~~implied~~from ~~volatility~~U.S. ofCustoms ~~“guideline” companies selected based~~ on ~~similar~~any ~~industry~~new ~~and~~versions ~~product focus whose share or option prices have been publicly traded for a longer period~~ of ~~time as a baseline volatility benchmark to evaluate~~ the ~~reasonableness of our volatility assumption based upon our historical stock price volatility. Actual volatility~~GSCi-4100, ~~our~~GSCi-4200 ~~options’ actual lives,~~ and ~~interest~~GSCi-5000 ~~rates~~hardware ~~may be different from our assumptions, which would result in an actual value of the options being different than estimated~~products. WeSee ~~elected to use the straight-line attribution method for awards granted after the adoption of SFAS No.~~Item ~~123R~~1, ~~Share-Based Payment and continue to use a multiple option valuation~~Legal ~~approach~~Proceedings, ~~for~~under ~~awards~~Part ~~granted~~II ~~prior to the adoption~~ of ~~SFAS~~this ~~No. 123R~~report ~~that~~for ~~were~~further ~~unvested as of the effective date~~information.

~~Assessment~~In ofaddition, SiRF’s operations are directly impacted by ~~Long-Lived~~cyclicality ~~and~~in ~~Identified~~the ~~Intangible~~semiconductor ~~Assets~~industry, which is characterized by wide fluctuations in product supply and ~~Goodwill~~demand. ~~Identified~~This ~~intangible~~cyclicality ~~assets~~could ~~consist~~cause ofSiRF’s ~~acquired~~operating ~~developed~~results ~~and~~to ~~core~~decline ~~technology,~~dramatically ~~customer~~from ~~relationships,~~one ~~non-compete~~period ~~agreements~~to the next. Additionally, SiRF’s ~~assembled~~results are impacted by its customers’ ability to predict end-~~workforce~~user, ~~patents~~or consumer, ~~trade~~demand ~~names~~for ~~and intellectual~~the ~~property~~devices ~~assets~~they sell utilizing its products, as well as the consumer demand. ~~These~~The ~~intangible~~economic ~~assets~~recession ~~are~~that ~~amortized~~began ~~using~~in 2007 and continuing uncertainties in the ~~straight-line~~global ~~method~~economic ~~over~~environment, ~~their~~which ~~estimated~~affect ~~useful~~consumer ~~lives~~demand, coupled by intensifying market competition, have negatively impacted SiRF’s result of ~~less~~operations ~~than~~in ~~one~~the ~~year~~recent toquarters, ~~thirteen~~and ~~years~~may continue for the near future and beyond.

WeAgreement ~~are~~and ~~required~~Plan ~~to assess the potential impairment~~ of ~~identified~~Merger intangible assets, long-lived assets and goodwill on an annual basis, and potentially more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that we consider important which could trigger an impairment review include the following:

On February 9, 2009, SiRF entered into an Agreement and Plan of Merger with CSR and Shannon Acquisition Sub, Inc., or Shannon. Pursuant to the Merger Agreement and subject to the conditions set forth therein, Shannon will merge with and into SiRF with SiRF surviving as a wholly-owned subsidiary of CSR, or the Merger. Under the terms of the Merger Agreement, SiRF’s stockholders will receive 0.741 of a CSR ordinary share for each share of SiRF common stock they own (subject to anti-dilution adjustments). Holders of SiRF’s common stock prior to the Merger will receive cash in the Merger in lieu of fractional ordinary shares of CSR.

The completion of the Merger is subject to certain conditions, including, among others: (i) adoption of the Merger Agreement by SiRF’s shareholders; (ii) approval of the transactions contemplated by the Merger Agreement by CSR’s shareholders; (iii) CSR ordinary shares issuable to SiRF stockholders under the Merger Agreement are admitted to the Official List of the United Kingdom Listing Authority and to trading on the London Stock Exchange’s main market for listed securities, subject only to allotment to the former SiRF stockholders; (iv) expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (v) absence of governmental laws, orders, judgments , injunctions or other restraints, and absence of any governmental authority instituting any proceeding seeking such laws, order, judgments, injunctions or other restraints, and absence of any governmental authority instituting any proceeding seeking such laws, order, judgments, injunctions or restraints, that prohibit consummation of the merger or that relate to the merger and would reasonably be expected to have a material adverse effect on CSR or SiRF after giving effect to the Merger; and (vi) effectiveness under the Securities Act of 1933 of the registration statement on Form F-4 relating to the CSR ordinary shares to be issued to SiRF’s stockholders and absence of any stop order in respect thereof or initiated or threatened proceedings by the Securities and Exchange Commission, or SEC, for that purpose. The waiting period under the Hart-Scott Rodino Act with respect to the merger expired on March 25, 2009. See the Merger Agreement, filed as Exhibit 2.1 on SiRF’s Current Report on Form 8-K, filed on February 10, 2009, for more information regarding the terms and conditions of the Merger.

The Merger Agreement contains specified termination rights for the parties. SiRF could be required to pay CSR a termination fee of $3.66 million if the Merger Agreement is terminated in certain circumstances. CSR could be required to pay SiRF a termination fee of $3.66 million if the Merger Agreement is terminated in certain circumstances.

Asset Impairment and Restructuring

Beginning in February 2008, SiRF continued to experience a significant decline in its stock price, resulting in its market capitalization falling below its net book value. In addition, during the second quarter of 2008, SiRF’s product demand outlook rapidly deteriorated due to increased competitive pressure within certain of its markets, as well as macroeconomic uncertainty which translated to a general decline in the demand for devices utilizing its technology. In addition, in 2008, litigation continued to be a significant expense. As a result, in the second quarter of 2008, SiRF significantly reduced its forecasted revenue, gross margin and operating profit.

The factors outlined above triggered an impairment analysis of SiRF’s goodwill and acquisition-related intangible assets in the second quarter of 2008. SiRF also performed impairment analyses of its deferred tax assets and note receivable. Based upon the impairment analyses in the second quarter of 2008, SiRF recorded the following non-cash charges in 2008:

•

Acquisition-related intangible assets impairment of $42.9 million, $12.5 million of which was recorded under cost of revenue and the remainder under operating expenses of SiRF’s consolidated statement of operations.

•

Goodwill impairment of $215.7 million, which was recorded under operating expenses of SiRF’s consolidated statement of operations.

•

Deferred tax asset valuation allowance of $75.4 million, of which $38.4 million was recorded as part of the provision for income taxes of SiRF’s consolidated statement of operations.

In 2008, SiRF also evaluated the recoverability of its note receivable and determined it was no longer probable that the principal amount under the note receivable was fully recoverable based on information received related to the business prospects of the noteholder. Accordingly, SiRF recorded impairment charges of $11.8 million in 2008. On February 9, 2009, SiRF settled the note receivable and entered into a contingent loan assignment and assumption agreement with the borrower and a third party for the assignment by SiRF of the note receivable, which had an outstanding balance of $13.5 million. Under the terms of the loan assignment and assumption agreement, SiRF received $9.0 million, plus interest from January 31, 2009 as payment in full under the contingent loan assignment and assumption agreement. See Note 13, Gain on Note Receivable Previously Impaired, in the Notes to Condensed Consolidated Financial Statements in Item 1 of Part I of this report for further information.

Additionally, in response to continuing economic uncertainties and to better align SiRF’s cost structure with the deteriorating demand outlook, it announced corporate restructuring plans throughout fiscal 2008. As part of the restructuring, SiRF reduced its workforce through a combination of immediate lay-offs, elimination of non-essential positions and attrition, closure of certain offices and termination of development in the mobile TV and Bluetooth technology. These restructuring activities have resulted in charges related to severance for terminated employees and other exit-related costs arising from contractual and other obligations, including leased facilities and impairment of long-lived assets. See Note 6, Restructuring, to the Notes to Condensed Consolidated Financial Statements in Item 1 of Part I of this report for further information.

While it is difficult to determine whether deteriorating demand outlook, increased competitive pressure and the uncertainties related to macroeconomic environment and the outcome of the ITC Final Determination (See Note 16, Commitments and Contingencies, to the Notes to Condensed Consolidated Financial Statements in Item 1 of Part I of this report) will continue, SiRF believes that these factors will continue to negatively impact its business.

New Product Offerings and Developments

SiRF’s ability to develop and deliver new products successfully depends on a number of factors, including its ability to predict market requirements, anticipate changes in technology standards, and develop and introduce new products that meet market needs in a timely manner. SiRF believes there is significant demand in the market for low power and small size GPS functionality. SiRF’s ability to meet these market requirements is a key element for its revenue growth.

Litigation

SiRF is currently involved in material litigation. See Item 1, Legal Proceedings, under Part II in this report for further information. See also Item 1A, Risk Factors, under Part II in this report, specifically the risk factors titled: “SiRF is involved in patent litigation with Broadcom before the United States International Trade Commission and federal court, and is subject to a limited exclusion order prohibiting the unlicensed entry and sale into the United States of certain SiRF products deemed to be infringing on Broadcom patents by or on behalf of SiRF or the customers named in the investigation and is also subject to cease and desist orders against SiRF and its named domestic customers that were named in the investigation. If SiRF is unable to obtain approvals from U.S. Customs for the importation of SiRF’s products or those of its customers, its customer relationships may be harmed and the business and results of operations may be materially adversely affected”; “Any potential dispute involving SiRF’s patents or intellectual property or third party patents or third party intellectual property could be costly, time-consuming and may result in SiRF’s loss of significant rights”; and “SiRF has been named as a party in several putative shareholder class action and derivative lawsuits, which could cause SiRF’s business, financial condition, results of operations and cash flows to suffer.”

Critical Accounting Policies and Estimates

The discussion and analysis of SiRF’s financial condition and results of operations are based on SiRF’s consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles, or GAAP. The preparation of these consolidated financial statements requires SiRF to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. SiRF bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used or changes in the accounting estimate that are reasonably likely to occur could materially change the financial statements. SiRF’s critical accounting policies include: (1) revenue recognition, which impacts the recording of revenue; (2) valuation of inventories, which impacts cost of revenue and gross margin; (3) stock-based compensation expense, which impacts cost of product revenue, gross margin and operating expenses, as well as SiRF’s footnote disclosures; (4) the assessment of recoverability of long-lived assets including intangible assets, the potential impairment of which impacts cost of product revenue and operating expenses; and (5) income taxes which impact provision for income taxes and the valuation of SiRF’s deferred tax assets and liabilities. SiRF also has other key accounting policies that are less subjective, and therefore, their application would not have a material impact on its reported results of operations. The following is a discussion of SiRF’s critical accounting policies, as well as the estimates and judgments involved.

Revenue Recognition. SiRF derives revenue primarily from sales of semiconductor chip sets and, to a lesser extent, from licenses of its intellectual property and premium software products.

Revenue from sales of semiconductor chip sets is recognized when persuasive evidence of a sales arrangement exists, transfer of title and acceptance, where applicable, occurs, the sales price is fixed or determinable and collection is probable. SiRF evaluates its historical experience and other known factors to determine the appropriate reserve of product returns. Customer purchase orders are generally used to determine the existence of an arrangement. Transfer of title and risk of ownership occur based on defined terms in customer purchase orders, and generally pass to the customer upon shipment, at which point goods are delivered to a carrier. There are no formal customer acceptance terms or further obligations, outside of SiRF’s standard product warranty, related to the sale of chip sets. Further, SiRF has had no incidents of formal customer acceptance terms or further obligations to date. SiRF assesses whether the sales price is fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. Collectibility is assessed based primarily on the creditworthiness of the customer as determined through ongoing credit evaluations of the customer’s financial condition, as well as consideration of the customer’s payment history.

SiRF enters into co-branding rebate agreements with and provides incentive rebates to certain direct customers and indirect customers (for products sold through distributors). SiRF records reductions to revenue for commitments related to such incentive programs in accordance with Emerging Issues Task Force, or EITF, No. 01-09, Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products). Co-branding agreements allow certain direct customers to receive a per-unit rebate for product purchased, provided the customer participates in SiRF’s co-branding program. The co-branding program typically consists of placing SiRF’s logo on the customer’s website or otherwise including it in marketing collateral or documentation. Incentive rebates are offered from time to time at SiRF’s discretion to both direct and indirect customers and are also provided in the form of a per-unit rebate for product purchased. Accruals for the actual costs of these incentive programs are recorded at the time the related revenue is recognized and are recorded based on the contractual or agreed upon per-unit rebate of product purchased by direct customers or sold through by distributors. Commitments related to incentive programs to both direct and indirect customers are presented in the consolidated balance sheets as rebates payable to customers.

SiRF licenses rights to use its intellectual property to allow licensees to utilize its technology. SiRF also licenses rights to use its premium software products to licensees to enable SiRF chip sets to provide enhanced functionality in specific applications. SiRF recognizes revenue from standalone license rights to use its intellectual property in accordance with the SEC Staff Accounting Bulletin, or SAB, No. 104, Revenue Recognition. Revenue from standalone rights to use its premium software products is recognized in accordance with American Institute of Certified Public Accountants Statement of Position 97-2, Software Revenue Recognition. Subsequent to the sale of its premium software products, SiRF has no obligation to provide any level of post-contract customer support, including modification, customization, upgrades or enhancements. The cost of revenue associated with licenses is insignificant.

SiRF earns royalties on licensees’ sales of their products incorporating the licensed intellectual property or premium software based upon the specific criteria included in the associated royalty agreements. SiRF recognizes all royalty revenue based solely on actual royalties reported by licensees during such quarter.

Inventories. Inventory costs are determined using standard costs that approximate actual costs under the first-in, first-out method. SiRF’s standard cost policy is to continuously review and set standard costs at current manufacturing costs. Manufacturing overhead standards for product cost are calculated assuming full absorption of projected spending over projected volumes. SiRF records write-downs for inventories that have become obsolete or are in excess of anticipated demand or net realizable value. SiRF performs a detailed review of inventory each period, and considers multiple factors including demand forecasts, market conditions, product life cycle status, product development plans and current sales levels. Demand forecasts involve estimates, such as customer product demand projections based on SiRF’s historical experience, timing of new product introductions, timing of customer transitions to new products and sell through of products at different average selling prices. If future demand or market conditions for SiRF’s products or the consequences of the ITC Final Determination (See Note 16, Commitments and Contingencies, of the Notes to Condensed Consolidated Financial Statements in Item 1 of Part I of this report), are less favorable than forecasted or if unforeseen technological changes negatively impact the utility of component inventory, SiRF may be required to record additional write-downs which could negatively impact gross margins in the period when the write-downs are recorded. If actual market conditions are more favorable, SiRF may have higher gross margins when products incorporating inventory that was previously written-down are sold.

Stock-Based Compensation. The fair value of SiRF’s employee stock options and purchase rights is estimated using a Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of subjective assumptions, as disclosed in Note 5, Stock-Based Compensation Expense, to the unaudited Condensed Consolidated Financial Statements in Item 1 of Part I of this report, including the price volatility of the underlying stock and the options’ expected term. The expected term for option grants and for options assumed in connection with acquisitions is estimated based on a consideration of, among other things, historical exercise patterns, the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior. SiRF utilizes its own historical volatility in valuing its stock option grants and purchase rights under its 2004 Employee Stock Purchase Plan, or Purchase Plan. In addition, SiRF estimates forfeitures at the time of grant and, revises if necessary, in subsequent periods if actual forfeitures differ from those estimates. SiRF’s estimate of expected forfeitures considers historical termination behavior, as well as retention related factors. SiRF elected to use the straight-line attribution method for awards granted after the adoption of SFAS No. 123R, and continues to use a multiple option valuation approach for awards granted prior to the adoption of SFAS No. 123R that were unvested as of the effective date. Actual volatility, SiRF’s options’ actual lives, interest rates and forfeitures may be different from its assumptions, which would result in the actual value of the stock options and purchase rights being different than estimated.

Assessment of Long-Lived Assets and Identified Intangible Assets. Identified intangible assets consist of acquired developed and core technology, patents, assembled workforce, trade names, non-compete agreements and intellectual property assets. These intangible assets are amortized using the straight-line method over their estimated useful lives. Acquired developed and core technology, patents, trade names, non-compete agreements and intellectual property assets are amortized over their approximated weighted average estimated useful life of 4, 13, 4, 2 and 3 years, respectively.

SiRF is required to assess the potential impairment of identified intangible assets and long-lived assets on an annual basis, and potentially more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that SiRF considers important which could trigger an impairment review include the following:

•

significant underperformance relative to historical or projected future operating results;

• significant changes in the manner of ~~our~~its use of the acquired assets;

•

significant negative industry or economic trends; and

• significant decline in ~~our~~its market capitalization.

When it is determined that the carrying value of identified intangible assets, or long-lived assets ~~or goodwill~~ may not be recoverable based upon the existence of one or more of the above indicators of impairment, ~~we test~~SiRF ~~for~~tests for recoverability based on an estimate of future undiscounted cash flows as compared to the asset’s carrying value. If the ~~initial~~asset ~~test~~is ~~for~~considered ~~recovery~~to ~~fails~~be impaired, ~~measurement~~the amount of any impairment is ~~based~~measured onas ~~our~~the ~~projected~~difference ~~discounted~~between ~~cash~~the ~~flow,~~carrying ~~which~~value ~~requires us to make significant estimates~~ and ~~assumptions~~the ~~regarding~~fair ~~future~~value ~~revenue~~of ~~and expenses, projected capital expenditures, changes in our working capital and~~ the ~~relevant~~impaired ~~discount rate~~asset. ~~Should actual results differ significantly from current estimates, impairment charges may result.~~

~~Impairment~~In ofdetermining ~~goodwill~~fair isvalue, ~~tested~~SiRF atconsiders ~~the~~various ~~reporting~~factors ~~unit~~including ~~level by comparing the reporting unit~~SiRF’s ~~carrying amount~~market capitalization, ~~including~~estimates ~~goodwill, to the fair value~~ of ~~the~~control ~~reporting~~premiums, ~~unit.~~estimates ~~The fair value~~ of ~~the~~future ~~reporting unit is estimated using a combination of quoted~~ market ~~prices,~~growth ~~the income or discounted cash flow approach~~ and ~~the market approach~~trends, ~~which~~forecasted ~~utilizes~~revenue ~~comparable~~and ~~companies’ data. If the carrying amount of the reporting unit exceeds its fair value~~costs, ~~goodwill~~discount ~~is considered impaired and a second step is performed to measure the amount of impairment loss~~rates, ifexpected ~~any.~~periods ~~We perform~~over ~~our~~which ~~impairment~~SiRF’s ~~review~~assets atwill ~~the~~be ~~entity~~utilized ~~level~~and asother ~~it has only one operating segment, which is its sole reporting unit~~variables. WeSiRF’s ~~conducted~~growth estimates ~~our~~were ~~annual~~based ~~impairment~~on ~~test~~historical asdata ~~of September 30, 2007~~ and ~~determined~~internal ~~there~~estimates todeveloped beas nopart ~~impairment.~~of

~~Income~~31 Taxes. We account for income taxes under the provisions of SFAS No. 109, Accounting for Income Taxes. Under this method, we determine deferred tax assets and liabilities based upon the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. The tax consequences of most events recognized in the current year’s financial statements are included in determining income taxes payable. However, because tax laws and financial accounting standards differ in their recognition and measurement of assets, liabilities, equity, revenue, expenses, gains and losses, differences arise between the amount of taxable income and pretax financial income and between the tax bases of assets or liabilities and their reported

~~amounts~~its inlong-term ~~the~~planning ~~financial statements~~process. ~~Because~~SiRF itbases isits ~~assumed~~fair ~~that~~value ~~the~~estimates ~~reported~~on ~~amounts~~assumptions ofbelieved ~~assets~~to ~~and liabilities will~~ be ~~recovered and settled~~reasonable, ~~respectively,~~but ~~a difference~~which ~~between~~are ~~the~~inherently ~~tax~~uncertain. ~~basis~~Should actual ofresults andiffer ~~asset~~significantly orfrom acurrent ~~liability~~estimates, ~~and~~the ~~its reported~~ amount inof ~~the~~impairment ~~balance~~charges ~~sheet~~recorded ~~will~~could ~~result~~be indifferent ~~a taxable~~ or ~~a deductible amount in some~~ future ~~years~~impairment ~~when~~charges ~~the~~may ~~related~~result ~~liabilities~~on ~~are~~identified ~~settled~~intangible ~~or the reported amounts of the~~ assets ~~are~~and ~~recovered,~~other ~~resulting~~long-lived ~~in a deferred tax liability or deferred tax asset~~assets.

InIncome ~~preparing~~Taxes. ~~our~~SiRF ~~consolidated~~accounts ~~financial~~for ~~statements,~~income ~~we assess~~taxes under the ~~likelihood~~provisions ~~that~~of ~~our~~SFAS ~~deferred~~No. 109, ~~tax~~Accounting ~~assets~~for ~~will~~Income beTaxes. ~~realized~~Under ~~from~~this method, ~~future~~SiRF ~~taxable~~determines ~~income.~~deferred Wetax ~~establish~~assets aand ~~valuation~~liabilities ~~allowance~~based ifupon wethe ~~determine~~difference ~~that~~between itthe isfinancial ~~more~~statement ~~likely~~and ~~than~~tax ~~not~~bases ~~that~~of ~~some~~assets ~~portion~~and ofliabilities ~~the~~using ~~deferred~~enacted tax ~~assets~~rates ~~will~~in ~~not~~effect befor ~~realized. Changes~~the year in which the ~~valuation~~differences ~~allowance,~~are ~~when~~expected ~~recorded,~~to affect ~~would~~taxable beincome. ~~included~~The intax ~~our~~consequences ~~consolidated~~of ~~statements~~most ofevents ~~operations~~recognized asin athe ~~provision~~current ~~for~~year’s ~~(benefit~~financial ~~from)~~statements are included in determining income taxes payable. WeHowever, ~~exercise~~because ~~significant~~tax ~~judgment~~laws and financial accounting standards differ in ~~determining~~their recognition ~~our~~and ~~provisions~~measurement ~~for~~of ~~income~~assets, ~~taxes~~liabilities, ~~our deferred~~equity, ~~tax~~revenue, ~~assets~~expenses, gains and ~~liabilities~~losses, ~~and~~differences ~~our~~arise ~~future~~between the amount of taxable income ~~for~~and ~~purposes~~pretax offinancial ~~assessing~~income ~~our~~and ~~ability~~between tothe ~~utilize~~tax ~~any~~bases ~~future~~of ~~tax~~assets ~~benefit~~or ~~from~~liabilities ~~our~~and ~~deferred~~their ~~tax~~reported amounts ~~assets~~in the financial statements. ~~During~~Because it is assumed that the ~~second~~reported ~~quarter~~amounts of ~~2007~~assets and liabilities will be recovered and settled, werespectively, ~~assessed~~a difference between the ~~need~~tax ~~for~~basis of an asset or a ~~valuation~~liability ~~allowance~~and its reported amount in the ~~against~~balance ~~our~~sheet ~~deferred~~will ~~tax~~result ~~assets~~in ~~and~~a ~~based~~taxable onor ~~earnings~~a ~~history~~deductible ~~and~~amount ~~projected~~in some future ~~taxable~~years ~~income,~~when ~~management~~the ~~determined~~related ~~that~~liabilities itare issettled ~~more~~or ~~likely~~the ~~than~~reported ~~not~~amounts ~~that~~of the assets are recovered, resulting in a deferred tax ~~assets~~liability ~~would~~or bedeferred ~~realized~~tax asset.

WeIn ~~calculate~~preparing ~~our~~its ~~current~~consolidated ~~and~~financial statements, SiRF assesses the likelihood that its deferred tax ~~provision~~assets ~~based~~will onbe ~~estimates~~realized ~~and~~from ~~assumptions~~future ~~that~~taxable income. ~~could~~SiRF ~~differ~~establishes ~~from~~a ~~the~~valuation ~~actual~~allowance ~~results~~if ~~reflected~~it indetermines ~~income~~that ~~tax returns~~it ~~filed~~is ~~during~~more likely than not that some portion of the ~~subsequent~~deferred ~~year.~~tax ~~Adjustments~~assets ~~based~~will onnot ~~filed~~be ~~returns~~realized. ~~are~~Changes ~~recorded~~in the valuation allowance, when ~~identified~~recorded, ~~which~~would isbe ~~generally~~included in ~~the~~its consolidated ~~third~~statements ~~quarter~~ of ~~the~~operations ~~subsequent~~as ~~year~~a provision for ~~United~~(benefit ~~States~~from) ~~federal~~income ~~and~~taxes. ~~state~~SiRF exercises significant judgment in determining its provisions. Infor ~~addition~~income taxes, ~~the~~its ~~calculation~~deferred ~~of our~~ tax ~~liabilities~~assets ~~involves~~and ~~dealing~~liabilities ~~with~~and ~~uncertainties~~its infuture ~~the~~taxable ~~application~~income for purposes of ~~complex~~assessing its ability to utilize any future tax ~~regulations~~benefit from its deferred tax assets. WeAs ~~evaluate~~of ~~our~~March 28, ~~uncertain~~2009, SiRF has recorded a full valuation allowance against all of its U.S. deferred tax ~~positions~~assets, except for a portion sufficient to offset its liabilities under the provisions of Financial Accounting Standards Interpretation, or FIN, No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109, which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in a company’s income tax return. WeThe ~~only~~deferred ~~recognize~~ tax ~~benefits~~assets ~~for~~consist ~~positions~~primarily ~~that~~of ~~are~~net operating ~~more~~loss ~~likely~~and ~~than~~tax ~~not~~credit tocarryforwards. beIn ~~sustained~~assessing ~~upon~~the ~~final~~need ~~resolution~~for ~~with~~ a ~~taxing~~valuation ~~authority.~~allowance, WeSiRF ~~measure~~considers ~~these~~all ~~tax~~available ~~benefits~~positive byand ~~estimating~~negative ~~the amount~~evidence ofsuch ~~benefit~~as ~~that~~earnings ~~corresponds~~history, toprojections ~~the~~of ~~cumulative~~future ~~probability~~income, ~~greater~~future ~~than~~reversals ~~50%~~ of ~~being~~existing ~~sustained~~taxable temporary ~~upon~~differences, ~~final~~and ~~resolution~~tax ~~with~~planning ~~a taxing authority~~strategies. WeSiRF’s ~~exercise~~cumulative ~~significant~~loss ~~judgment~~ in ~~estimating~~ the ~~final~~most ~~resolution~~recent ofthree-year ~~our~~period, ~~tax~~including ~~positions~~the ~~with~~current ~~a taxing~~net ~~authority.~~loss, Werepresents ~~believe~~negative weevidence ~~have~~sufficient ~~adequately provided for any reasonably foreseeable adjustments~~ to ~~our~~maintain ~~tax~~a ~~liability.~~valuation Ifallowance weunder ~~ultimately determine that payment of these amounts is unnecessary, we will reverse~~ the ~~liability~~provisions ~~and recognize a tax~~of ~~benefit~~FAS ~~during the period in which we determine that the liability is no longer necessary in accordance with FIN~~ No. 48109. ~~Refer~~SiRF tointends ~~Note 1 of the Notes~~ to ~~Condensed~~maintain ~~Consolidated~~a ~~Financial~~valuation ~~Statements~~allowance inuntil ~~Item 1~~sufficient ofpositive ~~this~~evidence ~~Quarterly~~exists ~~Report on~~to ~~Form~~support ~~10Q~~its ~~for additional information on the impact of adopting FIN No~~reversal. ~~48.~~

The calculation of SiRF’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations. SiRF evaluates its uncertain tax positions under the provisions of FIN No. 48. SiRF only recognizes tax benefits for positions that are more likely than not to be sustained upon final resolution with a taxing authority. SiRF measures these tax benefits by estimating the amount of benefit that corresponds to the cumulative probability greater than 50% of being sustained upon final resolution with a taxing authority. SiRF exercises significant judgment in estimating the final resolution of its tax positions with a taxing authority. SiRF believes it has adequately provided for any reasonably foreseeable adjustments to its tax liability. If SiRF ultimately determines that payment of these amounts is unnecessary, it will reverse the liability and recognize a tax benefit during the period in which it determines that the liability is no longer necessary, in accordance with FIN No. 48.

Adoption of Recent Accounting Pronouncements

During the first quarter of 2007, we adopted EITF No. 06-02, Accounting for Sabbatical Leave and Other Similar Benefits Pursuant to FASB Statement No. 43, Accounting for Compensated Absences and FIN No. 48. Refer to Note 2 of the Notes to Condensed Consolidated Financial Statements in Item 1 of this Quarterly Report on Form 10-Q for additional information on the impact of adopting these new accounting pronouncements.

Recently Issued Accounting Standards

Fair Value Measurement

In September 2006, the Financial Accounting Standards Board, or FASB, issued Statement of Financial Accounting Standards, or SFAS No. 157, Fair Value Measurement. SFAS No. 157 ~~defines~~provides ~~how~~a framework that clarifies the fair value ofmeasurement objective ~~assets~~within GAAP and ~~liabilities~~its ~~should~~application beunder ~~measured~~the invarious ~~more than 40 other~~ accounting standards where fair value measurement is allowed or required. Under SFAS No. 157, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts. SFAS No. 157 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. SFAS No. 157 requires fair value measurements to be separately disclosed by level within the fair value hierarchy. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. However, ~~including~~in February ~~interim~~2008, ~~periods~~FASB ~~within~~Staff ~~that~~Position, ~~fiscal~~or ~~year.~~FSP ~~We are currently assessing SFAS~~ No. 157-b ~~and~~was ~~have not yet determined the impact~~issued, ifwhich ~~any,~~delayed ~~that~~ the ~~adoption~~effective date of SFAS No. 157 ~~will~~for ~~have~~all onnonfinancial ~~our~~assets ~~financial~~and ~~position~~nonfinancial liabilities, ~~results~~except ofthose ~~operations~~that ~~and~~are recognized or disclosed at fair value ~~disclosures.~~in the

~~Fair~~32 ~~Value Option for Financial Assets and Financial Liabilities~~

In February 2007, the FASB, issued SFAS No. 159, Fair Value Option for Financial Assets and Financial Liabilities. SFAS No. 159 provides an option to report selected financial assets and liabilities at fair value. Generally accepted accounting principles have required different measurement attributes for different assets and liabilities that can create artificial volatility in earnings. SFAS No. 159 attempts to mitigate this type of accounting-induced volatility by enabling companies to report related assets and liabilities at fair value, which would likely reduce the need for companies to comply

~~with~~financial ~~detailed~~statements ~~rules~~on ~~for~~a ~~hedge~~recurring ~~accounting~~basis (at least annually). The FSP partially defers the effective date of SFAS No. ~~159~~157 ~~also~~to ~~establishes~~fiscal ~~presentation~~years ~~and~~beginning after ~~disclosure~~November 15, ~~requirements~~2008, ~~designed~~including tointerim ~~facilitate~~periods ~~comparisons between~~within ~~companies~~ that ~~choose~~fiscal ~~different~~year ~~measurement~~for ~~attributes~~items ~~for~~within ~~similar~~the ~~types~~scope of ~~assets~~the ~~and liabilities~~FSP. Effective January 1, 2008, SiRF adopted SFAS No. ~~159~~157 isexcept ~~effective~~as ~~for~~it ~~fiscal~~applies ~~years~~to ~~beginning~~those ~~after~~nonfinancial ~~November 15~~assets and nonfinancial liabilities within the scope of FSP, ~~2007~~No. 157-b. WeEffective ~~are~~December 28, ~~currently~~2008, ~~assessing~~SiRF adopted SFAS No. ~~159~~157 ~~and~~as ~~have not~~it ~~yet~~applies ~~determined~~to ~~the~~nonfinancial ~~impact,~~assets ifand ~~any,~~nonfinancial ~~that~~liabilities. ~~the~~The full adoption of SFAS No. ~~159~~157 ~~will~~did not have a material impact on ~~our~~SiRF’s financial position, and results of operations ~~and fair value disclosures~~.

Recently Issued Accounting Pronouncements

Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly

In April 2009, the FASB issued FSP Financial Accounting Standard, or FAS, 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. FSP No. 157-4 provides additional guidance for estimating fair value in accordance with FASB Statement No. 157, Fair Value Measurements, when the volume and level of activity for the asset or liability have significantly decreased. FSP No. 157-4 also includes guidance on identifying circumstances that indicate a transaction is not orderly. FSP No. 157-4 emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. FSP No. 157-4 is effective for interim and annual reporting periods ending after June 15, 2009, and is applied prospectively. SiRF does not believe that the implementation of this standard will have a material impact on its consolidated financial statements.

Recognition and Presentation of Other-Than-Temporary Impairments

In April 2009, the FASB issued FSP Nos. FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments. FSP Nos. 115-2 and 124-2 amend the other-than-temporary impairment guidance for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments in the financial statements. The most significant change the FSP Nos. 115-2 and 124-2 brings is a revision to the amount of other-than-temporary loss of a debt security recorded in earnings. FSP Nos.115-2 and FAS 124-2 are effective for interim and annual reporting periods ending after June 15, 2009. SiRF does not believe the implementation of this standard will have a material impact on its consolidated financial statements.

Results of Operations

Revenue

The following table sets forth ~~our~~SiRF’s revenue for the ~~third~~first quarter ~~and~~of ~~first~~2009 ~~nine~~and ~~months~~2008 of(dollars ~~2007~~in ~~and 2006~~thousands):

	Three months ended September 30,									Nine months ended September 30,
	Three Months Ended
	2007					2006				2007					2006
	March 28, 2009					March 31, 2008
	Dollars			% of ~~Net Revenue~~NetRevenue		Dollars		% of ~~Net Revenue~~NetRevenue		~~Dollars~~			~~% of Net Revenue~~		~~Dollars~~		~~% of Net Revenue~~
	(Dollars in thousands)
Product revenue	$	32,321		94	%	$	59,928	97	%
Product revenue	$	89,434		98	%	$	61,266	96	%	$	224,198		98	%	$	165,815	96	%
License royalty revenue		1,927		6	%		2,048	3	%
License royalty revenue		1,727		2	%		2,409	4	%		4,828		2	%		7,710	4	%
Net revenue	$	34,248				$	61,976
Net revenue	$	91,161				$	63,675			$	229,026				$	173,525
Decrease, period over period	$	(27,728	)
Increase, period over period	$	27,486								$	55,501
Percentage decrease, period over period		-45	%
Percentage increase, period over period		43	%								32	%

~~Net~~Product revenue ~~increased~~decreased ~~43% and 32%~~ in the ~~third~~first quarter ~~and first nine months~~ of ~~2007~~2009, ~~respectively,~~ as compared to the corresponding ~~prior~~period ~~year periods due primarily to an increase~~ in ~~product revenue. Centrality contributed to an $8.8 million increase in product revenue in the third quarter and first nine months of 2007,~~ ~~respectively. Our unit shipments of chipsets increased 91% and 74% in~~ the ~~third quarter and first nine months of 2007, respectively, as compared to the corresponding~~ prior year ~~periods~~, ~~which was~~ due ~~primarily~~ to ~~increased~~the ~~sales~~declines ~~of our product lines based on our SiRFstarIII architecture. The increases~~ in unit shipments of ~~chip sets was partially offset by 23~~36% and ~~22% decline~~ in ~~the~~ average selling prices of ~~our~~16%. ~~products~~The decline in ~~the~~unit ~~third~~shipments ~~quarter~~was ~~and~~a ~~first~~result ~~nine months~~ of ~~2007,~~decreased ~~respectively,~~market ~~as compared~~share toand ~~the~~continuing ~~corresponding~~weakness ~~prior~~in ~~year~~consumer ~~periods~~demand. ~~The~~In ~~declines~~general, in average selling prices are ~~were~~expected ato ~~result~~decline ofover ~~overall~~time ~~competitive~~within ~~pricing~~a ~~pressures~~given onproduct ~~our~~line ~~products.~~due ~~Declining~~to ~~average~~market ~~selling~~competition ~~prices over time are expected~~ and ~~will~~the ~~likely~~general ~~continue~~nature ~~to occur on sales~~ of ~~our~~the ~~SiRFstarIII~~semiconductor ~~product line~~industry. ~~Increased~~Combined ~~sales~~average ~~volumes~~selling inprices ~~the~~will ~~third~~be ~~quarter~~affected ~~and~~by ~~first nine months of 2007~~this, ~~respectively,~~but ~~were~~will ~~driven~~also byvary ~~continued~~depending ~~growth~~on inproduct ~~the~~and customer ~~automotive markets~~mix, ~~especially~~as ~~portable~~well ~~navigation~~as ~~devices~~the ~~and~~introduction ~~the wireless~~of ~~market~~new products.

License royalty and service revenue asrepresented a6% ~~percentage~~and 3% of ~~total~~SiRF’s net revenue ~~declined~~ in the ~~third~~first quarter of 2009 and ~~first~~2008, ~~nine~~respectively. ~~months~~License royalty and service revenue in first quarter of ~~2007~~2009, as compared to the ~~prior~~corresponding ~~year~~period ~~periods~~in ~~and~~the ~~this~~prior ~~trend~~year, isremained ~~expected~~steady ~~to continue. The decreases~~ in ~~both~~dollar ~~periods~~terms ~~were~~and ~~due~~increased ~~primarily~~as toa ~~declines~~percentage inof total ~~unit~~revenue ~~volumes~~due ~~and~~to ~~average~~the ~~per~~decline ~~unit-pricing~~in ~~with~~product ~~various customers~~revenue.

~~Net~~33 revenue from international sales was approximately 91% and 86% of net revenue in the third quarter of 2007 and 2006, respectively, and 85% and 83% of net revenue in the first nine months of 2007 and 2006, respectively. Net revenue from international sales to the Asia-Pacific region accounted for approximately 84% and 81% of net revenue in the third quarter of 2007 and 2006, respectively, and 79% and 76% of net revenue in the first nine months of 2007 and 2006, respectively. International sales increased as a percentage of total net revenue in the third quarter and first nine months of 2007, as compared to the corresponding prior year periods, due primarily to larger international sales to the Asia-Pacific region associated with increases in unit shipments of chip sets and in the number of customers and, to a lesser extent, our acquisition of Centrality, which had a large concentration of customers in the Asia-Pacific region. We anticipate that a significant amount of our net revenue will continue to reflect sales to customers in the Asia-Pacific region as many of our VAMs, ODMs and contract manufacturer customers are located in Asia. Although a large percentage of our sales are made to customers in the Asia-Pacific region, we believe that a significant amount of the systems designed and manufactured by these customers are subsequently sold through to OEMs outside of the Asia-Pacific region. All of our sales are denominated in United States dollars.

Net revenue from international sales was approximately 70% and 84% of SiRF’s net revenue in first quarter of 2009 and 2008, respectively. Net revenue from international sales to the Asia-Pacific and European region accounted for approximately 50% and 8% in the first quarter of 2009, respectively, compared to 66% and 14% of net revenue in the first quarter of 2008, respectively. International sales to the Asia-Pacific and European region decreased in the first quarter of 2009, as compared to the corresponding period in the prior year, due to weaker demand from several of SiRF’s customers in those regions. Although a large percentage of SiRF’s sales are made to customers in the Asia-Pacific region, SiRF believes that a significant amount of the systems designed and manufactured by these customers are subsequently sold through to OEMs outside of the Asia-Pacific region. All of SiRF’s sales are denominated in United States dollars.

In each of the first quarter of 2009 and 2008, SiRF’s 10 largest customers collectively accounted for 73% of its net revenue. In the first quarter of 2009, three of SiRF’s customers, Celestica, Flextronics and Promate, each represented 10% or more of SiRF’s net revenues. In the first quarter of 2008, three customers, Promate, Garmin and Elcoteq, each represented 10% or more of SiRF’s net revenues.

SiRF’s revenue growth depends in large part on the consumer demand for GPS products. Due to the continuing uncertainties in the global economic environment, intensifying market competition, and the ITC Final Determination, which may affect customer demand for SiRF products, SiRF’s revenue may be negatively impacted for the near future and beyond. In addition, SiRF’s revenue may be impacted by SiRF’s pending Merger with CSR, by the outcome of litigation or other factors outside of SiRF’s control. See Note 16, Commitments and Contingencies, of the Notes to Condensed Consolidated Financial Statements in Item 1 of Part I of this report for further information.

Gross Profit

Gross profit consists of net revenue, less cost of product revenue, ~~which~~including non-cash expenses related to the estimated fair value of employee stock-based compensation expense, amortization of acquisition-related intangible assets and impairment of acquisition-related intangible assets (if applicable). Cost of product revenue consists primarily of finished units or silicon wafers and costs associated with the assembly, testing and inbound and outbound shipping of ~~our chip~~SiRF’s chip sets, costs of personnel and occupancy associated with manufacturing-related overhead functions, such as manufacturing support and quality assurance, as well as write-downs for inventory losses, all of which are associated with product revenue. ~~Cost of product revenue excludes~~As ~~amortization~~SiRF ofdoes ~~acquisition-related intangible assets. As we do~~ not have long-term, fixed supply agreements, ~~our~~its unit or wafer costs are subject to change based on the cyclical demand for semiconductor products. There was no cost of license royalty ~~revenue~~ ~~for~~and ~~the~~service ~~periods reported. Total cost of product~~ revenue for the periods reported ~~was as follows:~~ .

	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	2007			2006			2007			2006
	(Dollars in thousands)
Cost of product revenue	$	43,573		$	28,275		$	106,148		$	76,898
Percentage of net revenue		48	%		44	%		46	%		44	%
Increase, period over period	$	15,298					$	29,250
Percentage increase, period over period		54	%					38	%

Cost of product revenue for the periods reported was as follows:


	Three Months Ended
	March 28, 2009			March 31, 2008
	(Dollars in thousands)
Cost of product revenue	$	18,346		$	31,898
Percentage of net revenue		54	%		51	%
Decrease, period over period	$	(13,552	)
Percentage decrease, period over period		-42	%

Amortization of acquisition-related intangible assets, presented as a component of cost of revenue for the periods reported was as follows:


	Three Months Ended
	March 28, 2009			March 31, 2008
	(Dollars in thousands)
Amortization of acquisition-related intangible assets	$	2,150		$	3,707
Percentage of net revenue		6	%		6	%
Increase (decrease), period over period	$	(1,557	)
Percentage increase (decrease), period over period		-42	%

Gross profit and gross margin for the periods reported were as follows:

	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	Three Months Ended
	2007			2006			2007			2006
	March 28,2009			March 31,2008
	(Dollars in thousands)
Gross profit	$	4713,~~588~~752		$	3526,~~400~~371		$	~~122,878~~		$	~~96,627~~
Gross margin		5240	%		5643	%		54	%		56	%
Increase, period over period	$	12,188					$	26,251
Decrease, period over period	$	(12,619	)
Percentage increase, period over period		34	%					27	%
Percentage decrease, period over period		-48	%

Product gross margin for the periods reported was as follows:

	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	Three Months Ended
	2007		2006		2007		2006
	March 28,2009		March 31,2008
Product gross margin	51	%	54	%	53	%	54	%
Product gross margin (1)	37	%	41	%

~~The~~(1) ~~increases~~This inexcludes cost of product revenue and gross profit in the third quarter and first nine months of 2007 correlate with the increases in our net revenue during the same periods. Gross margin declined in the third quarter and first nine months of 2007, as compared to the corresponding prior year periods, due primarily to fair value adjustments recorded to inventory acquired as part of our acquisition of Centrality in August 2007 that was subsequently sold to end customers in the third quarter of 2007. The declines in gross margins were also attributed to continued declines in average selling prices driven by increased sales volumes and competitive pricing pressures. Also, gross margins were impacted by our license royalty revenue ~~representing a smaller percentage of total net revenue, as compared to the corresponding prior year periods~~. ~~The declines in gross margins were partially offset by reductions in our product costs during both periods, as compared to the prior year.~~

InThe ~~the~~decrease ~~future, our gross margin may be affected by increased competition and related decreases~~ in cost ~~unit~~of ~~average~~product ~~selling~~revenue ~~prices, changes~~ in the ~~mix~~first ofquarter ~~products sold (including the extent~~ of ~~license royalty revenue)~~2009, ~~the availability~~as ~~and~~compared ~~cost~~to ofthe ~~products~~corresponding ~~from~~period ~~our suppliers, manufacturing yields (particularly on new products), increased volume and related volume price breaks, timing of volume shipments of new products and potential delays~~ in ~~introductions~~the ofprior ~~new products. As a result~~year, wecorrelates ~~may~~with ~~experience~~the ~~declines~~decrease in ~~demand~~SiRF’s ornet ~~average~~revenue ~~selling prices of our existing products,~~ and ~~our~~unit ~~inventories~~shipments onduring ~~hand~~the ~~may~~same ~~become impaired, resulting in write-offs either for excess quantities or lower of cost or market considerations~~period. ~~Such write-offs, when determined, could have a material adverse effect on gross margins and results of operations.~~

31The decrease in amortization of acquisition-related intangible assets in the first quarter of 2009 in dollar terms, as compared to the corresponding period in the prior year, was due to impairment charges of acquisition-related intangible assets recorded in the second quarter of 2008. However, as a percentage of revenue the amortization of acquisition-related intangible assets remain stable in the first quarter of 2009 compared to the prior year period.

Cost of product revenue includes stock-based compensation expense of $0.3 million and $0.2 million in the first quarter of 2009 and 2008, respectively.

The decrease in gross profit and gross margin in the first quarter of 2009, as compared to the corresponding period in the prior year, was driven by continued declines in average selling prices driven by competitive pressures and changes in SiRF’s product mix, as well as amortization on acquisition-related intangible assets. The declines in average selling prices were partially offset by declines in the per-unit cost of products sold. Additionally, the decline was partially offset by SiRF’s license royalty and service revenue, which has no cost of revenue, represented a larger percentage of revenue compared to the prior year.

In the future, SiRF’s gross margin may be affected by increased competition and related decreases in average selling prices, changes in the mix of products sold, including the mix of semiconductor products and the markets or customers they are sold to, as well as the extent of license royalty revenue, the availability and cost of products from its suppliers, manufacturing yields, particularly on new products, increased volume and related volume price breaks, timing of volume shipments of new products and potential delays in introductions of new products. Furthermore, continuing uncertainties in the global economic environment and consequences of the ITC Final Determination may affect customer demand for GPS products (See Legal Proceedings, in Item 1 of Part II of this report for further information). As a result, SiRF may experience declines in demand or average selling prices of its existing products, and its inventories on hand may become impaired, resulting in write-offs either for excess quantities, lower of cost or market considerations or impairment on acquisition-related intangible assets. Such write-offs, when determined, could have a material adverse effect on gross margins and results of operations. See Note 16, Commitments and Contingencies, of the Notes to Condensed Consolidated Financial Statements in Item 1 of Part I of this report for further information.

Operating Expenses

~~Our~~SiRF’s results of operations ~~for the third quarter and first nine months of 2007 and 2006~~ include non-cash expenses related to the estimated fair value of employee stock-based compensation awards. The following table provides the amounts recorded within operating expenses for employee stock-based compensation expense during the ~~third~~first quarter ~~and first nine months~~ of ~~2007~~2009 and ~~2006~~2008:

	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	Three Months Ended
	2007		2006		2007		2006
	March 28,2009		March 31,2008
	(In thousands)
Operating expenses include the following stock-based compensation expense:
Stock-based compensation expense included within operating expense:
Research and development	$	64,~~285~~340	$	4,~~652~~808	$	~~15,588~~	$	~~12,490~~
Sales and marketing	$	21,~~072~~221	$	1,~~132~~371	$	~~4,689~~	$	~~2,755~~
General and administrative	$	~~2,732~~885	$	12,~~286~~480	$	~~6,411~~	$	~~3,164~~

AsDuring ~~of September 30~~2008, ~~2007,~~SiRF weimplemented ~~had~~various ~~approximately $53.5 million of total unrecognized compensation~~ cost ~~related~~cutting tomeasures ~~unvested~~through ~~stock~~restructuring ~~options~~plans ~~granted~~ and certain ~~outstanding~~cost ~~with~~control ~~a weighted average remaining vesting period of 2~~activities.1 ~~years.~~For ~~As of September 30~~example, ~~2007,~~SiRF ~~there~~implemented ~~was~~restructuring ~~also~~plans ~~$32.1~~in ~~million~~March, ofJuly ~~total~~and ~~unrecognized~~December ~~compensation~~2008 ~~cost~~(See ~~related~~Note ~~to unvested~~6, ~~restricted stock units granted~~Restructuring, ~~which~~of isthe ~~expected~~Notes to beCondensed ~~recognized~~Consolidated ~~over~~Financial aStatements ~~weighted~~in ~~average~~Item 1 ~~period~~ of ~~2.4~~Part ~~years.~~I Inof this ~~addition,~~report wefor ~~also~~further ~~had $2~~information).6 ~~million~~In ofgeneral, ~~total~~these ~~unrecognized~~measures ~~compensation~~reduced ~~cost~~SiRF’s ~~related~~operating toexpense ~~the~~structure ~~Purchase~~by ~~Plan~~lowering ~~rights~~its ~~that~~average ~~is expected~~headcount, toreducing beits ~~recognized~~facilities, ~~over the remaining accumulation periods comprising the offering periods~~ and ~~$2.1~~other ~~million~~associated ofcosts, ~~unrecognized~~which ~~compensation~~are ~~cost~~reflected ~~related~~in to the ~~Performance~~research ~~Share Award Agreements~~and development, ~~which~~sales ~~are~~and ~~expected~~marketing toand begeneral ~~recognized~~and ~~over~~administrative ~~a weighted~~expenses ~~average period of 1~~below.25 ~~years.~~

Research and Development

Research and development expense consists primarily of salaries, bonuses, benefits and stock-based compensation expense for engineering personnel, depreciation of engineering equipment, amortization of intellectual property assets, costs of outside engineering services from contractors and consultants and costs associated with prototype wafers and mask sets. Research and development expense for the periods reported was as follows:

	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	Three Months Ended
	2007			2006			2007			2006
	March 28,2009			March 31,2008
	(Dollars in thousands)
Research and development	$	2620,~~413~~984		$	2026,~~417~~881		$	~~70,418~~		$	~~56,818~~
Percentage of net revenue		2961	%		3243	%		31	%		33	%
Increase, period over period	$	5,996					$	13,600
Decrease, period over period	$	(5,897	)
Percentage increase, period over period		29	%					24	%
Percentage decrease, period over period		-22	%

~~Research~~The decrease in research and development expense ~~increased~~ in the ~~third~~first quarter ~~and first nine months~~ of ~~2007~~2009, as compared to corresponding ~~the~~period ~~corresponding~~in the prior year ~~periods~~, ~~primarily~~was due to adecreases ~~47% and 83% increase~~ in ~~headcount, which resulted in increases in headcount~~ compensation-related expenses of ~~approximately~~ $31.68 million and ~~$6.7~~stock-based ~~million,~~compensation ~~respectively.~~expense ~~The increase in headcount was primarily attributed to our acquisition~~ of ~~Centrality~~$0.5 inmillion, ~~August~~which ~~2007~~resulted ~~for~~from ~~the~~lower ~~third~~average ~~quarter of 2007. The increase in~~ headcount ~~for~~during the ~~first~~period ~~nine~~related ~~months of 2007 was attributed~~ to ~~our acquisition of Centrality, as well as~~ the ~~overall growth of our~~ ~~business.~~reduction ~~The~~in ~~increases~~force in ~~research~~March, ~~and~~July ~~development expense during the third quarter~~ and ~~first~~December ~~nine~~2008. ~~months~~In ofaddition, ~~2007~~product ~~were~~development, ~~further~~equipment ~~attributable~~and tomaintenance, ~~increases~~and ~~in stock~~facilities-~~based~~related ~~compensation~~expenses ~~expense~~decreased ofby ~~approximately~~ $1.69 million ~~and $3.1 million~~, ~~respectively,~~ ~~related to the increases in headcount and to the issuance of the annual stock-based compensation awards granted in the second quarter of 2007. In conjunction with recent acquisitions, approximately~~ $0.6 million, ~~and~~ $20.15 million, ~~of acquisition-related~~respectively, ~~contingent~~which ~~payments~~was ~~were~~attributable ~~recorded~~to SiRF’s ascost ~~compensation~~cutting ~~expense~~measures. ~~in the third quarter and first nine months of 2007~~Also, ~~respectively. Acquisition-related~~ contingent ~~payments~~acquisition ~~during~~expense ~~the~~decreased ~~third quarter and first nine months of 2006 were~~ $1.0 ~~million and $2~~.43 million, ~~respectively. Additionally, increased facility-related costs and costs of outside engineering services,~~ as ~~well~~a asresult ~~increased depreciation~~ of ~~engineering~~SiRF ~~equipment~~making ~~attributed~~its tofinal ~~the~~contingent ~~overall~~acquisition ~~increases~~payment in ~~research~~the ~~and development~~fourth ~~activities.~~quarter Weof ~~expect~~2008 ~~our~~related ~~research and development costs~~ to ~~increase in absolute dollars as we continue to invest in~~ the ~~development~~TrueSpan ofacquisition ~~new products~~ in ~~the future~~2006.

32As a result of SiRF’s restructuring activities as described elsewhere herein, SiRF expects its research and development expense to decrease in absolute dollar amount in the near future. In addition, due to the challenging macroeconomic environment and competitive pressure, research and development expenses as a percentage of revenue may also decrease.

Sales and Marketing

Sales and marketing expense consists primarily of salaries, bonuses, benefits, stock-based compensation expenses and related costs for sales and marketing personnel, sales commissions, customer support, public relations, tradeshows, advertising and other marketing activities. Sales and marketing expense for the periods reported was as follows:

	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	Three Months Ended
	2007			2006			2007			2006
	March 28,2009			March 31,2008
	(Dollars in thousands)
Sales and marketing	$	74,~~408~~812		$	47,~~875~~425		$	~~19,908~~		$	~~13,907~~
Percentage of net revenue		814	%		812	%		9	%		8	%
Increase, period over period	$	2,533					$	6,001
Decrease, period over period	$	(2,613	)
Percentage increase, period over period		52	%					43	%
Percentage decrease, period over period		-35	%

The ~~increases~~decrease in sales and marketing expense in the ~~third~~first quarter ~~and first nine months~~ of ~~2007~~2009, as compared to the corresponding period in the prior year ~~periods~~, ~~were~~was ~~primarily~~related ~~due~~ to adecreases ~~46% and 44% increase~~ in ~~headcount, which resulted in increases in~~ compensation -related ~~expenses~~expense of ~~approximately~~ $1.~~0 million and $2.~~3 million, ~~respectively. The increases in sales~~ and ~~marketing expense during the third quarter and first nine months of 2007 were further attributable to increases in~~ stock-based compensation expense of ~~approximately~~ $0.92 million, ~~and~~which ~~$1.9~~resulted ~~million,~~from ~~respectively,~~lower ~~related~~average toheadcount during the ~~increases in~~period ~~headcount~~related ~~and~~ to the reduction ~~issuance~~in offorce ~~the~~in ~~annual~~March, ~~stock-based~~July ~~compensation~~and ~~awards~~December ~~that~~2008. ~~were~~Additionally, ~~granted~~ in the ~~second~~first quarter of ~~2007. Additionally~~2009, ~~increased~~there ~~costs~~were ~~associated~~decreases ~~with~~in general sales and marketing ~~activities,~~expense ~~such~~of as$0.5 ~~trade shows~~million, ~~travel and entertainment and facility~~facilities-related ~~costs~~expenses ~~attributed~~of ~~to the overall increases in sales and marketing expense~~$0.2 Wemillion ~~expect sales~~ and ~~marketing~~travel ~~expense~~expenses toof ~~increase in absolute dollars as we hire additional personnel, expand our sales and marketing~~$0.2 ~~efforts~~million ~~and~~due ~~incur~~to ~~higher~~SiRF’s ~~sales~~cost-cutting ~~commissions with the anticipated growth of our business~~efforts.

General and Administrative

General and administrative expense consists primarily of salaries, bonuses, benefits, stock-based compensation expenses and related costs for finance and administrative personnel, as well as outside service expenses, including legal, accounting and recruiting. General and administrative expense for the periods reported was as follows:

	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	Three Months Ended
	2007			2006			2007			2006
	March 28,2009			March 31,2008
	(Dollars in thousands)
General and administrative	$	10,~~484~~543		$	515,~~312~~090		$	~~25,385~~		$	~~13,840~~
Percentage of net revenue		1231	%		824	%		11	%		8	%
Increase, period over period	$	5,172					$	11,545
Decrease, period over period	$	(4,547	)
Percentage increase, period over period		97	%					83	%
Percentage decrease, period over period		-30	%

The ~~increases~~decrease in general and administrative expense in the ~~third~~first quarter ~~and first nine months~~ of ~~2007~~ 2009, as compared to the corresponding period in the prior year ~~periods~~, ~~were~~was ~~primarily~~ due to ~~increased~~lower ~~costs for on-going~~ litigation ~~activities and other legal~~ expenses of $24.79 million ~~and $5.2 million~~, ~~respectively.~~offset ~~The~~by ~~increases~~higher in general ~~and~~legal ~~administrative expense~~expenses ~~during both periods were attributable to increases in stock-based compensation expense~~ of ~~approximately~~ $~~1.4 million and $~~3.23 million, ~~respectively,~~primarily related to the ~~increases~~pending inmerger ~~headcount~~with ~~and to the issuance of the annual stock-based compensation awards that were granted in the second quarter of 2007~~CSR. ~~Additionally,~~The ~~the~~decreases ~~increases~~ in general and administrative expenses, ~~expense~~ in the ~~third~~first quarter ~~and first nine months~~ of ~~2007~~2009, were ~~due~~also related to ~~increases~~lower incompensation ~~headcount related~~ expenses of ~~approximately~~ $0.83 million and stock-based compensation expense of $1.86 million, ~~respectively.~~which ~~Also~~resulted ~~contributing~~from lower average headcount during the period related to the ~~increases~~reduction in force ~~general~~in March, July and ~~administrative~~December ~~expenses~~2008 ~~during~~as ~~both~~well ~~periods~~as ~~were~~natural ~~increases~~attrition. inThe ~~accounting~~decrease ~~and~~was also attributable to decreases in professional consulting services. Weof ~~expect~~$0.5 ~~general~~million and ~~administrative~~ ~~expense,~~office ~~including legal~~ expenses ~~associated~~of ~~with~~$0.3 ~~ongoing~~million ~~and~~due ~~future litigation matters,~~ to ~~increase~~SiRF incost ~~absolute~~cutting ~~dollars~~measures. asSee weNote 16 ~~have~~of ~~ongoing~~the ~~litigation~~Notes ~~activities,~~to ~~hire~~Condensed ~~additional~~Consolidated ~~personnel~~Financial ~~and~~Statements ~~incur~~in ~~costs~~Item 1 ~~related~~of toPart ~~the~~I ~~anticipated growth~~ of ~~our~~this ~~business,~~report ~~our~~for ~~operations~~a ~~and~~discussion ~~investments~~of inmaterial ~~our~~legal ~~information~~proceedings ~~technology~~during ~~infrastructure~~2009.

33Due to the inherent uncertainties of litigation, it is difficult for SiRF to estimate how it will impact its general and administrative expense in the foreseeable future. In addition, SiRF has incurred and will continue to incur expenses in connection with the proposed Merger. SiRF will remain liable for these expenses even if it does not complete the Merger.

Amortization of Acquisition-Related Intangible Assets

Acquired identified intangible assets ~~other than goodwill~~ consist of acquired developed and core technology, ~~customer relationships, assembled workforce,~~ patents, trade names, and non-compete agreements. ~~Amortization of intellectual property assets is included in research and development expense.~~ Acquired identified intangible assets are ~~being~~ amortized using the straight-line method over their expected useful lives, which range from ~~less~~two ~~than one year~~ to 13 thirteen years. ~~Amortization of acquisition-related intangibles for the periods reported was as follows:~~

	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	2007			2006			2007			2006
	(Dollars in thousands)
Amortization of acquisition-related intangible assets	$	4,486		$	1,382		$	6,609		$	4,088
Percentage of net revenue		5	%		2	%		3	%		2	%
Increase, period over period	$	3,104					$	2,521
Percentage increase, period over period		225	%					62	%

Amortization of acquisition-related intangible assets increased in the third quarter and first nine months of 2007, as compared to the corresponding prior year periods primarily due to amortization expense of $3.5 million in both periods associated with intangible assets acquired as part of the Centrality acquisition in August 2007. The increases were partially offset by lower amortization expense due to certain acquisition-related assets having been fully amortized. The amortization of acquisition-related intangible assets does not include amortization of intellectual property assets which is included in research and development expense.

Acquired In-Process Research and Development Expense

Acquired in-process research and development expense for the periods reported was as follows:

	Three Months Ended September 30,					Nine Months Ended September 30,
	2007			2006		2007			2006
	(Dollars in thousands)
Acquired in-process research and development expense	$	13,900		$	—	$	13,900		$	13,251
Percentage of net revenue		15	%		—		6	%		8	%
Decrease/Increase, period over period	$	13,900				$	649
Percentage decrease/increase, period over period		100	%				5	%

In connection with the acquisition of Centrality during the third quarter of 2007, we allocated approximately $13.9 million of the purchase price to acquired in-process research and development expense or IPR&D. IPR&D primarily relates to projects associated with Centrality’s next generation processor with enriched specifications, features and performance. As of the acquisition date, Centrality was in the process of developing its next generation of processors. As there was significant risk associated with not completing the next generation processors and there was no alternative future use for the technology, the technology was considered to be IPR&D. At the date of the acquisition, the next generation processors were expected to be released in mid 2008.

In connection with the acquisition of TrueSpan during the first quarter of 2006, we allocated approximately $13.3 million of the purchase price to acquired IPR&D. The amount allocated to acquired IPR&D was immediately expensed in the period the acquisitions were completed, as the associated project had not yet reached technological feasibility and no future alternative uses existed for the technology.

As of the acquisition date, TrueSpan was in the process of performing technology verification for its Digital Video Broadcasting, or DVB, and Radio Frequency, or RF, chips. The design for the chips was believed to be near completion, but significant risks and uncertainties in the design still existed and diagnosis of verification errors required debugging. Both of these chips were expected to be released in late 2007 at the time of the acquisition. TrueSpan was also working on proprietary software for the functionality of the DVB chip in consumer products, with completion expected in late 2006 at the time of the acquisition. As of September 30, 2007, the DVB chip is undergoing laboratory tests for functionality and compliance with technological standards and our firmware and software integration testing efforts are continuing. Over the next year the system integration and system validation of a reference design are the key activities prior to completion. There have been no material variations associated with the TrueSpan chip development projects.

WeAmortization ~~are not currently aware~~ of ~~any~~acquisition-related ~~variations~~intangible ~~between~~assets ~~projected~~for ~~results and actual results in excess of normal variations within~~ the ~~semiconductor~~periods ~~industry,~~reported orwas ofas any new risks or uncertainties associated with completing development within a reasonable period of time of our original estimates. If we do not complete development on these projects or if we do not achieve market acceptance in a timely manner, our results of operations and financial condition could be adversely affected. follows:


	Three Months Ended
	March 28, 2009			March 31, 2008
	(Dollars in thousands)
Amortization of acquisition-related intangible assets	$	861		$	2,489
Percentage of net revenue		3	%		4	%
Decrease, period over period	$	(1,628	)
Percentage decrease, period over period		-65	%

The decrease in amortization expense in the first quarter of 2009, as compared to the corresponding period in the prior year, was due to impairment on acquisition-related intangible assets in the second quarter of 2008.

Restructuring and Asset Impairment Charges


	Three Months Ended
	March 28, 2009			March 31, 2008
	(Dollars in thousands)
Restructuring and asset impairment charges	$	688		$	473
Percentage of net revenue		2	%		1	%
Increase, period over period	$	215
Percentage increase, period over period		45	%

The restructuring charges in the first quarter of 2009 were related to severance and asset impairment charges resulting from the restructuring plan approved in December 2008, while the restructuring charges in 2008 were related to severance, asset impairment and excess lease charges resulting from the restructuring plan approved in March, July and December 2008. See Note 6, Restructuring, of the Notes to Condensed Consolidated Financial Statements in Item 1 of Part I of this report for further information. SiRF expects all the recently announced restructuring activities to be substantially completed by the second quarter of fiscal year 2009, with additional cash expenditures of less than $0.5 million related to employee severance and benefit arrangements and facilities.

Other Income, Net

Other income, net, consists primarily of interest earned on our cash and investments. Other income, net, was $1.7 million and $1.8 million in the third quarter of 2007 and 2006, respectively, and $6.1 million and $4.4 million in the first nine months of 2007 and 2006, respectively.


	Three Months Ended
	March 28, 2009			March 31, 2008
	(In thousands)
Interest income, net	$	228		$	1,149
Other expense, net		(48	)		(137	)
Gain on note receivable previously written off		7,300			—

Other income, net	$	7,480		$	1,012

~~Other~~The decrease in interest income, net, ~~remained flat~~ in the ~~third~~first quarter of ~~2007~~2009, as compared to the corresponding period in the prior year, was primarily due to lower invested balances maintained during the period at lower interest rates. ~~Interest~~Other ~~income~~expense, net was ~~slightly~~ lower ~~during~~ in the ~~third~~first quarter of ~~2007~~2009, ~~due~~as compared to ~~lower~~the ~~invested~~corresponding ~~balances~~period asin athe prior ~~result~~year, ofprimarily ~~cash~~due ~~paid~~to ~~totaling~~fixed ~~$109.9~~asset ~~million~~disposals in ~~connection~~prior ~~with~~year. ~~our~~The ~~acquisition~~gain ofon ~~Centrality.~~note ~~While~~receivable ~~interest~~previously ~~income~~written ~~declined~~off ~~compared~~relates to the ~~prior~~note ~~year~~receivable ~~period~~that SiRF settled in February 2009. See Note 13, ~~the~~Gain ~~decrease~~on ~~was~~Note ~~offset~~Receivable byPreviously Impaired ~~significantly~~of ~~higher~~the ~~invested~~Notes ~~amounts~~to ~~maintained~~Condensed ~~prior~~Consolidated toFinancial ~~our~~Statements ~~acquisition~~in Item 1 of ~~Centrality~~Part inI ~~August~~of ~~2007~~this report for further information.

Other income, net, increased in the nine months ended September 30, 2007, as compared to the corresponding prior year period, primarily a result of higher invested balances maintained in the current year period prior to our acquisition of Centrality, and higher returns earned on invested amounts. The increase was partially offset by a final employee arbitration award against us that was recorded during the first quarter of 2007.

Provision for Income Taxes

Provision for income taxes was ~~$2.7~~approximately ~~million and~~ $20.63 million ~~in the third quarter of 2007~~ and ~~2006, respectively, and~~ $3.91 million ~~and $5.9 million~~ in the first ~~nine months of 2007 and 2006, respectively. Our estimated effective tax rate was a provision of 20% and 50% in the third~~ quarter of ~~2007~~2009 and ~~2006,~~ ~~respectively~~2008, ~~and a provision of 53% and 706% in the first nine months of 2007 and 2006,~~ respectively. The provision for income taxes in the ~~third~~first quarter ~~and first nine months~~ of ~~2007~~2009 differs from the amount computed by applying the statutory federal rate primarily due to ~~nondeductible~~unbenefitted acquired in-process research and development expense incurred as part of the Centrality acquisition and a revision to a prior period estimated research and development tax credit, partially offset by benefits from current period research and development tax credits and the excess tax benefits associated with disqualified dispositions of incentive stock options and Purchase Plan and their effect on the research and development tax creditlosses. The provision for income taxes in the first ~~third~~ quarter ~~and first nine months~~ of ~~2006~~2008 differs from the amount computed by applying the statutory federal rate ~~principally~~primarily due to ~~nondeductible~~unbenefitted ~~acquired~~foreign ~~in-process~~losses ~~research~~ and ~~development~~nondeductible ~~expense incurred~~stock asbased ~~part~~compensation ~~of the TrueSpan acquisition~~expenses. As the federal research and development tax credit expired on December 31, 2005, we did not incorporate this credit into our effective rate calculations for the third quarter and first nine months of 2006. Upon reinstatement of the credit during the fourth quarter of 2006, we have included the benefit for the third quarter of 2007 and first nine months of 2007.

Liquidity and Capital Resources

Financial Condition

	Nine Months Ended September 30,
	Three Months Ended
	2007			2006
	March 28,2009			March 31,2008
	(In thousands)
	(Dollars in thousands)
Net cash provided by operating activities	$	13,615		$	22,741
Net cash used in operating activities	$	(14,543	)	$	(2,832	)
Net cash used in investing activities		(83,754	)		(42,567	)
Net cash provided by investing activities		4,125			10,091
Net cash provided by financing activities		~~15,162~~156			~~24,290~~693
Net increase (decrease) in cash and cash equivalents	$	(5410,~~977~~262	)	$	47,~~464~~952

Cash Flows

As of ~~September~~March 3028, ~~2007~~2009, we had $~~118~~109.75 million in cash, cash equivalents and marketable securities and $~~150~~113.34 million in working capital, as ~~compared~~ compared to cash, cash equivalents and marketable securities balance of $~~170~~115.28 million and $~~185~~117.42 million in working capital as of December 3127, ~~2006~~2008. We use independent semiconductor manufacturers to fabricate our semiconductors. By outsourcing our manufacturing, we are able to focus more of our resources on product design and eliminate the high cost of owning and operating our own manufacturing facility.

35Operating Activities. Net cash used in operating activities was $14.5 million in the first quarter of 2009, which resulted from a net loss of $16.9 million adjusted for non-cash reconciling items of $4.4 million, primarily related to stock-based compensation expense of $6.8 million, gain on note receivable previously impaired of $7.3 million and depreciation and amortization expense of $4.5 million. Net cash used in operating activities was also impacted by net changes in assets and liabilities of $2.1 million driven by higher accounts receivable and lower accounts payable, partially offset by lower inventory and prepaid expenses and other assets and higher other accrued liabilities.

Net cash used in operating activities was $2.8 million in the first quarter of 2008, which resulted primarily from a net loss of $28.1 million adjusted for non-cash reconciling items of approximately $19.2 million, primarily related to stock-based compensation expense, impairment of long-lived assets, depreciation and amortization expense and changes in net deferred tax assets. Net cash used in operating activities was also impacted by net changes in assets and liabilities of $6.1 million driven primarily by lower accounts receivable balance, partially offset by an increase in inventories and decreases in accounts payable and accrued payroll and related benefits.

Investing Activities. Net cash provided by investing activities was $4.1 million in the first quarter of 2009 and primarily resulted from proceeds from a note receivable of $9.0 million, offset partially by net expenditures from purchases of available-for-sale investments of $4.0 million and to a lesser extent capital expenditures of $0.4 million and purchases of intellectual property assets of $0.5 million. See Note 13, Gain on Note Receivable Previously Impaired, of the Notes to Condensed Consolidated Financial Statements in Item 1 of Part I of this report for further information.

Net cash provided by investing activities was $10.1 million in the first quarter of 2008 and primarily resulted from the net expenditures from purchases of available-for-sale investments of $27.0 million, issuance of a notes receivable of $13.5 million, and to a lesser extent capital expenditures of $2.2 million and purchases of intellectual property assets of $1.2 million. See Note 13, Gain on Note Receivable Previously Impaired, of the Notes to Condensed Consolidated Financial Statements in Item 1 for further information.

Financing Activities. Net cash provided by financing activities was approximately $0.2 million in the first quarter of 2009, which was due to the proceeds from stock option exercises.

Net cash provided by financing activities was approximately $0.7 million in the first quarter of 2008, which was due to the proceeds from stock option exercises of approximately $0.6 million and $0.1 million related to the gross excess tax deductions in excess of compensation cost as required under SFAS No. 123R.

Prior to March 2009, SiRF had maintained a short-term revolving line of credit under which it may borrow up to $5.0 million, including $5.0 million in the form of letters of credit, with an interest rate equal to the prime rate (3.25% as of March 28, 2009) plus 1.25%. The line of credit expired in March 2009. SiRF currently has no plans to obtain additional debt financing.

~~Operating~~SiRF ~~Activities.~~believes ~~Net~~that ~~cash~~its ~~provided~~existing bycash, ~~operating activities was $13.6 million in the first nine months of 2007~~investments, ~~which~~and ~~resulted~~cash ~~primarily~~generated from aoperating ~~net~~activities ~~loss~~will ofbe sufficient ~~$11.1 million adjusted for non-cash reconciling items of approximately $51.2 million, related~~ to ~~stock-based~~meet ~~compensation~~its ~~expense,~~working ~~in-process~~capital ~~research~~ and ~~development~~capital ~~expense, depreciation~~expenditure ~~and~~requirements ~~amortization~~for ~~expense,~~the ~~changes~~next intwelve ~~net~~months. ~~deferred~~If ~~tax~~SiRF ~~assets~~requires ~~and~~additional ~~gross~~capital ~~excess~~resources ~~tax~~to ~~benefits~~grow ~~from~~its ~~stock-based~~business ~~compensation.~~internally ~~Net~~or ~~cash~~to ~~provided~~acquire bycomplementary ~~operating~~technologies ~~activities~~and ~~was~~businesses ~~also~~at ~~impacted~~any bytime in ~~net~~the ~~changes~~future, inSiRF ~~assets~~may ~~and~~seek ~~liabilities~~to ofsell ~~$26.5 million~~additional ~~driven~~equity ~~primarily~~or bydebt ~~higher~~securities ~~accounts~~or ~~receivable~~obtain ~~and~~other ~~inventory~~debt ~~balances~~financing, ~~partially~~which ~~offset~~could byresult ~~an increase~~ in ~~deferred~~more ~~margins~~dilution ~~on shipments~~ to ~~distributors~~its stockholders.

Net cash provided by operating activities was $22.7 million in the first nine months of 2006, which resulted primarily from a net loss of $6.7 million, adjusted for non-cash reconciling items of approximately $31.4 million related to stock-based compensation expense, acquired in-process research and development expense, depreciation and amortization expense, changes in net deferred tax assets and gross excess tax benefits from stock-based compensation. In accordance with SFAS No. 123R, we have reclassified the presentation of the cash retained in connection with the gross benefits of tax deductions in excess of recognized compensation cost as a financing cash flow, rather than as an operating cash flow as required under previous accounting literature with respect to the first nine months of 2006. The presentation of excess tax benefits from employee equity incentive plans was previously presented on a net basis, whereas the revised reclassification separates the gross tax benefits of tax deductions in excess of recognized compensation cost as a financing cash flow rather than as an operating cash flow. Net cash used in operating activities was also partially impacted by an increase in accounts receivable of $9.5 million, offset by an increase in accounts payable and accrued payroll and related benefits of $8.0 million.

Investing Activities. Net cash used in investing activities was $83.8 million in the first nine months of 2007, driven primarily by a payment of $100.1 million, net cash acquired, in connection with the acquisition of Centrality in the third quarter of 2007. In addition, during the second quarter of 2007, we paid approximately $1.8 million in contingent cash payments associated with our acquisition of TrueSpan, which resulted in an increase in goodwill related to this acquisition. Purchases of capital expenditures, net of disposals of $4.5 million and purchases of intellectual property assets of $0.4 million during the first nine months of 2007 further impacted our net cash used in investing activities. Net sales of available-for-sale investments provided cash of $23.0 million during the first nine months of 2007.

Net cash used in investing activities was $42.6 million in the first nine months of 2006, driven primarily by a payment of $16.8 million, net of cash acquired, in connection with the acquisition of TrueSpan during the first quarter of 2006 that represented approximately $16.8 million, net of cash acquired. The cash paid in connection with the TrueSpan acquisition during the first quarter of 2006 excluded approximately $3.0 million in future contingent payments, which will be made to certain former TrueSpan employees contingent upon their continued employment with us and will result in compensation expense recorded over a two-year service period. See Note 4 of Notes to Condensed Consolidated Financial Statements in Item 1 for further information. During the second quarter of 2006, SiRF paid approximately $1.8 million in contingent cash payments associated with our acquisition of TrueSpan, which resulted in an increase in goodwill related to this acquisition. In addition, net purchases of available-for-sale investments of $20.5 million and to a lesser extent capital expenditures of $2.4 million and purchases of intellectual property assets of $1.0 million during the first nine months of 2006 impacted net cash used in investing activities.

Financing Activities. Net cash provided by financing activities was approximately $15.2 million in the first nine months of 2007, which was primarily due to the proceeds from stock option exercises and purchases of shares in connection with our Purchase Plan of approximately $10.0 million and $5.4 million related to the gross excess tax deductions in excess of compensation cost as required under SFAS No. 123R.

Net cash provided by financing activities was approximately $24.3 million in the first nine months of 2006, which was primarily due to $15.8 million related to the gross excess tax deductions in excess of compensation cost in accordance with SFAS No. 123R and the proceeds from stock option exercises and purchases of shares in connection with our Purchase Plan of approximately $8.5 million.

In February 2007, we modified our short-term revolving line of credit under which we may borrow up to $5.0 million, including $5.0 million in the form of letters of credit, with an interest rate equal to the prime rate (7.75% as of September 30, 2007). The line of credit was amended to extend the maturity date through February 2009. We had no borrowings under the line of credit as of September 30, 2007 or December 31, 2006.

In connection with our acquisition of Centrality, SiRF assumed borrowings under a loan and security agreement totaling $3.5 million, recorded as short-term borrowings as of September 30, 2007. Borrowings under the loan and security agreement bear interest equal to the prime rate (7.75% at September 30, 2007) plus 2.25%. No additional borrowings are available under the loan and security agreement. The $3.5 million outstanding is payable over 36 months, maturing in March 2010, however, we intend to pay down the outstanding balance within one year. Pursuant to the terms of the loan and security agreement entered into by Centrality, borrowings under the agreement are guaranteed by SiRF.

In connection with our acquisition of Centrality, we assumed a revolving line of credit that provides for borrowings up to $3.0 million, under which there were no borrowings outstanding as of September 30, 2007. Borrowings under the revolving line of credit bear interest equal to the prime rate (7.75% at September 30, 2007) plus 0.25%. We intend to close the revolving line of credit within one year.

As of September 30, 2007, we were in compliance with all financial and non-financial covenants, including borrowing base requirements. We currently have no plans to obtain additional debt financing and do not foresee our bank line of credit having a significant impact on our ability to obtain equity financing.

We expect to experience continued growth in our operating expenses for the foreseeable future in order to execute our business strategy. We believe that our existing cash, investments, amounts available under our bank line of credit, and cash generated from operating activities will be sufficient to meet our working capital and capital expenditure requirements for the next twelve months. If we require additional capital resources to grow our business internally or to acquire complementary technologies and businesses at any time in the future, we may seek to sell additional equity or debt securities or obtain other debt financing, which could result in more dilution to our stockholders.

Contractual Obligations and Commitments

As of ~~September~~March 3028, ~~2007~~2009, our contractual obligations and commitments are materially consistent with that disclosed as of December 3127, ~~2006, with the exception of obligations and commitments assumed as part of the our acquisition of Centrality in August 2007 and certain long-term obligations related to our adoption of FIN No~~2008. ~~48.~~

In connection with our acquisition of Centrality, we assumed commitments related to facility and equipment leases totaling $1.1 million as of September 30, 2007 and borrowings under a loan and security agreement totaling $3.5 million as of September 30, 2007.

As of September 30, 2007, our total amount of unrecognized tax benefits was $8.8 million and is considered a long-term obligation. We have recognized a net amount of $2.1 million in ‘long-term income taxes payable’ for unrecognized tax benefits in our Condensed Consolidated Balance Sheets. We are unable to make reasonably reliable estimates of the period of cash settlement associated with these obligations with the respective taxing authority.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

~~Our~~SiRF’s exposure to market risks for changes in interest rates ~~relates~~ relates primarily to ~~our~~its investment portfolio. AsSiRF ofconsiders ~~September 30,~~highly ~~2007,~~liquid ~~our~~investments ~~cash~~with ~~equivalents~~original ~~and~~maturities ~~investment portfolio consisted~~ of ~~commercial~~ninety ~~paper,~~days ~~government~~or ~~bonds~~less ~~and~~to ~~money~~be ~~market~~cash ~~funds~~equivalents. ~~Our~~Investments ~~marketable~~with ~~securities~~original ~~consist~~maturities ofover ~~high-quality~~ninety ~~debt securities~~days ~~with~~and remaining maturities ~~beyond~~less 90than one ~~days~~year atare ~~the~~considered ~~date~~short-term ofinvestments ~~acquisition,~~and ~~which~~investments ~~mature~~with ~~within~~remaining maturities greater than one year orare ~~less.~~considered ~~Our~~ long-term investments. ~~consist~~As of ~~high-quality~~March 28, ~~debt~~2009 ~~securities~~SiRF’s ~~with~~cash ~~maturities~~equivalents ~~beyond~~and ~~one year. Our~~ investments are ~~considered~~principally tocomprised beof ~~available~~high-~~for-sale.~~quality Wecommercial dopaper, ~~not~~obligations ~~believe~~of ~~that~~the anUnited ~~immediate~~States ~~10%~~government ~~increase~~sponsored inenterprises ~~interest~~and ~~rates~~money ~~would~~market ~~have~~accounts. aSiRF ~~material~~has ~~effect~~analyzed ~~on the fair market value of~~ our ~~portfolio~~interest ~~primarily~~rate ~~due~~exposure to assess the ~~short~~impact ~~term~~of ~~nature~~hypothetical ofchanges ~~our~~in ~~investment~~interest ~~portfolio~~rates. ~~Since~~SiRF wedoes not believe ~~we have~~a ~~the~~hypothetical ~~ability~~10% todecrease ~~liquidate~~or ~~this~~increase ~~portfolio,~~in weinterest dorates ~~not~~from ~~expect~~the ~~our~~March 28, ~~operating~~2009 ~~results~~period orend ~~cash~~rates ~~flows~~would tohave bea ~~materially~~material ~~impacted~~effect byon the ~~effect~~fair ofmarket avalue ~~sudden~~of ~~change~~our inportfolio, ~~market~~our ~~interest~~results ~~rates~~of onoperations ~~our~~or ~~investment~~cash ~~portfolio~~flows.

Foreign Currency Exchange Risk

~~Our~~SiRF’s exposure to adverse movements in foreign currency exchange rates is primarily related to ~~our~~its subsidiaries’ operating expenses, primarily in ~~the~~Belgium, ~~United~~China, ~~Kingdom~~Germany, ~~Japan~~India, ~~Taiwan~~Japan, ~~India~~Korea, ~~Sweden~~Singapore, ~~China~~Taiwan and ~~Singapore,~~United Kingdom, denominated in the respective local currency. ASiRF ~~hypothetical~~does ~~change~~not ofbelieve a hypothetical 10% decrease or increase in foreign currency exchange rates would ~~not~~ have a material impact on ~~our~~its consolidated financial statements or results of operations. All of ~~our~~ its sales are transacted in ~~U.S.~~United States dollars.

Item 4:

Controls and Procedures

(a) Evaluation of disclosure controls and procedures. WeSiRF ~~maintain~~maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, (or the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to ~~our~~its management, including ~~our~~its Interim Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In ~~designing~~ designing and evaluating ~~our~~its disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of ~~the~~ the disclosure controls and procedures are met. ~~Our~~SiRF’s disclosure controls and procedures have been designed to meet reasonable assurance standards. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

37Based on SiRF’s evaluation as of the end of the period covered by this quarterly report on Form 10-Q, its Interim Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, its disclosure controls and procedures were effective at the reasonable assurance level.

(b) Changes in internal control over financial reporting. There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) identified in connection with management’s evaluation during SiRF’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, SiRF’s internal control over financial reporting.

its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on their evaluation as of the end of the period covered by this quarterly report on Form 10-Q, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

(b) Changes in internal control over financial reporting. There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) identified in connection with management’s evaluation during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

WeSiRF may be subject to legal proceedings, as well as demands, claims and threatened litigation that arise in the normal course of ~~our~~its business. ~~During~~SiRF ~~the~~is ~~quarter~~a ~~ended September 30, 2007, we were~~ party to the following material legal ~~proceeding~~proceedings:

On December 15, 2006, ~~our~~SiRF’s subsidiary, SiRF Technology, ~~Inc.,~~ filed a patent infringement complaint against Global Locate, Inc. and its United ~~States~~ States distributor, SBCG, Inc. d/b/a Innovation Sales Southern California, in the United States District Court for the Central District of California. The complaint ~~alleges~~alleged infringement by Global Locate and SBCG of four patents assigned to SiRF ~~Technology,~~ ~~Inc.~~Technology and ~~seeks~~sought both monetary damages and an injunction to prevent further infringement. On January 8, 2007, Global Locate answered the aforementioned complaint and filed counterclaims alleging infringement by SiRF Technology, ~~Inc.~~ of four patents and ~~seeking~~sought monetary damages and an injunction to prevent further alleged infringement. On January 30, 2007, Global Locate filed an amended answer with additional counterclaims alleging violations by SiRF Technology, ~~Inc.~~ of the Sherman Antitrust Act and of the California Business and Professions Code. On ~~June~~October 73, 2007, the District Court stayed ~~certain~~both ofparties’ ~~the~~ claims and counterclaims in their entirety pending resolution of the two United States International Trade Commission, or ITC, investigations described below.

Furthermore, on February 8, 2007, SiRF Technology, ~~Inc.~~ filed a complaint under Section 337 of the Tariff Act of 1930, as amended, in the ITC, requesting that the ITC commence an investigation into the unlawful sale for importation into the United States, importation into the United States, and/or sale within the United States after importation , of certain GPS chips or ~~chipsets~~chip sets, associated software, and systems made for or by or sold by or for Global Locate, and products containing the same. As a result, on March 8, 2007, the ITC instituted an action entitled “In the Matter of Certain GPS Chips, Associated Software and Systems, and Products Containing Same,” ITC Investigation No. 337-TA-596. During the third quarter of 2007, Global Locate was acquired by Broadcom Corporation. Broadcom subsequently was added as an additional respondent to the investigation. A hearing was held from March 13, 2008 through March 19, 2008, and the Administrative Law Judge’s, or ALJ’s, Final Initial and Recommended Determination, or ID, was filed June 13, 2008. The ID upheld the validity of SiRF’s U.S. Patent No. 6,304,216, but found Broadcom did not infringe the patent. The ID further found SiRF’s U.S. Patent No. 7,043,363 invalid and not infringed. On June 27, 2008, the parties submitted to the ITC Petitions for Review of the ID. On August 14, 2008, a Notice of Commission Decision Not to Review a Final Determination Finding No Violation of Section 337 was issued, whereby the ITC determined not to review the ID. On October 13, 2008, SiRF Technology filed a Notice of Appeal with the United States Court of Appeals for the Federal Circuit, appealing the ITC’s decision and all underlying orders, rulings, and findings, including the ID. On March 24, 2009, SiRF Technology filed an uncontested request to withdraw the appeal, and, on March 25, 2009, the Federal Circuit granted SiRF Technology’s request and ordered the appeal withdrawn.

~~Finally~~Also, on April 2, 2007, Global Locate filed a complaint under Section 337, requesting that the ITC commence an investigation, or the Investigation, of certain GPS devices and products made for, or by, ~~and/~~or sold by or for SiRF Technology and the customers named in the investigation, ~~Inc~~E-TEN Information Systems Co., ~~and~~Ltd., ~~four~~Mio ofTechnology ~~its~~Ltd, ~~customers~~USA, MiTAC International Corp. and Pharos Science & Applications, Inc., or the Named Respondents. As a result, on ~~April 30~~May 7, 2007, the ITC instituted an action titled “In the Matter of Certain GPS Devices and Products Containing Same,” ITC Investigation No. 337-TA-602. Upon ~~The~~its ~~Company~~acquisition ~~intends~~of toGlobal ~~defend~~Locate, ~~the~~Broadcom ~~lawsuits~~was ~~vigorously~~subsequently ~~and~~added ~~enforce~~as ~~the~~an ~~use~~additional ofcomplainant ~~its intellectual property only~~ to ~~those~~the ~~authorized to do so~~Investigation. ~~During~~The ~~the~~ITC ~~third quarter~~hearing ofcommenced ~~2007~~on April 28, ~~Global~~2008 ~~Locate~~and ~~was~~ended ~~acquired~~on byMay 13, ~~Broadcom Corporation~~2008.

~~The~~On ~~outcome~~August 8, 2008, the ALJ issued a Notice regarding the Initial Determination in this matter. This Notice contained determinations that all six of the ~~any~~asserted ~~litigation~~Broadcom ispatents ~~uncertain~~(1) had an existing domestic industry, (2) were valid, and ~~either~~(3) were ~~favorable~~infringed orby certain of SiRF Technology’s products. On August 22, 2008, the ALJ issued a Recommended Determination on Remedy ~~unfavorable~~and ~~outcomes~~Bonding ~~could~~in ~~have~~this matter, which recommended to the ITC that, if a ~~material~~violation ~~impact.~~of ~~Regardless~~Section 337 has occurred (1) those of SiRF Technology’s products that are accused products in the ~~outcome~~Investigation, ~~litigation~~if found to infringe a patent at issue in the Investigation, should be excluded from the United States, (2) a Limited Exclusion Order should be issued prohibiting the importation into the United States of products containing any of such SiRF Technology’s products (i.e., “downstream” products) that may be ~~time-consuming~~found to infringe, and ~~expensive~~(3) Cease and ~~could~~Desist ~~divert~~Orders ~~management~~should be issued prohibiting SiRF Technology and the domestic Named Respondents from importing or selling in the United States those of SiRF Technology’s ~~attention~~products ~~from~~that ~~our~~may ~~business~~be found to infringe any asserted patent. On August 25, 2008, SiRF Technology filed a Petition to Review the Initial Determination with the ITC. In addition to SiRF Technology’s Petition, the ITC’s Office of Unfair Import Investigations also independently filed a Petition for Review of the Initial Determination.

~~Item~~On 1AOctober 9, 2008, the ITC issued a Notice indicating that it had determined to review in part the Initial Determination. ~~Risk~~Specifically, ~~Factors~~the ITC determined to review (1) the ALJ’s finding that Global Locate has standing to assert U.S. Patent No. 6,606,346, a patent that was asserted by Global Locate against a low-volume SiRF Technology hardware product that does not impact SiRFstarII, SiRFstarIII or SoC portfolio; (2) the ALJ’s finding that SiRF Technology directly infringes claim 1 of U.S. Patent No. 6,704,651 (asserted against certain SiRF Technology software) through its commercial activities; and (3) the ALJ’s finding that SiRF Technology directly infringes claim 1 of U.S. Patent No. 6,651,000 (also asserted against certain

In evaluating SiRF Technology Holdings, Inc. and our business, you should carefully consider the following factors in addition to the other information in this Quarterly Report on Form 10-Q. Any one of the following risks could seriously harm our business, financial condition, and results of operations, causing the price of our stock to decline. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations.

Because many companies sell in the market for location technology products, we must compete successfully to sustain or gain market share.

The market for our products is highly competitive and rapidly evolving. We are seeing increased competition throughout the market for location technology products. This increased competition will likely result in price reductions, reduced margins or loss of market share. We may be unable to compete successfully against current or future competitors. Some of our customers are also competitors of ours. Within each of our markets, we face competition from public and private companies, as well as our customers’ in-house design efforts. For chip sets, our main competitors include QUALCOMM, Infineon, Sony, STMicroelectronics, Texas Instruments, MediaTek, Global Locate, which was acquired by Broadcom Corporation during the second quarter of 2007, Atmel, u-blox, u-Nav and Trimble. Some large semiconductor companies may acquire private GPS companies to gain access to their technology and become serious competitors to us in a short time. For modules based on our products, the main competitors are Furuno, JRC, Sony, u-blox and Trimble. For licensed IP cores, our competitors include QUALCOMM, Ceva and several private companies. Licensees of intellectual property from our competitors may also compete against us. We also compete against suppliers of software-based GPS solutions including NXP, RFMD and Cambridge Silicon Radio. We expect new competitors to enter the commercial market for GPS semiconductors as demand for GPS systems continues to grow. With this increase in demand of GPS-based products, some products may be manufactured with lower quality GPS semiconductors, which may cause further price reductions in the market.

In the wireless market, we also compete against products based on alternative location technologies that do not rely on GPS, such as wireless infrastructure-based systems. These systems are based on technologies that compute a caller’s location by measuring the differences of signals between individual base stations. If these technologies become more widely adopted, market acceptance of our products may decline. Competitors in these areas include Andrew, Cambridge Silicon Radio, Polaris and TruePosition. Further, alternative satellite-based navigation systems such as Galileo, which is being developed by European governments, may reduce the demand for GPS-based applications or cause customers to postpone decisions on whether to integrate GPS capabilities into their products.

Many of our competitors have significantly greater financial, technical, manufacturing, marketing, sales and other resources than we do and many of our private competitors raised additional financing. We also believe that our success depends on our ability to establish and maintain relationships with established system providers and industry leaders. For example, we recently announced that our SiRFstarIII architecture will provide GPS-based location awareness for products based on the Intel Ultra Mobile Platform; however, this relationship is not exclusive. Our failure to establish and maintain these relationships, or any interference with these relationships by our competitors, could harm our ability to penetrate emerging markets.

We are entering into new markets that are highly competitive with well established competitors.

As a result of some of our recent acquisitions, we are entering into more complex market areas and we may need to invest a significant amount of resources to compete successfully. These new market areas are highly competitive and have put increased pricing pressures on our products. For example, in both the Bluetooth and mobile TV space there is a range of well established semiconductor companies, including CSR, Broadcom, Texas Instruments, STMicroelectronics, MediaTek and Marvell in the Bluetooth space, Texas Instruments in the mobile TV space and Qualcomm in the mobile TV space and wireless space, as well as start-ups that have established a market presence. As a new entrant into these markets, we believe that our success depends on our ability to establish relationships with leading customers and, with regard to the mobile TV space and wireless space, with operators and infrastructure providers as well. Our failure to do so could harm our ability to successfully compete in these new markets and could adversely affect our operating results.

If we do not timely deliver new products or if these products do not achieve market acceptance, our reputation may suffer and our net revenue may decline.

Our ability to develop and deliver new products successfully will depend on various factors, including our ability to:

• accurately predict market requirements and evolving industry standards for the high-volume GPS-based applications industry;

• anticipate changes in technology standards, such as mobile TV and other wireless technologies;

• develop and introduce new products that meet market needs in a timely manner; and

• attract and retain engineering and marketing personnel.

If we do not timely deliver new products or if these products do not achieve market acceptance, our reputation may suffer, the variability of our revenue may increase and our net revenue, earnings and stock price may decline. For example, in 2005 we launched a range of new products based on both SiRFstarII and SiRFstarIII architectures and in 2006 we launched the following new products: SiRFstarIII GSC3LT, GSCi-5000, and SiRFInstantFix. During the first nine months of 2007, we also introduced the SiRFstarIII GSD3t and SiRFDiRect. While some of the product lines based on our SiRFstarIII architecture are now in high-volume production, others are still in prototype or sampling stages. If these or other products we introduce do not achieve market acceptance in a timely manner, our business could suffer.

We intend to evaluate acquisitions or investments in complementary technologies and businesses, and we may not realize the anticipated benefits of these acquisitions or investments.

As part of our business strategy, we plan to evaluate acquisitions of, or investments in, complementary technologies and businesses. For example, in 2006, we acquired TrueSpan Incorporated, a development-stage technology company with significant communications systems expertise. Also in August 2007, we acquired Centrality Communications Inc., a privately-held developer of navigation processor solutions for mobile navigation systems, which is the largest acquisition completed by SiRF to date.

We may be unable to identify suitable acquisition candidates or investment opportunities in the future or be able to make these acquisitions or investments on a commercially reasonable basis, or at all. If we are unable to identify and successfully complete suitable acquisitions or investments, we may be required to expand our internal research and development efforts, which could harm our competitive position or result in negative market perception. Any future acquisitions and investments would have several risks, including:

• our inability to successfully integrate acquired technologies, product lines or operations;

• diversion of management’s attention;

• potentially dilutive issuances of equity securities or the incurrence of debt or contingent liabilities;

• expenses related to amortization of intangible assets;

• potential write-offs of acquired assets;

• risk of project delays;

• failure to achieve projected results of the acquisition;

• loss of key employees of acquired businesses; and

• our inability to recover the costs of acquisitions or investments.

We may not realize the anticipated benefits of any acquisition or investment. We may not be successful in our integration efforts or in our joint product development efforts.

Our operating results depend significantly on sales of our SiRFstarIII product line and our ability to develop and achieve market acceptance of new GPS products.

We currently derive most of our revenue from sales of our SiRFstarIII product line. If we fail to develop or achieve market acceptance of new GPS products or other multifunction products, we will continue to depend on sales of our SiRFstarIII product line, which have declining average selling prices over time. Any decline in sales of our SiRFstarIII product line or decreases in average selling prices could adversely affect our net revenue and operating results.

Our operating results will depend significantly on sales of our products in the wireless market.

We expect to derive a significant portion of future revenue from sales of our products within the wireless market. Our success will depend on the growth of this emerging market. If the wireless market does not achieve the growth we expect, the growth and success of our business could be limited. In addition, if we do not timely deliver new wireless-based products or if these products do not achieve market acceptance our net revenue and operating results may not increase as anticipated or may decline.

Our products are becoming more complex and defects in our products could result in a decrease in customers and revenue, unexpected expenses and loss of market share.

Our products are complex and must meet stringent quality requirements. With some of our recent acquisitions we are expanding into even more complex technologies that may require a significant investment of resources to be successful. Products as complex as ours may contain undetected errors or defects, especially when first introduced or when new versions are released. For example, our products may contain errors, which are not detected until after they are shipped because we cannot test for all possible scenarios. In addition, errors or defects in our server software could cause our customers to experience a loss of network service effecting end-users. As our products become more complex, we face significantly higher research and development risks and risk of undetected defects. In addition, as our components become more complex we may be limited in the number of products that can utilize these components. Any errors or defects in our products, or the perception that there may be errors or defects in our products, could result in customers’ rejection of our products, damage to our reputation, a decline in our stock price, lost revenue, diverted development resources and increased customer service and support costs and warranty claims.

We are in the process of implementing a new enterprise resource planning, or ERP, system to manage our worldwide financial, accounting and operations reporting.

We are preparing for the implementation of a new ERP system in order to improve our ability to report information accurately, reduce our reliance on manual processing and enhance our ability to respond to market developments more quickly. We believe we are taking appropriate measures to ensure the successfully implement the ERP system in a timely manner, including, but not limited to, hiring qualified consultants and performing extensive testing. However, implementations of this scope have inherent risks that could lead to a disruption in our financial, accounting and operations reporting as well as the inability to obtain access to key financial data. If we encounter problems with the implementation, we may be unable to accurately report our financial performance on a timely basis, which would aversely affect our business and our stock price could decline.

SiRF Technology software) through its commercial activities. Since the date of the initial determination and before the final determination, SiRF Technology released new versions of its software. The ~~market~~ITC ~~for~~determined ~~GPS-based~~not ~~location~~to ~~awareness~~review ~~capabilities~~the inremaining ~~high-volume~~issues ~~consumer~~presented by SiRF Technology and ~~commercial~~by the Office of Unfair Import Investigations in their respective Petitions for Review, including issues related to the ~~applications~~ALJ’s isfinding ~~emerging~~of infringement of U.S. Patent Nos. 6,417,801, 6,937,187, and if7,158,080 ~~this~~(each ~~market~~of ~~does~~which was also asserted against certain SiRF Technology software); the ALJ had found that each of those patents was infringed by SiRF Technology’s commercial activities. With respect to the scope of remedy, the United States Court of Appeals for the Federal Circuit on October 14, 2008 in Kyocera Wireless Corp. v. ITC held that the ITC has no statutory authority to issue a Limited Exclusion Order against downstream products of parties who are not ~~develop~~named as ~~quickly~~respondents in an ITC case. The vast majority of SiRF Technology’s customers were not named as werespondents ~~expect~~in Broadcom’s ITC case against SiRF Technology. In view of Kyocera Wireless Corp. v. ITC, and because the ~~growth~~ALJ had not yet issued a public version of the Recommended Determination on Remedy and ~~success~~Bonding, on October 21, 2008, the ITC extended the deadline for submissions on remedy, the public interest, and bonding until October 27, 2008 and extended the target date of ~~our~~the ~~business~~Investigation ~~will~~by be30 ~~limited~~days, until January 8, 2009.

The ~~market~~ITC ~~for~~issued ~~GPS-based~~its ~~location~~Final ~~awareness~~Determination ~~technology~~on inJanuary 15, ~~high-volume~~2009. ~~consumer~~The ~~and~~ITC ~~commercial~~modified ~~applications~~certain isof ~~new~~the ~~and~~ALJ’s ~~its~~findings, ~~potential~~but isdetermined ~~uncertain.~~on ~~Many~~the basis of ~~these~~its ~~GPS-based~~modified ~~applications~~findings ~~have~~that ~~not~~Global ~~been~~Locate ~~commercially~~has standing to assert U.S. ~~introduced~~Patent orNo. 6,606,346 ~~have~~and ~~not~~that ~~achieved~~SiRF ~~widespread~~Technology ~~acceptance~~directly infringes U.S. ~~Our~~Patent ~~success~~No. 6,704,651 ~~depends~~and onU.S. ~~the~~Patent ~~rapid~~No. 6,651,000 ~~development~~through ofits ~~this~~commercial ~~market~~activities. WeThe ~~cannot~~ITC ~~predict~~issued ~~the~~a ~~growth~~Limited ~~rate,~~Exclusion ifOrder ~~any,~~against ofthe ~~this~~Named ~~market~~Respondents. The ITC ~~development~~also ofissued ~~this~~Cease ~~market~~and ~~depends~~Desist onOrders ~~several~~against ~~factors~~SiRF Technology and the domestic Named Respondents. In light of Kyocera Wireless, ~~including government~~the ~~mandates~~ITC ~~such~~determined asto ~~E911~~limit ~~mandate~~the inscope of the ~~United~~Limited ~~States~~Exclusion ~~and~~Order ~~E110~~to ~~mandate~~products inthat ~~Japan~~are manufactured abroad or imported by, ~~the~~or ~~development~~on behalf of, ~~location~~the ~~awareness~~Named ~~infrastructure~~Respondents and that are covered by ~~wireless~~the ~~network~~asserted ~~operators~~patent claims, and the ~~availability~~ITC denied Global Locate’s request to extend the Exclusion Order to “downstream” articles of ~~location~~non-~~aware~~respondents ~~content~~that incorporate ~~and~~such ~~services~~covered products. The ~~failure~~Limited Exclusion Order prohibits SiRF Technology from the unlicensed entry of the ~~market~~infringing ~~for~~products ~~high-volume~~into ~~consumer~~the United States by or on behalf of SiRF or the Named Respondents. The ITC issued Cease and ~~commercial~~Desist Orders ~~GPS-based~~prohibiting ~~applications~~SiRF toand ~~develop~~the domestic Named Respondents from importing or selling in athe ~~timely~~United ~~manner~~States ~~would~~any ~~limit~~of SiRF Technology’s products that may be found to infringe any asserted patent. In 2008, the ~~growth~~Named ~~and~~Respondents ~~success~~collectively represented approximately 7% of ~~our~~SiRF’s ~~business~~net revenues. In the first quarter of 2009, the Named Respondents collectively represented approximately 2% of SiRF’s net revenues.

~~Our~~The ~~success~~Limited ~~depends~~Exclusion ~~upon~~Order ~~our~~and ~~customers’~~the ~~ability~~Cease and Desist Orders, together the Orders, provided that, subject to ~~successfully~~posting ~~sell~~a ~~their~~bond in the amount of 100% of the imported value per unit for covered products, ~~incorporating~~SiRF ~~our~~Technology ~~technology~~could continue any conduct prohibited by the Orders during the 60-day Presidential review period during which the ITC’s determination is subject to review by the United States Trade Representative as delegated by the President of the United States. The President, acting through the United States Trade Representative, did not find any compelling circumstances to disapprove the Orders and the 60-day Presidential review period therefore expired on March 16, 2009. SiRF Technology subsequently filed a Notice of Appeal in the United States Court of Appeals for the Federal Circuit seeking review of the ITC’s orders and determinations in this Investigation.

~~Even~~On ifMay 14, 2008, Broadcom filed a ~~customer~~patent ~~selects~~infringement ~~our~~complaint ~~technology~~against SiRF Technology in the United States District Court for the Central District of California. The complaint alleges infringement of four patents purportedly assigned to ~~incorporate~~Broadcom ~~into~~and ~~its~~seeks ~~product~~both monetary damages and an injunction. On June 4, 2008, SiRF Technology answered the ~~customer~~aforementioned ~~may~~complaint ~~not~~and filed ~~ultimately~~counterclaims ~~market~~seeking declaratory judgment of non-infringement and ~~sell~~invalidity ~~its~~of ~~product~~all ~~successfully~~four patents. AIn ~~cancellation~~addition, SiRF Technology has filed with the U.S. Patent and Trademark Office, or ~~change~~the Patent Office, a Request for Ex-Parte Reexamination of each of the four patents, or the Reexamination Requests. Through SiRF Technology’s Reexamination Requests, and in ~~plans~~SiRF Technology’s view of what are substantial new questions of patentability raised by aprior ~~customer~~art that SiRF Technology believes may not have been previously considered in full by the Patent Office, ~~whether~~SiRF ~~from~~Technology ~~lack~~ has sought review and invalidation of ~~market~~all ~~acceptance,~~four ~~such~~of asthe Broadcom patents-in-suit. The Patent Office granted each of SiRF Technology’s requests for reexamination with respect to the ~~wireless~~four ~~space~~patents and has ordered their reexamination. In a preliminary Office Action dated March 5, 2009, the Patent Office rejected all 33 claims of ~~its~~one ~~products~~of orthe ~~otherwise~~four patents. On September 15, 2008, ~~could~~the ~~cause~~Honorable usJames V. Selna denied SiRF Technology’s motion to ~~lose~~stay ~~sales~~proceedings ~~that~~in wethe ~~had~~district ~~anticipated.~~court ~~Also~~action pending the outcome of reexamination, ~~our~~without ~~business~~prejudice to any subsequent motion to stay proceedings. The case has been scheduled for trial in November 2010. This litigation is in its early stages and, ~~operating~~based ~~results~~on ~~could~~SiRF’s ~~suffer~~analysis ifof the facts of the case to date, SiRF believes the likelihood that a ~~significant~~loss ~~customer~~may ~~reduces~~have orbeen ~~delays~~incurred ~~orders~~is ~~during our~~remote. ~~sales~~No ~~cycle~~assurance orcan ~~chooses~~be made that Broadcom will not seek to ~~release~~commence ~~products~~additional litigation against SiRF Technology, or that ~~contain~~the ~~our~~pending ~~technology~~litigation with Broadcom will not have a material adverse effect on its business.

~~Our~~In ~~future~~February ~~success~~2008, ~~depends~~multiple onputative ~~building~~class ~~relationships~~action lawsuits were filed in the United States District Court for the Northern District of California against ~~with~~SiRF ~~customers~~and ~~that~~certain ~~are~~of ~~market~~its ~~leaders~~officers and directors. IfThese wecomplaints ~~cannot~~allege ~~establish~~that ~~these~~SiRF, ~~relationships~~and orcertain ifof ~~these~~its ~~customers~~officers ~~develop~~and ~~their~~directors, ~~own~~made ~~systems~~misleading statements and/or ~~adopt~~omissions ~~competitors’~~relating ~~products~~to ~~instead~~its business and operating results in violation of ~~buying~~the ~~our~~federal securities ~~products~~laws. These cases have been consolidated and a consolidated amended complaint was filed on July 28, ~~our~~2008. ~~business~~On ~~may~~September 26, ~~not~~2008, ~~succeed~~SiRF filed a motion to dismiss all claims asserted in the consolidated amended complaint. The motion has been fully briefed.

We intend to continue to pursue customers who are leaders in our target markets. We may not succeed in establishing these relationships because these companies may develop their own systems or adopt one of our competitors’ products. These relationships often require us to develop new premium software that involves significant technological challenges. These types of customers also frequently place considerable pressure on us to meet their tight development schedules. We may have to devote a substantial amount of our limited resources to these relationships, which could detract from or delay our completion of other important development projects. Delays in development of these projects could impair our relationships with other customers and could negatively impact sales of products under development.

Some of our customers could become our competitors.

Many of our customers are also large integrated circuit suppliers and some of our large customers already have GPS expertise in-house. These large customers have longer operating histories, significantly greater resources and name recognition, and a larger base of customers than we do. The process of licensing our technology to and support of such customers entails the transfer of technology that may enable them to become a source of competition to us, despite our efforts to protect our intellectual property rights. We cannot sell to some customers who compete with us. In addition, we compete with divisions within some of our customers. For example, STMicroelectronics, a customer of ours, has internally developed a GPS solution for the automotive market in which we compete. Further, each new design by a customer presents a competitive situation. In the past, we have lost design wins to divisions within our customers and this may occur again in the future. We cannot assure you that these customers will not continue to compete with us, that they will continue to be our customers or that they will continue to license products from us at the same volumes. Competition could increase pressure on us to lower our prices and could negatively impact our profit margins.

We have relied, and expect to continue to rely, on a limited number of customers for a significant portion of our net revenue, and our net revenue could decline due to the delay or loss of significant customer orders.

We expect that a small number of customers may constitute a significant portion of our net revenue for the foreseeable future. In the third quarter of 2007, we had two customers that each accounted for 10% or more of our net revenue, and which collectively accounted for approximately 49% of our net revenue. In the first nine months of 2007, we had three customers that each accounted for 10% or more of our net revenue, and which collectively accounted for approximately 59% or more of our net revenue. If we fail to successfully sell our products to one or more of our significant customers in any particular period, or if a large customer purchases fewer of our products, defers orders or fails to place additional orders with us, our net revenue could decline, and our operating results may not meet market expectations. In addition, we design some of our products to incorporate customer specifications. If our customers purchase fewer products than anticipated or if we lose a customer, we may not be able to sell these products to other customers, which would result in excess inventory and could negatively impact our operating results.

~~The~~Also ~~average~~in ~~selling~~February ~~prices~~2008, oftwo ~~products~~shareholder derivative lawsuits were filed in ~~our~~the ~~markets~~Superior ~~have~~Court ~~historically~~of ~~decreased~~the ~~rapidly~~State of California, for Santa Clara County, against certain of SiRF’s officers and ~~will likely~~directors. doThese socomplaints inallege ~~the~~breach ~~future~~of fiduciary duties, ~~which~~waste ~~could~~of ~~harm~~corporate ~~our~~assets, ~~revenue~~unjust enrichment and ~~gross~~violations ~~profits~~of the California Corporations Code. These cases have been consolidated, and an amended complaint was filed on November 18, 2008. On January 21, 2009, the parties submitted a stipulation to the court adjourning the defendents’ response to the derivative complaint pending resolution of SiRF’s motion to dismiss the securities litigation pending in the Northern District of California.

AsOn isFebruary 13, 2009, ~~typical~~a incomplaint ~~the~~regarding ~~semiconductor~~a ~~industry~~purported class action lawsuit, Diaz v. Banatao, et al., was filed in the ~~average~~ ~~selling~~Superior ~~price~~Court of aCalifornia, ~~product~~Santa ~~historically~~Clara ~~declines~~County, ~~significantly~~against ~~over~~SiRF ~~the~~and ~~life~~SiRF’s Board of ~~the~~Directors ~~product.~~in Inconnection ~~addition~~with SiRF’s Agreement and Plan of Merger, or the ~~products~~Merger weAgreement, ~~develop~~with CSR, plc., or CSR, and ~~sell~~Shannon ~~are~~Acquisition ~~used~~Sub, ~~for~~Inc., ~~high-volume~~or ~~applications~~Shannon. InPursuant to the ~~past,~~Merger weAgreement ~~have~~and ~~reduced~~subject to the ~~average~~conditions ~~selling~~set ~~prices~~forth oftherein, ~~our~~Shannon will merge with and into SiRF with SiRF ~~products~~surviving inas ~~anticipation~~a wholly-owned subsidiary of ~~future~~CSR, ~~competitive~~or ~~pricing~~the ~~pressures~~Merger. The complaint alleges, ~~new~~among ~~product~~other ~~introductions~~things, bythat us(1) SiRF’s orBoard ~~our~~of ~~competitors~~Directors violated its fiduciary duties to SiRF’s stockholders by approving the Merger and ~~other~~certain ~~factors~~terms set forth in Section 5.4 Weof ~~expect~~the ~~that~~Merger weAgreement ~~will~~related ~~have~~to SiRF’s ability to ~~similarly~~solicit, ~~reduce~~consider ~~prices~~or inaccept ~~the~~alternative ~~future~~proposals, ~~for~~(2) SiRF ~~mature~~aided ~~products.~~and ~~Reductions~~abetted inits ~~our~~Board of Directors’ alleged breach of fiduciary duty and (3) the ~~average~~Merger ~~selling~~Consideration ~~prices~~is unfair for reasons including, but not limited to, ~~one~~a ~~customer~~temporarily ~~could~~low ~~also~~stock ~~impact~~price ~~our~~and ~~average~~that ~~selling~~the ~~prices~~book tovalue ~~all~~of ~~customers~~a share of stock allegedly exceeds the Merger Consideration per share. AThe ~~decline~~complaint inseeks, ~~average~~among ~~selling~~other ~~prices~~things, ~~would~~an injunction ~~harm~~prohibiting ~~our~~SiRF ~~gross~~and ~~margins.~~CSR ~~Our~~from ~~financial~~consummating ~~results~~the ~~could~~Merger, ~~suffer~~rescission of the Merger if wethe ~~are~~Merger ~~unable~~is consummated prior to ~~offset~~the ~~any~~entry ~~reductions~~of ~~in our~~final ~~average~~judgment ~~selling~~by ~~prices~~the court, an accounting by ~~increasing~~the ~~our~~defendants ~~sales~~to ~~volumes,~~the ~~reducing~~plaintiffs ~~our~~for ~~costs,~~all ~~adding~~damages ~~new~~caused ~~features~~by them toand ~~our~~an ~~existing~~accounting ~~products~~for orall ~~developing~~profits ~~new~~and orany ~~enhanced~~special ~~products~~benefits onobtained by the defendants as a ~~timely~~result ~~basis~~of ~~with~~any ~~higher~~breach ~~selling~~of ~~prices~~fiduciary orduty ~~gross~~and ~~margins~~attorneys’ fees and expenses. SiRF intends to vigorously defend against the lawsuit.

~~Two~~On February 20, 2009, a complaint regarding a purported class action lawsuit, Reich v. SiRF Technology Holdings, Inc. et al., was filed in the Superior Court of ~~our~~California, ~~distributors~~Santa ~~accounted~~Clara ~~for~~County, ~~approximately~~against ~~50%~~SiRF and SiRF’s Board of ~~our~~Directors ~~net~~in ~~revenue~~connection with the Merger Agreement. The complaint alleges that, in approving the Merger, SiRF’s Board of Directors breached their fiduciary duties of loyalty, good faith, due care and ~~our~~disclosure ~~reliance~~by, onamong ~~third-party~~other ~~distributors~~things, ~~subjects~~(i) agreeing usto sell SiRF without first taking steps to ~~risks~~ensure that SiRF’s stockholders would obtain adequate, fair, and maximum consideration under ~~could~~the ~~negatively~~circumstances ~~impact~~and ~~our~~(ii) engineering ~~business~~the Merger to benefit themselves and/or CSR without regard for SiRF’s stockholders. The complaint further alleges that SiRF aided and abetted SiRF’s Board of Directors’ breaches of fiduciary duty. The complaint seeks, among other things, to enjoin the Merger, to compel SiRF’s Board of Directors to properly exercise their fiduciary duties to SiRF’s stockholders, to impose a constructive trust, in favor of the plaintiffs, upon any benefits improperly received by SiRF’s Board of Directors as a result of their wrongful conduct and to award the plaintiffs the costs and disbursements of the class action, including reasonable attorneys’ and experts’ fees. SiRF intends to vigorously defend against the lawsuit.

WeOn ~~market~~February 27, ~~and~~2009, ~~sell~~plaintiffs ~~our~~in ~~products~~the ~~directly~~above-referenced derivative ~~and~~litigation ~~through~~filed ~~third-party~~an ~~distributors~~amended, ~~pursuant~~consolidated ~~to agreements~~complaint, ~~that~~which ~~can~~added ~~generally~~a bepurported ~~terminated~~class ~~for~~action ~~convenience~~claim byagainst ~~either~~SiRF ~~party~~and ~~upon~~SiRF’s ~~prior~~Board ~~notice~~of toDirectors in connection with the ~~other~~Merger ~~party~~Agreement. ~~These~~The ~~agreements~~class ~~are~~action ~~non-exclusive~~allegations ~~and~~asserted ~~permit~~in ~~our~~the consolidated ~~distributors~~amended complaint are substantially similar to ~~offer~~the ~~our~~allegations ~~competitors’~~set ~~products.~~forth Inin ~~addition,~~the ~~our~~Diaz ~~third-party distributors~~and ~~have~~Reich ~~been~~actions, aalthough ~~significant~~the ~~factor~~class action allegations asserted in ~~our~~the ~~ability~~consolidated toamended ~~increase~~complaint ~~sales~~contain ofthe ~~our~~additional ~~products.~~allegation that InSiRF entered into the ~~third~~Merger ~~quarter~~Agreement ~~and~~for ~~first~~the ~~nine~~purpose ~~months~~of ~~ended~~evading ~~September 30,~~alleged ~~2007,~~liability ~~two~~relating ofto ~~our~~the ~~distributors~~derivative ~~accounted~~claims. ~~for~~Plaintiffs ~~approximately~~also ~~45%~~seek ~~and~~to ~~47%,~~compel ~~respectively,~~certain ofchanges in SiRF’s corporate governance. SiRF intends to vigorously defend against ~~our~~these ~~net~~class ~~revenues,~~action ~~respectively~~claims. ~~Accordingly~~On March 27, we2009, ~~are~~the ~~dependent~~court onordered ~~our~~the ~~distributors~~Diaz toand ~~supplement~~Reich ~~our~~actions ~~direct~~consolidated ~~marketing~~with the shareholder derivative lawsuit, and ~~sales~~affirmed ~~efforts.~~its Ifprior aappointment ~~significant~~of ~~distributor~~co-lead ~~terminated~~plaintiffs’ ~~its~~counsel ~~relationship~~in ~~with~~the usconsolidated oraction. The ~~decided~~court further directed plaintiffs to ~~market~~submit ~~our~~a ~~competitors’ products~~second ~~over~~amended ~~our~~consolidated ~~products,~~complaint ~~this~~within ~~could~~45 ~~have~~days anof ~~adverse~~its ~~impact~~order onof ~~our~~consolidation. ~~ability~~Other tosimilar ~~bring~~lawsuits ~~our~~may ~~products~~be tofiled ~~market~~although SiRF is not currently aware of any.

~~Additionally,~~The ~~distributors typically~~outcome ~~maintain~~of anany ~~inventory~~litigation ofis ~~our~~uncertain ~~products~~and either favorable or unfavorable outcomes could have a material impact. InRegardless ~~most~~of ~~instances~~the outcome, litigation ~~our~~may ~~agreements~~be ~~with~~time-consuming ~~distributors~~and ~~protect~~expensive ~~their~~and ~~inventory~~could ofdivert ~~our~~SiRF’s ~~products~~management’s ~~against~~attention ~~price~~from ~~reductions~~SiRF’s business. ~~Some~~See ~~agreements~~Item 1A. ~~with~~Risk ~~our~~Factors, ~~distributors~~under ~~also~~Part ~~contain~~II ~~standard~~in ~~stock~~this ~~rotation~~report for further information, specifically the risk ~~provisions~~factor ~~permitting~~titled: ~~limited~~“SiRF ~~levels~~is ofinvolved ~~product~~in ~~returns.~~patent Welitigation ~~defer~~with Broadcom before the ~~gross~~United ~~margins~~States onInternational ~~our~~Trade ~~sales~~Commission toand ~~distributors~~federal court, ~~resulting~~and ~~from~~is ~~both~~subject ~~our~~to ~~deferral~~a oflimited ~~revenue~~exclusion ~~and~~order ~~related~~prohibiting ~~product~~the ~~costs,~~unlicensed ~~until~~entry and sale into the United ~~applicable~~States of certain SiRF products ~~are~~deemed ~~re-sold~~to be infringing on Broadcom patents by or on behalf of SiRF or the ~~distributors. However,~~customers named in the ~~event~~investigation. ofIf ~~decline~~SiRF inis ~~the~~unable ~~price~~to ofobtain ~~our~~approvals ~~products,~~from U.S. Customs for the ~~price~~importation ~~protection~~of ~~rights~~SiRF’s products weor ~~offer~~those toof ~~our~~its ~~distributors~~customers, ~~could~~its ~~adversely~~customer ~~affect~~relationships usmay ~~because~~be ~~our~~harmed ~~revenue~~and the business and ~~product~~results ~~margin~~of ~~would~~operations ~~decline~~may by materially adversely affected.”

InItem ~~some cases, our distributors’ ability to order products may be limited by their credit line or other financial limitations, which could also adversely affect our revenues~~1A. Risk Factors

WeIn ~~have~~evaluating ~~derived~~SiRF aand SiRF’s ~~substantial~~business, ~~majority~~you ofshould ~~our~~carefully ~~net~~consider ~~revenue~~the ~~from~~risks ~~sales~~described below in addition to the ~~automotive,~~cautionary ~~mobile~~statements ~~phone~~ and ~~consumer~~other ~~device~~risks ~~markets~~described elsewhere herein and the other information in this Quarterly Report on Form 10-Q and in SiRF’s other filings with the SEC. IfAny weone ~~fail~~of tothe ~~generate~~following ~~continued~~risks ~~revenue~~could ~~from~~seriously ~~these~~harm ~~markets~~SiRF’s orbusiness, ~~from~~financial ~~additional~~condition, ~~markets~~and results of operations, ~~our~~causing ~~net~~the ~~revenue~~price ~~could~~of SiRF’s stock to decline. Additional risks and uncertainties not presently known to SiRF or that SiRF currently deems immaterial may also impair SiRF’s business operations.

We believe that over 90% of our net revenue during the first nine months of 2007 and 2006 was attributable to products that were eventually incorporated into the automotive, including portable navigation devices, mobile phone and consumer device markets. Consumer spending and the demand for our products in these markets is uncertain and may decline. If we cannot sustain or increase sales of our products in these markets or if we fail to generate revenue from additional markets, our net revenue could decline.

We derive a substantial portion of our revenue from international sales and conduct a significant portion of our business internationally, and economic, political and other risks may harm our international operations and cause our net revenue to decline.

We derived approximately 91% and 86% of our net revenue from international sales in the three months ended September 30, 2007 and 2006, respectively. International sales to the Asia-Pacific region accounted for approximately 84% and 81% of our net revenue in the three months ended September 30, 2007 and 2006, respectively.

We derived approximately 85% and 83% of our net revenue on international sales in the first nine months of 2007 and 2006, respectively. International sales to the Asia-Pacific region accounted for approximately 79% and 76% of our net revenue in the first nine months of 2007 and 2006, respectively. We maintain sales offices in Europe and the Asia-Pacific region and may expand our international operations.

ARisks ~~significant~~related ~~amount~~to ofthe ~~our~~proposed ~~business~~Merger iswith ~~international~~CSR and our products are sold into markets that are very price sensitive. Tariffs and trade restrictions that favor local competition in some countries on our products could significantly impact our business. Any increase in tariffs changes on GPS products in countries where we do business could negatively impact our business. Additional risks we face in conducting business internationally include:

Failure to complete, or delays in completing, the Merger with CSR could materially harm SiRF’s results of operations and reduce the price of SiRF’s stock.

On February 9, 2009, SiRF signed a Merger Agreement with CSR and Shannon pursuant to which CSR offered to acquire each share of SiRF’s common stock for 0.741 of a CSR ordinary share, subject to anti-dilution adjustments. Various approvals are required to consummate the Merger, which is anticipated to close late in the second quarter of 2009. There can be no assurance that the necessary approvals will be obtained, that regulatory approvals will not subject SiRF to additional obligations, or that SiRF will be able to consummate the Merger as currently contemplated under the Merger Agreement within the proposed timeframe, if at all.

In addition, if the market perceives the transaction as unlikely to close, SiRF’s stock price may decline. The occurrence of any of these events individually or in combination could reduce SiRF’s revenue, increase SiRF’s expenses, and harm SiRF’s stock price.

Merging with CSR could materially and adversely impact SiRF, both during the pendency of the Merger and after the closing.

The Merger with CSR could materially impact SiRF. Risks associated with the Merger include the following:

•

The attention of management and SiRF’s employees has been and may continue to be diverted from day-to-day operations;

•

SiRF’s sales may be disrupted by its current and potential customers’ uncertainty over when or if the Merger will be consummated;

•

SiRF’s current and potential customers may decide not to purchase products from SiRF or may defer purchasing decisions indefinitely;

•

SiRF’s ability to attract new employees and retain existing employees may be difficult as a result of the uncertainty about their future roles within SiRF as an acquired business and other uncertainties associated with the Merger;

•

SiRF will remain liable for significant transaction costs, including legal, accounting, financial advisory and other costs relating to the Merger even if the Merger does not occur;

•

Under specified circumstances, SiRF may have to pay CSR a termination fee of $3.66 million;

•

The market price for CSR ordinary shares may be affected by factors different from those affecting the shares of SiRF;

•

CSR may experience difficulties in integrating SiRF’s business with the existing CSR businesses;

•

CSR may not achieve the synergies it has anticipated for the combined company;

•

Failure to complete the Merger will subject SiRF and CSR to financial risks, and could negatively impact the market price of SiRF common stock and CSR ordinary shares;

•

Obtaining required approvals and satisfying closing conditions may delay or prevent completion of the Merger or affect the combined company in an adverse manner;

•

Some of the directors and executive officers of SiRF have interests and arrangements that could have affected their decision to support or approve the Merger;

•

There are differences between the rights of SiRF stockholders and CSR shareholders;

•

The combined company may lose existing customers and fail to attract new customers as a result of the Merger;

•

After the Merger, CSR, as a foreign private issuer, will be subject to different corporate disclosure standards and other rules under the Securities Exchange Act of 1934, which may limit the information available to holders of CSR securities;

•

SiRF and its directors are parties to pending lawsuits seeking unspecified monetary damages and injunctive relief in connection with the Merger;

•

The Merger may be completed even though material adverse changes may result from industry-wide changes and other causes subsequent to the announcement of the Merger Agreement;

•

During the pendency of the Merger, CSR and SiRF may not be able to enter into a merger or business combination with another party at a favorable price because of the restrictions in the Merger Agreement; and

•

Third parties may terminate or alter existing contracts with SiRF.

Provisions of the Merger Agreement may deter alternative business combinations and could impact the price of SiRF’s common stock if the Merger Agreement is terminated in certain circumstances.

The Merger Agreement contains provisions that make it more difficult for SiRF to sell its business to a party other than CSR. These provisions include the general prohibition on SiRF soliciting any acquisition proposal or offer for a competing transaction, and the requirement that SiRF pay a termination fee of $3.66 million if the Merger Agreement is terminated in specified circumstances.

These provisions might discourage a third party with an interest in acquiring all of or a significant part of SiRF from considering or proposing an acquisition, including a proposal that might be more advantageous to SiRF’s stockholders when compared to the terms and conditions of the Merger set forth in the Merger Agreement. Furthermore, the termination fee may result in a potential competing acquirer proposing to pay a lower per share price to acquire SiRF than it might otherwise have proposed to pay to SiRF’s stockholders.

Risks related to SiRF’s Business

Because many companies sell in the market for location technology products, SiRF must compete successfully to sustain or gain market share.

The market for SiRF’s products is highly competitive and rapidly evolving. SiRF is seeing increased competition throughout the market for location technology products. This increased competition has resulted in and will likely to continue to result in price reductions, reduced margins and/or loss of market share. SiRF may be unable to compete successfully against current or future competitors. Some of SiRF’s customers are also its competitors. Within each of SiRF’s markets, it faces competition from public and private companies, as well as its customers’ in-house design efforts. For chip sets, SiRF’s main competitors include Atheros Communications, Atmel, Broadcom, Infineon, MediaTek, QUALCOMM, Sony, ST-Ericcson (the newly formed joint venture between Ericsson Mobile Platforms and ST-NXP Wireless), STMicroelectronics, Texas Instruments, Trimble and u-blox. Some large semiconductor companies may acquire private GPS companies to gain access to their technology and become serious competitors to SiRF in a short time. For modules based on SiRF’s products, the main competitors are Furuno, JRC, Sony, Trimble and u-blox. For licensed IP cores, SiRF’s competitors include Ceva, QUALCOMM and several private companies. Licensees of intellectual property from SiRF’s competitors may also compete against SiRF. SiRF also competes against suppliers of software-based GPS solutions including NXP and others. SiRF expects new competitors to enter the commercial market for GPS semiconductors as demand for GPS systems continues to grow. SiRF anticipates that the increase in demand of GPS-based products will cause further price reductions in the market.

In the wireless market, SiRF also competes against products based on alternative location technologies that do not rely on GPS, such as wireless infrastructure-based systems. These systems are based on technologies that compute a caller’s location by measuring the differences in signals between individual cellular base stations and/or Wi-Fi positioning. If these technologies become more widely adopted, market acceptance of SiRF’s products may decline. Competitors in these areas include Andrew, Polaris and TruePosition. Further, alternative satellite-based navigation systems such as Galileo, which is being developed by European governments, or Glonass, which is managed by the Russian government, may reduce the demand for GPS-based applications or cause customers to postpone decisions on whether to integrate GPS capabilities into their products.

SiRF also believes that its success depends on its ability to establish and maintain relationships with established system providers and industry leaders. SiRF’s failure to establish and maintain these relationships, or any interference with these relationships by its competitors, could harm SiRF’s ability to penetrate emerging markets.

In addition, in January 2009, the ITC issued the ITC Final Determination with respect to the ITC complaint filed by Global Locate. The ITC issued a Limited Exclusion Order prohibiting unlicensed entry of infringing products into the U.S. by or on behalf of SiRF or the customers named in the investigation, E-TEN Information Systems Co., Ltd., Mio Technology Ltd, USA, MiTAC International Corp. and Pharos Science & Applications, Inc., or the Named Respondents, and issued Cease and Desist Orders against SiRF and the domestic Named Respondents from importing or selling products in the United States that may be found to infringe any asserted patent. If U.S. Customs does not approve for importation SiRF’s products containing the new versions of its software into the U.S., SiRF may lose market share in its existing markets, which could harm its business, financial condition and results of operations.

SiRF has not sought approval from U.S. Customs on any new versions of the GSCi-4100, GSCi-4200 and GSCi-5000 hardware products. In the first quarter of 2009, the Named Respondents collectively represented approximately 2% of SiRF’s net revenues. See the risk factor titled, “SiRF is involved in patent litigation with Broadcom before the United States International Trade Commission and federal court, and is subject to a limited exclusion order prohibiting the unlicensed entry and sale into the United States of certain SiRF products deemed to be infringing on Broadcom patents by or on behalf of SiRF or the customers named in the investigation and is also subject to cease and desist orders against it and its named domestic customers that were named in the investigation. If SiRF is unable to obtain approvals from U.S. Customs for the importation of its products or those of its customers, its customer relationships may be harmed and its business and results of operations may be materially adversely affected”, for further information.

Many of SiRF’s competitors have significantly greater financial, technical, manufacturing, marketing, sales and other resources than SiRF does. These competitors may be able to adapt more quickly to new or emerging technologies and changes in customer requirements. They may also be able to devote greater resources to the promotion and sale of their products. Existing or new competitors may also develop technologies that more effectively address SiRF’s markets with products that offer enhanced features and functionality, lower power requirements, greater levels of integration or lower cost. SiRF cannot assure you that it will be able to continue to compete successfully against current or new competitors. If SiRF does not compete successfully, it may lose market share in its existing markets and its revenues may fail to increase or may decline.

Declining general economic, business and industry conditions has reduced, and may further reduce, SiRF’s net revenue.

The recent disruption in global macroeconomic conditions had a significant adverse effect on the semiconductor industry as a whole and on SiRF’s business and results of operations. Concerns over credit conditions resulting from the recent financial crisis affecting the banking system and financial markets, slower economic activity, concerns about inflation and deflation, volatility in energy costs, decreased consumer confidence, reduced corporate profits and capital spending, adverse business conditions and liquidity concerns in the wired and wireless communications markets, the ongoing effects of the wars in Iraq and Afghanistan, recent international conflicts, and the impact of natural disasters have contributed to increased volatility and diminished expectations for the global economy and expectations of slower global economic growth going forward. As a result, SiRF has experienced cancellations, deferrals and a significant slowdown in orders and anticipates this trend to continue as the current recession is expected to last through 2009. These conditions make it extremely difficult for SiRF’s customers, SiRF’s vendors and SiRF to accurately forecast and plan future business activities, and they could cause U.S. and non-U.S. businesses to further slow spending on SiRF’s products and services, which would delay and lengthen sales cycles. Furthermore, during challenging economic times such as the current recession, SiRF’s customers may face issues gaining timely access to sufficient credit, which could impair their ability to make timely payments to SiRF. If that were to occur, SiRF may be required to increase its allowance for doubtful accounts and SiRF’s accounts receivable days sales outstanding would be negatively impacted. The current economic downturn and any future downturn may reduce SiRF’s revenue and result in SiRF having excess inventory. SiRF cannot predict the timing, strength or duration of any economic slowdown or subsequent economic recovery, worldwide, or in the semiconductor industry or the wired and wireless communications markets. If the economy or the markets in which SiRF operates does not improve from their current condition or if they continue to deteriorate, SiRF’s customers or potential customers to reduce or delay their product development, which could impact SiRF’s ability to manage inventory levels, collect customer receivables, and ultimately decrease SiRF’s net revenue and profitability.

The average selling prices of products in SiRF’s markets have historically decreased rapidly and will likely do so in the future, which could harm SiRF’s revenue and gross profits.

As is typical in the semiconductor industry, the average selling price of SiRF’s products historically declines significantly over the life of the product. The products SiRF develops and sells are used for high-volume applications. In the past, SiRF has reduced the average selling prices of its products in anticipation of future competitive pricing pressures, new product introductions by it or its competitors and other factors. SiRF expects that it will have to similarly reduce prices in the future for mature products. Reductions in SiRF’s average selling prices to one customer could also impact SiRF’s average selling prices to all customers. In addition, the semiconductor industry is experiencing a significant downturn during the current global recession. During these downturns, some competitors may become more aggressive in their pricing practices which could adversely impact SiRF’s gross margins. SiRF’s financial results could suffer if it is unable to offset any reductions in its average selling prices by increasing its sales volumes, reducing its costs, adding new features to its existing products or developing new or enhanced products on a timely basis with higher selling prices or gross margins. During fiscal 2008, the average selling prices for SiRF’s products declined, and SiRF was unable to sufficiently reduce its costs or offset the declines with high selling prices on its newer products, causing a substantial decline in SiRF’s net revenues and results of operations.

SiRF is involved in patent litigation with Broadcom before the United States International Trade Commission and federal court, and is subject to a limited exclusion order prohibiting the unlicensed entry and sale into the United States of certain SiRF Technology products deemed to be infringing on Broadcom patents by or on behalf of SiRF Technology or the customers named in the investigation and is also subject to cease and desist orders against it and two of its domestic customers that were named in the investigation. If SiRF is unable to obtain approvals from U.S. Customs for the importation of its products or those of its customers, its customer relationships may be harmed and its business and results of operations may be materially adversely affected.

On April 2, 2007, Global Locate filed a complaint with the ITC regarding certain of SiRF Technology’s GPS devices as well as products SiRF Technology made for four of its customers, and the ITC subsequently instituted an investigation. Upon its acquisition of Global Locate, Broadcom was subsequently added as an additional complainant to the investigation.

In August 2008, the ITC concluded that all six of the asserted Broadcom patents (1) had an existing domestic industry, (2) were valid, and (3) were infringed by certain of SiRF Technology’s products, and issued a recommendation that (1) those of SiRF Technology’s products that are accused products in the investigation, if found to infringe a patent at issue in the investigation, should be excluded from the United States, (2) a Limited Exclusion Order should be extended to products containing any of SiRF Technology’s products that may be found to infringe, and (3) Cease and Desist Orders should be issued prohibiting SiRF Technology from importing or selling in the United States those of SiRF Technology’s products which may be found to infringe any asserted patent.

In January 2009, the ITC issued the ITC Final Determination in this matter and issued a Limited Exclusion Order prohibiting unlicensed entry of the infringing products into the United States by or on behalf of SiRF Technology or the Named Respondents, and Cease and Desist Orders against SiRF Technology and the domestic Named Respondents. In the first quarter of 2009, the Named Respondents collectively represented approximately 2% of SiRF’s net revenues.

The ITC’s remedial orders were subject to review by the President of the United States, acting through the United States Trade Representative’s Office, for sixty days. The President, acting through the United States Trade Representative, did not find any compelling circumstances to disapprove the Limited Exclusion Order and the Cease and Desist Orders, and the 60-day Presidential review period therefore expired on March 16, 2009. SiRF Technology subsequently filed a Notice of Appeal in the United States Court of Appeals for the Federal Circuit seeking review of the ITC’s orders and determinations in this investigation.

SiRF Technology has not obtained approval to date from U.S. Customs for the importation of its products into the United States containing new versions of its software and, if SiRF Technology or its customers are unable to do so, SiRF Technology’s business could be materially and adversely affected. SiRF has not sought approval from U.S. Customs on any new versions of the GSCi-4100, GSCi-4200 and GSCi-5000 hardware products. Broadcom has also asked the ITC to commence an informal enforcement proceeding against SiRF and two of its customers alleging violations of the Cease and Desist Orders, which SiRF has opposed. There is a risk that the ITC may commence enforcement proceedings as requested by Broadcom or that Broadcom will pursue other enforcement activities that would materially and adversely affect SiRF’s business, customer relationships or results of operations.

In addition, on May 14, 2008, Broadcom filed a patent infringement complaint against SiRF Technology in the United States District Court for the Central District of California. The complaint alleges infringement of four patents purportedly assigned to Broadcom and seeks both monetary damages and an injunction. On June 4, 2008, SiRF Technology answered the aforementioned complaint and filed counterclaims seeking declaratory judgment of non-infringement and invalidity of all four patents. In addition, SiRF Technology has filed with the Patent Office Requests for Ex-Parte Reexamination of each of the four patents. Through its Reexamination Requests and in SiRF Technology’s view of what are substantial new questions of patentability raised by prior art that SiRF Technology believes may not have been previously considered in full by the Patent Office, SiRF Technology is seeking review and invalidation of all four of the Broadcom patents-in-suit. The Patent Office granted each of SiRF Technology’s requests for reexamination with respect to the four patents and has ordered their reexamination. In a preliminary Patent Office Action dated March 5, 2009, the Patent Office rejected all 33 claims of one of the four patents. On September 15, 2008, the Honorable James V. Selna denied SiRF Technology’s motion to stay proceedings in the district court action pending the outcome of reexamination, without prejudice to any subsequent motion to stay proceedings. The case has been scheduled for trial in November 2010. This litigation is in its early stages and, based on SiRF’s analysis of the facts of the case to date, SiRF believes the likelihood that a loss may have been incurred is remote. No assurance can be made that Broadcom will not seek to commence additional litigation against SiRF Technology, or that the pending litigation with Broadcom will not have a material adverse effect on its business. See Item 1, Legal Proceedings, under Part II of this report for further information.

Any potential dispute involving SiRF’s patents or intellectual property or third party patents or third party intellectual property could be costly, time-consuming and may result in SiRF’s loss of significant rights.

Other parties may assert intellectual property infringement claims against SiRF, and its products may be found to infringe the intellectual property rights of third parties. From time to time, SiRF and its customers receive letters, including letters from various industry participants, alleging infringement of patents or offerings to discuss licensing of third party patents alleged to be used in SiRF’s products. As SiRF continues to increase its international sales, it may become more susceptible to these types of infringement claims.

Litigation may be necessary to enforce SiRF’s patents or any patents it may receive and other intellectual property rights, to protect its trade secrets, to determine the validity and scope of the proprietary rights of others, or to defend against claims of infringement or invalidity, and it is possible that it may not prevail in any future litigation. SiRF also faces the risk of adverse claims and litigation alleging its infringement of the intellectual property rights of others. If infringement claims are brought against SiRF, these assertions could distract management and necessitate its expenditure of potentially significant funds and resources to defend or settle such claims. SiRF cannot be certain that it will have the financial resources to defend itself against any patent or other intellectual property litigation. If SiRF is unsuccessful in any challenge to its rights to market and sell its products, it may, among other things, be required to:

•

pay actual damages, royalties, lost profits and the third party’s attorneys’ fees, which may be substantial;

•

cease the development, manufacture, use, marketing, advertising or sale of products that use the intellectual property in question through a court-imposed sanction called an injunction;

•

utilize significant resources to modify or redesign its products, manufacturing processes or other technology so that it does not infringe others’ intellectual property rights or to develop or acquire non-infringing technology, which may not be possible; or

•

obtain licenses to the disputed rights, which could require it to pay substantial upfront fees and future royalty payments and may not be available to it on acceptable terms, if at all, or cease marketing the challenged products.

In addition, before SiRF can successfully defend an infringement claim, its customers may become reluctant to include it in their future product designs. Therefore, even if SiRF is successful in defending an infringement claim, negative publicity could have a material adverse effect on its business in addition to the expense, time delay and burden on management of litigation. See Note 16, Commitments and Contingencies, of the Notes to Condensed Consolidated Financial Statements in Item 1 under Part I in this report for further information. See also Item 1, Legal Proceedings, under Part II in this report for further information regarding SiRF’s current litigation.

Parties making infringement claims may also be able to bring an action before the ITC that could result in an order stopping the importation into the United States of SiRF’s products and its customers’ products. See Item 1, Legal Proceedings, under Part II in this report for further information.

Ultimately, SiRF could be prevented from selling a product or otherwise forced to cease some aspect of its business operations as a result of any intellectual property litigation. See Item 1, Legal Proceedings, under Part II in this report for further information.

SiRF has been named as a party in several putative shareholder derivative and class action and derivative lawsuits, which could cause SiRF’s business, financial condition, results of operations and cash flows to suffer.

SiRF and certain of its officers and directors have been named as defendants in a putative class action lawsuit that alleges violations of the Securities Exchange Act of 1934, and shareholder derivative and class action lawsuits alleging breaches of fiduciary duty, a description of which can be found in Item 1, Legal Proceedings, under Part II in this report for further information. Subject to certain limitations, SiRF is obligated to indemnify its current and former directors, officers and employees in connection with such lawsuits. While SiRF has director and officer insurance, amounts under the policy may not be sufficient to cover SiRF’s indemnification obligations. Regardless of the outcome, this litigation, and any other litigation that may be brought against SiRF or its directors and officers, could be time consuming, result in significant expense, and divert the attention and resources of its management and other key employees. An unfavorable outcome in such litigation could have a material adverse effect on SiRF’s business, financial condition, results of operations and cash flows.

SiRF’s quarterly revenue and operating results are difficult to predict and, if SiRF does not meet quarterly financial expectations, its stock price will likely decline.

SiRF’s quarterly revenue and operating results are difficult to predict and, have in the past, and may in the future, fluctuate from quarter to quarter. It is possible that SiRF’s operating results in some quarters will be below market expectations. This would likely cause the market price of SiRF’s common stock to decline. SiRF’s quarterly operating results may fluctuate as a result of the risks and other factors as discussed, including:

•

changes in global financial markets and global economies and general market conditions, such as interest or foreign exchange rates, equity prices and the value of financial assets;

•

SiRF’s ability to successfully develop, introduce and sell new or enhanced GPS-based products in a timely manner;

•

changes in the relative volume of sales of SiRF’s chip sets, its premium software offerings and its IP cores or other products and product mix, which have significantly different average selling prices and gross margins;

•

unpredictable volume, timing and cancellation of customer orders;

•

unpredictable or launch delays of location-based services by operators impacting demand from SiRF’s customers;

•

the availability, pricing and timeliness of delivery of other components, such as flash memory and crystal oscillators, used in SiRF’s customers’ products;

•

SiRF’s ability to maintain and expand market share in the face of evolving markets and increasing competition;

•

the timing of new product announcements or introductions by SiRF or by its competitors;

•

the introduction or delay in launch of SiRF’s customers’ products using its technology or customers no longer using its technology;

•

seasonality in SiRF’s various target markets;

•

product obsolescence and SiRF’s ability to manage product transitions;

•

other intangible asset write-downs;

•

decreases in the average selling prices of SiRF’s products;

•

SiRF’s ability to fully realize the impact of its announced restructuring plans and cost reduction efforts;

•

fluctuations in litigation expenses; and

•

fluctuations and estimations inherent in predicting SiRF’s effective income tax rates.

In addition, SiRF has a lengthy sales process in some of its target markets and its sales cycles typically range from nine months to two years, depending on the market. Even if SiRF has a design win, it may never result in volume shipments. It is possible that SiRF may not generate sufficient, if any, revenue from these products to offset the cost of selling and completing the design work. Because of this lengthy sales cycle, SiRF may experience delays from the time it increases or decreases its operating expenses and its investments in committing capacity until the time that it generates revenue from these products. As a result, it is difficult for SiRF to adjust its cost structure in relation to the variability in its revenue.

Further, it is difficult for SiRF to predict demand change due to customers’ reaction to the current litigation, the ITC Final Determination and the current economic environment. If SiRF is unable to accurately forecast demand for its products, this could result in a write-down of its inventory value. In addition, under the ITC Final Determination, the ITC issued a Limited Exclusion Order prohibiting unlicensed entry of infringing products into the U.S. by or on behalf of SiRF or the Named Respondents and Cease and Desist Orders prohibiting SiRF and the domestic Named Respondents from importing or selling in the United States SiRF’s products that may be found to infringe any asserted patent. If U.S. Customs does not approve for importation SiRF’s products containing the new versions of its software into the U.S., SiRF’s business, financial condition and results of operations could be materially and adversely effected. Even if U.S. Customs approves for importation SiRF’s products containing the new versions of its software, customers may choose not to order SiRF’s products.

SiRF bases its planned operating expenses in part on its expectations of future revenue, and its expenses are relatively fixed in the short term. If revenue for a particular quarter is lower than SiRF expects, SiRF may be unable to proportionately reduce its operating expenses for that quarter, which would harm its operating results for that quarter.

SiRF has derived a substantial majority of its net revenue from sales to the automotive, mobile phone and consumer device markets. If SiRF fails to generate continued revenue from these markets or from additional markets, SiRF’s net revenue could decline.

SiRF believes that over 90% of its net revenue during the first quarter of 2009 and 2008 was attributable to products that were eventually incorporated into the automotive, including portable navigation devices, mobile phone and consumer device markets. Consumer spending and the demand for SiRF’s products in these markets are currently in rapid decline. If SiRF cannot sustain or increase sales of its products in these markets or if it fails to generate revenue from additional markets, its net revenue could further substantially decrease.

The market price of SiRF’s common stock is volatile. The volatility may mean that, at times, SiRF’s stockholders may be unable to resell their shares at or above the price at which they acquired them.

The stock market in general and SiRF’s common stock in particular have recently experienced significant price and volume volatility. SiRF’s common stock is subject to significant fluctuations due to many factors, including but not limited to, the pending merger with CSR, fluctuations in its operating results, announcements regarding new products, product enhancements or technological advances by it or its competitors, changes in earnings estimates by market analysts, and general market conditions or market conditions specific to particular industries. SiRF’s stock price is subject to speculation in the press and the analyst community, changes in recommendations by financial analysts, changes in investors’ or analysts’ valuation measures for its stock, changes in global financial markets and global economies and general market trends unrelated to its performance. Technology stocks have experienced wide fluctuations in prices, which sometimes have been unrelated to their operating performance. The market price of SiRF’s common stock could be adversely affected by these factors and fluctuations.

Declines in the market price of SiRF’s common stock could affect its access to capital, which may impact its ability to continue as a going concern. In addition, declines in the price of SiRF’s common stock may harm employee morale and retention, curtail investment opportunities presented to it, and negatively impact other aspects of its business. As a result of any such declines, stockholders may be unable to resell their shares at or above the price at which they acquired them.

If SiRF fails to continue to meet all applicable Nasdaq Global Select Market requirements, SiRF’s stock could be delisted from the Nasdaq Global Select Market. If delisting occurs, it would adversely affect the market liquidity of SiRF’s common stock and harm its businesses.

SiRF’s common stock is currently traded on the Nasdaq Global Select Market under the symbol “SIRF.” If SiRF fails to meet any of the continued listing standards of the Nasdaq Global Select Market, its common stock could be delisted from the Nasdaq Global Select Market. These continued listing standards include specifically enumerated criteria, including a $1.00 minimum closing bid price.

Nasdaq has suspended the minimum $1.00 closing bid price rule through Friday, July 17, 2009. The rule is scheduled to be reinstated on Monday, July 20, 2009.

SiRF’s stock price has traded at or below $1.00 per share in the recent past. If SiRF’s stock price trades below $1.00 as of July 20, 2009, there can be no assurance that Nasdaq will not take action to enforce its listing requirements.

If SiRF’s common stock were to be delisted from the Nasdaq Global Select Market, it could apply to list its common stock on the Nasdaq Global Market or Nasdaq Capital Market, or its common stock could be traded in the over-the-counter market on an electronic bulletin board established for unlisted securities, such as the Pink Sheets or the OTC Bulletin Board. Any delisting could adversely affect the market price of, and liquidity of the trading market for, SiRF’s common stock, SiRF’s ability to obtain financing for the continuation of its operations and could result in the loss of confidence by investors, suppliers and employees.

SiRF’s future success depends on building relationships with customers that are market leaders. If SiRF cannot establish these relationships, if these customers cannot successfully sell their products incorporating SiRF’s technology or if these customers develop their own systems or adopt competitors’ products instead of buying SiRF’s products, SiRF’s business may not succeed.

SiRF intends to continue to pursue customers who are leaders in its target markets. SiRF may not succeed in establishing these relationships because these companies may develop their own systems or adopt one of its competitors’ products. These relationships often require SiRF to develop new premium software which involves significant technological challenges. These types of customers also frequently place considerable pressure on SiRF to meet their tight development schedules. SiRF may have to devote a substantial amount of its limited resources to these relationships, which could detract from or delay its completion of other important development projects. Delays in development of these projects could impair SiRF’s relationships with other customers and could negatively impact sales of products under development.

Furthermore, since the issuance of the ITC Initial Determination, SiRF has experienced a decrease in demand for its products. SiRF may have to devote additional time working with potential customers to provide products that comply with the ITC Final Determination. Even if these new products are compliant with the ITC Final Determination, potential customers may not ultimately select SiRF’s technology.

Even if a customer selects SiRF’s technology to incorporate into its product, the customer may not ultimately market and sell its product successfully. A cancellation or change in plans by a customer could cause SiRF to lose anticipated sales. Also, SiRF’s business and operating results could suffer if a significant customer reduces or delays orders during its sales cycle or chooses not to release products containing SiRF’s technology.

SiRF faces the risk that the value of its inventory may decline before it is sold or that its inventory may not be able to be sold at the anticipated prices.

On March 28, 2009, SiRF’s total valued inventory was $12.7 million. SiRF’s inventory may decline in value as a result of technological obsolescence or a change in the product. SiRF’s success depends in part on its ability to minimize the cost to purchase or produce inventory and rapidly sell its inventory. The failure to quickly sell inventory may require SiRF to sell such inventory at a discount or loss or may require SiRF to write down its value, which could result in significant losses and decreases in SiRF’s cash flows. Due to the current economic conditions and the potential customer uncertainty as a result of the ITC Final Determination, it is increasingly difficult to forecast demand and, if future demand or market conditions for SiRF’s products are less favorable than forecasted, or if unforeseen technological changes negatively impact the utility of component inventory, SiRF may be required to record additional write-downs which could negatively impact gross margins in the period when the write-downs are recorded.

SiRF may be required to record a significant additional charge to earnings if SiRF’s identified intangible assets become impaired.

SiRF has recorded a substantial amount of intangible assets, including goodwill, as a result of its recent acquisitions. For example, in 2007, SiRF recorded $76.0 million of intangibles and $160.8 million of goodwill in connection with its acquisition of Centrality. SiRF is required to evaluate goodwill and other intangibles for impairment whenever changes in circumstances indicate that the carrying amount may not be recoverable from estimated future cash flows and, with respect to goodwill, on at least an annual basis. Factors that may be considered a change in circumstances indicating that the carrying value of SiRF’s intangible assets may not be recoverable include significant underperformance relative to historical or projected future operating results, a significant decline in SiRF’s stock price and market capitalization, and negative industry or economic trends.

As a result of SiRF’s impairment analysis in the second quarter of 2008, it recorded a goodwill impairment charge of $215.7 million and acquisition-related intangible asset impairment charge of $42.9 million. SiRF also recorded $1.4 million in additional impairment related to certain restructuring activities. See Note 6, Restructuring, of the unaudited Notes to Condensed Consolidated Financial Statements, in Item 1 under Part I in this report for further information. If SiRF’s estimates for future market growth and trends, forecasted revenue and costs, expected periods over which its assets will be utilized and other variables decline further than current estimates, SiRF may need to further write down intangible asset values to their fair values. These further impairment charges could have a material adverse effect on SiRF’s operating results and financial condition.

SiRF’s operating results depend significantly on sales of its SiRFstarIII, SiRFtitan, SiRFprima and SiRFatlas product lines and its ability to develop and achieve market acceptance of new GPS products.

Sales of SiRF’s SiRFstarIII, SiRFtitan, SiRFprima and its SiRFatlas product lines significantly contributed to its revenue in 2008. SiRF continues to invest in the development of next generation products, but there is no assurance that these future products will achieve market acceptance. If SiRF fails to develop or achieve market acceptance of new GPS products or other multifunction products, it will continue to depend on sales of its SiRFstarIII, SiRFtitan, SiRFprima and SiRFatlas product lines which have declining average selling prices over time. In addition, SiRF is involved in patent infringement litigation with Broadcom before the ITC in respect of certain products of SiRF and its customers and in federal court. In the ITC litigation, SiRF and the Named Respondents are subject to a Limited Exclusion Order prohibiting the unlicensed entry and sale into the United States of certain SiRFstarIII software that the ITC found to infringe Broadcom’s patents. SiRF and the domestic Named Respondents are also subject to Cease and Desist Orders in the ITC litigation prohibiting sale of those products in the United States. SiRF has released new versions of its SiRFstarIII software that it believes to be non-infringing. SiRF has not obtained approval to date from U.S. Customs for the importation into the United States of products containing this new SiRFstarIII software. If SiRF is unable to obtain such approval or if the new SiRFstarIII software is found to be

infringing, SiRF’s business could be materially and adversely affected. Furthermore, no assurance can be given that Broadcom will not seek to bring an enforcement action against SiRF alleging violations of the Limited Exclusion Order or the Cease and Desist Orders for sales of products including SiRFstarIII software in the United States. See Item 1, Legal Proceedings, under Part I of this report for further information. Any decline in sales of SiRF’s SiRFstarIII, SiRFtitan, SiRFprima and SiRFatlas product lines or decreases in average selling prices could adversely affect SiRF’s net revenue and operating results.

SiRF’s operating results will depend significantly on sales of its products in the wireless market.

SiRF expects to derive a significant portion of future revenue from sales of its products within the wireless market. SiRF’s success will depend both on the growth of this emerging market and on its ability to compete effectively in the wireless market as it evolves. SiRF’s margins on sales of products in the wireless market differ from its margins on sales of products in the automotive market, which historically has been the largest contributor to its revenue mix. If the wireless market does not achieve the growth SiRF expects, the growth and success of its business could be limited. In addition, if SiRF does not timely deliver new wireless-based products or if these products do not achieve market acceptance, its net revenue and operating results may not increase as anticipated or may decline.

The market for GPS-based location awareness capabilities in high-volume consumer and commercial applications is emerging and, if this market does not develop as quickly as SiRF expects, the growth and success of SiRF’s business will be limited.

The market for GPS-based location awareness technology in high-volume consumer and commercial applications is continually evolving and its potential is uncertain. Many of these GPS-based applications have not been commercially introduced or have not achieved widespread acceptance. SiRF’s success depends on the rapid development of this market. SiRF cannot predict the growth rate, if any, of this market. The development of this market depends on several factors, including government mandates such as E911 mandate in the United States and E110 mandate in Japan, the development of location awareness infrastructure by wireless network operators and the availability of location-aware content and services. If the market for high-volume consumer and commercial GPS-based applications fails to develop in a timely manner, the growth and success of SiRF’s business may be limited.

If SiRF is unable to fund the development of new products to keep pace with rapid technological change, SiRF will be unable to expand its business and maintain its market position.

The market for high-volume consumer and commercial GPS-based applications and other technologies that SiRF is developing is characterized by rapidly changing technology, such as low power or smaller form factors. This requires SiRF to continuously develop new products and enhancements for existing products to keep pace with evolving industry standards and rapidly changing customer requirements. For example, many of SiRF’s customers are looking for very highly integrated products with multiple functions and multiple radio technologies. SiRF may not have the financial resources necessary to fund future innovations. If SiRF is unable to successfully define, develop and introduce competitive new products and enhance existing products, it may not be able to compete successfully in its markets.

Some of SiRF’s customers could become its competitors.

Many of SiRF’s customers are also large integrated circuit suppliers and some of its large customers already have GPS expertise in-house. These large customers have longer operating histories, significantly greater resources and name recognition, and a larger base of customers than SiRF does. The process of licensing SiRF’s technology to and support of such customers entails the transfer of technology that may enable them to become a source of competition to it, despite its efforts to protect its intellectual property rights. SiRF cannot sell to some customers who compete with it. In addition, SiRF competes with divisions within some of its customers. For example, ST-Ericcson, a customer of SiRF, has internally developed a GPS solution for the automotive market in which SiRF competes. Further, each new design by a customer presents a competitive situation. In the past, SiRF has lost design wins to divisions within its customers and this may occur again in the future. SiRF cannot assure you that these customers will not continue to compete with it, that they will continue to be its customers or that they will continue to license products from it at the same volumes. Competition could increase pressure on SiRF to lower its prices and could negatively impact its profit margins.

SiRF has relied, and expects to continue to rely, on a limited number of customers for a significant portion of its net revenue, and its net revenue could decline due to the delay or loss of significant customer orders.

SiRF expects that a small number of customers may constitute a significant portion of its net revenue for the foreseeable future. During the three months ended March 28, 2009, three customers accounted for 14%, 11% and 11% of net revenue. During the three months ended March 31, 2008, three customers accounted for 22%, 17% and 10% of net revenue.

In the first quarter of 2009, Celestica, Flextronics and Promate collectively accounted for 36% of SiRF’s net revenue. In the first quarter of 2008, Promate, Elcoteq and Garmin collectively accounted for 49% of SiRF’s net revenue. If SiRF fails to successfully sell its products to one or more of its significant customers in any particular period, or if a large customer purchases fewer of its products, defers orders, fails to place additional orders with it or fails to continue operating as a going concern, its net revenue could decline, and its operating results may not meet market expectations. In addition, SiRF designs some of its products to incorporate customer specifications. If SiRF’s customers purchase fewer products than anticipated or it loses a customer, it may not be able to sell these products to other customers, which would result in excess inventory and could negatively impact its operating results.

SiRF’s distributors account for a significant percentage of its net revenue and its reliance on third-party distributors subjects it to risks that could negatively impact its business.

SiRF markets and sells its products directly and through third-party distributors pursuant to agreements that can generally be terminated for convenience by either party upon prior notice to the other party. These agreements are non-exclusive and permit SiRF’s distributors to offer its competitors’ products. In addition, SiRF’s third-party distributors have been a significant factor in its ability to increase sales of its products. SiRF had one distributor, Promate, that accounted for approximately 11% and 22% of net revenue in the first quarter of 2009 and 2008, respectively. Accordingly, SiRF is dependent on its distributors to supplement its direct marketing and sales efforts. If a significant distributor terminated its relationship with SiRF or decided to market SiRF’s competitors’ products over SiRF’s products, this could have an adverse impact on SiRF’s ability to bring its products to market.

Additionally, distributors typically maintain an inventory of SiRF’s products. In most instances, SiRF’s agreements with distributors protect their inventory of SiRF’s products against price reductions. Some agreements with SiRF’s distributors also contain standard stock rotation provisions permitting limited levels of product returns. SiRF defers the gross margins on its sales to distributors, resulting from both its deferral of revenue and related product costs, until the applicable products are re-sold by the distributors. However, in the event of decline in the price of SiRF’s products, the price protection rights it offers to its distributors could adversely affect it because its revenue and product margin would decline.

Furthermore, in some cases, SiRF’s distributors’ ability to order products may be limited by their credit line or other financial limitations, which could also adversely affect SiRF’s revenue.

SiRF derives a substantial portion of its revenue from international sales and conducts a significant portion of its business internationally, and economic, political and other risks may harm its international operations and cause its net revenue to decline.

SiRF derived approximately 70% and 84% of its net revenue from international sales in the first quarter of 2009 and 2008, respectively. International sales to the Asia-Pacific region accounted for approximately 50% and 66% of its net revenue in the first quarter of 2009 and 2008, respectively. International sales to the Asia-Pacific region decreased as a percentage of total revenue in the first quarter of 2009 compared to the first quarter of 2008 due to a weaker demand from several of SiRF’s customers in that region.

A significant amount of SiRF’s business is international and its products are sold into markets that are very price sensitive. Tariffs on SiRF’s products and other trade restrictions in some countries could significantly impact its business. Additional risks it faces in conducting business internationally include:

•

multiple, conflicting and changing laws and regulations, export and import restrictions, employment laws, regulatory requirements and other governmental approvals, permits and licenses;

• development of regional standards and infrastructure that could reduce the demand for ~~our~~SiRF’s products, such as the emergence of a new satellite navigation system ~~and a new mobile TV standard~~ in ~~China~~that region;

•

difficulties and costs in staffing and managing foreign operations as well as cultural differences;

•

international terrorism, particularly in emerging markets;

•

laws and business practices favoring local companies;

• potentially adverse tax consequences, such as withholding tax obligations on license revenue that weSiRF may not be able to offset fully against ~~our~~its United States tax obligations, including the further risk that foreign tax authorities may recharacterize license fees or increase tax rates, which could result in increased tax withholdings and penalties;

•

potentially reduced protection for intellectual property rights, particularly in emerging markets;

•

inadequate local infrastructure and transportation delays;

•

financial risks, such as longer sales and payment cycles, greater difficulty collecting accounts receivable and exposure to foreign currency exchange and rate fluctuations;

• failure by usSiRF or ~~our~~its customers to gain regulatory approval for use of ~~our~~its products; and

•

political and economic instability, including wars, acts of terrorism, political unrest, boycotts, curtailments of trade and other business restrictions.

Also, there may be reluctance in some foreign markets to purchase products based on GPS technology, due to the control of GPS by the United States government. Any of these factors could significantly harm ~~our~~SiRF’s future international sales and operations and, consequently, ~~our~~its business.

Cyclicality in the semiconductor industry may affect ~~our~~SiRF’s revenue and, as a result, ~~our~~its operating results could be adversely affected.

The semiconductor industry has historically been cyclical and is characterized by wide fluctuations in product supply and demand. Typically SiRF experiences the highest demand for its products in the third and fourth quarter of each year, with the lowest demand being in the first quarter of each year. For example, for the first quarter of 2008, SiRF’s revenue was down by 38%, as compared to its revenue in the fourth quarter of 2007. However, SiRF did not experience an increase in revenue during the third and fourth quarters of 2008, which SiRF believes was due to macroeconomic conditions. From time to time, this industry has experienced significant downturns, often in connection with, or in anticipation of, maturing product and technology cycles, excess inventories and declines in general economic conditions. This cyclicality could cause ~~our operating~~SiRF’s operating results to decline dramatically from one period to the next. In addition to the sale of chip sets, ~~our~~SiRF’s business depends on the volume of production by ~~our~~its technology licensees, which, in turn, depends on the current and anticipated market demand for semiconductors and products that use semiconductors. As a result, if weSiRF ~~are~~is unable to control ~~our~~its expenses adequately in response to lower revenue from ~~our~~its chip set customers and technology licensees, ~~our~~its operating results could suffer and weit could experience operating losses.

~~Our~~SiRF’s ~~quarterly~~adoption ~~revenue~~of ~~and~~a ~~operating~~restructuring ~~results~~plan ~~are~~may ~~difficult~~cause todisruptions ~~predict,~~in its business and ifoperations weand dowill ~~not~~result ~~meet~~in ~~quarterly financial~~restructuring ~~expectations,~~and ~~our~~other ~~stock price will likely decline~~charges.

~~Our~~In ~~quarterly~~response ~~revenue~~to the continued economic uncertainties, increased competition and ~~operating~~expected ~~results~~continuing ~~are~~consumer ~~difficult~~demand weakness in the first half of the year, SiRF adopted a restructuring plan in March 2008 to ~~predict~~better align its resources with its current business objectives. As part of this restructuring plan, SiRF reduced its workforce and, ~~have~~cancelled inand reprioritized certain engineering projects. After having made considerable investments on the ~~past~~development of its mobile TV technology, ~~and~~SiRF ~~may~~stopped further product development in the ~~future,~~mobile ~~fluctuate~~TV ~~from~~space. ~~quarter~~Most of the engineers associated with this project were reassigned to ~~quarter~~SiRF’s other core technology development programs. ItIn isJuly ~~possible~~2008, ~~that~~SiRF ~~our~~announced ~~operating~~further ~~results~~restructuring inefforts ~~some~~that ~~quarters~~included ~~will~~reductions bein ~~below~~force ~~market~~and ~~expectations~~reprioritization of certain engineering projects. ~~This~~SiRF ~~would~~announced ~~likely~~even ~~cause~~further ~~the~~restructuring ~~market~~efforts ~~price~~in ofDecember ~~our~~2008 ~~common~~that ~~stock~~included toadditional ~~decline~~reductions in force and further reprioritization of additional engineering projects. ~~Our~~ ~~quarterly~~After ~~operating~~having ~~results~~made ~~may~~considerable ~~fluctuate~~investments ~~because~~on the development of ~~many~~Bluetooth ~~factors~~technology, ~~including:~~SiRF stopped further product development in Bluetooth technology.

•This ~~our~~restructuring ~~ability~~may divert the attention of some of SiRF’s management from business and operational issues and may affect product development or marketing plans or schedules. If SiRF did not choose the correct strategy and investments for its restructuring, or if it is unable to ~~successfully~~execute ~~develop~~effectively on the new strategy, ~~introduce~~it may not be able to meet the needs of its customers for products and ~~sell~~services. ~~new~~SiRF must effectively manage the implementation of the restructuring plan to avoid any resulting confusion or conflict ~~enhanced~~that ~~GPS-based~~might ~~products~~affect inits aability ~~timely~~to ~~manner;~~effectively respond to its customers’ needs, which could negatively impact its business, results of operations and financial condition.

•SiRF’s ~~changes~~products inare ~~the~~becoming ~~relative~~more ~~volume~~complex ofand ~~sales~~defects ofin ~~our~~its ~~chip~~products ~~sets,~~could ~~our~~result ~~premium~~in ~~software~~a ~~offerings~~decrease ~~and~~in ~~our~~customers IPand ~~cores or other products~~revenue, ~~which~~unexpected ~~have~~expenses and ~~significantly~~loss ~~different~~of ~~average~~market ~~selling~~share. ~~prices and gross margins;~~

•SiRF’s ~~unpredictable~~products ~~volume~~are complex and ~~timing~~must meet stringent quality requirements. With some of ~~customer~~SiRF’s acquisitions ~~orders;~~it has expanded into even more complex technologies that have required or may continue to require a significant investment of resources to be successful. Products as complex as SiRF’s may contain undetected errors or defects, especially when first introduced or when new versions are released. For example, SiRF’s products may contain errors, which are not detected until after they are shipped because it cannot test for all possible scenarios. In addition, errors or defects in SiRF’s server software could cause its customers to experience a loss of network service affecting end-users. As SiRF’s products become more complex, it faces significantly higher research and development risks and risk of undetected defects. In addition, as SiRF’s components become more complex it may be limited in the number of products that can utilize these components. While

•54 ~~unpredictable or launch delays of location-based services by operators impacting demand from our customers;~~

• the availability, pricing and timeliness of delivery of other components, such as flash memory and crystal oscillators, used in our customers’ products;

• SiRF’s ~~the~~historical ~~timing~~warranty ofcosts ~~new~~have ~~product~~not ~~announcements~~been significant, any errors or ~~introductions~~defects byin usits products, or bythe ~~our~~perception ~~competitors;~~that there may be errors or defects in its products, could result in customers’ rejection of its products, damage to its reputation, a decline in its stock price, lost revenue, diverted development resources and increased customer service and support costs and warranty claims.

•The ~~the~~warranty ~~introduction~~provisions ~~or delay~~ in ~~launch~~SiRF’s ofagreements ~~our~~with some customers’ ~~products~~expose ~~using~~it ~~our~~to ~~technology~~risks orfrom ~~customers’~~product noliability ~~longer~~claims. ~~using our technology;~~

•SiRF’s ~~seasonality~~agreements with some customers contain limited warranty provisions, which provide the customer with a right to damages if a defect is traced to SiRF’s products or if SiRF cannot correct errors reported during the warranty period. While SiRF’s historical warranty costs have not been material, if in ~~our~~the ~~various~~future ~~target~~its ~~markets;~~contractual limitations are unenforceable in a particular jurisdiction or if it is exposed to product liability claims that are not covered by insurance, a successful claim could require it to pay substantial damages.

•Recent ~~product~~changes ~~obsolescence~~to SiRF’s senior management could negatively affect its operations and ~~our~~relationships ~~ability~~with tomanufacturers, ~~manage~~customers ~~product~~and ~~transitions;~~employees.

•Recent ~~decreases~~changes in SiRF’s senior management could negatively affect its operations and its relationships with its manufacturers, third-party subcontractors, customers, employees and market leaders. Effective on April 17, 2008, Diosdado P. Banatao, a founder and chairman of SiRF’s board of directors, was appointed Executive Chairman and assumed the ~~average~~role ~~selling~~of ~~prices~~Interim Chief Executive Officer. In April 2008, SiRF also hired Adam Dolinko as General Counsel. Effective August 8, 2008, the Board appointed Dennis Bencala, then-Senior Director of ~~our~~Investor ~~products;~~Relations, as acting Chief Financial Officer. Effective September 12, 2008, the Board approved Dennis Bencala as Chief Financial Officer, appointed Michael Kelly, then-Director of North American Sales, as Vice President, Sales and appointed Al Heshmati as Vice President, Software Engineering. Further, SiRF’s Chief Technology Officer resigned effective March 14, 2008 and Rob Baxter, SiRF’s Senior Vice President, resigned effective February 27, 2009. If the integration of new officers or departure of members of SiRF’s senior management team does not go as smoothly as anticipated, it could affect its ability to successfully implement its business objectives and could negatively affect its business and financial performance.

•Because ~~fluctuations~~competition ~~and~~for ~~estimations~~qualified ~~inherent~~personnel is intense in ~~predicting~~SiRF’s ~~our~~industry ~~effective~~and ~~income~~in ~~tax~~its ~~rates~~geographic regions, SiRF may not be able to recruit and retain necessary personnel, which could impact the development or sales of its products.

InSiRF’s ~~addition,~~success wewill ~~have~~depend aon ~~lengthy~~its ability ~~sales~~to ~~process~~attract inand ~~some~~retain ofsenior ~~our~~management, ~~target~~engineering, ~~markets~~sales, marketing and ~~our~~other ~~sales~~key ~~cycles~~personnel, ~~typically~~such ~~range~~as ~~from~~communications ~~nine~~systems ~~months~~experts, toGPS ~~two~~systems ~~years~~and algorithm experts, ~~depending~~software developers and radio frequency hardware design engineers. onWhile the ~~market.~~economic ~~Because~~downturn ofhas ~~this~~resulted ~~lengthy~~in ~~sales~~an ~~cycle~~increase of available personnel, wethere ~~may~~is ~~experience~~still ~~delays~~often ~~from~~intense competition for these personnel, particularly in the ~~time~~San weFrancisco ~~increase~~Bay ~~our~~area, ~~operating~~Los ~~expenses~~Angeles area and ~~our~~Phoenix ~~investments~~area in ~~committing~~the ~~capacity~~United ~~until~~States, ~~the~~in Noida, ~~time~~India, ~~that~~in weBeijing ~~generate~~and ~~revenue~~Shanghai, ~~from~~China, ~~these~~and ~~products~~Singapore. AsSiRF amay ~~result,~~be itunable ~~is difficult~~to ~~for~~attract usand toretain ~~forecast~~key ~~revenue~~technical and ~~increases~~managerial personnel. In addition, SiRF’s announced reduction in force and the ~~variability~~recently ofannounced ~~quarterly~~proposed ~~fluctuations.~~merger ~~Further,~~could amake attracting ~~design~~and ~~win~~retaining ~~may~~qualified ~~never~~personnel ~~result~~more difficult in ~~volume~~the ~~shipments~~future. ItIf SiRF is ~~possible~~unable ~~that~~to weretain ~~may~~its ~~not~~existing ~~generate~~personnel ~~sufficient,~~or ifattract ~~any~~and train additional qualified personnel, ~~revenue~~its ~~from~~growth ~~these~~may ~~products~~be limited due to its lack of capacity to develop and ~~offset~~market ~~the~~its ~~cost~~products. All of ~~selling~~SiRF’s key employees are employed on an “at will” basis. The loss of any of these key employees could slow its product development processes and ~~completing~~sales efforts or harm investors’ perception of its business. SiRF may also incur increased operating expenses and be required to divert the ~~design~~attention ~~work~~of other senior executives to recruit replacements for key personnel.

WePart ~~base our planned operating expenses in part on our expectations~~ of ~~future revenue,~~SiRF’s ~~and~~business ~~our~~uses ~~expenses are relatively fixed in the short term. If revenue for~~ a ~~particular~~royalty-based ~~quarter~~business ~~is lower than we expect~~model, ~~we may be unable to proportionately reduce our operating expenses for that quarter,~~ which ~~would~~has ~~harm~~inherent ~~our operating results for that quarter~~risks.

~~Because~~Although ~~competition~~a ~~for~~substantial ~~qualified~~majority ~~personnel~~of SiRF’s net revenue is ~~intense~~derived infrom ~~our~~sales ~~industry~~of its chip sets and SoCs, in ~~our~~recent ~~geographic~~periods ~~regions~~it has had a portion of its net revenue from large customers in the wireless markets come from royalties paid by licensees of its technology. Royalty payments are based on the number of semiconductor chips shipped which contain SiRF’s GPS technology or its premium software. For SiRF’s server software, weroyalties may ~~not~~ be ~~able~~based on the number of subscribers or on transaction volumes. SiRF depends on its ability to ~~recruit~~structure, negotiate and ~~retain~~enforce ~~necessary~~agreements ~~personnel,~~for ~~which~~the ~~could~~determination ~~impact~~and payment of royalties. License royalty revenue represented 6% and 3% of SiRF’s net revenue in the ~~development~~first quarter of 2009 and 2008, respectively. If a significant licensee terminates its relationship with SiRF, demands price reductions, decides to adopt its competitors’ technology over SiRF’s technology or ~~sales~~if ofSiRF ~~our~~is ~~products~~unable to negotiate and renew existing agreements with significant licensees, SiRF’s royalty revenue, gross margins and net income could be adversely impacted. SiRF faces risks inherent in a royalty-based business model, many of which are outside of its control, including, but not limited to, the following:

~~Our~~• success will depend on our ability to attract and retain senior management, engineering, sales, marketing and other key personnel, such as communications systems experts, GPS systems and algorithm experts, software developers, radio frequency and application-specific integrated circuit engineers. Because of the ~~intense~~rate competition for these personnel, particularly in the San Francisco Bay area, Los Angeles area and Phoenix area in the United States, Stockholm in Sweden, Bangalore and Noida in India and Beijing in China, we may be unable to attract and retain key technical and managerial personnel. If we are unable to retain our existing personnel, or attract and train additional qualified personnel, our growth may be limited due to our lack of ~~capacity~~adoption ~~to develop~~ and ~~market~~incorporation ~~our products. All~~ of ~~our~~its ~~key~~technology ~~employees~~by ~~are~~wireless ~~employed~~handset onmakers ~~an “at will” basis. The loss of any of these key employees could slow our product development processes~~ and ~~sales~~wireless ~~efforts~~infrastructure or harm investors’ perception of our business. We may also incur increased operating expenses and be required to divert the attention of other senior executives to recruit replacements for key personnel. Also, we may have more difficulty attracting personnel as a public company because of the perception that the stock option component of our compensation package may not be as valuable. vendors;

~~Part~~• offluctuations ~~our~~in ~~business~~volumes ~~uses~~and aprices ~~royalty-based~~at ~~business~~which ~~model,~~licensees ~~which~~sell ~~has~~products ~~inherent~~that ~~risks.~~incorporate its technology;

~~Although~~55 a substantial majority of our net revenue is derived from sales of our chip sets, in recent periods, we have had a portion of our net revenue from large customers in the wireless markets come from royalties paid by licensees of our technology. Royalty payments are based on the number of semiconductor chips shipped which contain our GPS technology or our premium software. For our server software, royalties may be based on the number of subscribers or on transaction volumes. We depend on our ability to structure, negotiate and enforce agreements for the determination and payment of royalties. In the three and nine months ended September 30, 2007, three of our licensees accounted for approximately 79% and 76% of our license royalty revenue, respectively. If a significant licensee terminated its relationship with us, demands price reductions, decided to adopt our competitors technology over our technology or if we are unable to negotiate and renew existing agreements with significant licensees, our royalty revenues, gross margins and net income could be adversely impacted. We face risks inherent in a royalty-based business model, many of which are outside of our control, including, but not limited to, the following:

• the rate of adoption and incorporation of our technology by wireless handset makers and wireless infrastructure vendors;

• fluctuations in volumes and prices at which licensees sell products that incorporate our technology;

• the demand for products incorporating our licensed technology; and

• the cyclicality of supply and demand for products using our licensed technology.

In addition, the standard terms of our license agreements require our licensees to document the manufacture and sale of products that incorporate our technology and report this data to us on a quarterly basis. Although our standard license terms give us the right to audit books and records of our licensees to verify this information, audits can be expensive, time-consuming and potentially detrimental to our ongoing business relationship with our licensees. As a result, to date, we have relied exclusively on the accuracy of

~~reports~~• ~~supplied by our licensees without independently verifying~~ the ~~information~~demand infor ~~them.~~products ~~Any~~incorporating ~~significant~~its ~~inaccuracy~~licensed intechnology; ~~the reporting by our licensees or our failure to audit our licensees’ books~~ and ~~records may result in our receiving less royalty revenue than we are entitled to under the terms of our license agreements.~~

~~Changes~~• tothe ~~financial~~cyclicality ~~accounting standards may affect our results~~ of ~~operations~~supply and ~~cause~~demand usfor toproducts ~~change~~using ~~our~~its ~~business~~licensed ~~practices~~technology.

WeIn ~~prepare~~addition, ~~our~~the ~~financial~~standard ~~statements~~terms toof ~~conform~~SiRF’s ~~with~~license ~~United~~agreements ~~States~~require ~~generally~~its ~~accepted~~licensees ~~accounting principles, or GAAP. These accounting principles are subject~~ to ~~interpretation~~document by the ~~Financial~~manufacture ~~Accounting~~and ~~Standards~~sale ~~Board, or FASB, American Institute~~ of ~~Certified~~products ~~Public~~that ~~Accountants,~~incorporate its ortechnology ~~AICPA, the SEC,~~ and ~~various~~report ~~bodies~~this ~~formed~~data to ~~interpret~~it ~~and~~on ~~create~~a ~~appropriate~~quarterly ~~accounting policies~~basis. AAlthough ~~change~~SiRF’s ~~in those~~standard ~~policies~~license ~~can~~terms ~~have~~give ait ~~significant~~the ~~effect~~right onto ~~our~~audit ~~reported~~books ~~results~~ and ~~may~~records ~~affect our reporting~~ of ~~transactions~~its ~~completed~~licensees ~~before a change is announced. Changes~~ to ~~those~~verify ~~rules~~this orinformation, ~~the~~audits ~~questioning~~can ofbe ~~current~~expensive, ~~practices~~time-consuming ~~may adversely affect our~~and ~~reported~~potentially ~~financial~~detrimental ~~results~~to orits ~~the~~ongoing ~~way we conduct our~~ business. ~~For~~relationship ~~example,~~with ~~the~~its ~~adoption of Statement of Financial Accounting Standards, or SFAS, No~~licensees. ~~123R,~~ ~~Share-Based~~As ~~Payment, in 2006 had~~ a ~~material~~result, ~~impact~~ to ~~our financial statements. Under SFAS No. 123R~~date, weSiRF ~~are~~has ~~required~~relied toexclusively ~~record~~on ~~a charge to earnings for~~ the ~~fair~~accuracy ~~value~~ of ~~employee~~reports ~~stock~~supplied ~~option~~by ~~grants~~its ~~and~~licensees ~~other~~without ~~equity~~independently ~~incentives.~~verifying ~~Also in 2006,~~ the ~~FASB~~information ~~issued Financial Accounting Standards Interpretation, or FIN, No. 48, Accounting for Uncertainty~~ in ~~Income Taxes—an interpretation of FASB Statement No~~them. ~~109.~~ ~~Under FIN No. 48 we are required to follow a two-step approach for evaluating uncertain tax positions, which may have an~~Any ~~impact~~significant oninaccuracy ~~our financial position and results of operations~~ in the ~~future.~~reporting ~~Furthermore,~~by inits ~~2007~~licensees ~~we adopted Emerging Issues Task Force,~~ or ~~EITF,~~its ~~Issue~~failure ~~No. 06-02,~~to ~~Accounting~~audit ~~for~~its ~~Sabbatical~~licensees’ ~~Leave~~books and ~~Other~~records ~~Similar~~may ~~Benefits~~result ~~Pursuant~~in toSiRF ~~FASB Statement~~receiving ~~No. 43,~~less ~~Accounting~~royalty ~~for~~revenue ~~Compensated~~than ~~Absence~~it ~~which~~is ~~prescribes~~entitled ~~that an employee’s right~~ to ~~a compensated absence~~ under ~~a sabbatical or similar benefit arrangement accumulates pursuant to SFAS No. 43, “Accounting for Compensated Absences.” Under EITF 06-02, a liability is accrued over~~ the ~~service~~terms ~~period~~of inits ~~which~~license ~~employees earn the right to a sabbatical leave~~agreements.

IfSiRF wemay ~~are~~not ~~unable~~obtain tosufficient ~~fund~~patent ~~the development of new products to keep pace with rapid technological change~~protection, wewhich ~~will~~could beharm ~~unable~~its tocompetitive ~~expand~~position ~~our business~~ and ~~maintain~~increase ~~our~~its ~~market position~~expenses.

~~The~~SiRF’s ~~market~~success ~~for~~and ~~high-volume~~ability ~~consumer~~to ~~and~~compete ~~commercial~~depends ~~GPS-based~~to ~~applications~~a ~~and~~significant ~~other~~degree ~~technologies~~upon ~~that~~the weprotection ~~are~~of ~~developing~~its isproprietary ~~characterized~~technology. byAs ~~rapidly changing~~of ~~technology~~March 28, ~~such~~2009, SiRF ashad ~~low~~337 ~~power~~patents orgranted ~~smaller~~worldwide. ~~form~~Of ~~factors.~~this ~~This~~total, ~~requires~~SiRF ushas to201 ~~continuously~~patents ~~develop~~granted ~~new~~in ~~products~~the United States and ~~enhancements~~136 ~~for~~patents ~~existing~~granted ~~products~~in foreign countries, with expiration dates ranging from 2011 to ~~keep~~2027, ~~pace~~along with ~~evolving~~184 ~~industry~~pending ~~standards~~patent applications in the United States and ~~rapidly~~205 ~~changing~~pending ~~customer~~foreign ~~requirements~~patent applications. ~~For~~ ~~example,~~SiRF’s ~~many~~patent ofapplications ~~our~~may ~~customers~~not ~~are~~provide ~~looking~~protection for ~~very~~all ~~highly~~competitive ~~integrated~~aspects ~~products~~of ~~with~~its ~~multiple~~technology ~~functions~~or ~~and~~may ~~multiple~~not ~~radio~~result ~~technologies~~in issued patents. WeAny patents issued may ~~not~~provide ~~have~~only limited protection for its technology and the ~~financial~~rights ~~resources~~that ~~necessary~~may tobe ~~fund~~granted under any future ~~innovations.~~patents Ifthat wemay ~~are~~be ~~unable~~issued may not provide competitive advantages to ~~successfully~~ ~~define~~it. Also, patent protection in foreign countries may be limited or unavailable where SiRF needs this protection. It is possible that SiRF’s competitors may independently develop ~~and~~similar ~~introduce~~technologies ~~competitive~~or ~~new~~design ~~products~~around its patents and ~~enhance~~competitors ~~existing~~could ~~products,~~also wesuccessfully challenge any issued patent. SiRF may ~~not~~also bechoose ~~able~~not to ~~compete~~pursue ~~successfully~~all instances inof ~~our~~patent ~~markets~~infringement.

WeSiRF ~~may~~relies ~~not~~upon ~~obtain~~trademark, ~~sufficient~~copyright ~~patent~~and ~~protection~~trade secret laws and contractual restrictions to protect its proprietary rights and, ~~which~~if these rights are not sufficiently protected, it could harm ~~our~~its ~~competitive~~ability ~~position~~to compete and ~~increase~~generate ~~our expenses~~revenue.

~~Our~~SiRF ~~success~~relies ~~and~~on ~~ability~~a tocombination ~~compete~~of ~~depends~~trademark, tocopyright aand ~~significant~~trade ~~degree~~secret ~~upon~~laws, ~~the~~and ~~protection~~contractual ofrestrictions, ~~our~~such ~~proprietary~~as ~~technology.~~confidentiality Asagreements ofand ~~September 30~~licenses, ~~2007,~~to weestablish ~~had~~and ~~228~~protect ~~patents~~its ~~granted~~proprietary ~~worldwide~~rights. OfSiRF’s ability ~~this~~to ~~total~~compete weand ~~have~~grow ~~166 patents~~its ~~granted~~business incould ~~the~~suffer ~~United~~if ~~States~~these ~~and~~rights 62are ~~patents~~not ~~granted~~adequately inprotected. ~~foreign~~SiRF ~~countries,~~seeks ~~with~~to ~~expiration~~protect ~~dates~~its ~~ranging~~source ~~from~~code ~~2010~~for toits ~~2025~~software, ~~along~~and ~~with164~~design ~~pending~~code ~~patent~~for ~~applications~~its inchip ~~the~~sets, ~~United~~and ~~States~~documentation and ~~198~~other ~~pending~~written ~~foreign~~materials ~~patent~~under ~~applications. Our patent~~trade ~~applications~~secret ~~may~~and ~~not~~copyright ~~provide~~laws. ~~protection~~SiRF ~~for~~licenses ~~all~~its ~~competitive~~software ~~aspects~~and ofIP ~~our~~cores ~~technology~~under orsigned ~~may~~license ~~not~~agreements, ~~result~~which inimpose ~~issued~~restrictions ~~patents.~~on ~~Any~~the ~~patents~~licensee’s ~~issued~~ability ~~may~~to ~~provide~~utilize ~~only~~the ~~limited~~software ~~protection for our technology~~ and ~~the~~IP ~~rights~~cores. ~~that~~SiRF ~~may~~also beseeks ~~granted~~to ~~under~~avoid ~~any~~disclosure ~~future~~of its ~~patents~~intellectual ~~that~~property ~~may~~by berequiring ~~issued~~employees ~~may~~and ~~not~~consultants ~~provide~~with ~~competitive~~access ~~advantages~~ to ~~us.~~its ~~Also,~~proprietary ~~patent~~information ~~protection~~to inexecute ~~foreign~~confidentiality ~~countries~~agreements. ~~may~~There can be ~~limited~~no orassurance ~~unavailable~~that ~~where~~the westeps ~~need~~SiRF ~~this~~has ~~protection.~~taken Itto isprotect ~~possible~~its ~~that~~proprietary ~~competitors~~information ~~may~~will ~~independently develop similar~~be ~~technologies~~adequate orto ~~design~~prevent ~~around~~misappropriation ~~our~~of ~~patents~~its ~~and~~technology ~~competitors~~or ~~could~~that ~~also~~its ~~successfully~~proprietary ~~challenge~~rights ~~any~~will ~~issued~~adequately ~~patent.~~protected Webecause: ~~may also choose not to pursue all instances of patent infringement.~~

We• ~~also rely upon trademark, copyright and trade secret~~ laws and contractual restrictions tomay ~~protect our proprietary rights, and, if these rights are~~ not ~~sufficiently~~prevent ~~protected,~~misappropriation itof ~~could~~its ~~harm~~technologies ~~our~~or ~~ability~~deter toothers ~~compete~~from ~~and~~developing ~~generate~~similar ~~revenue.~~technologies; and

We• ~~also~~policing ~~rely~~unauthorized onuse ~~a combination~~ of ~~trademark,~~ ~~copyright~~its ~~and~~intellectual ~~trade~~property ~~secret~~is ~~laws~~difficult, ~~and~~expensive ~~contractual restrictions, such as confidentiality agreements~~ and ~~licenses~~time-consuming, ~~to establish~~ and ~~protect~~it ~~our~~may ~~proprietary~~be ~~rights.~~unable ~~Our ability~~ to ~~compete~~determine and grow our business could suffer if these rights are not adequately protected. We seek to protect our source code for our software, and design code for our chip sets, documentation and other written materials under trade secret and copyright laws. We license our software and IP cores under signed license agreements, which impose restrictions on the ~~licensee’s~~extent ~~ability to utilize the software and IP cores. We also seek to avoid disclosure~~ of ~~our~~any ~~intellectual~~unauthorized ~~property by requiring employees and consultants with access to our proprietary information to execute confidentiality agreements~~use. ~~The steps we have taken to protect our proprietary information may not be adequate to prevent misappropriation of our technology. Our proprietary rights may not be adequately protected because:~~

•SiRF ~~laws~~may ~~and~~have ~~contractual~~difficulty ~~restrictions~~in ~~may~~protecting ~~not~~its ~~prevent~~intellectual ~~misappropriation~~property rights in foreign countries, which could increase the cost of ~~our~~doing ~~technologies~~business or ~~deter~~cause ~~others~~its ~~from~~revenue ~~developing~~to ~~similar~~decline. ~~technologies; and~~

46SiRF’s intellectual property is used in a large number of foreign countries. There are many countries, particularly in emerging markets, in which SiRF has no issued patents, or that may have reduced intellectual property protection. In addition, effective intellectual property enforcement may be unavailable or limited in some foreign countries. It may be difficult for SiRF to protect its intellectual property from misuse or infringement by other companies in these countries. As SiRF increases its international sales, it may be more difficult to protect its intellectual property rights. Reverse engineering, unauthorized copying or other misappropriation of its proprietary technologies could enable third parties to benefit from its technologies without paying it for doing so, which would harm its competitive position and market share. For example, if SiRF’s foundries lose control of SiRF’s intellectual property, it would be more difficult for SiRF to take remedial measures because the foundries are primarily located in countries that have less protection for intellectual property than is provided in the United States. Furthermore, SiRF expects this to become a greater problem for it as its technology licensees increase their manufacturing in countries which provide less protection for intellectual property. SiRF’s inability to enforce its intellectual property rights in some countries may harm its business.

•SiRF’s ~~policing unauthorized use of our~~ intellectual property isindemnification ~~difficult,~~practices ~~expensive and time-consuming, and we~~ may beadversely ~~unable~~impact toits ~~determine the extent of any unauthorized use~~business.

~~Any~~SiRF ~~potential~~has ~~dispute~~agreed ~~involving~~to ~~our~~indemnify ~~patents~~some orcustomers for certain costs and damages of intellectual property orinfringement ~~third~~in ~~party~~some circumstances. ~~patents~~This practice may subject SiRF to significant indemnification claims by its customers or ~~third~~others. In addition to indemnification claims by its customers, it may also have to defend related third-party infringement claims made directly ~~intellectual~~against ~~property~~it. ~~could~~In besome ~~costly~~instances, ~~time-consuming~~its GPS products are designed for use in devices used by potentially millions of consumers, such as cellular telephones, and its server software is placed on servers providing wireless network services to end-users, both of which could subject it to considerable exposure should an infringement claim occur. In the past, SiRF has received notice from a major customer informing it that this customer received notice from one of SiRF’s competitors that the inclusion of SiRF’s chip sets into SiRF’s customer’s products requires the payment of patent license fees to the competitor. SiRF may ~~result~~receive similar notices from its customers or directly from its competitors in ~~our~~the ~~loss~~future. ofSiRF cannot ~~significant~~assure ~~rights~~you that such claims will not be pursued or that these claims, if pursued, would not harm its business.

~~Other~~SiRF ~~parties may assert~~depends ~~intellectual~~primarily ~~property~~on ~~infringement~~a ~~claims~~few ~~against~~independent ~~us,~~foundries ~~and our products may infringe the intellectual property rights of third parties. From time~~ to ~~time~~manufacture wesubstantially ~~and~~all ~~our customers receive letters, including letters from various industry participants alleging infringement~~ of ~~patents~~its orcurrent ~~offerings to discuss licensing of third party patents alleged to be used in our~~ products~~. For example~~, ~~in September 2000, we entered into a settlement~~ and ~~cross-licensing~~any ~~agreement~~failure ~~with~~to aobtain ~~third~~sufficient ~~party~~foundry ~~regarding patent~~capacity ~~infringement~~could ~~under~~significantly ~~which~~delay weits ~~agreed~~ability to ~~pay~~ship ~~approximately~~its ~~$5.0~~products ~~million~~ and ~~issued~~damage aits ~~warrant to purchase shares of our preferred stock~~customer relationships. ~~As we increase our international sales, we may become more susceptible to these types of infringement claims.~~

~~Litigation~~SiRF ~~may~~does benot ~~necessary~~own ~~to enforce our patents~~ or ~~any~~operate ~~patents~~a wefabrication ~~may~~facility. ~~receive~~It ~~and~~relies ~~other~~on ~~intellectual~~third ~~property~~parties ~~rights,~~ to ~~protect~~manufacture ~~our~~its semiconductor ~~trade~~products. ~~secrets,~~Four tooutside ~~determine~~foundries, ~~the~~IBM ~~validity~~in ~~and scope of~~ the ~~proprietary~~United ~~rights of others~~States, orSamsung toin ~~defend~~South ~~against claims of infringement or invalidity~~Korea, ~~and~~STMicroelectronics ~~we may not prevail~~ in ~~any~~Italy ~~future~~and ~~litigation.~~France ~~For~~and ~~example,~~TSMC in ~~December 2006~~Taiwan, ~~our~~currently ~~subsidiary, SiRF~~manufacture ~~Technology,~~substantially ~~Inc.,~~all ~~filed~~of ~~a patent infringement complaint against Global Locate, Inc. and~~ its ~~United States distributor, SBCG, Inc~~products. ~~d/b/a Innovation Sales Southern California~~Also, in ~~the~~2007, ~~United~~with ~~States District Court for~~ the ~~Central~~acquisition ~~District~~ of ~~California~~Centrality, ~~and~~SiRF onbegan ~~February 8,~~using ~~2007,~~Global weUni ~~filed~~Chip, a ~~complaint~~design ~~with~~foundry, ~~the~~to ~~ITC~~provide ~~requesting~~turnkey ansolutions ~~investigation~~for ~~under~~its ~~the~~SoC ~~Tariff Act of 1930~~products.

~~Litigation,~~Because ~~whether~~SiRF orrelies not determined in our favor or settled, could be costly and time-consuming and could divert management’s attention from our business. If there is a successful claim of infringement, we may be required to pay substantial damages to the party claiming infringement, develop non-infringing technology or enter into royalty or license agreements that may not be available on ~~commercially acceptable terms, if at all. Our failure to develop non-infringing~~ ~~technologies~~outside ~~or license the proprietary rights on a timely basis could harm our business. Also~~foundries, weit ~~may~~faces beseveral ~~unaware~~significant ~~of filed patent applications that relate to our products. Parties making infringement claims may be able to obtain an injunction~~risks, ~~which could~~including: prevent us from selling our products or using technology that contains the allegedly infringing intellectual property. Parties making infringement claims may also be able to bring an action before the ITC that could result in an order stopping the importation into the United States of our products. Any intellectual property litigation could have a material adverse effect on our business, operating results or financial condition.

We may have difficulty in protecting our intellectual property rights in foreign countries, which could increase the cost of doing business or cause our revenue to decline.

Our intellectual property is used in a large number of foreign countries. There are many countries, particularly in emerging markets, in which we have no issued patents, or that may have reduced intellectual property protection. In addition, effective intellectual property enforcement may be unavailable or limited in some foreign countries. It may be difficult for us to protect our intellectual property from misuse or infringement by other companies in these countries. As we increase our international sales, it may be more difficult to protect our intellectual property rights. Reverse engineering, unauthorized copying or other misappropriation of our proprietary technologies could enable third parties to benefit from our technologies without paying us for doing so, which would harm our competitive position and market share. For example, if our foundries lose control of our intellectual property, it would be more difficult for us to take remedial measures because our foundries are located in countries that do not have the same protection for intellectual property that is provided in the United States. Furthermore, we expect this to become a greater problem for us as our technology licensees increase their manufacturing in countries, which provide less protection for intellectual property. Our inability to enforce our intellectual property rights in some countries may harm our business.

Our intellectual property indemnification practices may adversely impact our business.

We have agreed to indemnify some customers for certain costs and damages of intellectual property infringement in some circumstances. This practice may subject us to significant indemnification claims by our customers or others. In addition to indemnification claims by our customers, we may also have to defend related third-party infringement claims made directly against us. In some instances, our GPS products are designed for use in devices used by potentially millions of consumers, such as cellular telephones, and our server software is placed on servers providing wireless network services to end-users, both of which could subject us to considerable exposure should an infringement claim occur. In the past we have received notice from a major customer informing us that this customer received notice from one of our competitors that the inclusion of our chip sets into our customer’s products requires the payment of patent license fees to the competitor. We may receive similar notices from our customers or directly from our competitors in the future. We cannot assure you that such claims will not be pursued or that these claims, if pursued, would not harm our business.

We depend primarily on four independent foundries to manufacture substantially all of our current products, and any failure to obtain sufficient foundry capacity could significantly delay our ability to ship our products and damage our customer relationships.

We do not own or operate a fabrication facility. We rely on third parties to manufacture our semiconductor products. Four outside foundries, Samsung in South Korea, IBM in the United States, STMicroelectronics in Italy and France, and TSMC in Taiwan currently manufacture substantially all of our products.

Because we rely on outside foundries, we face several significant risks, including:

•

lack of manufacturing capacity and higher prices;

•

limited control over delivery schedules, quality assurance and control, manufacturing yields and production costs; and

•

the unavailability of, or potential delays in obtaining access to, key process technologies.

~~The~~Due ~~ability~~to ofthe ~~each~~general ~~foundry~~economic environment, some foundries may not be running at capacity and may shut down production for days at a time or close facilities. These actions may limit the foundries’ capacity to provide usSiRF with ~~semiconductors~~a issufficient ~~limited~~amount byof ~~its~~products ~~available~~in ~~capacity~~a timely manner, if at all. WeSiRF dodoes not have a guaranteed level of production capacity with any of these foundries and it is difficult to accurately forecast ~~our~~its capacity needs. WeSiRF dodoes not have long-term agreements with any of these foundries and weit ~~place~~places ~~our~~its orders on a purchase order basis, thus its unit or wafer costs are subject to change based on the cyclical demand for semiconductor products. WeSiRF ~~place~~places ~~our~~its orders on the basis of ~~our~~its customers’ purchase orders and sales forecasts~~; however~~, but the foundries can allocate capacity to the production of other companies’ products and reduce SiRF’s deliveries ~~to us~~ on short notice. It is possible that foundry customers that are larger and better financed than ~~we are~~SiRF, or that have long-term agreements with the foundries, may induce ~~our~~SiRF’s foundries to reallocate capacity to them. Any reallocation could impair ~~our~~SiRF’s ability to secure the supply of semiconductors that weit ~~need~~needs.

Each of ~~our~~SiRF’s semiconductor products is manufactured at only one foundry and, if any one foundry is unable to provide the capacity ~~we need~~SiRF needs, weSiRF may be delayed in shipping ~~our~~its products, which could damage ~~our~~its customer relationships and result in reduced revenue.

Although weSiRF substantially ~~use~~uses four ~~separate~~outside foundries, each of ~~our~~its semiconductor products is manufactured at one of these foundries. If one of SiRF’s ~~our~~ foundries is unable to provide usit with capacity as needed, weSiRF could experience significant delays delivering the semiconductor product being manufactured for usit solely by that foundry. Also, if any of ~~our~~its foundries experiences financial difficulties, if they suffer damage to their facilities or in the event of any other disruption of foundry capacity, weSiRF may not be able to qualify an alternative foundry in a timely manner. In addition, any consolidation among the various foundries could impact the affected foundries’ product capacity or its collective ability to continue to manufacture one or more of ~~our~~SiRF’s products. If weSiRF ~~choose~~chooses to use a new foundry or process for a particular semiconductor product, weit ~~believe~~believes that it would take usit several months to qualify the new foundry or process before weit ~~can~~could begin shipping products. If weSiRF ~~cannot~~is unable to accomplish this qualification in a timely manner, weit may experience a significant interruption in supply of the affected products.

~~The~~57 facilities of certain independent foundries upon which we rely to manufacture all of our semiconductors are located in regions that are subject to earthquakes and other natural disasters, as well as geopolitical risk and social upheaval.

Certain outside foundries and their subcontractors upon which we rely to manufacture most of our semiconductors are located in countries that are subject to earthquakes and other natural disasters, as well as geopolitical risks and social upheavals. Any earthquake or other natural disaster in these countries could materially disrupt these foundries’ production capabilities and could result in our experiencing a significant delay in delivery, or substantial shortage, of our products. In addition, these facilities are subject to risks associated with uncertain political, economic and other conditions in Asia, such

asThe ~~political~~facilities ~~turmoil in the region, which could disrupt the operation~~ of ~~these~~certain independent foundries ~~and~~upon inwhich ~~turn~~SiRF ~~harm~~relies ~~our~~to ~~business.~~manufacture ~~For~~all ~~example,~~of ~~South Korea is a~~its ~~neighboring~~semiconductors ~~state~~are tolocated ~~North Korea, which is currently~~ in ~~discussions~~regions ~~with~~that ~~the~~are ~~United~~subject ~~States~~to earthquakes and other ~~countries~~natural ~~regarding~~disasters, ~~its~~as ~~nuclear~~well ~~weapons~~as ~~program.~~geopolitical ~~Any~~risk ~~geographical~~and or social upheaval ~~in these countries could materially disrupt the production capabilities of our foundries and could result in our experiencing a significant delay in delivery, or a substantial shortage of our products~~.

WeCertain ~~depend~~outside onfoundries and their subcontractors upon which SiRF relies to manufacture most of its semiconductors are located in countries that are subject to earthquakes and other natural disasters, as well as geopolitical risks and social upheavals. Any earthquake or other natural disaster in these countries could materially disrupt these foundries’ production capabilities and could result in SiRF experiencing a ~~sole~~significant ~~supplier~~delay ~~for~~in ~~some~~delivery, ~~critical~~or substantial ~~components~~shortage, of its products. In addition, these facilities are subject to risks associated with uncertain political, economic and other conditions in Asia, such as political turmoil in the region, which could disrupt the operation of these foundries and in turn harm SiRF’s business. For example, South Korea is a neighboring state to North Korea, which is currently in discussions with the United States and other countries regarding its nuclear weapons program. Any geographical or social upheaval in these countries could materially disrupt the production capabilities of SiRF’s foundries and could result in SiRF experiencing a significant delay in delivery, or a substantial shortage of, SiRF’s products.

WeSiRF ~~purchase~~depends ~~certain~~on ~~critical components, such as NOR flash memory technology, from~~ a ~~single~~sole supplier. ~~The~~for ~~loss~~some ofcritical this supplier, disruption of the supply chain, or delays or changes in the design cycle time could result in delays in the manufacture and shipment of products, additional expense associated with obtaining a new supplier, impaired margins, reduced production volumes, strained customer relations and loss of business or could otherwise harm our results of operationscomponents.

WeSiRF ~~place~~purchases ~~binding~~certain ~~manufacturing~~critical ~~orders~~components, ~~based~~such onas ~~our~~NOR ~~forecasts~~flash ~~and~~memory iftechnology, wefrom ~~fail~~a tosingle ~~adequately~~supplier. ~~forecast~~The ~~demand~~loss ~~for~~of ~~our~~this supplier, disruption of the supply chain, or delays or changes in the design cycle time could result in delays in the manufacture and shipment of products, weadditional ~~may~~expense ~~incur~~associated ~~product~~with obtaining a new supplier, impaired margins, reduced production volumes, strained ~~shortages~~customer relations and loss of business or ~~excess~~could ~~product~~otherwise ~~inventory~~harm SiRF’s results of operations.

~~Our~~SiRF ~~third-party~~places ~~manufacturers require us to provide forecasts of our anticipated manufacturing orders and place~~ binding manufacturing ~~orders in advance of receiving purchase orders from our customers. This may result in product shortages or excess product inventory because we cannot easily increase or decrease our manufacturing~~ orders. ~~Obtaining~~based ~~additional~~on ~~supply~~its inforecasts the face of product shortages may be costly or impossible, particularly in the short-term, which could prevent us from fulfilling orders. In addition, our chip sets have rapidly declining average selling prices. As a result, an incorrect forecast may result in substantial product in inventory that is aged and ~~obsolete~~, ~~which~~if ~~could~~it ~~result~~fails ~~in write-downs of excess or obsolete inventory. Our failure~~ to adequately forecast demand for ~~our~~its products, ~~could cause~~it ~~our~~may ~~quarterly~~incur ~~operating~~product ~~results~~shortages toor ~~fluctuate~~excess ~~and~~product ~~cause our stock price to decline~~inventory.

WeSiRF’s ~~may~~third-party ~~experience~~manufacturers ~~lower~~require ~~than~~it ~~expected~~to provide forecasts of its anticipated manufacturing orders and place binding manufacturing orders in advance of receiving purchase orders from its customers. This may result in product shortages or excess product inventory because SiRF cannot easily increase or decrease its manufacturing ~~yields~~orders. Obtaining additional supply in the face of product shortages may be costly or impossible, particularly in the short-term, which ~~would~~could ~~delay~~prevent ~~the~~SiRF ~~production~~from fulfilling orders. In addition, SiRF’s chip sets have rapidly declining average selling prices. As a result, an incorrect forecast may result in substantial product in inventory that is aged and obsolete, which could result in write-downs of ~~our~~excess ~~semiconductor~~or ~~products~~obsolete inventory. SiRF’s failure to adequately forecast demand for its products could cause its quarterly operating results to fluctuate and cause its stock price to decline.

~~The~~SiRF ~~manufacture~~may ofexperience semiconductors is a highly complex process. Minute impurities can cause a substantial number of wafers to be rejected or cause numerous die on a wafer to be nonfunctional. Semiconductor companies often encounter difficulties in achieving acceptable product yields from their manufacturers. Our foundries have from time to time experienced lower than ~~anticipated~~expected manufacturing yields, ~~including~~which ~~for~~would ~~our~~delay ~~products. This often occurs during~~ the production of ~~new~~its ~~products~~semiconductor ~~or the installation and start-up of new process technologies~~products. We may also experience yield problems as we migrate our manufacturing processes to smaller geometries. If we do not achieve planned yields, our product costs could increase, and product availability would decrease.

The ~~loss~~manufacture of ~~any~~semiconductors is a highly complex process. Minute impurities can cause a substantial number of ~~our~~wafers ~~primary~~to ~~third-party~~be rejected ~~subcontractors~~or ~~that~~cause ~~assemble~~numerous die on a wafer to be nonfunctional. Semiconductor companies often encounter difficulties in achieving acceptable product yields from their manufacturers. SiRF’s foundries have from time to time experienced lower than anticipated manufacturing yields, including for SiRF’s products. This often occurs during the production of new products or the installation and ~~test~~start ~~all~~up of ~~our~~new ~~current~~process ~~products~~technologies. ~~could~~SiRF ~~disrupt~~may ~~our~~also ~~shipments,~~experience ~~harm~~yield ~~our~~problems as it migrates its ~~customer~~manufacturing ~~relationships~~processes to smaller geometries. If SiRF does not achieve planned yields, its product costs could increase, and ~~reduce~~product ~~our~~availability ~~sales~~would decrease.

WeThe ~~rely~~loss onof aany ~~limited number~~ of SiRF’s primary third-party subcontractors tothat assemble and test all of ~~our~~its current ~~chip~~products ~~sets~~could ~~either~~disrupt for our foundries or directly for us. As a result, we do not directly control our product delivery schedules, assembly and testing costs or quality assurance and control. If any of these subcontractors experience capacity constraints or financial difficulties, if any subcontractor suffers any damage to its facilities or if there is any other disruption of assembly and testing capacity, we may not be able to obtain alternative assembly and testing services in a timely manner. We typically do not have long-term agreements with any of these subcontractors. We typically procure services from these suppliers on a per-order basis. Because of the amount of time that it usually takes us to qualify assemblers and testers, we could experience significant delays in product shipments ~~if we are required to find alternative assemblers or testers for our semiconductor products. Any problems that we may encounter with the delivery~~, ~~quality~~harm orits ~~cost~~customer ~~of our~~relationships ~~products could damage our reputation~~ and ~~result~~reduce inits ~~a loss of customers~~sales.

~~The~~SiRF ~~GPS~~relies ~~market~~on ~~could~~a belimited ~~subject~~number of primary third-party subcontractors to ~~governmental~~assemble and test all of its current chip sets either for its foundries or directly for it. As a result, SiRF does not directly control its product delivery schedules, assembly and testing costs or quality assurance and control. If any of these subcontractors experience capacity constraints or financial difficulties, if any subcontractor suffers any damage to its facilities or if there is any other ~~regulations~~disruption ~~that~~of assembly and testing capacity, SiRF may ~~increase~~not ~~our~~be ~~cost~~able to obtain alternative assembly and testing services in a timely manner. SiRF typically does not have long-term agreements with any of ~~doing~~these ~~business~~subcontractors. orSiRF ~~decrease~~typically ~~demand~~procures services from these suppliers on a per-order basis. Because of the amount of time that it usually takes SiRF to qualify assemblers and testers, it could experience significant delays in product shipments if it is required to find alternative assemblers or testers for ~~our~~its semiconductor products. Any problems that SiRF may encounter with the delivery, quality or cost of its products could damage its reputation and result in a loss of customers.

~~GPS~~58 technology is restricted and its export is controlled. Our business may be impacted by both domestic and international regulations because our technology relies on the GPS satellite network and radio frequency bands. For example, the United States government may restrict specific uses of GPS technology in some applications for privacy or other reasons and block the civilian GPS signal at any time or in hostile areas. In December 2004, the President of the United States authorized a new national policy that established guidance and implementation actions for space-based positioning, navigation, timing programs, augmentations and activities for United States national and homeland security, civil, scientific, and commercial purposes.

The GPS market could be subject to governmental and other regulations that may increase SiRF’s cost of doing business or decrease demand for its products.

GPS technology is restricted and its export is controlled. SiRF’s business may be impacted by both domestic and international regulations because its technology relies on the GPS satellite network and radio frequency bands. For example, the United States government may restrict specific uses of GPS technology in some applications for privacy or other reasons and block the civilian GPS signal at any time or in hostile areas. In December 2004, the now former President of the United States authorized a new national policy that established guidance and implementation actions for space-based positioning, navigation, timing programs, augmentations and activities for United States national and homeland security, civil, scientific, and commercial purposes.

In addition, radio frequency bands are globally allocated for radio navigation satellite services. International allocations of radio frequency bands are made by the International Telecommunications Union, a specialized technical agency of the United Nations. These allocations are also governed by radio regulations that have treaty status and are subject to modification every two to three years by the World Radio Communication Conference. Further, the Federal Communications Commission, or FCC, continually receives proposals for new technologies and services that may seek to operate in, or across, the radio frequency bands currently used by GPS and other public services.

These types of regulations as well as other actions, may limit the growth of the GPS market, such as:

•

changes in the United States government policy for the use of GPS without charge;

•

reallocation of radio frequency bands, including frequency band segmentation or spectrum sharing, which may negatively affect the utility and reliability of GPS-based products;

•

adverse decisions by the FCC that result in harmful interference to the delivery of the GPS signals, such as permitting the operation of ultra-wideband radio devices, which may harm the utility and reliability of GPS-based products thereby reducing demand for GPS-based products;

•

changes in the United States government policy to maintain GPS satellites over a long period of time; and

•

a reduction in the number of operating satellites, which would impair the operations or utility of GPS.

WeSiRF also ~~face~~faces various risks associated with ~~our~~its dependence on GPS satellites and radio frequency bands, including:

•

electronic and mechanical failures or sabotage of satellites;

•

substantial delays in replacing inoperable satellites with new satellites, if replaced at all, as repairing damaged or malfunctioning satellites is currently not economically feasible;

•

disruptions in the GPS satellite network; and

•

unwanted emissions from mobile satellite services and other equipment operating in adjacent frequency bands or inband, which may negatively affect the utility and reliability of GPS-based products.

~~These~~Governmental and other regulations or actions could interrupt or increase ~~our~~ SiRF’s cost of doing business, which may have a material negative effect on ~~our~~its business.

Personal privacy concerns may limit the growth of the high-volume consumer and commercial GPS-based applications and demand for ~~our~~SiRF’s products.

GPS-based consumer and commercial applications rely on the ability to receive, analyze and store location information. Consumers may not accept some GPS applications because of the fact that their location can be tracked by others and that this information could be collected and stored. Also, federal and state governments may disallow specific uses of GPS technology for privacy or other reasons or could subject this industry to regulation. If consumers view GPS-based applications as a threat to their privacy, demand for some GPS-based products could decline.

~~Changes~~SiRF tomay ~~our~~continue ~~senior~~to ~~management~~evaluate ~~could~~acquisitions ~~negatively~~or ~~affect~~investments ~~our~~in ~~operations~~complementary technologies and ~~relationships~~businesses ~~with~~in ~~manufacturers~~the future, ~~customers~~ and ~~employees~~it may not realize the anticipated benefits of these acquisitions or investments.

WeAs ~~have~~part ~~hired~~of ~~new~~SiRF’s ~~senior~~business ~~management~~strategy, ~~and~~it ~~these~~may ~~changes~~evaluate ~~could~~acquisitions ~~negatively~~of, ~~affect~~or ~~our~~investments ~~operations~~in, complementary technologies and ~~our relationships~~businesses. ~~with~~In ~~our~~2006, ~~manufacturers~~SiRF acquired TrueSpan Incorporated, ~~third~~a development-~~party~~stage ~~subcontractors~~technology company with significant communications systems expertise and, ~~customers~~in August 2007, ~~employees~~it ~~and~~acquired ~~market~~Centrality ~~leaders~~Communications Inc., Ifa ~~the~~privately-held ~~integration~~developer of ~~our~~navigation ~~senior~~processor ~~management~~solutions ~~team~~for ~~does~~mobile ~~not~~navigation gosystems, aswhich ~~smoothly~~is asthe ~~anticipated,~~largest itacquisition ~~could~~completed ~~negatively~~by ~~affect~~SiRF ~~our~~to ~~business~~date.

~~Our~~59 ~~ability to raise capital in the future may be limited, and our failure to raise capital when needed could prevent us from executing our growth strategy.~~

WeTable believe that our existing cash, investments, amounts available under our bank line of credit and cash generated from operating activities, will be sufficient to meet our anticipated cash needs for at least the next 12 months. The timing and amount of our working capital and capital expenditure requirements may vary significantly depending on numerous factors, including: Contents

•In the future, SiRF may be unable to identify suitable acquisition candidates or investment opportunities or be able to make these acquisitions or investments on a commercially reasonable basis, or at all. If SiRF is unable to identify and successfully complete suitable acquisitions or investments, it may be required to expand its internal research and development efforts, which could harm its competitive position or result in negative market ~~acceptance~~perception. ofAny ~~our~~acquisition ~~products;~~or investment could have several risks, including:

•

SiRF’s inability to successfully integrate acquired technologies, product lines or operations;

•

diversion of management’s attention;

•

potentially dilutive issuances of equity securities or the incurrence of debt or contingent liabilities;

•

expenses related to amortization of intangible assets;

•

potential write-offs of acquired assets;

•

risk of project delays;

•

failure to achieve projected results of the acquisition;

•

loss of key employees of acquired businesses; and

•

SiRF’s inability to recover the costs of acquisitions or investments.

SiRF may not realize the anticipated benefits of any acquisition or investment. Future acquisitions may require it to make investments upfront, and there is no assurance that such investments will retain their value or positively contribute to its financial results. Further, the integration of certain operations following any acquisition will require the dedication of significant management resources, which could distract management’s attention from SiRF’s day-to-day business. An inability to realize the full extent of, or any of, the anticipated benefits of any acquisition or investment, as well as any delays encountered in the integration process, could adversely affect SiRF’s business and results of operations.

SiRF’s ability to raise capital in the future may be limited, and its failure to raise capital when needed could prevent it from executing its growth strategy.

SiRF believes that its existing cash, investments, amounts available under its bank line of credit and cash generated from operating activities will be sufficient to meet its anticipated cash needs for at least the next 12 months. The timing and amount of its working capital and capital expenditure requirements may vary significantly depending on numerous factors, including:

•

market acceptance of its products;

•

the need to adapt to changing technologies and technical requirements;

50• the existence of opportunities for expansion;

•

access to and availability of sufficient management, technical, marketing and financial personnel; and

•

SiRF’s ability to obtain financing, if necessary.

If SiRF’s capital resources are insufficient to satisfy its liquidity requirements, it may seek to sell additional equity securities or debt securities or obtain other debt financing. The sale of additional equity securities or convertible debt securities would result in additional dilution to its stockholders. Additional debt would result in increased expenses and could result in covenants that would restrict its operations. SiRF has not made arrangements to obtain additional financing, and there is no assurance that financing, if required, will be available in amounts or on terms acceptable to it, if at all.

If SiRF fails to maintain proper and effective internal controls, its ability to produce accurate financial statements could be impaired, which could adversely affect its operating results, its ability to operate its business and its stock price.

During the course of SiRF’s testing of its internal controls, it may identify, and have to disclose, material weaknesses or significant deficiencies in its internal controls that will have to be remediated. For example, in SiRF’s quarterly report for the third quarter of 2008, SiRF disclosed a material weakness in its tax accounting process. Implementing any appropriate changes to its internal controls may require specific compliance training of its directors, officers and employees, entail substantial costs in order to modify its existing accounting systems, and take a significant period of time to complete. These changes may not, however, be effective in maintaining the adequacy of its internal controls, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase its operating costs and could materially impair its ability to operate its business. In addition, investors’ perceptions that SiRF’s internal controls are inadequate or that it is unable to produce accurate financial statements may negatively affect its stock price.

•Changes ~~the~~to ~~existence~~financial ofaccounting ~~opportunities~~standards ~~for~~or ~~expansion;~~United States generally accepted accounting principles may affect SiRF’s results of operations and cause it to change its business practices.

•SiRF ~~access~~prepares its financial statements to ~~and~~conform ~~availability~~with United States generally accepted accounting principles, or GAAP. These accounting principles are subject to interpretation by the Financial Accounting Standards Board, American Institute of ~~sufficient~~Certified ~~management~~Public Accountants, ~~technical~~the SEC, ~~marketing~~and various bodies formed to interpret and create appropriate accounting policies. A change to GAAP or related policies can have a significant effect on SiRF’s reported results and may affect its reporting of transactions completed before a change is announced. Changes to those rules or the questioning of current practices may adversely affect SiRF’s reported financial ~~personnel~~results or the way it conducts its business.

If our capital resources are insufficient to satisfy our liquidity requirements, we may seek to sell additional equity securities or debt securities or obtain other debt financing. The sale of additional equity securities or convertible debt securities would result in additional dilution to our stockholders. Additional debt would result in increased expenses and could result in covenants that would restrict our operations. We have not made arrangements to obtain additional financing, and there is no assurance that financing, if required, will be available in amounts or on terms acceptable to us, if at all.

The warranty provisions in our agreements with some customers expose us to risks from product liability claims.

Our agreements with some customers contain limited warranty provisions, which provide the customer with a right to damages if a defect is traced to our products or if we cannot correct errors reported during the warranty period. While our historical warranty costs have not been material, if in the future our contractual limitations are unenforceable in a particular jurisdiction or if we are exposed to product liability claims that are not covered by insurance, a successful claim could require us to pay substantial damages.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On the following dates we withheld the following shares of common stock pursuant to the exercise of outstanding options by net issuance in which the holders relinquished shares to cover the exercise price and withholding taxes for such shares of common stock:

Period	Total Number ofShares (or Units)Withheld	Average Price Paidper Share (or Unit)		Total Number ofShares (or Units)Purchased as Part ofPublicly AnnouncedPlans or Programs	Maximum Number(or ApproximateDollar Value) ofShares (or Units) thatMay Yet BePurchased Under thePlans or Programs
July 31, 2007	163	$	23.44	None	N/A
August 31, 2007	148	$	16.86	None	N/A
September 28, 2007	110	$	21.35	None	N/A

On the following dates we withheld the following shares of common stock pursuant to the vesting of outstanding restricted stock units to cover the withholding taxes for such shares of common stock:

Date of Vesting	Shares ofCommon StockIssued	Shares ofCommon StockWithheld	AverageFair Market Value inPeriod of Vesting
July 1, 2007 – July 31, 2007	4,684	2,600	$	21.37
August 1, 2007 – August 31, 2007	16,948	2,484	$	19.44
September 1, 2007 – September 30, 2007	4,316	2,369	$	19.34

Item 6.

Exhibits

Exhibit No.	Exhibit
		Incorporated by Reference
2.1	Agreement and Plan of Merger, dated as of June 21, 2007, by and among SiRF Technology Holdings, Inc., Spartacus I Acquisition Corp., a California corporation and wholly-owned subsidiary of SiRF, Spartacus II Acquisition Corp., a California corporation a wholly owned subsidiary of SiRF, Centrality Communications, Inc., and solely with respect to Article 6 and Article 9, Teh-Tsung Lai, as Shareholder Agent (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 6, 2007). The following exhibits and schedules to the Agreement and Plan of Merger have been omitted. SiRF will furnish copies of the omitted exhibit and schedules to the Commission upon request. Exhibit A Form of Written Consent Exhibit B Form of Non-Competition Agreement Exhibit C Form of Employment Offer Exhibit D Form of Agreement of Merger Exhibit E Form of Second Step Agreement of Merger Exhibit F Form of Escrow Agreement Exhibit G Form of Shareholder Certificate Exhibit H-1 Form of Acquirer Officers’ Certificate Exhibit H-2 Form of Acquirer’s Secretary Certificate Exhibit J Form of Pillsbury Winthrop Shaw Pittman, LLP Opinion Exhibit K-1 Form of Officers’ Certificate Exhibit K-2 Form of Secretary’s Certificate Exhibit L Form of Orrick, Herrington & Sutcliffe LLP Opinion Exhibit M Form of FiRPTA Certificate Schedule A Major Shareholders Schedule 7.3(i) Key Employees
ExhibitNumber	Exhibit Description	Form	Filing Date	Filed/FurnishedHerewith
2.2	Amendment No. 1 to the Agreement and Plan of Merger, dated August 6, 2007, by and among SiRF Technology Holdings, Inc., Spartacus I Acquisition Corp., a California corporation and wholly-owned subsidiary of SiRF, Spartacus II Acquisition Corp., a California corporation and wholly-owned subsidiary of SiRF and Centrality Communications, Inc., a California corporation, and solely with respect to Article 6 and Article 9, Teh-Tsung Lai, as Shareholder Agent (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on August 6, 2007).
2.1	Agreement and Plan of Merger, dated February 9, 2009, by and amoung CSR plc, Shannon Acquisition Sub, Inc. and SiRF Technology Holdings, Inc.	8-K	2/10/2009
10.1	Centrality Communications, Inc. 1999 Stock Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (File No. 333-145173).
31.1	Certification of Diosdado P. Banatao pursuant to Rule 13(a)-14(a)/15(d)-14(a)			X
31.1	Certification of Michael L. Canning pursuant to Rule 13a-14(a)/15d-14(a)
31.2	Certification of Dennis Bencala pursuant to Rule 13(a)-14(a)/15(d)-14(a)			X
31.2	Certification of Geoffrey Ribar pursuant to Rule 13a-14(a)/15d-14(a)
32.1	Section 1350 Certification.(1)			X
32.1	Section 1350 Certification (1)

⁽¹⁾

The material contained in this Exhibit 32.1 is not deemed “filed” with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing, except to the extent that the registrant specifically incorporates it by reference.

5261

SiRF TECHNOLOGY HOLDINGS, INC.

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.

		SiRF Technology Holdings, Inc
		SiRF Technology Holdings, Inc.
Date:	November 7, 2007	By:	/s/ MICHAEL L. CANNING
Date: May 5, 2009		By:	/s/ DIOSDADO P. BANATAO
			Michael L. Canning
			Diosdado P. Banatao
			President and Chief Executive Officer
			Interim President and Chief Executive Officer
			(Duly authorized officer)
Date:	November 7, 2007		/s/ GEOFFREY RIBAR
Date: May 5, 2009			/s/ DENNIS BENCALA
			Geoffrey Ribar
			Dennis Bencala
			Senior Vice President Finance and Chief Financial Officer
			Chief Financial Officer
			(Duly authorized officer and principal financial officer)
			(Duly authorized principal financial officer)

5362

~~EXHIBIT~~Exhibits ~~INDEX~~Index

Exhibit No.	Exhibit
		Incorporated by Reference
2.1	Agreement and Plan of Merger, dated as of June 21, 2007, by and among SiRF Technology Holdings, Inc., Spartacus I Acquisition Corp., a California corporation and wholly-owned subsidiary of SiRF, Spartacus II Acquisition Corp., a California corporation a wholly owned subsidiary of SiRF, Centrality Communications, Inc., and solely with respect to Article 6 and Article 9, Teh-Tsung Lai, as Shareholder Agent (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 6, 2007). The following exhibits and schedules to the Agreement and Plan of Merger have been omitted. SiRF will furnish copies of the omitted exhibit and schedules to the Commission upon request. Exhibit A Form of Written Consent Exhibit B Form of Non-Competition Agreement Exhibit C Form of Employment Offer Exhibit D Form of Agreement of Merger Exhibit E Form of Second Step Agreement of Merger Exhibit F Form of Escrow Agreement Exhibit G Form of Shareholder Certificate Exhibit H-1 Form of Acquirer Officers’ Certificate Exhibit H-2 Form of Acquirer’s Secretary Certificate Exhibit J Form of Pillsbury Winthrop Shaw Pittman, LLP Opinion Exhibit K-1 Form of Officers’ Certificate Exhibit K-2 Form of Secretary’s Certificate Exhibit L Form of Orrick, Herrington & Sutcliffe LLP Opinion Exhibit M Form of FiRPTA Certificate Schedule A Major Shareholders Schedule 7.3(i) Key Employees
ExhibitNumber	Exhibit Description	Form	Filing Date	Filed/FurnishedHerewith
2.2	Amendment No. 1 to the Agreement and Plan of Merger, dated August 6, 2007, by and among SiRF Technology Holdings, Inc., Spartacus I Acquisition Corp., a California corporation and wholly-owned subsidiary of SiRF, Spartacus II Acquisition Corp., a California corporation and wholly-owned subsidiary of SiRF and Centrality Communications, Inc., a California corporation, and solely with respect to Article 6 and Article 9, Teh-Tsung Lai, as Shareholder Agent (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on August 6, 2007).
2.1	Agreement and Plan of Merger, dated February 9, 2009, by and amoung CSR plc, Shannon Acquisition Sub, Inc. and SiRF Technology Holdings, Inc.	8-K	2/10/2009
10.1	Centrality Communications, Inc. 1999 Stock Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (File No. 333-145173).
31.1	Certification of Diosdado P. Banatao pursuant to Rule 13(a)-14(a)/15(d)-14(a)			X
31.1	Certification of Michael L. Canning pursuant to Rule 13a-14(a)/15d-14(a)
31.2	Certification of Dennis Bencala pursuant to Rule 13(a)-14(a)/15(d)-14(a)			X
31.2	Certification of Geoffrey Ribar pursuant to Rule 13a-14(a)/15d-14(a)
32.1	Section 1350 Certification.(1)			X
32.1	Section 1350 Certification(1)

⁽¹⁾

5463

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Filing Compare · SIRF TECHNOLOGY HOLDINGS INC