- Amended Annual Report (10-K/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark one)

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

For the fiscal year ended December 27, 2008

¨	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		95112-4211
(Address of principal executive offices)		(Zip Code)

(408) 467-0410

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $0.0001 par value per share The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨ .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one.)


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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2008, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $215,161,795 (based on the last reported sale price of $4.32 on June 30, 2008). Shares of common stock held by each then current executive officer and director and by each person who is known by the registrant to own 10% or more of the outstanding common stock have been excluded from this computation in that such persons may be deemed to have been affiliates of the registrant. This determination of affiliate status is not a conclusive determination for other purposes.

62,928,501 shares of the Registrant’s common stock, par value $0.0001 per share, were outstanding as of April 9, 2009.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Explanatory Note

SiRF Technology Holdings, Inc. (the “Company” or “SiRF”) is filing this Amendment No. 1 (the “Amended Report”) to its Annual Report on Form 10-K for the fiscal year ended December 27, 2008, filed with the Securities and Exchange Commission (the “SEC”) on March 2, 2009 (the “Original Report”) in order to add certain information required by the following items of Form 10-K:


Item		Description
Item 1A		Risk Factors

Item 3		Legal Proceedings

Item 9A		Controls and Procedures

Item 10		Directors, Executive Officers and Corporate Governance

Item 11		Executive Compensation

Item 13		Certain Relationships and Related Transactions, and Director Independence

Item 14		Principal Accounting Fees and Services

SiRF hereby amends Items 1A and 3 of Part I, Item 9A of Part II and Items 10, 11, 13 and 14 of Part III of the Original Report by deleting the text of such Items 1A, 3, 9A, 10, 11, 13 and 14 in their entirety and replacing them with the information provided below under the respective headings. This Amended Report does not affect any other items in the Original Report. As a result of this amendment, SiRF is also filing as exhibits to this Amended Report the certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements are contained in this Amended Report, SiRF is not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Except as otherwise expressly stated for the items amended in this Amended Report, this Amended Report continues to speak as of the date of the Original Report and SiRF has not updated the disclosure contained herein to reflect events that have occurred since the filing of the Original Report. Accordingly, this Amended Report should be read in conjunction with the Original Report and SiRF’s other filings made with the SEC subsequent to the filing of the Original Report.

TABLE OF CONTENTS


PART I

Item 1A.	Risk Factors	1

Item 3.	Legal Proceedings	19

PART II

Item 9A.	Controls and Procedures	22

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	23

Item 11.	Executive Compensation	26

Item 13.	Certain Relationships and Related Transactions, and Director Independence	35

Item 14.	Principal Accounting Fees and Services	35

SIGNATURES

PART I

Item 1A.

Risk Factors

In evaluating SiRF and SiRF’s business, you should carefully consider the risks described below in addition to the cautionary statements and other risks described elsewhere herein and in the Original Report, as well as other information in this Amended Report and in SiRF’s other filings with the SEC. Any one of the following risks could seriously harm SiRF’s business, financial condition, and results of operations, causing the price 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.

Risks related to the proposed Merger with CSR

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:

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

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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;

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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 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 RFMD. 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 Tharos 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 2008, the Named Respondents collectively represented approximately 7% 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 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 business 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 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 operation 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 2008, the Named Respondents collectively represented approximately 7% 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 U.S. Patent and Trademark 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 U.S. Patent and Trademark Office granted each of the SiRF Technology’s requests for reexamination with respect to the four patents and has ordered their reexamination. In a preliminary 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 3, Legal Proceedings , under Part I 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:

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

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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;

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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

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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 21, Commitments and Contingencies , of the Notes to Consolidated Financial Statements in Item 8 under Part II in this report for further information. See also Item 3, Legal Proceedings , under Part I 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 3, Legal Proceedings , under Part I 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 3, Legal Proceedings , under Part I in this report.

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.

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 three shareholder derivative lawsuits alleging breaches of fiduciary duty, a description of which can be found in Item 3, Legal Proceedings , below. 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:

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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;

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

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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;

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unpredictable volume, timing and cancellation of customer orders;

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

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

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

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

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

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seasonality in SiRF’s various target markets;

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

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other intangible asset write-downs;

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

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

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fluctuations in litigation expenses; and

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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 2008 and 2007 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, April 17, 2009. The rule is scheduled to be reinstated on Monday, April 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 April 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 December 27, 2008, SiRF’s total valued inventory was $16.4 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 12, Restructuring , of the Notes to Consolidated Financial Statements , in Item 8 under Part II 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 declines 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 3, 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. SiRF had two customers that each accounted for 10% or more of its net revenue in each 2008 and 2007, and three customers that each accounted for 10% or more of its revenue in 2006. In 2008, Promate and Elcoteq collectively accounted for 37% of SiRF’s net revenue. In 2007, Promate and Garmin collectively accounted for 45% of SiRF’s net revenue. In 2006, Promate, Garmin and Gateway collectively accounted for 68% 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 21%, 32% and 48% of its net revenue in 2008, 2007 and 2006, 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 81%, 88% and 85% of its net revenue from international sales in 2008, 2007 and 2006, respectively. International sales to the Asia-Pacific region accounted for approximately 63%, 81% and 79% of its net revenue in 2008, 2007 and 2006, respectively. International sales to the Asia-Pacific region decreased as a percentage of total revenue in 2008 compared to 2007 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:

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

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

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

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international terrorism, particularly in emerging markets;

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laws and business practices favoring local companies;

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potentially adverse tax consequences, such as withholding tax obligations on license revenue that SiRF may not be able to offset fully against 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;

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

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inadequate local infrastructure and transportation delays;

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

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failure by SiRF or its customers to gain regulatory approval for use of its products; and

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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 SiRF’s future international sales and operations and, consequently, its business.

Cyclicality in the semiconductor industry may affect SiRF’s revenue and, as a result, 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 SiRF’s operating results to decline dramatically from one period to the next. In addition to the sale of chip sets, SiRF’s business depends on the volume of production by 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 SiRF is unable to control its expenses adequately in response to lower revenue from its chip set customers and technology licensees, its operating results could suffer and it could experience operating losses.

SiRF’s adoption of a restructuring plan may cause disruptions in its business and operations and will result in restructuring and other charges.

In response to the continued economic uncertainties, increased competition and expected continuing consumer demand weakness in the first half of the year, SiRF adopted a restructuring plan in March 2008 to better align its resources with its current business objectives. As part of this restructuring plan, SiRF reduced its workforce and cancelled and reprioritized certain engineering projects. After having made considerable investments on the development of its mobile TV technology, SiRF stopped further product development in the mobile TV space. Most of the engineers associated with this project were reassigned to SiRF’s other core technology development programs. In July 2008, SiRF announced further restructuring efforts that included reductions in force and reprioritization of certain engineering projects. SiRF announced even further restructuring efforts in December 2008 that included additional reductions in force and further reprioritization of additional engineering projects. After having made considerable investments on the development of Bluetooth technology, SiRF stopped further product development in Bluetooth technology.

This restructuring 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 execute effectively on the new strategy, it may not be able to meet the needs of its customers for products and services. SiRF must effectively manage the implementation of the restructuring plan to avoid any resulting confusion or conflict that might affect its ability to effectively respond to its customers’ needs, which could negatively impact its business, results of operations and financial condition.

SiRF’s products are becoming more complex and defects in its products could result in a decrease in customers and revenue, unexpected expenses and loss of market share.

SiRF’s products are complex and must meet stringent quality requirements. With some of SiRF’s acquisitions 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 SiRF’s historical warranty costs have not been significant, any errors or defects in its products, or the perception 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 warranty provisions in SiRF’s agreements with some customers expose it to risks from product liability claims.

SiRF’s 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 the future its 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 changes to SiRF’s senior management could negatively affect its operations and relationships with manufacturers, customers and employees.

Recent 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 role of 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 Investor Relations, as acting Chief Financial Officer. Effective September 12, 2008, the Board appointed 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 competition for qualified personnel is intense in SiRF’s industry and in its geographic regions, SiRF may not be able to recruit and retain necessary personnel, which could impact the development or sales of its products.

SiRF’s success will depend on its 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 and radio frequency hardware design engineers. While the economic downturn has resulted in an increase of available personnel, there is still often intense competition for these personnel, particularly in the San Francisco Bay area, Los Angeles area and Phoenix area in the United States, in Noida, India, in Beijing and Shanghai, China, and Singapore. SiRF may be unable to attract and retain key technical and managerial personnel. In addition, SiRF’s announced reduction in force and the recently announced proposed merger could make attracting and retaining qualified personnel more difficult in the future. If SiRF is unable to retain its existing personnel or attract and train additional qualified personnel, its growth may be limited due to its lack of capacity to develop and market its products. All of 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 sales efforts or harm investors’ perception of its business. SiRF may also incur increased operating expenses and be required to divert the attention of other senior executives to recruit replacements for key personnel.

Part of SiRF’s business uses a royalty-based business model, which has inherent risks.

Although a substantial majority of SiRF’s net revenue is derived from sales of its chip sets and SoCs, in recent periods 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, royalties may be based on the number of subscribers or on transaction volumes. SiRF depends on its ability to structure, negotiate and enforce agreements for the determination and payment of royalties. License royalty revenue represented 4%, 2% and 3% of SiRF’s net revenue in 2008, 2007 and 2006, respectively. If a significant licensee terminates its relationship with SiRF, demands price reductions, decides to adopt its competitors’ technology over SiRF’s technology or if SiRF is 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:

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

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

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the demand for products incorporating its licensed technology; and

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

In addition, the standard terms of SiRF’s license agreements require its licensees to document the manufacture and sale of products that incorporate its technology and report this data to it on a quarterly basis. Although SiRF’s standard license terms give it the right to audit books and records of its licensees to verify this information, audits can be expensive, time-consuming and potentially detrimental to its ongoing business relationship with its licensees. As a result, to date, SiRF has relied exclusively on the accuracy of reports supplied by its licensees without independently verifying the information in them. Any significant inaccuracy in the reporting by its licensees or its failure to audit its licensees’ books and records may result in SiRF receiving less royalty revenue than it is entitled to under the terms of its license agreements.

SiRF may not obtain sufficient patent protection, which could harm its competitive position and increase its expenses.

SiRF’s success and ability to compete depends to a significant degree upon the protection of its proprietary technology. As of December 27, 2008, SiRF had 330 patents granted worldwide. Of this total, SiRF has 201 patents granted in the United States and 129 patents granted in foreign countries, with expiration dates ranging from 2011 to 2027, along with 173 pending patent applications in the United States and 202 pending foreign patent applications. SiRF’s patent applications may not provide protection for all competitive aspects of its technology or may not result in issued patents. Any patents issued may provide only limited protection for its technology and the rights that may be granted under any future patents that may be issued may not provide competitive advantages to 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 similar technologies or design around its patents and competitors could also successfully challenge any issued patent. SiRF may also choose not to pursue all instances of patent infringement.

SiRF relies upon trademark, copyright and trade secret laws and contractual restrictions to protect its proprietary rights and, if these rights are not sufficiently protected, it could harm its ability to compete and generate revenue.

SiRF relies on a combination of trademark, copyright and trade secret laws, and contractual restrictions, such as confidentiality agreements and licenses, to establish and protect its proprietary rights. SiRF’s ability to compete and grow its business could suffer if these rights are not adequately protected. SiRF seeks to protect its source code for its software, and design code for its chip sets, and documentation and other written materials under trade secret and copyright laws. SiRF licenses its software and IP cores under signed license agreements, which impose restrictions on the licensee’s ability to utilize the software and IP cores. SiRF also seeks to avoid disclosure of its intellectual property by requiring employees and consultants with access to its proprietary information to execute confidentiality agreements. There can be no assurance that the steps SiRF has taken to protect its proprietary information will be adequate to prevent misappropriation of its technology or that its proprietary rights will adequately protected because:

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laws and contractual restrictions may not prevent misappropriation of its technologies or deter others from developing similar technologies; and

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policing unauthorized use of its intellectual property is difficult, expensive and time-consuming, and it may be unable to determine the extent of any unauthorized use.

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

SiRF’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 that 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 intellectual property indemnification practices may adversely impact its business.

SiRF has agreed to indemnify some customers for certain costs and damages of intellectual property infringement in some circumstances. This practice may subject SiRF to significant indemnification claims by its customers or others. In addition to indemnification claims by its customers, it may also have to defend related third-party infringement claims made directly against it. In some instances, 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 receive similar notices from its customers or directly from its competitors in the future. SiRF cannot assure you that such claims will not be pursued or that these claims, if pursued, would not harm its business.

SiRF depends primarily on a few independent foundries to manufacture substantially all of its current products, and any failure to obtain sufficient foundry capacity could significantly delay its ability to ship its products and damage its customer relationships.

SiRF does not own or operate a fabrication facility. It relies on third parties to manufacture its semiconductor products. Four outside foundries, IBM in the United States, Samsung in South Korea, STMicroelectronics in Italy and France and TSMC in Taiwan, currently manufacture substantially all of its products. Also, in 2007, with the acquisition of Centrality, SiRF began using Global Uni Chip, a design foundry, to provide turnkey solutions for its SoC products.

Because SiRF relies on outside foundries, it faces several significant risks, including:

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lack of manufacturing capacity and higher prices;

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

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

Due to the general 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 SiRF with a sufficient amount of products in a timely manner, if at all. SiRF does not have a guaranteed level of production capacity with any of these foundries and it is difficult to accurately forecast its capacity needs. SiRF does not have long-term agreements with any of these foundries and it places 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. SiRF places its orders on the basis of its customers’ purchase orders and sales forecasts, but the foundries can allocate capacity to the production of other companies’ products and reduce SiRF’s deliveries on short notice. It is possible that foundry customers that are larger and better financed than SiRF, or that have long-term agreements with the foundries, may induce SiRF’s foundries to reallocate capacity to them. Any reallocation could impair SiRF’s ability to secure the supply of semiconductors that it needs.

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

Although SiRF substantially uses four outside foundries, each of its semiconductor products is manufactured at one of these foundries. If one of SiRF’s foundries is unable to provide it with capacity as needed, SiRF could experience significant delays delivering the semiconductor product being manufactured for it solely by that foundry. Also, if any of its foundries experiences financial difficulties, if they suffer damage to their facilities or in the event of any other disruption of foundry capacity, SiRF 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 SiRF’s products. If SiRF chooses to use a new foundry or process for a particular semiconductor product, it believes that it would take it several months to qualify the new foundry or process before it could begin shipping products. If SiRF is unable to accomplish this qualification in a timely manner, it may experience a significant interruption in supply of the affected products.

The facilities of certain independent foundries upon which SiRF relies to manufacture all of its 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 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 significant delay in delivery, or substantial 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.

SiRF depends on a sole supplier for some critical components.

SiRF purchases certain critical components, such as NOR flash memory technology, from a single supplier. The loss of 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 SiRF’s results of operations.

SiRF places binding manufacturing orders based on its forecasts and, if it fails to adequately forecast demand for its products, it may incur product shortages or excess product inventory.

SiRF’s third-party manufacturers require it 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 orders. Obtaining additional supply in the face of product shortages may be costly or impossible, particularly in the short-term, which could prevent SiRF 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 excess or 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.

SiRF may experience lower than expected manufacturing yields, which would delay the production of its semiconductor products.

The manufacture of 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. 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 start up of new process technologies. SiRF may also experience yield problems as it migrates its manufacturing processes to smaller geometries. If SiRF does not achieve planned yields, its product costs could increase, and product availability would decrease.

The loss of any of SiRF’s primary third-party subcontractors that assemble and test all of its current products could disrupt its shipments, harm its customer relationships and reduce its sales.

SiRF relies on a limited number of primary third-party subcontractors to 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 disruption of assembly and testing capacity, SiRF may not be able to obtain alternative assembly and testing services in a timely manner. SiRF typically does not have long-term agreements with any of these subcontractors. SiRF typically 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 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.

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.

SiRF also faces various risks associated with 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.

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

Personal privacy concerns may limit the growth of the high-volume consumer and commercial GPS-based applications and demand for 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.

SiRF may continue to evaluate acquisitions or investments in complementary technologies and businesses in the future, and it may not realize the anticipated benefits of these acquisitions or investments.

As part of SiRF’s business strategy, it may evaluate acquisitions of, or investments in, complementary technologies and businesses. In 2006, SiRF acquired TrueSpan Incorporated, a development-stage technology company with significant communications systems expertise and, in August 2007, it 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.

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 perception. Any acquisition 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;

•

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 to financial accounting standards or United States generally accepted accounting principles may affect SiRF’s results of operations and cause it to change its business practices.

SiRF prepares its financial statements to conform 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 Certified Public Accountants, the SEC, 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 results or the way it conducts its business.

Item 3.

Legal Proceedings

SiRF may be subject to legal proceedings, as well as demands, claims and threatened litigation that arise in the normal course of its business. SiRF is a party to the following material legal proceedings:

On December 15, 2006, SiRF’s subsidiary, SiRF Technology, filed a patent infringement complaint against Global Locate, Inc. and its United 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 alleged infringement by Global Locate and SBCG of four patents assigned to SiRF Technology and 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 of four patents and 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 of the Sherman Antitrust Act and of the California Business and Professions Code. On October 3, 2007, the District Court stayed both parties’ claims and counterclaims in their entirety pending resolution of the two ITC investigations described below.

Furthermore, on February 8, 2007, SiRF Technology 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 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. 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.

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, by, or sold by or for SiRF Technology and the customers named in the investigation, E-TEN Information Systems Co., Ltd., Mio Technology Ltd, USA, MiTAC International Corp. and Tharos Science & Applications, Inc., or the Named Respondents. As a result, on April 30, 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 its acquisition of Global Locate, Broadcom was subsequently added as an additional complainant to the Investigation. The ITC hearing commenced on April 28, 2008 and ended on May 13, 2008.

On August 8, 2008, the ALJ issued a Notice regarding the Initial Determination in this matter. This Notice contained conclusions of law 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. 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’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’s products ( i.e. , “downstream” products) that may be found to infringe, and (3) Cease and Desist Orders should be issued prohibiting SiRF Technology and the domestic Named Respondents from importing or selling in the United States those of SiRF Technology’s

that may 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.

On October 9, 2008, the ITC issued a Notice indicating that it had determined to review in part the Initial Determination. Specifically, 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 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 ITC determined not to review the remaining issues presented by SiRF Technology 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 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 named as respondents in an ITC case. The vast majority of SiRF Technology’s customers were not named as respondents in Broadcom’s ITC case against SiRF Technology. 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 ITC issued its Final Determination on January 15, 2009. The ITC modified certain of the ALJ’s findings, but determined on the basis of its modified findings that Global Locate has standing to assert U.S. Patent No. 6,606,346 and that SiRF Technology 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 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 manufactured 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 from the unlicensed entry of the infringing products into the United States by or on behalf of SiRF or the 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 Technology’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.

The Limited 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 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.

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 U.S. Patent and Trademark Office, or 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 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 has sought 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 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.

In February 2008, multiple putative class action lawsuits were filed in the United States District Court for the Northern District of California against SiRF and certain of its officers and directors. These complaints allege that SiRF, and certain of its officers and directors, made misleading statements and/or omissions relating to its business and operating results in violation of the federal securities laws. These cases have been consolidated and a consolidated amended complaint was filed on July 28, 2008. On September 26, 2008, SiRF filed a motion to dismiss all claims asserted in the consolidated amended complaint. The motion has been fully briefed.

Also in February 2008, two shareholder derivative lawsuits were filed in the Superior Court of the State of California, for Santa Clara County, against certain of SiRF’s officers and directors. These complaints allege breach of fiduciary duties, waste of corporate assets, unjust enrichment and violations 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 defendants’ response to the derivative complaint pending resolution of SiRF s motion to dismiss the securities litigation pending in the Northern District of California.

On February 13, 2009, a complaint regarding a purported class action lawsuit, Diaz v. Banatao, et al. , was filed in the Superior Court of California, Santa Clara County, against SiRF and SiRF’s Board of Directors in connection with the Merger Agreement. The complaint alleges, among other things, that (1) SiRF’s Board of Directors violated its fiduciary duties to SiRF’s stockholders by approving the Merger and certain terms set forth in Section 5.4 of the Merger Agreement related to SiRF’s ability to solicit, consider or accept alternative proposals, (2) SiRF aided and abetted its Board of Directors’ alleged breach of fiduciary duty and (3) the Merger Consideration is unfair for reasons including, but not limited to, a temporarily low stock price and that the book value of a share of stock allegedly exceeds the Merger Consideration per share. The complaint seeks, among other things, an injunction prohibiting SiRF and CSR from consummating the Merger, rescission of the Merger if the Merger is consummated prior to the entry of final judgment by the court, an accounting by the defendants to the plaintiffs for all damages caused by them and an accounting for all profits and any special benefits obtained by the defendants as a result of any breach of fiduciary duty and attorneys’ fees and expenses. SiRF intends to vigorously defend against the lawsuit.

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 California, Santa Clara County, against SiRF and SiRF’s Board of Directors in 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 disclosure by, among other things, (i) agreeing to sell SiRF without first taking steps to ensure that SiRF’s stockholders would obtain adequate, fair, and maximum consideration under the circumstances and (ii) engineering 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.

On February 27, 2009, plaintiffs in the above-referenced derivative litigation filed an amended, consolidated complaint, which added a purported class action claim against SiRF and SiRF’s Board of Directors in connection with the Merger Agreement. The class action allegations asserted in the consolidated amended complaint are substantially similar to the allegations set forth in the Diaz and Reich actions, although the class action allegations asserted in the consolidated amended complaint contain the additional allegation that SiRF entered into the Merger Agreement for the purpose of evading alleged liability relating to the derivative claims. Plaintiffs also seek to compel certain changes in SiRF’s corporate governance. SiRF intends to vigorously defend against these class action claims.

On March 27, 2009, the court ordered the Diaz and Reich actions consolidated with the shareholder derivative lawsuit, and affirmed its prior appointment of co-lead plaintiffs’ counsel in the consolidated action. The court further directed plaintiffs to submit a second amended consolidated compliant within 45 days of its order of consolidation. Other similar lawsuits may be filed although SiRF is not currently aware of any.

The outcome of any litigation is uncertain and either favorable or unfavorable outcomes could have a material impact. Regardless of the outcome, litigation may be time-consuming and expensive and could divert SiRF’s management’s attention from SiRF’s business.

PART II

Item 9A.

Controls and Procedures

(a) Evaluation of disclosure controls and procedures. SiRF 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 SiRF in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to SiRF’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating SiRF’s 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 disclosure controls and procedures are met. SiRF’s disclosure controls and procedures have been designed to meet reasonable assurance standards. Additionally, in designing disclosure controls and procedures, SiRF’s 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.

Based on their evaluation as of the end of the period covered by this Annual Report on Form 10-K, SiRF’s Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, SiRF’s disclosure controls and procedures were effective at the reasonable assurance level.

After the completion of SiRF’s third fiscal quarter of 2008 and in connection with the audit of SiRF’s consolidated financial statements for the year ended December 27, 2008, SiRF identified a material weakness in the tax accounting process, under the standards established by the Public Company Accounting Oversight Board. Specifically, controls relating to the oversight and review of tax provisions by no qualified personnel experienced in the appreciation of the rules, regulations and related accounting and timely consultation with experts were ineffective. The material weakness caused errors in SiRF’s income tax expense, however, did not materially impact its consolidated financial statements.

Management’s Report on Internal Control over Financial Reporting

SiRF’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of SiRF’s management, including its principal executive officer and principal financial officer, it conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on SiRF’s evaluation under the framework set forth in Internal Control—Integrated Framework, its management concluded that SiRF’s internal control over financial reporting was effective as of December 27, 2008. Ernst & Young LLP, an independent registered public accounting firm audited the financial statements contained in this annual report in Form 10-K and has issued an attestation report on SiRF’s internal control over financial reporting.

/S/ Diosdado P. Banatao

Diosdado P. Banatao

Executive Chairman and Interim Chief Executive Officer

/S/ Dennis Bencala

Dennis Bencala

Chief Financial Officer

(b) Changes in internal control over financial reporting. To remediate the material weakness noted above, SiRF continued the efforts already underway to review and make necessary changes to improve SiRF’s internal control over financial reporting, which included hiring qualified personnel experienced in application of tax rules and regulations and accounting for income taxes and implementation of additional review of tax provisions and reconciliations, and consulting with tax experts in a timely manner. SiRF believes these measures remediated this error prior to the end of the fourth fiscal quarter of 2008 and that SiRF has effective internal controls over financial reporting as of December 27, 2008. Other than these changes, there were no changes in SiRF’s 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 quarter that has materially affected, or is reasonably likely to materially affect, SiRF’s internal control over financial reporting.

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

The names of SiRF’s executive officers and directors and their ages as of April 9, 2009 are as follows:


Name	Age	Position(s)
Diosdado P. Banatao	62	Executive Chairman, Interim Chief Executive Officer and Director
Dennis Bencala	53	Chief Financial Officer
Kanwar Chadha	49	Vice President, Strategic Corporate Initiatives, Corporate Marketing, Director and Founder
John Quigley	52	Senior Vice President, Engineering
Ahmet Alpdemir	51	Vice President, Product Marketing
Adam R. Dolinko	40	Vice President, Corporate Development and General Counsel
Michael Kelly	56	Vice President, Sales
Jim Murphy	54	Vice President, Human Resources
Atul P. Shingal	49	Vice President, Operations
Moiz M. Beguwala	62	Director
Mohanbir Gyani	57	Director
Stephen C. Sherman	65	Director
James M. Smaha	73	Director
Sam S. Srinivasan	64	Director

Diosdado P. Banatao has served as SiRF’s Executive Chairman and Interim Chief Executive Officer since April 2008 and as its Chairman since its inception. Mr. Banatao is a Class III director and his term will expire at the annual meeting of stockholders to be held in 2010. Mr. Banatao has served as a managing partner of Tallwood Venture Capital, a venture capital firm, since June 2000. From January 1998 to May 2000, Mr. Banatao served as a venture partner at Mayfield Fund, a venture capital firm. Mr. Banatao founded S3 Incorporated (which changed its name to SonicBlue Incorporated), a provider of consumer digital entertainment products, where he served as President and Chief Executive Officer from January 1989 until January 1992 and as Chairman from January 1992 to December 1997. Mr. Banatao also co-founded Chips & Technologies and Mostron. Mr. Banatao holds a B.S. in electrical engineering from the Mapua Institute of Technology and an M.S. in electrical engineering and computer science from Stanford University.

Dennis Bencala has served as SiRF’s Chief Financial Officer since September 2008. Mr. Bencala joined SiRF in January 2000 as its Corporate Controller, became Senior Director, Investor Relations and Business Development, in August 2007 and became acting Chief Financial Officer in August 2008. Prior to joining SiRF, from 1995 to 1999, Mr. Bencala served as Corporate Controller at ScanVision, Inc., a developer of image sensing semiconductor products. From 1978 to 1995, Mr. Bencala held various finance positions, including Accounting Manager, Contracts Manager, and Subcontract Business Manager at EG&G Reticon and Lockheed Missiles and Space Company. Mr. Bencala holds a B.S. in Finance from San Diego State University.

Kanwar Chadha , one of SiRF’s founders, has served as its Vice President, Strategic Corporate Initiatives, Corporate Marketing since February 2009 and as one of its directors since its inception in February 1995. Mr. Chadha is a Class III director and his term will expire at the annual meeting of stockholders to be held in 2010. Mr. Chadha served as its Vice President, Marketing since SiRF’s inception in 1995 until February 2009. Prior to founding SiRF, Mr. Chadha served as Director of Strategic Marketing and as General Manager of the Multimedia Group at S3 from October 1992 to January 1995. From April 1992 to September 1992, Mr. Chadha was a management consultant with S3 and Arcus Technology, a data solutions company. From October 1989 to March 1992, Mr. Chadha served as Chairman of AQuest, Inc., a multimedia company. From October 1983 to September 1989, Mr. Chadha served in various marketing management positions, including Product Line Manager for Coprocessors and i860 RISC Processors, at Intel Corporation. Mr. Chadha holds a B.S. in electrical engineering from the Indian Institute of Technology, New Delhi, a M.S. in Computer Information Systems from the University of Pennsylvania, and an M.B.A. from the Wharton School of Business at the University of Pennsylvania.

John Quigley has served as SiRF’s Senior Vice President, Engineering since April 2008. Mr. Quigley joined SiRF in January 2007 as its Senior Director of Wireless Engineering. Prior to joining SiRF, from May 2004 to December 2006, Mr. Quigley served as Vice President of Engineering at Airgo Networks (now Qualcomm). From August 1991 to May 2004, Mr. Quigley held various management positions at Motorola, including Global Director for Motorola Semiconductor Radio Product Design Operations and Manager of Motorola’s Low Power Circuits and Systems Research Lab. Mr. Quigley holds a B.S. and M.S. in Electrical Engineering from Colorado State University.

Ahmet Alpdemir has served as SiRF’s Vice President, Product Marketing since February 2009. Prior to joining SiRF, from April 2005 to February 2009, Mr. Alpdemir was a management consultant with Shimdi Venture Advisors where he advised clients across a wide range of technologies and business models. In April 2000, Mr. Alpdemir founded Dialsurf, Inc. where he served as President and Chief Executive Officer until May 2005. Mr. Alpdemir held a number of positions at Vadem, including Vice President, Business Development and Vice President, Marketing from October 1992 until March 1999. Mr. Alpdemir holds a B.S. in electrical engineering from Iowa State University and an M.B.A. from Armstrong College.

Adam R. Dolinko has served as SiRF’s Vice President, Corporate Development and General Counsel since April 2008. Mr. Dolinko has counseled domestic and international technology companies on corporate matters and major business transactions; principally, Mr. Dolinko was a corporate and securities attorney at Wilson Sonsini Goodrich & Rosati, P.C., where he was a partner from 2001 through 2005 and an associate from 1995 to 2000. Prior to joining SiRF, Mr. Dolinko had been a managing director at VisionPoint Capital, a regional investment banking firm. Mr. Dolinko holds a B.A., cum laude , from the University of California, Los Angeles, and a Juris Doctor, with honors, from the University of Southern California.

Michael Kelly has served as SiRF’s Vice President, Sales since September 2008. Mr. Kelly joined SiRF in August 1998 as Director, North America Sales and became Senior Director, North America Sales, in August 2006. From June 1996 to July 1998, Mr. Kelly served as Director of Sales at Alliance Semiconductor. From May 1985 to May 1996, Mr. Kelly held various sales management positions at NEC, including Sales Manager, Strategic Accounts.

Jim Murphy has served as SiRF’s Vice President, Human Resources since March 2006. Prior to joining SiRF, Mr. Murphy was Senior Human Resources Director for North America at LSI Logic where he held various global HR positions from 1994 through 2006. Previously, Mr. Murphy held management human resources positions with Fairchild Semiconductor and National Semiconductor. Mr. Murphy holds a B.A. from Lawrence University and an M.B.A. from the University of Michigan.

Atul P. Shingal has served as SiRF’s Vice President, Operations since June 2003. Prior to joining SiRF, from July 1999 to June 2003, Mr. Shingal held various engineering positions at Globespan Virata, Inc., a supplier of wireline and wireless communications solutions. From February 1995 to July 1999, Mr. Shingal served as Technology Engineering Development Manager, Worldwide Manufacturing, of Cypress Semiconductor, Inc., a semiconductor company. Mr. Shingal holds a B.S. in mechanical engineering from the Government Engineering College, India, an M.S. in Electrical Engineering from California State University, San Jose and an M.B.A. from Pune University, India.

Moiz M. Beguwala has served as one of SiRF’s directors since September 2000. Mr. Beguwala is a Class I director and his term will expire at the annual meeting of stockholders to be held in 2011. Since March 2004, Dr. Beguwala has been an independent consultant. From December 2002 to June 2003, Dr. Beguwala served as SiRF’s acting Chief Executive Officer. From January 1999 to June 2002, Dr. Beguwala served as Senior Vice President and General Manager Wireless Communications of Conexant and from June 2002 to March 2004 as a Senior Vice President of Conexant. From 1993 to December 1998, Dr. Beguwala held various positions at Rockwell Semiconductor Systems, Inc. Dr. Beguwala is a director of Skyworks Solutions, Inc., a publicly traded company, serving on its Governance Committee, Powerwave Technologies, a publicly traded company, serving on its Compensation Committee, and RF Nano, a privately-held company. Dr. Beguwala graduated magna cum laude from the University of California, Los Angeles with a B.S. in electrical engineering. He also holds an M.S.E.E. and a Ph.D. in electrical engineering from the University of Southern California and an executive M.B.A. degree from the Anderson School of Management at the University of California, Los Angeles.

Mohanbir Gyani has served as one of SiRF’s directors since October 2005. Mr. Gyani is a Class II director and his term will expire at the annual meeting of stockholders to be held in 2009. Since January 2006, Mr. Gyani has served as Vice Chairman of the Board of Roamware, Inc. and has been a private investor since December 2004. He served as Chief Executive Officer and Chairman of Roamware, a voice and data roaming solutions company, from May 2005 to December 2005. Mr. Gyani was a senior advisor to the Chairman and Chief Executive Officer of AT&T Wireless from January 2003 to December 2004. He served as President and Chief Executive Officer of AT&T Wireless Mobility Services from 2000 to January 2003. From 1995 to 1999, Mr. Gyani served as Executive Vice President and Chief Financial Officer of AirTouch Communications. He currently serves on the boards of directors of Keynote Systems, Mobile Telesystems, Safeway, Inc. and Union Bank of California, as well as certain private companies. Mr. Gyani holds a B.A. degree in business administration, summa cum laude, from San Francisco State University and an M.B.A. in finance from San Francisco State University.

Stephen C. Sherman has served as one of SiRF’s directors since January 2004. Mr. Sherman is a Class II director and his term will expire at the annual meeting of stockholders to be held in 2009. Since December 2001, Mr. Sherman has been a private investor. From May 2000 to December 2001, Mr. Sherman served as Senior Vice President of Fairchild Semiconductor Corporation, a semiconductor company. From October 1992 to December 2001, Mr. Sherman served as President and Chief Executive Officer of QT Optoelectronics, Inc., an optoelectronics company, until it was acquired by Fairchild Semiconductor Corporation. Mr. Sherman holds a B.S. degree in operations management from Oklahoma State University.

James M. Smaha has served as one of SiRF’s directors since October 2000. Mr. Smaha is a Class I director and his term will expire at the annual meeting of stockholders to be held in 2011. Mr. Smaha spent 30 years in senior management positions in the semiconductor industry, including General Manager of Fairchild Semiconductor Corporation’s Linear Products Division and National Semiconductor Corporation’s Logic Products Division. Since 1989, he has served as an independent consultant, including with S3 and interWAVE Communications International Ltd., a telecommunications company. From 1983 to 1989, Mr. Smaha served as President and Executive Vice President of the Semiconductor Group of National Semiconductor Corporation, a semiconductor company. Mr. Smaha graduated with honors from the University of Maine with a B.A. in mathematics.

Sam S. Srinivasan has served as one of SiRF’s directors since January 2004. Mr. Srinivasan is a Class II director and his term will expire at the annual meeting of stockholders to be held in 2009. Mr. Srinivasan is the founder of Health Language, Inc. and served as its Chief Executive Officer from May 2000 until November 2001. From May 2000 until March 2002, Mr. Srinivasan served as Chairman of Health Language, Inc. From November 1988 until March 1996, Mr. Srinivasan served as Senior Vice President, Finance and Chief Financial Officer of Cirrus Logic. From May 1984 until November 1988, Mr. Srinivasan served as Director of Internal Audit and subsequently as Corporate Controller of Intel Corporation. Mr. Srinivasan holds an M.B.A. from Case Western Reserve University, Cleveland, Ohio.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, requires SiRF’s executive officers and directors, and persons who own more than 10% of a registered class of SiRF’s equity securities, to file reports of ownership on Forms 3, 4 and 5 with the SEC. Officers, directors and greater than 10% stockholders are required to furnish SiRF with copies of all Forms 3, 4 and 5 they file.

Based solely on SiRF’s review of the copies of such forms it has received and written representations from certain reporting persons that they filed all required reports, SiRF believes that all of its officers, directors and greater than 10% stockholders complied with all Section 16(a) filing requirements applicable to them with respect to transactions during fiscal year 2008 with the exception of the following: due to technical difficulties, Diosdado P. Banatao’s Form 4 filed on June 5, 2008, was filed one day late.

Code of Ethics

SiRF has adopted the SiRF Technology Holdings, Inc. Code of Ethics and Business Conduct for Employees, Officers and Directors, or the code of ethics. The code of ethics applies to SiRF’s Chief Executive Officer, Chief Financial Officer, Corporate Controller and all other SiRF employees and is publicly available on SiRF’s website at www.sirf.com. If SiRF makes any amendments to the code of ethics or grants any waiver, including any implicit waiver, from a provision of the code to its Chief Executive Officer, Chief Financial Officer or Corporate Controller that requires disclosure under applicable SEC rules, SiRF intends to disclose the nature of such amendment or waiver on its website.

Corporate Governance

SiRF’s Board of Directors has appointed an Audit Committee, comprised of Sam S. Srinivasan, as Chairman, Stephen C. Sherman and James M. Smaha. The Board of Directors has determined that Mr. Srinivasan qualifies as an Audit Committee Financial Expert under the definition outlined by the SEC. In addition, each of the members of the Audit Committee qualifies as an “independent director” under the current rules of The NASDAQ Stock Market and SEC rules and regulations.

Item 11.

Executive Compensation

Compensation Discussion and Analysis

Overview of SiRF’s Compensation Philosophy and Objectives

SiRF believes that compensation of its executive officers should encourage creation of stockholder value and achievement of strategic corporate objectives, and SiRF’s Compensation Committee seeks to align the interests of SiRF stockholders and management by integrating compensation with SiRF’s annual and long-term corporate and financial objectives. In order to be competitive with compensation offered by technology companies and to motivate and retain existing staff and attract additional qualified personnel, SiRF intends to offer a total compensation package competitive with companies in the semiconductor industry, taking into account relative company size, performance and geographic location as well as the executive’s individual responsibilities and performance.

SiRF believes that the compensation of its executives should reflect their success as a management team, rather than individuals, in attaining key operating objectives, such as growth of revenue and operating income. SiRF believes that the performance of its executives in managing SiRF, considered in light of general economic conditions and competitive conditions, should be the basis for determining their overall compensation. SiRF also believes that their compensation should not be based on the short-term performance of SiRF stock, whether favorable or unfavorable, as SiRF expects the price of its stock will, in the long-term, reflect its operating performance, and ultimately, the management of SiRF by its executives. SiRF seeks to have the long-term performance of its stock reflected in executive compensation through its stock option and other equity incentive programs.

Role of the Compensation Committee

The Compensation Committee’s responsibilities include overseeing SiRF’s executive compensation package. At the beginning of each year, the Compensation Committee meets to discuss the performance of SiRF’s executives during the prior year and set the compensation for SiRF’s Chief Executive Officer and other executive officers for the coming year. In doing so, the Compensation Committee evaluates SiRF’s overall executive compensation package and business conditions to determine if its packages are appropriately structured to achieve its intended purpose of creating stockholder value and achieving of strategic corporate objectives, and to make any changes to the compensation packages as deemed necessary.

In determining the compensation packages for SiRF’s executives, the Compensation Committee takes into consideration the Chief Executive Officer’s recommendations, the executive’s evaluations and the executive’s performance during the prior year relative to his performance objectives. The Compensation Committee also reviews data from different sources to evaluate the competitiveness of SiRF’s compensation package. The Compensation Committee looks at compensation paid to executives at similarly-sized semiconductor companies; however, it does not specifically benchmark specified companies. Based on this review, the Compensation Committee believes SiRF continues to be mid-market competitive.

Components of SiRF’s Executive Officer Compensation

To promote these objectives, the components of SiRF’s executive compensation package normally consist of base salary, equity awards, participation in SiRF’s Executive Performance Compensation Plan and participation in SiRF’s Employee Profit Sharing Plan. In 2008, based on SiRF’s performance, the Compensation Committee terminated the Employee Profit Sharing Plan and it decided not to implement the Executive Performance Compensation Plan.

Executive Officer Base Salary

The executive’s base salary is to compensate the executive for services to be rendered during the upcoming year. The Compensation Committee sets the salary level of each executive officer on a case-by-case basis, taking into account the recommendations of the Chief Executive Officer for executive officers other than SiRF’s Chief Executive Officer, and the executive’s level of responsibilities and performance during the prior year. To obtain a general understanding of compensation practices, SiRF also reviews market information and the base salaries paid to executive officers of other similarly sized companies within SiRF’s industry. With the exception of Mr. Banatao, the Compensation Committee did not increase executive base salaries for 2009.

Equity Compensation

SiRF believes that providing executive officers who have responsibility for SiRF’s management and growth with an opportunity to increase their ownership of SiRF stock aligns the interests of the executive officers with those of SiRF’s stockholders. Accordingly, the Compensation Committee, when reviewing executive officer compensation, also considers equity awards, as appropriate.

The Compensation Committee administers SiRF’s 2004 Stock Incentive Plan for executive officers, employees, consultants and outside directors, under which it grants equity awards, including options to purchase SiRF common stock, restricted stock and performance share awards. The options awarded under the 2004 Stock Incentive Plan have an exercise price equal to the fair market value of a share of the common stock on the date of grant. SiRF generally grants equity awards to its executive officers and other employees once per year. These annual equity awards are granted at a meeting of the Compensation Committee or the Board of Directors on or before the grant date with the grant date being the third trading day after the first quarter earnings release. In the event SiRF’s trading window does not open following the first quarter earnings release, a majority of the independent members of SiRF’s Board of Directors will determine if and when to grant these annual equity awards. In addition, at its discretion, from time to time the Compensation Committee may also grant awards based on both individual achievements and the completion of corporate objectives. The Compensation Committee determines the number of shares underlying each equity award based upon the executive officer’s performance, SiRF’s performance, the executive officer’s role and responsibilities, the executive officer’s base salary and the number of shares issuable upon exercise of vested options then held by the executive officer as compared to the number of shares issuable from all options held by the executive. The equity awards granted in 2008 appear in the 2008 Grant of Plan-Based Awards Table.

In addition, in 2007, SiRF entered into performance share award agreements with certain of its named executive officers pursuant to SiRF’s 2004 Stock Incentive Plan, including Geoffrey Ribar, SiRF’s former Chief Financial Officer, and Atul Shingal, SiRF’s Vice President, Operations. These awards provided Messrs. Ribar and Shingal with the opportunity to earn shares of SiRF common stock, the number to have been determined pursuant to, and subject to, the attainment of performance goals and the officers continued employment with SiRF through December 27, 2008. The performance goals were determined based on SiRF’s cumulative revenue growth and cumulative operating income margin over years 2007 and 2008. The number of shares that could have been earned by Messrs. Ribar and Shingal ranged from zero to a maximum of 39,000 and 48,000 shares, respectively, with the target being 13,000 and 16,000 shares, respectively, depending on the extent to which the performance goals were met. In granting these performance awards, the Compensation Committee set performance goals that would require significant effort to attain. SiRF’s cumulative revenue growth and cumulative operating income margin over years 2007 and 2008 did not meet the performance goals set by the Compensation Committee. As such, no shares were issued under these agreements. In addition, on April 3, 2008, Mr. Ribar submitted his resignation effective May 8, 2008.

SiRF did not enter into any performance share award agreements in 2008.

In addition, SiRF’s employees generally are able to participate in its 2004 Employee Stock Purchase Plan. Under SiRF’s 2004 Employee Stock Purchase Plan, each employee may contribute up to 15% of their annual salary to purchase a maximum of 1,000 shares of SiRF common stock in a six month period at a discount of 15% to the market price over a two year offering period. The number of shares that may be purchased by each participant is also limited by applicable tax laws.

Non-Equity Incentive Bonuses

SiRF believes that a portion of the executive’s compensation should be contingent upon SiRF’s performance and an individual’s contribution to SiRF’s success in meeting corporate and financial objectives. In 2006 and 2007, all SiRF’s employees participated in SiRF’s Employee Profit Sharing Plan and certain members of SiRF’s senior management also participated in SiRF’s Executive Performance Compensation Plan (EPCP). Bonuses earned in 2006 and 2007 appear in the Summary Compensation Table under the Non-Equity Plan Compensation column. In 2008, based on SiRF’s performance, the Compensation Committee terminated the Employee Profit Sharing Plan and did not implement the EPCP.

•

Profit Sharing Plan

The pool available for bonuses to all employees pursuant to SiRF’s Employee Profit Sharing Plan was based on SiRF’s achievement of a certain net operating profit as a percentage of total revenue as set by the Compensation Committee at the beginning of each year. These targets were set at levels that would require a significant amount of effort to attain. A bonus percentage applicable to all employees was determined by dividing the amount allocated to the bonus pool by the aggregate amount of all salaries paid to employees during the applicable fiscal year. Individual bonus amounts, including those paid to

SiRF’s executive officers, were determined by applying the bonus percentage to each employee’s eligible earnings. In 2006 and 2007, the bonus pool was $3.7 million and $4.4 million, respectively, and the bonus percentage applicable to all employees, including SiRF’s executive officers, was 10.8% and 9.5%, respectively. Bonuses were paid in February of the following year and appear in the 2008 Summary Compensation Table under Non-Equity Plan Compensation Column.

•

Executive Performance Compensation Plan

The EPCP consisted of two components, a bonus plan and an accelerator plan. The pool available for bonuses to certain executives, including SiRF’s Chief Executive Officer and certain other key executives as determined by SiRF’s Chief Executive Officer and the Compensation Committee, pursuant to the EPCP was based on SiRF’s achievement of certain net operating profits as a percentage of total revenue as set by the Compensation Committee at the beginning of each year. These targets were set at levels that would require a significant amount of effort to attain. In 2006 and 2007, the maximum aggregate bonus pool for such executives under the EPCP was approximately 0.50% of total revenue, 0.25% under the bonus plan and 0.25% under the accelerator plan. A bonus percentage applicable to each executive was based on a sliding scale of the target percentage achieved by SiRF. Individual bonus amounts were determined by applying the bonus percentage to each executive’s base salary and commission, if any, less any bonus amounts paid under SiRF’s Employee Profit Sharing Plan. The bonus percentage for Messrs. Canning, Ribar and Shingal was 30.5%, 22.7% and 22.7%, respectively, for the 2006 fiscal year. Bonuses paid in 2006 under the EPCP appear in the 2008 Summary Compensation Table under Non-Equity Plan Compensation column. In 2007, SiRF did not achieve the performance targets and as such there were no bonuses paid under the EPCP.

Chief Executive Officer Compensation

At the beginning of each year, the Compensation Committee meets without the Chief Executive Officer to evaluate his performance and uses the same procedures described above in setting his annual compensation package. Pursuant to the recommendation of the Compensation Committee, Mr. Canning, SiRF’s former President and Chief Executive Officer, received an annual base salary in the amount of $400,000 in 2008. In reaching its decision regarding Mr. Canning’s compensation, the Compensation Committee considered many factors and focused on (1) SiRF’s accomplishments and achievements under Mr. Canning’s leadership, including the strength of its financial performance during 2007, (2) a review of compensation paid to presidents and chief executive officers of comparable companies, taking into account relative company size, performance, geographic location and responsibilities, and (3) Mr. Canning’s expected contributions to SiRF in the future.

In addition, SiRF had entered into a performance share award agreement with Mr. Canning pursuant to SiRF’s 2004 Stock Incentive Plan. This award provided Mr. Canning with the opportunity to earn shares of SiRF common stock, the number to have been determined pursuant to, and subject to, the attainment of performance goals and his continued employment with SiRF through December 27, 2008. The performance goals are determined based on SiRF’s cumulative revenue growth and cumulative operating income margin over years 2007 and 2008. The number of shares that could have been earned by Mr. Canning ranged 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 were met. In granting this performance award, the Compensation Committee set performance goals that would require significant effort to attain. SiRF’s cumulative revenue growth and cumulative operating income margin over years 2007 and 2008 did not meet the performance goals set by the Compensation Committee. As such, no shares were issued under this agreement. In addition, on April 17, 2008, Mr. Canning submitted his resignation effective as of that date.

Following Mr. Canning’s resignation, the Board of Directors appointed Mr. Banatao as Executive Chairman and Interim Chief Executive Officer. At Mr. Banatao’s request, he did not receive any compensation for his service as Executive Chairman and Interim Chief Executive Officer in 2008. In 2009, the Compensation Committee evaluated Mr. Banatao’s performance in 2008 and used the same procedures described above in setting his annual compensation. Effective January 1, 2009, Mr. Banatao receives a base salary of $30,000 per month. In reaching its decision, the Compensation Committee considered many factors, including (1) Mr. Banatao’s leadership through 2008, (2) his expected contributions to SiRF in 2009 and (3) the fact that Mr. Banatao’s compensation as an outsides director had ceased since accepting the Interim CEO position. This compensatory arrangement does not include any equity awards.

Tax Deductibility Considerations

SiRF generally intends to qualify executive compensation for deductibility without limitation under section 162(m) of the Internal Revenue Code. Section 162(m) provides that, for purposes of the regular income tax and the alternative minimum tax, the otherwise allowable deduction for compensation paid or accrued with respect to a covered employee of a

publicly-held corporation (other than certain exempt performance-based compensation) is limited to no more than $1 million per year. The non-exempt compensation paid to its executive officers in 2008, as calculated for purposes of section 162(m), did not exceed the $1 million limit. SiRF does not expect that the non-exempt compensation to be paid to any of its executive officers for 2009, as calculated for purposes of section 162(m), will exceed the $1 million limit.

Employment, Severance and Change of Control Arrangements

SiRF does not have formal employment agreements with any of its executive officers. SiRF has standard offer letters with each of its named executive officers that set forth each officer’s salary and bonus, which do no provide for severance or change in control arrangements. However, certain of the equity awards granted to SiRF’s named executive officers provide for acceleration of vesting upon a change in control. The change in control arrangements that previously existed or currently exist for named executive officers are described below.

SiRF’s Interim Chief Executive Officer received stock options for his service as an independent board member. These options will become fully vested upon a change in control of SiRF. If on December 27, 2008, SiRF had undergone a change in control, the value attributed to Mr. Banatao for acceleration of these options would have been $0, as the exercise price of $13.60 for these options was more than the closing price of SiRF’s common stock on December 27, 2008.

The stock options granted to Mr. Canning on August 6, 2003 would have immediately vested as to 50% of the then outstanding unvested shares in the event of a change in control of SiRF and his termination without cause in connection with the change in control. Assuming Mr. Canning had remained employed by SiRF, if on December 27, 2008, it had undergone a change of control and Mr. Canning had been terminated without cause, the value attributed to Mr. Canning for the acceleration of these options would have been $0.00, as the options were fully vested on June 16, 2007.

In addition, pursuant to a performance share award agreement SiRF entered into with Mr. Canning in 2007, in the event of a change in control during the performance period, Mr. Canning would have been issued the number of shares of SiRF common stock equal to the number of target shares multiplied by the number of full or partial months of the performance period that had lapsed, divided by 24. Given the time horizon of the award, the Compensation Committee wanted to compensate the executive in the event a change in control occurred during the performance period. These shares would have been delivered no later than two and one-half months after the calendar year in which the change in control occurred. Assuming Mr. Canning had remained employed by SiRF, if on December 27, 2008, SiRF had undergone a change of control, Mr. Canning would have received 25,000 shares under this agreement. As previously noted, this agreement was terminated on April 17, 2008, Mr. Canning’s resignation date.

Pursuant to Mr. Ribar’s stock option agreement, in the event he was terminated without cause within one year of a change of control, the next six months of unvested shares as of that date would have automatically vested. This stock option was granted as part of Mr. Ribar’s compensation package at the time of hire. Assuming Mr. Ribar had remained employed by SiRF, if on December 27, 2008, SiRF had under gone a change of control and Mr. Ribar had been terminated without cause, the value attributed to Mr. Ribar for the acceleration of these options would have been $0, as the exercise price of $30.10 for these options was more than the closing price of SiRF’s common stock on December 27, 2008. As a result of Mr. Ribar’s resignation, this option agreement terminated upon the expiration of his post-termination exercise period.

Pursuant to the performance share award agreements SiRF entered into in 2007 with Messrs. Ribar and Shingal, in the event of a change in control during the performance period, each would have been issued the number of shares of SiRF common stock equal to the number of target shares multiplied by the number of full or partial months of the performance period that had lapsed, divided by 24. Given the time horizon of the award, the Compensation Committee wanted to compensate the executive in the event a change in control occurred during the performance period. These shares would have been delivered no later than two and one-half months after the calendar year in which the change in control occurred. Assuming the executive officer had remained employed by SiRF, if on December 27, 2008, SiRF had undergone a change of control, Messrs. Ribar and Shingal would have received 6,500 and 8,000 shares, respectively, under the performance share award agreements. As previously noted, Mr. Ribar’s agreement terminated on May 8, 2008, his effective resignation date.

2008 Summary Compensation Table

The following table sets forth compensation for services rendered in all capacities to SiRF for the year ended December 27, 2008 for SiRF’s Executive Chairman and Interim Chief Executive Officer, SiRF’s former Chief Executive Officer, SiRF’s Chief Financial Officer, SiRF’s former Chief Financial Officer, SiRF’s former Corporate Controller and Principal Financial Officer, and the three other most highly compensated executive officers as of December 27, 2008 whose total compensation for fiscal 2008 exceeded $100,000, whom SiRF refers to in this Amended Report as the named executive officers.


Name & Principal Position	Year	Salary ($)		Bonus ($)			Stock Awards ($)(1)			Option Awards ($)(1)			Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)			Total ($)
Diosdado P. Banatao(2) Executive Chairman and Interim Chief Executive Officer	2008	$	—	$	—		$	—		$	120,395	(3)	$	—	$	9,750	(4)	$	130,145
Michael L. Canning(5) Former President and Chief Executive Officer	2008	$	119,697	$	—		$	—		$	(42,647	)	$	—	$	37,367	(6)	$	114,417
	2007	$	400,000	$	—		$	—		$	428,227		$	38,000	$	6,858		$	873,085
	2006	$	375,000	$	—		$	94,192		$	244,326		$	155,026	$	6,858		$	875,402
Dennis Bencala(7) Chief Financial Officer	2008	$	179,627	$	—		$	82,263		$	47,504		$	—	$	853		$	310,247
Geoffrey Ribar(8) Former Senior Vice President and Chief Financial Officer	2008	$	91,303	$	—		$	(296,902	)	$	181,916		$	—	$	2,039	(9)	$	(21,644	)
	2007	$	259,916	$	—		$	207,494		$	738,524		$	24,692	$	810		$	1,231,436
	2006	$	235,764	$	—		$	201,602		$	597,773		$	79,076	$	776		$	1,114,991
Philip Lau(10) Former Corporate Controller and Principal Financial Officer	2008	$	114,841	$	—		$	73,656		$	180,578		$	—	$	14,092	(9)	$	383,167
Rob Baxter(11) Former Senior Vice President	2008	$	300,000	$	75,000	(12)	$	348,379		$	3,434,619	(13)	$	—	$	1,242		$	4,159,240
John Quigley Senior Vice President, Engineering	2008	$	297,083	$	75,000	(14)	$	271,415		$	232,147		$	—	$	1,280		$	876,925
Atul P. Shingal Vice President, Operations	2008	$	263,500	$	—		$	191,665		$	100,876		$	—	$	810		$	556,851
	2007	$	257,000	$	—		$	138,577		$	79,526		$	24,415	$	810		$	500,328
	2006	$	244,250	$	—		$	100,534		$	73,037		$	81,922	$	779		$	500,522

(1)

These amounts reflect the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 27, 2008, in accordance with SFAS 123(R). See Note 17 to the Notes of Consolidated Financial Statements in Item 8 in the Original Report for the assumptions made in determining SFAS 123(R) values. For information regarding the number of stock options and awards held by each executive officer as of December 27, 2008, see the “2008 Outstanding Equity Awards at Fiscal Year-End Table” on page 9. These amounts reflect SiRF’s accounting expense for these awards, and do not correspond to the actual value that may be recognized by the named executive officers. Further, the accounting expenses for these awards may be a negative amount to the extent SiRF reversed an accounting expense for an award due to cancellation or forfeiture of shares underlying these awards.

(2)	In April 2008, Mr. Banatao was appointed SiRF’s Executive Chairman and Interim Chief Executive Officer. Prior to this appointment Mr. Banatao was a director and Chairman of the Board. Effective January 1, 2009, Mr. Banatao receives an annual base salary of $360,000.

(3)	The stock option grants associated with this calculation were granted to Mr. Banatao for his service as an independent contractor.

(4)

Mr. Banatao received this compensation as an independent director for the first quarter of fiscal year 2008. Following Mr. Banatao’s appointment as Executive Chairman and Interim Chief Executive Officer in April 2008, he was inadvertently paid the compensation he would have received as independent director for the second quarter of fiscal year 2008. Mr. Banatao subsequently returned this inadvertent payment to SiRF.

(5)	On April 17, 2008, Mr. Canning resigned as SiRF’s President and Chief Executive Officer, effective immediately. Mr. Canning’s annual base salary for 2008 was $400,000.

(6)	Amounts include the payment of $35,367 in accrued, unused, paid time off and $2,000 for group term life insurance premiums.

(7)	In August 2008, Mr. Bencala was appointed SiRF’s acting Chief Financial Officer and, in September 2008, Mr. Bencala was appointed SiRF’s Chief Financial Officer. Mr. Bencala’s annual base salary for 2008 was $220,000.

(8)	On April 3, 2008, Mr. Ribar submitted his resignation, effective May 8, 2008. Mr. Ribar’s annual base salary for 2008 was $262,000.

(9)	Amounts include the payment of accrued, unused, paid time off and payments for group term life insurance premiums.

(10)	On July 31, 2008, Mr. Lau submitted his resignation, effective August 8, 2008. Mr. Lau’s annual base salary for 2008 was $191,000

(11)	On February 27, 2009, Mr. Baxter submitted his resignation, effective immediately.

(12)	Amount represents a retention bonus paid in connection with SiRF’s acquisition of Centrality Communications, Inc., which was subject to Mr. Baxter remaining an employee of SiRF through August 7, 2008.

(13)	This amount reflects SiRF’s accounting expense under SFAS 123(R) with respect to options assumed by SiRF in connection with its acquisition of Centrality Communications, Inc.

(14)	Amount represents a one-time merit bonus.

2008 Grant of Plan-Based Awards Table

The following table sets forth information on incentive plan awards in fiscal year 2008 to the named executive officers.


Name	Grant Date	All Stock Awards; Number of Shares of Stock or Units (#)		All Option Awards; Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)(1)
Dennis Bencala	9/15/08	50,000					$	94,000
	4/29/08	6,000					$	33,720
	9/15/08			50,000	$	1.08	$	53,835
Philip Lau	4/29/08	23,100	(2)				$	129,822
Rob Baxter	4/29/08	50,000					$	281,000
	4/29/08			50,000	$	3.12	$	155,870
John Quigley	4/29/08	70,000					$	393,400
	4/29/08			70,000	$	3.12	$	218,218
Atul P. Shingal	4/29/08	55,000					$	309,100
	4/29/08			55,000	$	3.12	$	171,457

(1)	The value of the stock and option awards is based on the fair value as of the grant date of the award calculated in accordance with SFAS 123(R), and do not correspond to the actual value that may be recognized by the named executive officer.

(2)	This stock award vests at to 9,400 shares on the first anniversary of the grant date, with remaining 13,700 shares vesting on the second anniversary of the grant date.

Narrative to Summary Compensation Table and Grant of Plan-Based Awards Table

See the Compensation Discussion and Analysis above for complete description of compensation plans pursuant to which the amounts listed under the 2008 Summary Compensation Table and 2008 Grant of Plan-Based Awards Table were paid or awarded and the criteria for such payment, including targets for payment of annual incentives, as well as performance criteria on which such payments were based. The Compensation Discussion and Analysis also describes the options and restricted stock grants and performance awards.

Except as otherwise noted, all stock options and restricted stock units vest as to 50% of the equity award on each of the first and second anniversaries of the grant date.

2008 Outstanding Equity Awards at Fiscal Year-End Table

The following sets forth information regarding outstanding equity-based awards, including the potential dollar amounts realizable with respect to each award, and the option exercise prices and expiration dates for each award.


	Option Awards							Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock that have not Vested (#)		Market Value of Shares or Units of Stock that have not Vested ($)(1)
Diosdado P. Banatao	15,625	(2)			$	13.07	7/20/2014
	8,531	(3)	2,032		$	13.60	5/18/2015
	18,000	(2)			$	36.22	5/04/2016
	18,000	(2)			$	24.35	5/03/2017
Dennis Bencala	14,000	(2)			$	2.00	4/10/2010	59,960		$	79,747
	8,000	(2)			$	4.00	11/06/2011
	4,625	(2)			$	4.00	10/30/2012
	13,135	(2)			$	12.51	12/14/2014
	6,600	(4)	2,000		$	33.98	5/01/2013
			50,000	(5)	$	1.88	9/15/2014
Rob Baxter	6,000	(6)	54,000		$	18.83	8/06/2013	104,000	(9)	$	138,320
	161,779	(7)			$	0.71	2/02/2015
	85,633	(3)	68,862		$	2.48	1/19/2016
	17,798	(3)	10,806		$	3.46	5/21/2017
			50,000	(5)	$	5.62	4/29/2018
John Quigley	22,000	(3)			$	23.79	1/29/2014	93,000		$	123,690
			5,000	(8)	$	25.16	4/24/2013
			70,000	(5)	$	5.62	4/29/2014
Atul P. Shingal	105,000	(2)	—		$	4.00	07/29/2013
	30,000	(2)	—		$	12.51	12/14/2014	16,000		$	402,080
	6,666	(3)	9,334		$	25.16	04/24/2013
			55,000	(5)	$	5.62	04/24/2014

(1)	Market value is equal to the closing price of SiRF’s common stock on 12/26/08 ($1.33) multiplied by the number of shares.

(2)	Stock Option is fully vested.

(3)	Stock Option vests as to 25% on first anniversary of the grant date and monthly thereafter on a pro rata basis for 36 months.

(4)	Stock Option vested as to 2,500 shares on 5/1/2007 and 4,000 shares on 5/1/2008. The remaining 2,000 will vest on 5/1/2009.

(5)	Stock Option vests as to 50% on first anniversary of the grant date and 50% on the second anniversary of the grant date.

(6)	Stock Option vests as to 10% on the first anniversary of the grant date, 20% on the second anniversary, 30% on the third anniversary, and 40% on the fourth anniversary.

(7)	Stock Option assumed by SiRF in connection with its acquisition of Centrality Communications, Inc. and is fully vested.

(8)	Stock Option vests as to 2,000 shares on 4/24/2009 and 3,000 shares on 4/24/2010.

(9)	These shares were subsequently cancelled upon Mr. Baxter’s resignation, effective February 27, 2009.

2008 Option Exercises and Stock Vested Table

The following table sets forth the dollar amounts realized pursuant to the vesting or exercise of equity-based awards during fiscal year 2008.


	Option Awards			Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized On Exercise ($)(1)		Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(2)
Michael L. Canning	1,007,000	$	3,016,079	—		—
Dennis Bencala	—		—	2,200	$	13,582
Geoffrey Ribar	—		—	4,500	$	73,260
Philip Lau	18,114	$	186,134	1,400	$	4,592
Rob Baxter	—		—	6,000	$	19,680
John Quigley	—		—	6,000	$	96,300

(1)	Amounts reflect the difference between the exercise price of the option and the market price at the time of exercise.

(2)	Amount reflects the aggregate market value of the vested shares on the vesting date.

Pension Benefits

None of SiRF’s named executives participate in or have account balances in qualified or non-qualified defined benefit plans sponsored by SiRF. The Compensation Committee, which is comprised solely of “outside directors” as defined for purposes of Section 162(m) of the Internal Revenue Code, may elect to adopt qualified or non-qualified defined benefit plans if the Compensation Committee determines that doing so is in SiRF’s best interests.

Nonqualified Deferred Compensation

None of SiRF’s named executives participate in or have account balances in non-qualified defined contribution plans or other deferred compensation plans maintained by SiRF. The Compensation Committee, which is comprised solely of “outside directors” as defined for purposes of Section 162(m) of the Internal Revenue Code, may elect to provide SiRF’s officers and other employees with non-qualified defined contribution or deferred compensation benefits if the Compensation Committee determines that doing so is in SiRF’s best interests.

Compensation Committee Report

The following report of the Compensation Committee does not constitute soliciting material, and shall not be deemed filed or incorporated by reference into any other filing by SiRF under the Securities Act of 1933, or the Securities Exchange Act of 1934.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with SiRF’s management. Based on this review and these discussions, the Compensation Committee recommended to the Board of Directors of SiRF that the Compensation Discussion and Analysis be included in this Amended Report and SiRF’s proxy statement for the 2009 Annual Meeting of Stockholders.

Respectfully submitted on April 16, 2009, by the members of the Compensation Committee of the Board:

Stephen Sherman

Moiz Beguwala

Mohanbir Gyani

Sam Srinivasan

2008 Director Compensation

Directors who are employees receive no additional compensation for service on SiRF’s Board of Directors. The following tables set forth the compensation amounts paid to each non-employee director for their service for the year ended December 27, 2008:


Name	Fees Earned or Paid in Cash($)		Stock Awards ($)(1)(2)		Option Awards ($)(1)(2)		Total($)
Moiz M. Beguwala	$	56,625	$	57,801	$	112,368	$	226,794
Mohanbir Gyani	$	63,625	$	57,801	$	170,427	$	291,853
Stephen C. Sherman	$	85,750	$	74,802	$	112,968	$	273,520
James M. Smaha	$	81,000	$	68,002	$	103,756	$	252,758
Sam S. Srinivasan	$	93,250	$	81,602	$	113,977	$	288,829

(1)

These amounts reflect the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 27, 2008, in accordance with SFAS 123(R). See Note 17 to the Notes of Consolidated Financial Statements in Item 8 in the Original Report for the assumptions made in determining SFAS 123(R) values. For information regarding the number of stock awards and stock options held by each non-employee director as of December 27, 2008, see the column “Stock Awards (#)” and “Option Awards (#)”, respectively, in the table below. These amounts reflect SiRF’s accounting expense for these awards, and do not correspond to the actual value that may be recognized by the non-employee directors. In 2008, each of Messrs. Beguwala, Gyani, Sherman, Smaha and Srinivasan received a stock award for 23,817, 23,817, 30,822, 28,020 and 33,624 shares, respectively, with a grant date fair value of $128,135, $128,135, $165,822, $150,748 and $180,897, respectively.

(2)	The table below sets forth the aggregate number of equity awards held by SiRF’s non-employee directors as of December 27, 2008.


Name	Stock Awards (#)	Option Awards (#)
Moiz M. Beguwala	23,817	75,000
Mohanbir Gyani	23,817	86,000
Stephen C. Sherman	30,822	107,000
James M. Smaha	28,020	84,000
Sam S. Srinivasan	33,624	103,500

Narrative to Director Compensation Table

SiRF reimburses its directors for reasonable expenses in connection with attendance at board and committee meetings. SiRF’s non-employee, or outside, directors receive annual compensation of $18,000 and compensation of $1,500 for each board meeting attended in person and $750 for each board meeting attended via telephone, video or other non-in-person attendance. In addition, the chairperson of each of SiRF’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee receive annual compensation of $15,000, $9,000 and $7,000, respectively. Each member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, other than the committee chairpersons, receives annual compensation of $3,000, $2,000 and $1,500, respectively. Each member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee receives $1,000 for each committee meeting attended in person and $500 for each committee meeting attended by telephone, video or other non-in-person attendance. In addition, any director who is invited by the Chairman of a committee to attend a committee meeting of which he is not a formal member is entitled to a meeting fee and the above meeting fees are paid to members of any ad hoc committee created by the Board.

Directors also are eligible to receive and have received stock options and restricted stock units (“RSUs”) under SiRF’s 2004 Stock Incentive Plan. Directors whose service on the Board of Directors began prior to 2004 were also eligible to receive and have received stock options under SiRF’s 1995 Stock Plan. The exercise price of stock options to directors is based on the fair market value of the underlying common stock which, under SiRF’s 2004 Stock Incentive Plan, is equal to the last reported sale price quoted by The NASDAQ Stock Market on the date of grant. Under the 2004 Stock Incentive Plan, outside directors receive nondiscretionary, automatic grants of nonstatutory stock options and RSUs. An outside director is automatically granted an initial option to purchase 50,000 shares upon first becoming a member of the Board of Directors. The initial option vests and becomes exercisable over four years, with the first 25% of the shares subject to the initial option vesting on the first anniversary of the date of grant and the remainder vesting monthly thereafter, subject to vesting in full upon a change in control of SiRF, if earlier. Prior to 2008, immediately after each of SiRF’s regularly scheduled annual meetings of stockholders, each outside director was automatically granted a nonstatutory stock option to purchase 18,000 shares of SiRF’s common stock, provided the director had served on the board for at least six months. These options vested in full on the first anniversary of the grant date.

Based upon the recommendations of the Compensation Committee and the Nominating and Corporate Governance Committee, the Board suspended the automatic grant of a nonstatutory stock option to purchase 18,000 shares of SiRF common stock that would have been granted to SiRF’s outside directors following the 2008 Annual Meeting of Stockholders. In addition, the Board approved amendments to SiRF’s 2004 Stock Incentive Plan to provide for the granting of automatic, nondiscretionary RSUs to SiRF’s outside directors on each regular annual meeting of stockholders commencing with the 2009 Annual Meeting of Stockholders, provided the director has served on the board for at least six months. The total number of shares to be granted under the RSUs in connection with an annual meeting will be determined by dividing (A) the product of (X) the number directors then serving on the Board multiplied by (Y) an amount equal to $200,000 less the average cash compensation for the prior calendar year by (B) the fair market value of SiRF common stock on the date of grant. The

average cash compensation for the prior calendar year is determined by dividing (A) the total cash compensation earned by the outside directors in the prior calendar year by (B) the number of outside directors for such calendar year. For purposes of this calculation, only outside directors who served for the entire calendar year will be included in determining the average cash compensation for the prior calendar year. The number of shares awarded under each RSU will be allocated as follows: 85% to be allocated equally among the outside directors and an additional 7%, 5% and 3% will be allocated to the Chairpersons of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, respectively. These RSUs will vest in full on the earlier of (i) the first anniversary of the grant date and (ii) a change in control of SiRF. For purposes of the 2008 Annual Meeting of Stockholders, the Board approved a grant of RSUs according to the foregoing formula on June 24, 2008, such RSUs to vest on the earliest of (i) the first anniversary of the grant date, (ii) the 2009 Annual Meeting of Stockholders, and (iii) a change in control of SiRF. In 2008, Messrs. Beguwala, Gyani, Sherman, Smaha and Srinivasan received RSUs for 23,817, 23,817, 30,822, 28,020 and 33,624 shares, respectively.

Compensation Committee Interlocks and Insider Participation

During 2008, Messrs. Beguwala, Gyani, Sherman and Srinivasan served as members of SiRF’s Compensation Committee. No interlocking relationship exists between SiRF’s Board of Directors or Compensation Committee and the board of directors or compensation committee of any other entity, nor has any interlocking relationship existed in the past.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Certain Relationships and Related Party Transactions

During the year ended December 27, 2008, there were no transactions between SiRF and its directors, executive officers and any holder of five percent or more of SiRF common stock that are required to be disclosed pursuant to Item 404 of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

Policies and Procedures for Approving Related Party Transactions

All material transactions relating to related party transactions must be approved by the Audit Committee of the Board of Directors of SiRF, which is composed of disinterested members of the Board of Directors.

Director Independence

SiRF’s Board of Directors has determined that, except for Messrs. Diosdado P. Banatao and Kanwar Chadha, each individual who currently serves as a member of the Board is, and each individual who served as a member of the Board in 2008 was, an “independent director,” as that term is defined by applicable listing standards of The NASDAQ Stock Market and SEC rules. Messrs. Banatao and Chadha are not independent because they are employed by SiRF.

Item 14.

Principal Accounting Fees and Services

Ernst & Young LLP has audited SiRF’s consolidated financial statements since 2001. Aggregate fees for professional services rendered to SiRF by Ernst & Young LLP for the fiscal years ended December 27, 2008 and December 31, 2007, were as follows:


Services Provided	2008		2007
Audit	$	1,583,868	$	1,743,128
Audit-Related		—		—
Tax		—		—
All Other		6,000		6,235

Total	$	1,589,868	$	1,749,363

The Audit fees for the fiscal years ended December 27, 2008 and December 31, 2007 were for the audit of SiRF’s consolidated financial statements, issuance of consents and assistance with and review of documents filed with the SEC.

There were no Audit-Related fees incurred for the fiscal years ended December 27, 2008 and December 31, 2007.

There were no Tax fees for the fiscal years ended December 27, 2008 and December 31, 2007.

All Other fees incurred for the fiscal years ended December 27, 2008 and December 31, 2007 were for an annual on-line subscription fee to Ernst & Young accounting literature.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee has implemented pre-approval policies and procedures related to the provision of audit and non-audit services. Under these procedures, the Audit Committee pre-approves both the type of services to be provided by Ernst & Young LLP and the estimated fees related to these services. The Audit Committee pre-approved all of the services in 2008 and 2007.

During the approval process, the Audit Committee considers the impact of the types of services and the related fees on the independence of the auditor. The services and fees must be deemed compatible with the maintenance of the auditor’s independence, including compliance with SEC rules and regulations.

Throughout the year, the Audit Committee will review any revisions to the estimates of audit and non-audit fees initially approved.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Date: April 24, 2009


SiRF Technology Holdings, Inc.

By:		/s/ Diosdado P. Banatao
		Diosdado P. Banatao
		Executive Chairman and Interim Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Name	Title	Date

/s/ D IOSDADO P. B ANATAO Diosdado P. Banatao	Executive Chairman and Interim Chief Executive Officer (Principal Executive Officer) and Executive Chairman of the Board	April 24, 2009

/s/ D ENNIS B ENCALA Dennis Bencala	Chief Financial Officer (Principal Financial and Accounting Officer)	April 24, 2009

/s/ K ANWAR C HADHA * Kanwar Chadha	Director	April 24, 2009

/s/ M OIZ M. B EGUWALA * Moiz M. Beguwala	Director	April 24, 2009

/s/ M OHANBIR G YANI * Mohanbir Gyani	Director	April 24, 2009

/s/ S TEPHEN C. S HERMAN * Stephen C. Sherman	Director	April 24, 2009

/s/ J AMES M. S MAHA * James M. Smaha	Director	April 24, 2009

/s/ S AM S. S RINIVASAN * Sam S. Srinivasan	Director	April 24, 2009

/s/ A DAM D OLINKO Adam Dolinko*	Attorney-in-fact	April 24, 2009

EXHIBIT INDEX


Exhibit Number	Exhibit Description	Incorporated by Reference			Filed/ Furnished Herewith
Exhibit Number	Exhibit Description	Form	Filing Date	Number	Filed/ Furnished Herewith

31.3	Certification of Diosdado P. Banatao pursuant to Rule 13(a)-14(a)/15(d) 14(a)				X

31.4	Certification of Dennis Bencala pursuant to Rule 13(a)-14(a)/15(d) 14(a)				X

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