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**UNITED STATES SECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549**

**Form 10-Q**

| **(Mark One)**                                    |
|---------------------------------------------------|
|                                              |
| **x**                                             | **QUARTERLY REPORT PURSUANT TO   SECTION 13 OR 15(d) OF THE****SECURITIES EXCHANGE ACT OF 1934.** |
|                                              |   |
| **For   the Quarterly Period Ended July 2, 2006** |
|                                              |
| **OR**                                            |
|                                              |
| **o**                                             | **TRANSITION REPORT PURSUANT TO   SECTION 13 OR 15(d) OF THE SECURITIES****EXCHANGE ACT OF 1934.** |

| **For   the transition period   from         to** |
|------------------------------------------------------------------------------------------------|
|                                                                                           |
| **Commission   File Number 000-24758**                                                         |
|                                                                                           |
| **Micro   Linear Corporation**                                                                 |
| *(Exact   name of Registrant as specified in its charter)*                                     |

| **Delaware**                                                         |   | **94-2910085**                             |
|----------------------------------------------------------------------|--------|--------------------------------------------|
|                                                                      |   |                                            |
| *(State   or other jurisdiction of   incorporation or organization)* |   | *(I.R.S.   Employer   Identification No.)* |
|                                                                 |   |                                       |
| **2050   Concourse Drive**                                           |   |                                       |
| **San   Jose, California**                                           |   | **95131**                                  |
|                                                                      |   |                                            |
| *(Address   of principal executive offices)*                         |   | *(Zip   Code)*                             |

**Registrant’s telephone number, including area code: ****(408) 433-5200**

          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  o |
|------------------|-----------------|

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

|   | Large accelerated filer  o | Accelerated filer  o | Non-accelerated filer  x |   |
|--------|--------------------------------------|--------------------------------|------------------------------------|--------|

          Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

| Yes  o | No  x |
|------------------|-----------------|

          The number of shares of the Registrant’s Common Stock outstanding as of August 1, 2006, net of shares held in treasury, was 12,995,517.

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**TABLE OF CONTENTS**

|                                                                                                 |                                                                                                                 | **PAGE** |
|------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------|----------|
|                                                                                                 |                                                                                                                 |          |
| **PART I FINANCIAL   INFORMATION**                                                                   | 3                                                                                                                    |
|                                                                                                 |                                                                                                                 |
| Item 1. Financial Statements                                                                         | 3                                                                                                                    |
|                                                                                                 |                                                                                                                 |
|                                                                                                 | Condensed Consolidated Balance   Sheets at June 30, 2006 and December 31, 2005                                       | 3        |
|                                                                                                 |                                                                                                                 |     |
|                                                                                                 | Condensed Consolidated Statements   of Operations for the three months and six months ended June 30, 2006 and   2005 | 4        |
|                                                                                                 |                                                                                                                 |     |
|                                                                                                 | Condensed Consolidated Statements   of Cash Flows for the three months and six months ended June 30, 2006 and   2005 | 5        |
|                                                                                                 |                                                                                                                 |     |
|                                                                                                 | Notes to Unaudited Condensed   Consolidated Financial Statements                                                     | 6        |
|                                                                                                 |                                                                                                                 |     |
| Item 2. Management’s Discussion   and Analysis of Financial Condition and Results of Operations | 14                                                                                                                   |
|                                                                                                 |                                                                                                                 |
| Item 3. Quantitative and   Qualitative Disclosures about Market Risk                                 | 23                                                                                                                   |
|                                                                                                 |                                                                                                                 |
| Item 4. Controls and Procedures                                                                      | 24                                                                                                                   |
|                                                                                                 |                                                                                                                 |
| **PART II OTHER   INFORMATION**                                                                      | 24                                                                                                                   |
|                                                                                                 |                                                                                                                 |
| Item 1A. Risk Factors                                                                                | 24                                                                                                                   |
|                                                                                                 |                                                                                                                 |
| Item 6. Exhibits                                                                                     | 35                                                                                                                   |
|                                                                                                 |                                                                                                                 |
| **SIGNATURES**                                                                                       | 36                                                                                                                   |
|                                                                                                 |                                                                                                                 |
| **Index to Exhibits**                                                                                | 37                                                                                                                   |

2

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**PART I. FINANCIAL INFORMATION**

**Item 1. *Financial Statements***

**MICRO LINEAR CORPORATION**

**CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands)**

|                                                                                                                       |   | **June 30,   2006** |    | **December   31,   2005** |   |
|----------------------------------------------------------------------------------------------------------------------------|--------|---------------------|---------|---------------------------|--------|
|                                                                                                                       |   |                     |    |                           |   |
|                                                                                                                       |   | **(Unaudited)**     |    |                      |   |   |
| **Assets**                                                                                                                 |   |                |    |                      |   |   |   |
| Current assets:                                                                                                            |   |                |    |                      |   |   |   |
| Cash   and cash equivalents                                                                                                |   | $                   | 10,432  |                      | $      | 7,637 |   |
| Short-term   investments                                                                                                   |   |                | 1,753   |                      |   | 3,500 |   |
| Accounts   receivable, net of allowance for doubtful accounts of  $89 at June 30, 2006 and $97 at December   31, 2005 |   |                | 3,365   |                      |   | 2,638 |   |
| Inventories                                                                                                                |   |                | 1,632   |                      |   | 1,927 |   |
| Other   current assets                                                                                                     |   |                | 180     |                      |   | 297 |   |
|                                                                                                                       |   |                     |         |                      |        |  |   |
| Total   current assets                                                                                                     |   |                | 17,362  |                      |   | 15,999 |   |
| Property and equipment, net                                                                                                |   |                | 277     |                      |   | 410 |   |
| Other assets                                                                                                               |   |                | 17      |                      |   | 17 |   |
|                                                                                                                       |   |                     |         |                      |        |  |   |
| Total   assets                                                                                                             |   | $                   | 17,656  |                      | $      | 16,426 |   |
|                                                                                                                       |   |                     |         |                      |        |  |   |
| **Liabilities   and Stockholders’ Equity**                                                                            |   |                |    |                      |   |   |   |
| Current liabilities:                                                                                                       |   |                |    |                      |   |   |   |
| Accounts   payable                                                                                                         |   | $                   | 2,655   |                      | $      | 1,269 |   |
| Accrued   compensation and benefits                                                                                        |   |                | 661     |                      |   | 625 |   |
| Deferred   revenue                                                                                                         |   |                | 438     |                      |   | 991 |   |
| Other   accrued liabilities                                                                                                |   |                | 412     |                      |   | 664 |   |
|                                                                                                                       |   |                     |         |                      |        |  |   |
| Total   current liabilities                                                                                                |   |                | 4,166   |                      |   | 3,549 |   |
| Stockholders’ equity:                                                                                                 |   |                |    |                      |   |   |   |
| Common   stock                                                                                                             |   |                | 16      |                      |   | 16 |   |
| Additional   paid-in capital                                                                                               |   |                | 63,560  |                      |   | 63,281 |   |
| Accumulated   deficit                                                                                                      |   |                | (29,849 | )                         |   | (30,183 | ) |
| Accumulated   other comprehensive loss                                                                                     |   |                | (4      | )                         |   | (4 | ) |
| Treasury   stock                                                                                                           |   |                | (20,233 | )                         |   | (20,233 | ) |
|                                                                                                                       |   |                     |         |                      |        |  |   |
| Total   stockholders’ equity                                                                                          |   |                | 13,490  |                      |   | 12,877 |   |
|                                                                                                                       |   |                     |         |                      |        |  |   |
| Total   liabilities and  stockholders’ equity                                                                    |   | $                   | 17,656  |                      | $      | 16,426 |   |
|                                                                                                                       |   |                     |         |                      |        |  |   |

**See accompanying notes to unaudited condensed consolidated financial statements.**

3

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**MICRO LINEAR CORPORATION**

**CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In Thousands, Except Per Share Amounts) (Unaudited)**

|                                                    |   | **THREE   MONTHS ENDED   June 30,** |   | **SIX MONTHS ENDED   June 30,** |   |
|---------------------------------------------------------|--------|-------------------------------------|--------|---------------------------------|--------|
|                                                    |   |                                     |   |                                 |   |
|                                                    |   | **2006**                            |   | **2005**                        |   | **2006** |   | **2005** |   |
|                                                    |   |                                     |   |                                 |   |  |   |  |   |
| Net revenue                                             |   | $                                   | 6,633  |                            | $      | 5,964 |   | $ | 11,878 |   | $ | 10,210 |   |
| Cost of goods sold                                      |   |                                | 3,249  |                            |   | 2,330 |   |   | 5,589 |   |   | 4,373 |   |
|                                                    |   |                                     |        |                            |        |  |   |  |  |   |  |  |   |
| Gross   margin                                          |   |                                | 3,384  |                            |   | 3,634 |   |   | 6,289 |   |   | 5,837 |   |
|                                                    |   |                                     |        |                            |        |  |   |  |  |   |  |  |   |
| Operating expenses:                                     |   |                                |   |                            |   |   |   |   |   |   |   |   |   |
| Research   and development                              |   |                                | 1,480  |                            |   | 2,467 |   |   | 3,132 |   |   | 4,663 |   |
| Selling,   general and administrative                   |   |                                | 1,605  |                            |   | 2,112 |   |   | 3,070 |   |   | 3,718 |   |
|                                                    |   |                                     |        |                            |        |  |   |  |  |   |  |  |   |
| Total   operating expenses                              |   |                                | 3,085  |                            |   | 4,579 |   |   | 6,202 |   |   | 8,381 |   |
|                                                    |   |                                     |        |                            |        |  |   |  |  |   |  |  |   |
| Income   (loss) from operations                         |   |                                | 299    |                            |   | (945 | ) |   | 87 |   |   | (2,544 | ) |
| Interest and other income                               |   |                                | 135    |                            |   | 103 |   |   | 255 |   |   | 196 |   |
| Interest and other expense                              |   |                                | (1     | )                               |   | (2 | ) |   | (2 | ) |   | (7 | ) |
|                                                    |   |                                     |        |                            |        |  |   |  |  |   |  |  |   |
| Income   (loss) before income taxes                     |   |                                | 433    |                            |   | (844 | ) |   | 340 |   |   | (2,355 | ) |
| Provision for income taxes                              |   |                                | 4      |                            |   | 6 |   |   | 6 |   |   | 7 |   |
|                                                    |   |                                     |        |                            |        |  |   |  |  |   |  |  |   |
| Net   income (loss)*                                    |   | $                                   | 429    |                            | $      | (850 | ) | $ | 334 |   | $ | (2,362 | ) |
|                                                    |   |                                     |        |                            |        |  |   |  |  |   |  |  |   |
| Income (loss) per share:                                |   |                                |   |                            |   |   |   |   |   |   |   |   |   |
| Basic                                                   |   | $                                   | 0.03   |                            | $      | (0.07 | ) | $ | 0.03 |   | $ | (0.19 | ) |
|                                                    |   |                                     |        |                            |        |  |   |  |  |   |  |  |   |
| Diluted                                                 |   | $                                   | 0.03   |                            | $      | (0.07 | ) | $ | 0.03 |   | $ | (0.19 | ) |
|                                                    |   |                                     |        |                            |        |  |   |  |  |   |  |  |   |
| Weighted   average shares used in per share computation |   |                                |   |                            |   |   |   |   |   |   |   |   |   |
| Basic                                                   |   |                                | 12,991 |                            |   | 12,589 |   |   | 12,990 |   |   | 12,524 |   |
|                                                    |   |                                     |        |                            |        |  |   |  |  |   |  |  |   |
| Diluted                                                 |   |                                | 13,433 |                            |   | 12,589 |   |   | 13,080 |   |   | 12,524 |   |
|                                                    |   |                                     |        |                            |        |  |   |  |  |   |  |  |   |

**See accompanying notes to unaudited condensed consolidated financial statements.**

|                                                                                                                                                                                                                                                                                                                                                                                  |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|           *   Net income (loss) for the three months ended June 30, 2006 and 2005 includes   $197,000 and $115,000, respectively of stock-based compensation costs.  Net income (loss) for the six months ended   June 30, 2006 and 2005 includes $271,000 and $142,000 respectively of   stock-based compensation costs. |

4

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**MICRO LINEAR CORPORATION**

**CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) (Unaudited)**

|                                                                                                   |   | **SIX MONTHS   ENDED   June 30,** |   |
|--------------------------------------------------------------------------------------------------------|--------|-----------------------------------|--------|
|                                                                                                   |   |                                   |   |
|                                                                                                   |   | **2006**                          |   | **2005** |   |
|                                                                                                   |   |                                   |   |  |   |
| Operating activities:                                                                                  |   |                              |   |   |   |   |   |
| Net   income (loss)                                                                                    |   | $                                 | 334    |   | $ | (2,362 | ) |
| Adjustments   to reconcile net income (loss) to net cash provided by (used in) operating   activities: |   |                              |   |   |   |   |   |
| Depreciation   and amortization                                                                        |   |                              | 141    |   |   | 149 |   |
| Non-cash   stock based compensation                                                                    |   |                              | 271    |   |   | 142 |   |
| Reduction   of doubtful accounts receivable                                                            |   |                              | (8     | ) |   | (11 | ) |
| Provision   for excess inventory                                                                       |   |                              | 54     |   |   | 101 |   |
| Changes   in assets and liabilities:                                                                   |   |                              |   |   |   |   |   |
| Accounts   receivable                                                                                  |   |                              | (719   | ) |   | (786 | ) |
| Inventories                                                                                            |   |                              | 241    |   |   | (850 | ) |
| Other   current assets                                                                                 |   |                              | 117    |   |   | (88 | ) |
| Accounts   payable                                                                                     |   |                              | 1,386  |   |   | 1,003 |   |
| Accrued   compensation and benefits, and other accrued liabilities                                     |   |                              | (216   | ) |   | 266 |   |
| Deferred   revenue                                                                                     |   |                              | (553   | ) |   | (186 | ) |
|                                                                                                   |   |                                   |        |   |  |  |   |
| Net   cash provided by (used in) operating activities                                                  |   |                              | 1,048  |   |   | (2,622 | ) |
|                                                                                                   |   |                                   |        |   |  |  |   |
| Investing activities:                                                                                  |   |                              |   |   |   |   |   |
| Purchases   of property and equipment                                                                  |   |                              | (8     | ) |   | (221 | ) |
| Purchases   of short-term investments                                                                  |   |                              | (421   | ) |   | (4,192 | ) |
| Proceeds   from sales and maturities of short-term investments                                         |   |                              | 2,168  |   |   | 3,681 |   |
|                                                                                                   |   |                                   |        |   |  |  |   |
| Net   cash provided by (used in) investing activities                                                  |   |                              | 1,739  |   |   | (732 | ) |
|                                                                                                   |   |                                   |        |   |  |  |   |
| Financing activities:                                                                                  |   |                              |   |   |   |   |   |
| Proceeds   from exercise of stock options                                                              |   |                              | 8      |   |   | 1,005 |   |
|                                                                                                   |   |                                   |        |   |  |  |   |
| Net   cash provided by financing activities                                                            |   |                              | 8      |   |   | 1,005 |   |
|                                                                                                   |   |                                   |        |   |  |  |   |
| Net   increase (decrease) in cash and cash equivalents                                                 |   |                              | 2,795  |   |   | (2,349 | ) |
| Cash   and cash equivalents at beginning of period                                                     |   |                              | 7,637  |   |   | 10,920 |   |
|                                                                                                   |   |                                   |        |   |  |  |   |
| Cash   and cash equivalents at end of period                                                           |   | $                                 | 10,432 |   | $ | 8,571 |   |
|                                                                                                   |   |                                   |        |   |  |  |   |

**See accompanying notes to unaudited condensed consolidated financial statements.**

5

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**MICRO LINEAR CORPORATION**

**NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**1. Organization and Summary of Significant Accounting Policies**

***Organization***

          Micro Linear Corporation is a fabless semiconductor company specializing in wireless integrated circuit solutions, which are used in a variety of wireless products serving a global market. These transceivers are used in many streaming wireless applications such as cordless phones, Personal Handyphone System (PHS) handsets, security cameras, game controllers, cordless headsets and other personal electronic appliances. In addition, we offer networking products consisting mainly of media conversion products that enable implementation of cost effective fiber to the home or FTTH systems.  Headquartered in San Jose, California, Micro Linear’s products are available through its authorized representatives and distributors worldwide.

***Fiscal Year***

          We report results of operations on the basis of fifty-two or fifty-three week periods, ending on the Sunday closest to December 31. The second quarter of 2006 ended on July 2, 2006, the fiscal year 2005 ended on January 1, 2006, and the second quarter of 2005 ended on July 3, 2005. For presentation purposes, the accompanying financial statements refer to the calendar year end and month end of each respective period.

***Principles of Consolidation***

          The consolidated financial statements include the accounts of Micro Linear Corporation and our wholly-owned subsidiary in the United Kingdom. All significant inter-company accounts and transactions have been eliminated.

          The Company has designated the U.S. dollar as the functional currency for its United Kingdom subsidiary since that subsidiary is dependent on the parent company’s economic environment. The gains and losses resulting from the transactions of the United Kingdom subsidiary are recorded as other income and expense. For the second quarter of 2006 and 2005, transaction gains and losses were not significant.

***Basis of Presentation***

          The consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America and reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary to state fairly the financial position, results of operations, and cash flows for the periods presented. The unaudited condensed consolidated financial statements and notes should be read in conjunction with the consolidated financial statements and notes in the Annual Report on Form 10-K for the year ended January 1, 2006, filed with the Securities and Exchange Commission (“SEC”) on April 3, 2006. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the USA.

***Use of Estimates***

          The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates, and such differences may be material to the financial statements.

6

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**2. Financial Statement Details**

***Inventories consist of the following (in thousands):***

|                           |   | **June 30,   2006** |   | **December   31,   2005** |   |
|--------------------------------|--------|---------------------|--------|---------------------------|--------|
|                           |   |                     |   |                           |   |
| Work-in-process                |   | $                   | 1,053  |                      | $      | 614 |   |
| Finished goods                 |   |                | 372    |                      |   | 745 |   |
| Inventory held by distributors |   |                | 207    |                      |   | 568 |   |
|                           |   |                     |        |                      |        |  |   |
| Total inventories              |   | $                   | 1,632  |                      | $      | 1,927 |   |
|                           |   |                     |        |                      |        |  |   |

***Provision for Income Taxes***

          The provision for income taxes for the three months and six months ended June 30, 2006 and for the comparable periods of 2005 consists mainly of state taxes and taxes incurred by our branch office in Japan.  We do not record a benefit for income taxes related to our net losses in the U.S., as we believe that the available objective evidence creates sufficient uncertainty regarding the realization of the deferred tax assets such that we have recorded a full valuation allowance. The effective tax rate for the three months ended June 30, 2006 and 2005 was 0.9% and 0.7% and the effective tax rate for the six months ended June 30, 2006 and 2005 was 1.8% and 0.3% respectively. 

***Comprehensive Income (Loss)***

          For the three and six months ended June 30, 2006 and 2005, comprehensive income (loss), which consists of the net income (loss) for the periods and unrealized gain or loss on short-term marketable securities, was as follows (in thousands):

|                                                   |   | **Three   Months Ended   June 30,** |   | **Six Months   Ended   June 30,** |   |
|--------------------------------------------------------|--------|-------------------------------------|--------|-----------------------------------|--------|
|                                                   |   |                                     |   |                                   |   |
|                                                   |   | **2006**                            |   | **2005**                          |   | **2006** |   | **2005** |   |
|                                                   |   |                                     |   |                                   |   |  |   |  |   |
| Net  income (loss)                                |   | $                                   | 429    |                              | $      | (850 | ) | $ | 334 |   | $ | (2,362 | ) |
| Accumulated other comprehensive   gain (loss):         |   |                                |   |                              |   |   |   |   |   |   |   |   |   |
| Unrealized   gain (loss) on marketable securities, net |   |                                | 2      |                              |   | 2 |   |   | —   |   |   | 3 |   |
|                                                   |   |                                     |        |                              |        |  |   |  |  |   |  |  |   |
| Comprehensive income (loss)                            |   | $                                   | 431    |                              | $      | (848 | ) | $ | 334 |   | $ | (2,359 | ) |
|                                                   |   |                                     |        |                              |        |  |   |  |  |   |  |  |   |

**3. Operations by Geographic Regions**

**The following is a summary of revenue by geographical regions (in thousands):**

|              |   | **Three   Months Ended   June 30,** |   | **Six Months   Ended   June 30,** |   |
|-------------------|--------|-------------------------------------|--------|-----------------------------------|--------|
|              |   |                                     |   |                                   |   |
|              |   | **2006**                            |   | **2005**                          |   | **2006** |   | **2005** |   |
|              |   |                                     |   |                                   |   |  |   |  |   |
| Net revenue:      |   |                                |   |                              |   |   |   |   |   |   |   |   |   |
| United   States   |   | $                                   | 376    |                              | $      | 192 |   | $ | 572 |   | $ | 456 |   |
| Japan             |   |                                | 3,556  |                              |   | 2,799 |   |   | 6,170 |   |   | 5,000 |   |
| Hong   Kong       |   |                                | 2,469  |                              |   | 2,126 |   |   | 4,427 |   |   | 3,420 |   |
| Other   Asia      |   |                                | 66     |                              |   | 530 |   |   | 140 |   |   | 587 |   |
| Canada            |   |                                | 3      |                              |   | —   |   |   | 3 |   |   | 86 |   |
| Europe            |   |                                | 163    |                              |   | 317 |   |   | 566 |   |   | 661 |   |
|              |   |                                     |        |                              |        |  |   |  |  |   |  |  |   |
| Total net revenue |   | $                                   | 6,633  |                              | $      | 5,964 |   | $ | 11,878 |   | $ | 10,210 |   |
|              |   |                                     |        |                              |        |  |   |  |  |   |  |  |   |

7

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**4. Restructuring Charges**

          In the second quarter of 2004 we provided $0.2 million for our remaining lease obligations, net of expected sublease payments, on our Utah facility, which we vacated in the first quarter of 2004 when we entered into a sublease agreement for these premises. As of June 30, 2006, the remaining balance of our restructuring reserve relates to our continuing obligations for costs of the Utah facility in excess of expected sublease payments (in thousands):

| Balance December 31, 2005 |   | $      | 73  |   |
|---------------------------|--------|--------|-----|--------|
| Cash payments             |   |   | (20 | )      |
|                      |   |        |     |   |
| Balance June 30, 2006     |   | $      | 53  |   |
|                      |   |        |     |   |

**5.  Stockholders’ Equity**

***     Stock Option Plans***

          In August 1992, we adopted the 1991 Stock Option Plan (the “1991 Plan”), under which employees and consultants may be granted incentive stock options to purchase shares of Micro Linear’s common stock at not less than the fair value on the date of grant, or nonstatutory stock options to purchase common stock at not less than 85% of the fair value on the date of grant. To date, no stock options have been granted with an exercise price less than the fair value on the date of grant.

          In May 1997, the Board of Directors and stockholders approved an amendment to the 1991 Plan to provide for an annual increase in the number of shares of common stock reserved for issuance under the Plan equal to 4% of fully diluted shares for a two-year period commencing on January 1, 1998. The number of shares reserved increased by 588,720 and 575,885 in fiscal years 1999 and 1998, respectively. At the Annual Meeting of Stockholders on August 9, 2001, stockholders approved an amendment to the 1991 Plan to extend the term of the plan by ten years, to May 22, 2011. We have reserved 5,028,605 shares for issuance under the terms of the 1991 Plan at June 30, 2006.

          In March 1998, we adopted the 1998 Nonstatutory Stock Option Plan (the “1998 Plan”), under which employees, directors and consultants may be granted nonstatutory stock options to purchase shares of Micro Linear common stock. Executive officers may only receive options under the 1998 Plan as an inducement essential to their initial employment. We initially reserved 600,000 shares for issuance under the terms of the 1998 Plan.

          In January 1999, the Board of Directors amended the 1998 Plan and approved an increase in the shares reserved for option grants under the 1998 Plan from 600,000 to 1,000,000 shares. In February 2000, the Board of Directors amended the 1998 Plan and approved an increase in the shares reserved for option grants under the 1998 Plan from 1,000,000 to 1,500,000 shares. Between May and July of 2002, the Board of Directors amended the 1998 Plan and approved increases in the shares reserved for option grants under the 1998 Plan totaling 565,794 shares. We have reserved 2,065,794 shares for issuance under the terms of the 1998 Plan at June 30, 2006.

          Through fiscal year 2002, our standard stock option agreements under the 1991 and 1998 Plans provided that 25% of the stock subject to the option will vest upon each of the first and second anniversaries from the vesting commencement date, and the remainder of the shares subject to the option will vest monthly over the next two years. Beginning with our 2003 fiscal year, our standard stock option agreements under the 1991 and 1998 Plans provide that 25% of the stock subject to the option will vest upon the first anniversary from the vesting commencement date, and the remainder of the shares subject to the option will vest monthly over the next three years. Generally, the terms of these plans provide that options expire ten years from the date of grant.

          On February 27, 2006, we announced a tender offer for the exchange of employee stock options currently outstanding, which were all issued at exercise prices that were greater than the fair market value of our common stock on the date of the announcement of the exchange offer, for new options that were to be issued at the approximate fair market value of our common stock on the date the exchange offer closed (“Grant Date”).  The fair market value of our common stock was $1.67, as determined based on the average of the closing prices as reported by the Nasdaq Global Market for the 18 consecutive trading days ending immediately prior to March 28, 2006, the Grant Date. Under the terms of the tender offer 2,028,283 options were surrendered by employees, having a weighted average exercise price of $4.08 in exchange for 1,876,947 options all with an exercise price of $1.67.  The new optionsvest over a two year period, with 25% of the options vesting six months after the grant date and 4.167% vesting each month over the subsequent eighteen months.  The new options have a five year term.  The purpose of this exchange offer was to provide an effective long-term incentive compensation program to our employees. 

8

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          Activity and price information regarding the 1991 and 1998 Plans are as follows:

|                           |   |                        |       |                   | **Outstanding   Options** |                                    |
|--------------------------------|--------|-----------------------------|------------|------------------------|---------------------------|-----------------------------------------|
|                           |   |                        |       |                   |                           |                                    |
|                           |   | **Available   for   Grant** |       | **Number of   Shares** |                      | **Weighted   Average   Exercise Price** |   |
|                           |   |                             |       |                        |                      |                                         |   |
| Balance at December 31,   2005 |   |                        | 1,401,392  |                   |                      | 3,258,173                               |   | $ | 4.25 |   |
| Options   granted              |   |                        | (1,876,947 | )                      |                      | 1,876,947                               |   |   | 1.67 |   |
| Options   forfeited            |   |                        | 2,578,037  |                   |                      | (2,578,037                              | ) |   | 4.23 |   |
|                           |   |                             |            |                   |                           |                                         |   |   |   |   |
| Balance at March 31, 2006      |   |                        | 2,102,482  |                   |                      | 2,557,083                               |   |   | 2.61 |   |
| Options   granted              |   |                        | (176,000   | )                      |                      | 176,000                                 |   |   | 2.31 |   |
| Options   forfeited            |   |                        | 38,000     |                   |                      | (38,000                                 | ) |   | 5.92 |   |
|                           |   |                             |            |                   |                           |                                         |   |   |   |   |
| Balance at June 30, 2006       |   |                        | 1,964,482  |                   |                      | 2,695,083                               |   |   | 2.32 |   |
|                           |   |                             |            |                   |                           |                                         |   |   |   |   |

***     Director Stock Option Plan***

          The Director Stock Option Plan (the “Director Plan”) was adopted by stockholders in October 1994. Under the Director Plan, we initially reserved 80,000 shares of common stock at an exercise price equal to the fair market value of our common stock on the date of grant. The Director Plan initially provided that each person who was an outside director on October 13, 1994, and each outside director who would subsequently become a member of the Board of Directors, was to be automatically granted an option to purchase 10,000 shares on the date on which such person first becomes an outside director, whether through election by the stockholders or appointment by the Board of Directors to fill a vacancy. In addition, each outside director was to automatically receive a nonstatutory option to purchase 7,000 shares of common stock upon such director’s annual re-election to the Board, provided the director hadbeen a member of the Board of Directors for at least six months upon the date of re-election.

          At their annual meeting in June 1998, the stockholders approved an amendment to the Director Plan, which increased from 80,000 to 180,000 the number of shares available for grants.

          At their annual meeting in June 2000, the stockholders approved an amendment to the Director Plan which: 1) increased the shares available for grant from 180,000 to 680,000; 2) increased the option grant to each outside director who subsequently becomes a member of the Board of Directors from 10,000 to 50,000 shares on the date on which such person first becomes an outside director, whether through election by stockholders or by appointment by the Board of Directors; and 3) increased the option grant from 7,000 to 10,000 shares to each outside director upon the director’s annual re-election by the Board of Directors, provided the director has been a member of the Board of Directors for at least six months upon the date of re-election.

          The 50,000 share grant vests at the rate of 25% of the option shares upon the first and second anniversaries of the date of grant and 1/48th of the option shares per month thereafter, and the 10,000 share grant vests monthly over a twelve-month period, in each case unless cancelled sooner upon termination of the optionee’s status as a director or otherwise pursuant to the Director Plan.

          On May 23, 2005, the Board of Directors approved an amendment to the Director Plan to provide for the acceleration of all unvested options granted to directors thereunder in the event of a change of control of the Company. It also approved a resolution to amend all option grants to non-employee members of the Board of Directors pursuant to the Director Plan and the 1998 Plan to provide for full acceleration of all remaining options in the event of a change in control. The Director Plan expired on August 2, 2004.

          Option activity under the Director Plan is as follows: 

|                                             |   |                        |               |                    | **Options   Outstanding** |                                    |
|--------------------------------------------------|--------|-----------------------------|--------------------|-------------------------|---------------------------|-----------------------------------------|
|                                             |   |                        |               |                    |                           |                                    |
|                                             |   | **Available   for   Grant** |               | **Number of****Shares** |                      | **Weighted   Average   Exercise Price** |   |
|                                             |   |                             |               |                         |                      |                                         |   |
| Balance at December 31,   2005 and June 30, 2006 |   |                        | —   |                    |                      | 232,000                                 |   | $ | 5.19 |   |
|                                             |   |                             |                    |                    |                           |                                         |   |   |   |   |

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          Information regarding the weighted average contractual terms, exercise prices and intrinsic value for options outstanding under all of the Company’s stock option plans is as follows:

|                                                |   | **Number of   Shares** |      | **Weighted   Average   Remaining Contractual   Term (in years)** |   | **Weighted   Average   Exercise Price** |   | **Aggregate   Intrinsic   Value (in thousands)** |   |
|-----------------------------------------------------|--------|------------------------|-----------|------------------------------------------------------------------|--------|-----------------------------------------|--------|--------------------------------------------------|--------|
|                                                |   |                        |      |                                                                  |   |                                         |   |                                                  |   |
| Options outstanding                                 |   |                   | 2,927,083 |                                                             |   | 5.23                                    |   | $                                                | 2.55   |   | $ | 1,389 |   |
| Options fully vested and   options expected to vest |   |                   | 2,820,616 |                                                             |   | 5.24                                    |   | $                                                | 2.57   |   | $ | 1,320 |   |
| Options exercisable                                 |   |                   | 828,369   |                                                             |   | 5.92                                    |   |                                             | 4.16   |   |   | 10 |   |

          The aggregate intrinsic value in the table above represents the total pretax intrinsic value, based on our closing stock price of $2.40 as of June 30, 2006, which would have been received by the option holders had all option holders exercised their options as of that date. The total number of in-the-money options exercisable as of June 30, 2006 was 81,503. 

          On March 28,2006 we completed a repricing of the employee stock options pursuant to a tenderoffer announced on February 27, 2006.  In accordance with the tender offerwe issued approximately 1.9 million new options in exchange for the surrender ofapproximately 2.0 million outstanding options.  The fair value of each newstock option granted was $0.99, as determined utilizing a Black-Scholes modelpursuant to the guidance provided by Statement of Financial Accounting Standards No. 123(R) (“SFAS No. 123(R)”) .  As required by SFAS No.123(R) we determined the Black-Scholes fair value of the new optionsgranted as well as the current fair value of the outstanding options surrenderedto calculate the incremental fair value of the options.  The incrementalvalue of the new options issued was $0.4 million and will be amortized over thetwo year vesting period of the new options.    

          On May 2, 2006, stock option grants totaling 176,000 shares were awarded as follows:  50,000 to employees, 6,000 to consultants and 120,000 to members of the Board of Directors.  There were no stock option exercises during the three month period ended June 30, 2006.  

***     Employee Stock Purchase Plan***

          We adopted our current Employee Stock Purchase Plan (the “1998 Purchase Plan”) in September 1998. An aggregate of 200,000 shares of common stock were initially reserved for issuance under the 1998 Purchase Plan. The 1998 Purchase Plan provides that all employees may purchase common stock on specified dates via payroll deductions, at 85% of its fair market value on the Enrollment Date or approximately six months later at the Exercise Date, whichever is lower. The 1998 Purchase Plan provides for an annual increase in the shares available for purchase equal to a) the lesser of the number of shares of Common Stock repurchased by Micro Linear during the prior year or b) the number of shares of Common Stock issued under the Plan in the prior year, or c) a lesser amount determined by the Board. The compensation cost in connection with the plan for the three months and six months ended June 30, 2006 wasapproximately $2,000 and $3,000, respectively.  As of June 30, 2006, there were 96,077 shares available for purchase under the 1998 Purchase Plan.

**6. Earnings (Loss) Per Share**

          Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share includes the effect of all potentially dilutive common stock outstanding during the period. Diluted earnings (loss) per share excludes potential common stock if the effect is anti-dilutive. We compute diluted earnings (loss) per share using the treasury stock method for stock options outstanding.  The dilutive effect of outstanding options is reflected in diluted earnings (loss) per share by application of the treasury stock method, which includes consideration of unrecognized stock-based compensation as required by SFAS No. 123(R).

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          A total of 1,069,184 and 4,305,160 shares of potential common stock related to stock options were not included in the dilutive net income (loss) per share calculation for the three months ended June 30, 2006 and 2005, respectively, because their effect would be anti-dilutive.  A total of 2,175,320 and 4,305,160 shares of potential common stock related to stock options were not included in the dilutive net income (loss) per share calculation for the six months ended June 30, 2006 and 2005, respectively, because their effect would be anti-dilutive.  

**7. Stock-based Compensation**

          Effective January 2, 2006, Micro Linear adopted the provisions of SFAS No. 123(R), “Share-Based Payment.”  SFAS No. 123(R) establishes accounting for stock-based awards exchanged for employee services.  Accordingly, stock-based compensation cost is measured at grant date, based on the fair value of the award, and is recognized as expense over the employee requisite service period.  We previously applied APB No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations and provided the required pro forma disclosures of SFAS No. 123, “Accounting for Stock-Based Compensation”. 

**Prior to the adoption of SFAS No. 123(R)**

           Prior to the adoption of SFAS No. 123(R), the Company accounted for stock-based compensation in accordance with APB No. 25 and provided the disclosures required under SFAS No. 123, “Accounting for Stock-Based Compensation,” as amended by SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosures.” 

          The pro-forma information for the three and six months ended June 30, 2005 was as follows:

| **(in thousands, except per share amounts)**                                                                                          |   | **Three   months   ended   June 30, 2005** |   | **Six months   ended   June 30, 2005** |   |
|---------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------|--------|----------------------------------------|--------|
|                                                                                                                                       |   |                                            |   |                                        |   |
| Net loss, as reported                                                                                                                 |   | $                                          | (850   | )                                      | $      | (2,362 | ) |
| Add:  Stock-based employee compensation expense   reported in net loss, net of related tax effects                               |   |                                       | 88     |                                   |   | 88 |   |
| Deduct: Stock-based   compensation expense determined under fair value based method for employee   awards, net of related tax effects |   |                                       | (357   | )                                      |   | (581 | ) |
|                                                                                                                                  |   |                                            |        |                                   |        |  |   |
| Pro forma net loss                                                                                                                    |   | $                                          | (1,119 | )                                      | $      | (2,855 | ) |
|                                                                                                                                  |   |                                            |        |                                   |        |  |   |
| Pro forma net loss per   share:                                                                                                       |   |                                       |   |                                   |   |   |   |
| Basic   and diluted                                                                                                                   |   | $                                          | (0.09  | )                                      | $      | (0.23 | ) |
| Reported net loss per   share:                                                                                                        |   |                                       |   |                                   |   |   |   |
| Basic   and diluted                                                                                                                   |   | $                                          | (0.07  | )                                      | $      | (0.19 | ) |

          Total stock-based compensation for the three and six months ended June 30, 2005 was $142,000, including $88,000 related to the accelerated vesting of stock options held by two employees of Micro Linear who left the company during 2005, and $54,000 related to options held by non-employees.  

**Impact of the adoption of SFAS No. 123(R)**

          Micro Linear elected to adopt the modified prospective application method as provided by SFAS No. 123(R).  Accordingly, during the three and six months ended June 30, 2006, we recorded stock-based compensation cost totaling the amount that would have been recognized had the fair value method been applied since the effective date of SFAS No. 123.  Previously reported amounts have not been revised.  For the three months ended June 30, 2006, we recorded stock-based compensation costs of $197,000, or $0.01 per dilutive share.  For the six months ended June 30, 2006, we recorded stock-based compensation costs of $271,000, or $0.02 per dilutive share.

          As of June 30, 2006, the unrecorded deferred stock-based compensation expense related to stock options was $0.9 million and will be recognized over an estimated weighted average amortization period of 0.85 years.

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          With the adoption of SFAS No. 123(R) on January 2, 2006, we began to capitalize a portion of stock-based compensation as inventory.  The effect of this adoption on inventory as of June 30, 2006 and on cost of goods sold for the three and six months ended June 30, 2006 was not significant.   

**     Valuation Assumptions**

          We estimate the fair value of stock options using a Black-Scholes valuation model, consistent with the provisions of SFAS No. 123(R), SEC SAB No. 107 and our prior period pro forma disclosures of stock-based compensation (determined under a fair value method as prescribed by SFAS No. 123).  The fair value of each option grant issued subsequent to the adoption of SFAS No. 123(R) is estimated on the date of grant using the Black-Scholes option valuation model and the straight-line attribution approach.  

          The weighted average estimated fair values of shares issued under the Employee Stock Purchase Plan for the six months ended June 30, 2006 and 2005 were $0.58 and $1.44 respectively.  The weighted average fair values at the grant date of options granted under the employee and directors’ stock option plans for the three months ended June 30, 2006 and 2005 were $1.40 and $1.59, respectively.  The weighted average fair values at the grant date of options granted under the employee and directors’ stock option plans for the six months ended June 30, 2006 and 2005 were $0.33 and $1.53, respectively.

          The following weighted-average assumptions were used for options granted during the three and six months ended June 30, 2006 and June 30, 2005: 

|                              |   | **Three   months ended   June 30,** |               | **Six months   ended   June 30,** |   |
|-----------------------------------|--------|-------------------------------------|--------------------|-----------------------------------|--------|
|                              |   |                                     |               |                                   |   |
|                              |   | **2006**                            |               | **2005**                          |   | **2006** |   | **2005** |   |
|                              |   |                                     |               |                                   |   |  |   |  |   |
| Stock   option plan:              |   |                                |               |                              |   |   |   |   |   |   |   |   |   |
| Expected   stock price volatility |   |                                | 65                 | %                                 |   | 44 | % |   | 65 | % |   | 46 | % |
| Risk free interest rate           |   |                                | 4.80               | %                                 |   | 3.62 | % |   | 4.80 | % |   | 3.60 | % |
| Dividend yield                    |   |                                | —   |                              |   | —   |   |   | —   |   |   | —   |   |
| Expected term  (in years)    |   |                                | 2.88               |                              |   | 2.93 |   |   | 3.02 |   |   | 2.60 |   |
| Stock purchase plan:              |   |                                |               |                              |   |   |   |   |   |   |   |   |   |
| Expected stock price   volatility |   |                                | 60                 | %                                 |   | 51 | % |   | 60 | % |   | 51 | % |
| Risk free interest rate           |   |                                | 4.83               | %                                 |   | 2.88 | % |   | 4.83 | % |   | 2.88 | % |
| Dividend yield                    |   |                                | —   |                              |   | —   |   |   | —   |   |   | —   |   |
| Expected term (in years)          |   |                                | 0.5                |                              |   | 0.5 |   |   | 0.5 |   |   | 0.5 |   |

          The expected volatility assumptions were based on historical price volatility in accordance with SFAS No. 123(R) and SAB 107.  The historical price volatility was measured on a daily basis.

          The risk-free interest rate assumptions were based upon the implied yields from the U.S. Treasury zero-coupon yield curve with a remaining term equal to the remaining term of the options.

          The expected term of employee stock options under our employee and director stock option plans represents the weighted-average period the stock options are expected to remain outstanding.  The expected term for stock options granted during the three months and six months ended June 30, 2006 was estimated based on the simplified calculation of expected term, described in SAB No. 107 due to changes in the vesting terms and contractual life of current option grants compared to the Company’s historical grants. The expected term for stock options granted during the three and six months ended June 30, 2005 was based on historical employee exercise patterns.   Shares issued under the Employee Stock Purchase Plan are issued approximately six months subsequent to the Enrollment Date.

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**8. Tender Offer for Exchange of Outstanding Employee Stock Options**

          On February 27, 2006, we announced a tender offer for the exchange of employee stock options currently outstanding, which were all issued at exercise prices that were greater than the fair market value of our common stock on the date of the announcement of the exchange offer, for new options that were to be issued at the approximate fair market value of our common stock on the date the exchange offer closed (“Grant Date”).  The fair market value of our common stock was $1.67, as determined based on the average of the closing prices as reported by the Nasdaq Global Market for the 18 consecutive trading days ending immediately prior to March 28, 2006, the Grant Date. Under the terms of the tender offer 2,028,283 options were surrendered by employees, having a weighted average exercise price of $4.08 in exchange for 1,876,947 options all with an exercise price of $1.67.  The new optionsvest over a two year period, with 25% of the options vesting six months after the grant date and 4.167% vesting each month over the subsequent eighteen months.  The new options have a five year term.  The purpose of this exchange offer was to provide an effective long-term incentive compensation program to our employees. 

          Under the terms of the exchange offer employees residing in the United States, except for our Chief Executive Officer, Mr. Richardson, Vice President of Engineering, Mr. Dix, and Vice President of Operations and Chief Financial Officer, Mr. Schradle, were eligible to surrender their existing options, which were fully vested pursuant to the accelerated vesting that was approved by our Board of Director’s in December 2005, for an equivalent number of new options.  Our Chief Executive Officer, Mr. Richardson, participated in this offer but under the terms of the offer he surrendered 1.3 of his existing options for each new option granted.  Mr. Richardson surrendered all of his eligible options, a total of 510,000 options with a weighted average exercise price of $3.52 for 392,306 new options  with an exercise price of $1.67. In addition, Mr. Richardson retained 60,000 options that weregranted to him for his service as a member of our Board of Director and were not eligible for exchange under this tender offer.  Our Vice President of Engineering, Mr. Dix, and Vice President of Operations and Chief Financial Officer, Mr. Schradle, also participated in this offer but under the terms of the offer they surrendered 1.1 of their existing options for each new option granted. Mr. Dix surrendered 125,000 of his existing options with a weighted average exercise price of $3.60 in exchange for 113,634 new options, all with an exercise price of $1.67.  Mr. Dix retained 128,200 of his existing options with a weighted average exercise price of $2.60.  Mr. Schradle surrendered 245,000 of his existing options with a weighted average exercise price of $4.86 in exchange for 222,724 of new options, all with an exercise price of $1.67.  Our Vice President of Worldwide Sales and Applications, Mr. Moore, surrendered 70,000 of his existing options with a weighted average exerciseprice of $4.32 in exchange for 70,000 new options, all with an exercise price of $1.67.  Mr. Moore retained 30,000 of his existing options with a weighted average exercise price of $2.69.  Our Vice President of Business Development, Mr. Manno, surrendered 145,000 of his existing options with a weighted average exercise price of $2.57 in exchange for 145,000 new options, all with an exercise price of $1.67.  

          We used the Black-Scholes valuation model to estimate the value of new options granted and the value of existing options surrendered under this exchange program.  It should be noted that the Black-Scholes valuation model is intended for use in estimating the fair value of publicly traded options that have no vesting restrictions and are fully transferable, which differs significantly from the terms of both the new options and the surrendered options. In addition, it should be noted that options valuation models, such as Black-Scholes, require the input of highly subjective assumptions, including the expected stock price volatility and the expected life of the options before exercise, which greatly affect the calculated grant date fair value. 

**8. Subsequent Event**

          On August 14,2006,  Micro Linear Corporation  (“Micro Linear”) andSirenza Micro Devices, Inc.  (“Sirenza”) entered into adefinitive agreement (the “Merger Agreement”) for Sirenza to acquireMicro Linear (“the Merger”).  Subject to the terms and conditionsof the Merger Agreement, at the effective time of the Merger (the“Effective Time”), each issued and outstanding share of Micro Linearcommon stock will be converted into the right to receive 0.365 of a share ofSirenza common stock. Based on Micro Linear’s fully diluted sharesoutstanding and Sirenza’s closing price as reported on the Nasdaq GlobalMarket on August 14, 2006, the transaction is currently valued at approximately$45.6 million. The exchange ratio is subject to adjustment based on the price ofSirenza’s common stock as reported on Nasdaq prior to the consummation ofthe Merger. If the average closing price of Sirenza’s common stock asreported on the Nasdaq is less than $7.77 for the ten consecutive trading daysending on the third trading day immediately preceding the date the merger isconsummated, the exchange ratio will be increased such that each share of MicroLinear common stock will be converted into the number of shares of Sirenzacommon stock with a value (based on such average) equal to $2.84, provided thatthe applicable exchange ratio will never be greater than 0.405. Conversely, ifthe average closing price of Sirenza’s common stock as reported on Nasdaqfor the period is greater than $11.66, the exchange ratio will be decreased suchthat each share of Micro Linear common stock will be converted into the numberof shares of Sirenza common stock with a value (based on such average) equal to$4.26, provided that the applicable exchange ratio will never be less than0.325. Consummation of the Merger is subject to several closing conditions,including the approval of the principal terms of the Merger Agreement and theMerger by the stockholders of Micro Linear, the absence of certain governmentalrestraints, the receipt of antitrust approvals, if any, or the expiration ofapplicable waiting periods, and effectiveness of a Form S-4 registrationstatement to be filed by Sirenza with the Securities and Exchange Commission.The Merger is intended to qualify as a tax-free reorganization underSection 368(a) of the Internal Revenue Code of 1986, as amended.

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

          *The statements in this report or incorporated by reference that are not**historical are forward-looking statements and include, without limitation,**statements under the caption, “Management’s Discussion and Analysis of**Financial Condition and Results of Operations.” Terms such as “may,” “will,”**“could,” “should,” “project,” “believe,” “anticipate,” “expect,” “plan,”**“estimate,” “forecast,” “potential,” “intend,” “continue” and variations of**these words or similar expressions are intended to identify forward-looking**statements.*

          *These forward-looking statements include, but are not limited to,**statements regarding: our critical accounting policies, the volume and timing of the shipments of our wireless products, our expectation that average selling prices will**continue to**decline, our expectation that our operating results will continue to fluctuate, reliance on period-to-period comparison of our operating results, our dependency on sales of digital cordless phone and network equipment manufacturers, our expectation that we will incur losses in the future, manufacturing overhead costs, our expectation that international revenue will account for the substantial**majority of our total net revenue for the foreseeable future, our intention to**expend significant resources in the development of new products during the**foreseeable future, our expectation that our research and development costswill decrease in the coming quarters, our expectations regarding our sales and marketing expenses, our expectations regarding trade payables and accrued liability balances, our**expectation that we will be able to provide for these**expenditures without any additional sources of financing and our belief that**existing cash resources are sufficient to fund any anticipated operating losses**and purchases of capital equipment and provide adequate working capital for the**next 12 months, our dependency on key customers and distributors, our intention to develop and market new products, benefits of and our plans to continue using outside foundries, our ability to translate technological expertise and innovation into new or enhanced products, our intellectual property, statements regarding any future acquisitions or investments, our dependency on key personnel, our internal controls, expenses related to complying with the Sarbanes-Oxley Act and our disclosure controls andprocedures.*

          *Forward-looking statements are subject to risks and uncertainties that**could cause actual results to differ materially from those projected. These**risks and uncertainties include, but are not limited to, our dependence on key**products and customers, changes in the demand for our products and seasonal**factors affecting certain of our products, our ability to attract and retain**customers and distribution partners for existing and new products, our ability**to develop and introduce new and enhanced products in a timely manner, our**dependence on international sales and risks associated with international**operations, our dependence on outside foundries and test subcontractors in the**manufacturing process and other outside suppliers, our ability to recruit and**retain qualified employees, the strength of competitive offerings and the**prices being charged by those competitors, and the risks set forth below under**Part II, Item 1A”Risk Factors.”*

          *These forward-looking statements are made only as of the date of this**report. We do not undertake to update or revise the forward-looking statements,**whether as a result of new information, future events or otherwise. We caution**you not to give undue weight to any of the forward-looking statements. You**should not regard the inclusion of forward-looking information as a**representation by us or any other person that we will achieve our objectives or**plans.*

**Critical Accounting Policies**

          Management’s Discussion and Analysis of Financial Condition and Results of Operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and other assumptions that are believed to be reasonable under the circumstances. These form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Senior management has discussed the development, selection and disclosure of these estimates with the Audit Committee of Micro Linear’sBoard of Directors. Actual results may differ from these estimates under different assumptions or conditions. Management believes the following critical accounting policies reflect its more significant estimates and assumptions used in the preparation of its consolidated financial statements. They include those regarding (1) revenue recognition, (2) estimating accrued liabilities and allowance for doubtful accounts, (3) inventory and related allowance for obsolete and excess inventory, (4) accounting for income taxes, (5) valuation of long-lived assets, and (6) stock-based compensation costs.

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          The critical accounting policies are described in Item 7A, “Management Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for the year ended January 1, 2006, and have not changed materially as of June 30, 2006 with the exception of the following:  

***Stock-based Compensation**** *

          Effective January 2, 2006, we adopted the fair value recognition provisions of SFAS No. 123(R), using the modified prospective application transition method, and therefore have not revised prior periods’ results.  Under the fair value recognition provisions of SFAS No. 123(R), we recognize stock based compensation net of an estimated forfeiture rate and only recognize compensation cost for those shares expected to vest over the requisite service period of the award.  Prior to the adoption of SFAS No. 123(R), we accounted for share-based payments under APB Opinion No. 25, “Accounting for Stock Issued to Employees”.

          Determining the appropriate fair value model and calculating the fair value of share-based payment awards require the input of highly subjective assumptions, including the expected life of the share-based payment awards and stock price volatility.  The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment.  As a result, if factors change and we use different assumptions, our stock-based compensation expense could be materially different in the future.  In addition, we are required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest.  If our actual forfeiture rate is materially different from our estimate, the stock-based compensation expense could be significantly different fromwhat we have recorded in the current period.  See Note 7 to the Condensed Consolidated Financial Statements for a further discussion on stock-based compensation.

***Accounting for Uncertainty in Income Taxes***

          InJune 2006, the Financial Accounting Standards Board(“FASB”) issued FASB Interpretation Number 48, “Accountingfor Uncertainty in Income Taxes, and related Implementation Issues”(“FIN 48”). FIN 48 clarifies the accounting for uncertainty in incometaxes recognized in a company’s financial statements in accordance withFASB 109, “Accounting for Income Taxes.” FIN 48 prescribes arecognition threshold and measurement attribute for a tax position taken orexpected to be taken in a tax return. FIN 48 also provides guidance onrecognition, classification, interest and penalties, accounting in interimperiods, disclosure, and transition. FIN 48 is effective as of the beginning offiscal years that begin after December 15, 2006. The company is currentlyevaluating the effects of implementing this new standard.

15

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**Overview**

          Micro Linear Corporation is a fabless semiconductor company specializing in wireless integrated circuit solutions, which are used in a variety of wireless products serving global markets. These transceivers are used in many streaming wireless applications, such as cordless phones, Personal Handyphone Systems, or PHS, handsets, wireless speakers, security cameras, game controllers, cordless headsets and other personal electronic appliances. Headquartered in San Jose, California, our products are available through our authorized representatives and distributors worldwide.

          Micro Linear was founded in 1983, and until 2000 we were a supplier of advanced analog and mixed signal integrated circuits to the computer, communications, telecommunications, consumer and industrial markets. During 2000, we divested our manufacturing test operation and our non-communication product lines and focused our marketing, engineering and product development on new communications products, most notably wireless integrated circuits. During 2001, we established ourselves as a volume supplier of RF transceivers to the digital cordless telephone segment of the communications market. In 2005, we completed the development of a transceiver for use in PHS products. We began initial shipments of this transceiver in the second quarter of 2005.  Wireless product revenue represented 83% of total net revenue for the second quarter of 2006 compared to 84% of total net revenue for the second quarter of2005.

          Currently, in addition to our transceivers designed for digital cordless telephones and PHS products, we offer a full line of high data-rate ISM-band transceivers for applications such as wireless speakers and headphones, game controllers, voice headsets and other electronic appliances. Micro Linear offers a broad line of transceivers that address the most popular unlicensed bands: 900 MHz, 2.4 GHz, and 5.8 GHz. To simplify system design and decrease time to market, we also offer starter kits and reference designs.  In addition, we offer networking products consisting mainly of media conversion products that enable implementation of cost effective fiber to the home or FTTH systems.

          On August 14, 2006,  Micro Linear and Sirenza Micro Devices, Inc.  (“Sirenza”) entered into a definitive agreement for Sirenza to acquire Micro Linear.  Subject to the terms and conditions of the merger agreement, at the effective time of the merger (the “Effective Time”), each issued and outstanding share of Micro Linear common stock will be converted into the right to receive 0.365 of a share of Sirenza common stock. Based on Micro Linear’s fully diluted shares outstanding and Sirenza’s closing price as reported on the Nasdaq Global Market on August 14, 2006, the transaction is currently valued at approximately $45.6 million. The exchange ratio is subject to adjustment based on the price of Sirenza’s common stock as reported on Nasdaq prior to the consummation of the merger. If the average closing price ofSirenza’s common stock as reported on the Nasdaq is less than $7.77 for the ten consecutive trading days ending on the third trading day immediately preceding the date the merger is consummated, the exchange ratio will be increased such that each share of Micro Linear common stock will be converted into the number of shares of Sirenza common stock with a value (based on such average) equal to $2.84, provided that the applicable exchange ratio will never be greater than 0.405. Conversely, if the average closing price of Sirenza’s common stock as reported on Nasdaq for the period is greater than $11.66, the exchange ratio will be decreased such that each share of Micro Linear common stock will be converted into the number of shares of Sirenza common stock with a value (based on such average) equal to $4.26, provided that the applicable exchange ratio will never be less than 0.325. Consummation of the merger is subject to several closing conditions, including the approval of the principal termsof the merger agreement and the merger by the stockholders of Micro Linear, the absence of certain governmental restraints, the receipt of antitrust approvals, if any, or the expiration of applicable waiting periods, and effectiveness of a Form S-4 registration statement to be filed by Sirenza. The merger is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended.

16

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**Results of Operations**

          The following tables present certain consolidated statements of operations data for the periods indicated (unaudited):

|                                  |   | **For the   Three Months Ended June 30** |   |
|---------------------------------------|--------|------------------------------------------|--------|
|                                  |   |                                          |   |
|                                  |   | **2006**                                 |   | **2005** |   |
|                                  |   |                                          |   |  |   |
|                                  |   | **($ in   thousands)**                   |   |
|                                  |   |                                     |   |   | **% of Net   Revenue** |   |   |   |   | **% of Net   Revenue** |   |
|                                  |   |                                     |   |   |  |  |   |   |   |   |  |  |   |
| Net revenue                           |   |                                     |   |   |   |   |   |   |   |   |   |   |   |
| Wireless                              |   | $                                        | 5,493  |   |   | 82.8 | % | $ | 4,997 |   |   | 83.8 | % |
| Networking                            |   |                                     | 1,140  |   |   | 17.2 |   |   | 967 |   |   | 16.2 |   |
|                                  |   |                                          |        |   |  |  |   |  |  |   |  |  |   |
| Total net revenue                     |   |                                     | 6,633  |   |   | 100.0 |   |   | 5,964 |   |   | 100.0 |   |
| Cost of goods sold                    |   |                                     | 3,249  |   |   | 49.0 |   |   | 2,330 |   |   | 39.1 |   |
|                                  |   |                                          |        |   |  |  |   |  |  |   |  |  |   |
| Gross   margin                        |   |                                     | 3,384  |   |   | 51.0 |   |   | 3,634 |   |   | 60.9 |   |
| Operating expenses:                   |   |                                     |   |   |   |   |   |   |   |   |   |   |   |
| Research   and development            |   |                                     | 1,480  |   |   | 22.3 |   |   | 2,467 |   |   | 41.3 |   |
| Selling,   general and administrative |   |                                     | 1,605  |   |   | 24.2 |   |   | 2,112 |   |   | 35.4 |   |
|                                  |   |                                          |        |   |   |   |   |  |  |   |  |  |   |
| Total   operating expenses            |   |                                     | 3,085  |   |   | 46.5 |   |   | 4,579 |   |   | 76.7 |   |
|                                  |   |                                          |        |   |  |  |   |  |  |   |  |  |   |
| Income (loss) from   operations       |   |                                     | 299    |   |   | 4.5 |   |   | (945 | ) |   | (15.8 | ) |
| Interest and other income             |   |                                     | 135    |   |   | 2.0 |   |   | 103 |   |   | 1.7 |   |
| Interest and other expense            |   |                                     | (1     | ) |   | (0.0 | ) |   | (2 | ) |   | (0.1 | ) |
|                                  |   |                                          |        |   |  |  |   |  |  |   |  |  |   |
| Income (loss) before income   taxes   |   |                                     | 433    |   |   | 6.5 |   |   | (844 | ) |   | (14.2 | ) |
| Provision for income taxes            |   |                                     | 4      |   |   | 0.0 |   |   | 6 |   |   | 0.1 |   |
|                                  |   |                                          |        |   |  |  |   |  |  |   |  |  |   |
| Net income (loss)                     |   | $                                        | 429    |   |   | 6.5 | % | $ | (850 | ) |   | (14.3 | )% |
|                                  |   |                                          |        |   |  |  |   |  |  |   |  |  |   |

|                                  |   | **For the   Six Months Ended June 30** |   |
|---------------------------------------|--------|----------------------------------------|--------|
|                                  |   |                                        |   |
|                                  |   | **2006**                               |   | **2005** |   |
|                                  |   |                                        |   |  |   |
|                                  |   | **($ in thousands)**                   |   |
|                                  |   |                                   |   |   | **% of Net   Revenue** |   |   |   |   | **% of Net   Revenue** |   |
|                                  |   |                                   |   |   |  |  |   |   |   |   |  |  |   |
| Net revenue                           |   |                                   |   |   |   |   |   |   |   |   |   |   |   |
| Wireless                              |   | $                                      | 9,703  |   |   | 81.7 | % | $ | 8,142 |   |   | 79.7 | % |
| Networking                            |   |                                   | 2,175  |   |   | 18.3 |   |   | 2,068 |   |   | 20.3 |   |
|                                  |   |                                        |        |   |  |  |   |  |  |   |  |  |   |
| Total net revenue                     |   |                                   | 11,878 |   |   | 100.0 |   |   | 10,210 |   |   | 100.0 |   |
| Cost of goods sold                    |   |                                   | 5,589  |   |   | 47.1 |   |   | 4,373 |   |   | 42.8 |   |
|                                  |   |                                        |        |   |  |  |   |  |  |   |  |  |   |
| Gross   margin                        |   |                                   | 6,289  |   |   | 52.9 |   |   | 5,837 |   |   | 57.2 |   |
| Operating expenses:                   |   |                                   |   |   |   |   |   |   |   |   |   |   |   |
| Research   and development            |   |                                   | 3,132  |   |   | 26.4 |   |   | 4,663 |   |   | 45.7 |   |
| Selling,   general and administrative |   |                                   | 3,070  |   |   | 25.8 |   |   | 3,718 |   |   | 36.4 |   |
|                                  |   |                                        |        |   |  |  |   |  |  |   |  |  |   |
| Total   operating expenses            |   |                                   | 6,202  |   |   | 52.2 |   |   | 8,381 |   |   | 82.1 |   |
|                                  |   |                                        |        |   |  |  |   |  |  |   |  |  |   |
| Income (loss) from   operations       |   |                                   | 87     |   |   | 0.7 |   |   | (2,544 | ) |   | (24.9 | ) |
| Interest and other income             |   |                                   | 255    |   |   | 2.2 |   |   | 196 |   |   | 2.0 |   |
| Interest and other expense            |   |                                   | (2     | ) |   | (0.0 | ) |   | (7 | ) |   | (0.1 | ) |
|                                  |   |                                        |        |   |  |  |   |  |  |   |  |  |   |
| Income (loss) before income   taxes   |   |                                   | 340    |   |   | 2.9 |   |   | (2,355 | ) |   | (23.0 | ) |
| Provision for income taxes            |   |                                   | 6      |   |   | 0.1 |   |   | 7 |   |   | 0.1 |   |
|                                  |   |                                        |        |   |  |  |   |  |  |   |  |  |   |
| Net income (loss)                     |   | $                                      | 334    |   |   | 2.8 | % | $ | (2,362 | ) |   | (23.1 | )% |
|                                  |   |                                        |        |   |  |  |   |  |  |   |  |  |   |

17

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***Net Revenue***

|       |   | **Three   months   ended   June 30, 2006** |   | **% Change   2005 to 2006** |   | **Three   months   ended   June 30, 2005** |   | **Six months   ended   June 30, 2006** |   | **% Change   2005 to 2006** |   | **Six months   ended   June 30, 2005** |   |
|------------|--------|--------------------------------------------|--------|-----------------------------|--------|--------------------------------------------|--------|----------------------------------------|--------|-----------------------------|--------|----------------------------------------|--------|
|       |   |                                            |   |                             |   |                                            |   |                                        |   |                             |   |                                        |   |
|       |   | **($ in thousands)**                       |   | **($ in thousands)**        |   |
| Wireless   |   | $                                          | 5,493  |                        |   | 9.9                                        | %      | $                                      | 4,997  |                        | $      | 9,703                                  |   |   | 19.2 | % | $ | 8,142 |   |
| Networking |   |                                       | 1,140  |                        |   | 17.9                                       | %      |                                   | 967    |                        |   | 2,175                                  |   |   | 5.2 | % |   | 2,068 |   |
|       |   |                                            |        |                        |   |                                       |   |                                        |        |                        |        |                                        |   |   |   |   |  |  |   |
| Total      |   | $                                          | 6,633  |                        |   | 11.2                                       | %      | $                                      | 5,964  |                        | $      | 11,878                                 |   |   | 16.3 | % | $ | 10,210 |   |
|       |   |                                            |        |                        |   |                                       |   |                                        |        |                        |        |                                        |   |   |   |   |  |  |   |

          Our wireless product line consists mainly of RF transceivers in the 5.8GHz, 2.4 GHz, and 900MHz frequency bands as well as transceivers designed for use by PHS handset manufacturers. Our transceivers are used in a variety of applications, including digital cordless telephones, PHS handsets, and wireless speakers and headphones. Our networking product line consists mainly of media conversion products that enable implementation of cost effective fiber to the home, or FTTH, systems.

          Net revenue during the second quarter of 2006 increased $0.7 million from the comparable second quarter of 2005. Revenue from wireless products, consisting mostly of digital cordless telephone transceivers, increased approximately $0.5 million and revenue from networking products increased approximately $0.2 million from the comparable second quarter of 2005.  Our 2006 second quarter revenue was the highest second quarter revenue for Micro Linear since the year 2002.  Unit shipments increased 65% during the second quarter of 2006, as compared to the second quarter of 2005, while average selling prices declined by 33%.  

          Revenues from wireless product shipments increased 10% in the second quarter of 2006 over the comparable quarter of 2005.  This increase was primarily driven by increases in sales of our 5.8 GHz wireless products to Uniden Corporation and VTech Telecommunications.  While we expect that overall unit shipments of our wireless products in 2006 will remain significantly above the levels achieved in 2005, we also expect our average selling prices to be significantly lower than in 2005 due mainly to the decline in selling prices of our mature 5.8 GHz wireless products.

          Sales of PHS transceivers were $0.3 million in the second quarter of 2006 as compared to $0.5 million in the year-ago quarter. While we have achieved some design wins for our first generation PHS transceivers, the volumes have been significantly lower than we had expected. While a number of PHS manufacturers are continuing to evaluate ML1900, some potential customers have made the decision to defer utilizing our first generation PHS products because they do not meet such manufacturers’ performance criteria.  Some have decided to wait and evaluate our second generation transceiver, the ML1905, while others have chosen products offered by our competitors. We delivered sample platforms and evaluation units of the ML1905 in the second quarter of 2006 and expect to have production devices available for shipment late in the second half of 2006.  While we expect to see some volume shipments of our PHS transceivers during 2006, and remain encouragedby the PHS market opportunity for Micro Linear, there can be no assurance when or if our PHS transceivers will begin shipping in significant volumes.

          Sales of our networking products were $1.1 million for the second quarter of 2006, up $0.2 million from the comparable second quarter of 2005.  Unit shipments of our networking products increased 14% over the year-ago quarter.  The increase in revenue and unit shipments from the year-ago quarter was due to higher demand for certain of our networking products even as they have approached end-of-life.  This increase in shipment volumes was augmented by a 3% increase in average selling prices due to a shift in product mix.  

          International revenue for the second quarter of 2006 totaled $6.3 million, or 94% of net revenue, compared to $5.8 million, or 97%, for the second quarter of 2005. International revenue for the first six months of 2006 totaled $11.3 million, or 95% of net revenue, compared to $9.8 million, or 96% of net revenue, for the first six months of 2005.  Domestic revenue was approximately 6% of net revenue for the second quarter of 2006 and 3% for the comparable quarter of 2005.  Domestic revenue was approximately 5% of net revenue for the first 6 months of 2006 and 4% of net revenue for the first six months of 2005. We expect that international revenue will account for the substantial majority of our total net revenue for the foreseeable future.

          Net revenue for the first six months of 2006 increased 16% as compared to the first six months of 2005. Our wireless product net revenue increased $1.6 million, a 21% increase over the comparable period in 2005, while net revenue from our networking products increased $.1 million, a 5% improvement. This increase was primarily driven by increases in sales of our 5.8 GHz wireless products to Uniden Corporation and VTech Telecommunications and sales of our 900MHz transceivers to Giant Electronics, Ltd., a subcontractor for Plantronics Corporation.

18

----

          In the second quarter of 2006 and the comparable period of 2005 sales to Uniden Corporation and Giant Electronics, Ltd., a subcontract manufacturer for Plantronics Inc., each accounted for more than 10% of our net revenue.  

***Gross Margin***

|         |   | **Three   months   ended   June 30, 2006** |   | **% Change   2005 to 2006** |                          | **Three   months   ended   June 30, 2005** |   | **Six months   ended   June 30, 2006** |   | **% Change   2005 to 2006** |   | **Six months   ended   June 30, 2005** |                          |
|--------------|--------|--------------------------------------------|--------|-----------------------------|-------------------------------|--------------------------------------------|--------|----------------------------------------|--------|-----------------------------|--------|----------------------------------------|-------------------------------|
|         |   |                                            |   |                             |                          |                                            |   |                                        |   |                             |   |                                        |                          |
|         |   |                                       |   |                        | **($ in thousand)** |                                       |   |                                   |   |                        |   |                                   | **($ in thousand)** |   |   |   |   |
| Gross Margin |   | $                                          | 3,384  |                        |                          | (6.9                                       | )%     | $                                      | 3,634  |                        | $      | 6,289                                  |                          |   | 7.7 | % | $ | 5,837 |   |
| %            |   |                                       | 51     | %                           |                          |                                       |   |                                   | 61     | %                           |   | 53                                     | %                             |   |   |   |   | 57 | % |

          Gross margin is affected by the unit volume of product shipments, selling prices, product mix, manufacturing subcontract costs, manufacturing utilization, product yields and manufacturing overhead costs. It is also periodically affected by costs incurred in connection with start-up and installation of new processes technologies at outside manufacturing foundries and test subcontractors. Gross margin is also affected by increases in inventory provisions required for excess and obsolete inventories, as well as sales of excess or obsolete inventories in which reserves have been provided.  Inventory write-downs involve significant estimation.  Actual results could be different from these estimates, which could result in either additional charges in future periods and reduction of gross margins, or benefits from sale of previously written down inventory and increases in gross margin.

          Our overall gross margin percentage for the second quarter of 2006 dropped to 51% from 61% in the comparable second quarter of 2005. The decrease in gross margin percentage was due mainly to a 33% decrease in average selling prices, offset somewhat by a 15% decrease in our unit costs. Our average selling prices have declined as a consequence of our maturing 5.8 GHz wireless products. The reduction in manufacturing overhead costs in the second quarter of 2006 as compared to the second quarter of 2005 stemmed mainly from a decrease of approximately $0.2 million in employee related costs related to our December 2005 reduction in force combined with the recognition of approximately $0.2 million in non-recurring employee severance costs in manufacturing overhead during the second quarter of 2005.  Stock-based compensation expense in the second quarter of 2006, included in product costs in accordancewith the provisions of SFAS No 123(R), was not significant. Due to the December 2005 reduction in force we expect that the manufacturing overhead rate will remain lower in fiscal 2006 than the overhead rate we experienced in fiscal 2005.

          Gross margin for our wireless products was 44% for the second quarter of 2006 as compared to 57% for the second quarter of 2005. Average selling prices of our wireless products decreased 34% in the second quarter of 2006, as compared to the second quarter of 2005 while unit costs of wireless products decreased 15%.  The decrease in unit costs was comprised of a 12% decrease in direct manufacturing costs for wafer fab, test and assembly and a 3% decrease in unit overhead.  Direct manufacturing costs did not decrease as much as is typical in the semiconductor industry because our subcontractors are near capacity.  

          Gross margin for our networking products was 85% for the second quarter of 2006 up from 82% for the second quarter of 2005. The improvement in the networking product gross margin was due mainly to a 3% increase in the average selling prices of these products in the second quarter of 2006 due to shifts in product mix.  Networking product sales in the second quarter of 2005 included a higher proportion of our lower margin media converter products.

          During the second quarter of 2006 we sold approximately $69,000 of excess product inventory that was previously written off and recognized charges for approximately $34,000 to provide reserves for additional excess inventories. During the second quarter of 2005 we sold approximately $65,000 of excess product inventory that was previously written off and recognized charges for approximately $54,000 to provide reserves for additional excess inventories. Sales of these previously written off products may incur some additional testing and shipping costs and generally result in recognition of very high margins.

          Gross margin for the first six months of 2006 decreased to 53% from 57%.  This decrease is primarily due to a 31% decrease in our average selling price per unit for our wireless products.  During the first six months of 2006, we sold approximately $116,000 of excess product inventory that was previously written down as compared to approximately $105,000 of excess inventory that was sold in the comparable year ago period.  We recognized charges of approximately $54,000 to provide additional reserves for excess inventory in the first six months of 2006 as compared to approximately $100,000 for the first six months of 2005.

19

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***Research and Development Expenses (R&D)***

|    |   | **Three   months   ended   June 30, 2006** |   | **% Change   2005 to 2006** |                   | **Three   months   ended   June 30, 2005** |   | **Six months   ended   June 30, 2006** |   | **% Change   2005 to 2006** |   | **Six months   ended   June 30, 2005** |                   |
|---------|--------|--------------------------------------------|--------|-----------------------------|------------------------|--------------------------------------------|--------|----------------------------------------|--------|-----------------------------|--------|----------------------------------------|------------------------|
|    |   |                                            |        |                        |                        |                                            |   |                                        |        |                        |        |                                        |                   |  |  |   |  |  |   |
|    |   |                                       |   |                        | **($ in   thousands)** |                                       |   |                                   |   |                        |   |                                   | **($ in   thousands)** |   |   |   |   |
| R&D |   | $                                          | 1,480  |                        |                   | (40.0                                      | )%     | $                                      | 2,467  |                        | $      | 3,132                                  |                   |   | (32.8 | )% | $ | 4,663 |   |

          Research and development expenses include costs associated with the definition, design and development of new products. These expenses are comprised primarily of compensation and associated costs related to development personnel, computer-aided design software expense, prototype costs, depreciation and amortization expense, and allocated occupancy costs for this function.

          We expense wafers and production mask sets related to new products as research and development costs until products based on new designs are fully characterized, support published data sheets and satisfy reliability tests.

          Research and development costs will vary from quarter to quarter depending on the stage of products in development. Research and development expenses decreased $1 million in the second quarter of 2006 as compared to the second quarter of 2005 and decreased $1.5 million for the first six months of 2006 as compared to the first six months of 2005.   This decrease is due mainly from a reduction in employee-related expenses resulting from the elimination of approximately nine development positions during the fourth quarter of 2005.

          We intend to expend significant resources in the development of new products during the foreseeable future. However, we expect that research and development expense will continue to run at a lower rate than experienced in 2005 due mainly to headcount reductions and other cost savings that were implemented during the fourth quarter of 2005. 

***Selling, General and Administrative Expenses (SG&A)***

|     |   | **Three   months   ended   June 30, 2006** |   | **% Change   2005   to 2006** |                   | **Three   months   ended   June 30, 2005** |   | **Six months   ended   June 30, 2006** |   | **% Change   2005   to 2006** |   | **Six months   ended   June 30, 2005** |                   |
|----------|--------|--------------------------------------------|--------|-------------------------------|------------------------|--------------------------------------------|--------|----------------------------------------|--------|-------------------------------|--------|----------------------------------------|------------------------|
|     |   |                                            |        |                          |                        |                                            |   |                                        |        |                          |        |                                        |                   |  |  |   |  |  |   |
|     |   |                                       |   |                          | **($ in   thousands)** |                                       |   |                                   |   |                          |   |                                   | **($ in   thousands)** |   |   |   |   |
| SG&A |   | $                                          | 1,605  |                          |                   | (24.0                                      | )%     | $                                      | 2,112  |                          | $      | 3,070                                  |                   |   | (17.4 | )% | $ | 3,718 |   |

          Selling, general and administrative expenses consist primarily of compensation and associated costs relating to sales, marketing and administrative personnel, consulting costs, commissions paid to our worldwide sales representatives, travel costs, legal and auditing costs, insurance costs, and allocated occupancy costs for these functions.

          SG&A expense decreased $0.5 million in the second quarter of 2006 as compared to the second quarter of 2005.  The decrease in SG&A expenses was due mainly to our reduction in force in December 2005 as well as a reduction in our consulting expenses due to the postponement of our project for implementation of Section 404 of the Sarbanes-Oxley Act and a reduction in the level of sales related consulting expenses.  

          SG&A expenses decreased $0.6 million for the first six months of 2006 as compared to the first six months of 2005.  The decrease was due mainly to decreases of $0.2 million in employee-related costs, $0.2 million in sales and marketing consulting expenses, $0.1 million in outside sales representative commissions and $0.1 million in travel-related expenses.  These decreases in expenses were net of increases of $0.1million in stock based compensation expenses and legal and consulting expenses of $0.2 million related to the re-pricing of employee stock options in the first quarter of 2006.

20

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***Interest and Other Income and Interest and Other Expense***

|                       |   | **Three   months   ended   June 30, 2006** |   | **% Change   2005   to 2006** |                   | **Three   months   ended   June 30, 2005** |   | **Six months   ended   June 30, 2006** |   | **% Change   2005   to 2006** |   | **Six months   ended   June 30, 2005** |                   |
|----------------------------|--------|--------------------------------------------|--------|-------------------------------|------------------------|--------------------------------------------|--------|----------------------------------------|--------|-------------------------------|--------|----------------------------------------|------------------------|
|                       |   |                                            |        |                          |                        |                                            |   |                                        |        |                          |        |                                        |                   |  |  |   |  |  |   |
|                       |   |                                       |   |                          | **($ in   thousands)** |                                       |   |                                   |   |                          |   |                                   | **($ in   thousands)** |   |   |   |   |
| Interest and other income  |   | $                                          | 135    |                          |                   | 31.1                                       | %      | $                                      | 103    |                          | $      | 255                                    |                   |   | 30.1 | % | $ | 196 |   |
| Interest and other expense |   | $                                          | (1     | )                             |                   | 50.0                                       | %      | $                                      | (2     | )                             | $      | (2                                     | )                      |   | 71.4 | % | $ | (7 | ) |

          The increase in interest and other income for the first six of 2006, as compared to the first six months of 2005, was primarily due to higher short-term interest rates in 2006. Interest and other expense consists mainly of minor foreign currency fluctuations for our branch office in Japan for the first six months of 2006 and 2005.

***Provision for Income Taxes***

|                       |   | **Three   months   ended   June 30, 2006** |   | **% Change   2005   to 2006** |                   | **Three   months   ended   June 30, 2005** |   | **Six months   ended   June 30, 2006** |   | **% Change   2005   to 2006** |   | **Six months   ended   June 30, 2005** |                   |
|----------------------------|--------|--------------------------------------------|--------|-------------------------------|------------------------|--------------------------------------------|--------|----------------------------------------|--------|-------------------------------|--------|----------------------------------------|------------------------|
|                       |   |                                            |        |                          |                        |                                            |   |                                        |        |                          |        |                                        |                   |  |  |   |  |  |   |
|                       |   |                                       |   |                          | **($ in   thousands)** |                                       |   |                                   |   |                          |   |                                   | **($ in   thousands)** |   |   |   |   |
| Provision for income taxes |   | $                                          | 4      |                          |                   | (33.3                                      | )%     | $                                      | 6      |                          | $      | 6                                      |                   |   | (14.3 | )% | $ | 7 |   |

          The provision for income taxes for the three months and six months ended June 30, 2006 and for the comparable periods of 2005 consists mainly of state taxes and some minor taxes incurred by our branch office in Japan.  We did not record a benefit for income taxes related to our net losses in the U.S., as we believe that the available objective evidence creates sufficient uncertainty regarding the realization of the deferred tax assets such that we have recorded a full valuation allowance. The effective tax rate for the three months ended June 30, 2006 and 2005 was 0.9% and 0.7% and the effective tax rate for the six months ended June 30, 2006 and 2005 was 1.8%and 0.3% respectively. 

**Liquidity and Capital Resources**

|                                                   |   | **For the   Six Months Ended   June 30,** |   |
|--------------------------------------------------------|--------|-------------------------------------------|--------|
|                                                   |   |                                           |   |
|                                                   |   | **2006**                                  |   | **2005** |   |
|                                                   |   |                                           |        |   |  |  |   |
|                                                   |   | **(in thousands)**                        |   |
| Net cash provided by (used   in) operating activities  |   | $                                         | 1,048  |   | $ | (2,622 | ) |
| Net cash provided by (used   in) investing activities  |   |                                      | 1,739  |   |   | (732 | ) |
| Net cash provided by   financing activities            |   |                                      | 8      |   |   | 1,005 |   |
|                                                   |   |                                           |        |   |  |  |   |
| Net increase (decrease) in   cash and cash equivalents |   | $                                         | 2,795  |   | $ | (2,349 | ) |
|                                                   |   |                                           |        |   |  |  |   |

          Net cash provided by operating activities during the first six months of 2006 was primarily due to net income of $0.3 million, a decrease in our inventories of $0.3 million and an increase of $1.3 million in our trade payables. These sources of cash were offset by an increase in accounts receivable of $0.7 million, decreases in deferred revenue of $0.6 million and a decrease in other accrued liabilities of $0.2 million.  Net income for the six months ended June 30, 2006 included $271,000 of non-cash stock-based compensation expenses. Non-cash depreciation and amortization charges were $0.1 million for the first six months of 2006. Our other major uses of cash during the first six months of 2006 were for ongoing operating expenses and costs of manufacturing products. We expect trade payables and our accrued liability balances to continue to fluctuate from period to period due to variations in ourproduction cycle and timing of other operating expenses.

          Net cash used by operating activities during the first six months of 2005 was mainly due to our net operating loss of $2.4 million. Net loss for the six months ended June 30, 2005 included $142,000 of non-cash stock-based compensation expenses. Non-cash depreciation and amortization charges were $0.1 million for the first six months of 2005. Our major uses of cash during the first six months of 2005 were ongoing operating expenses and our cost of manufacturing products. Our inventory balances increased by $0.7 million in the first six months of 2005. In addition, our accounts receivable balance increased by $0.8 million. Sources of cash during the second quarter of 2005 included $1.0 million from an increase in our trade payables and $0.3 million due to an increase in our accrued liabilities.

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          Net cash provided by investing activities during the first six months of 2006 was primarily due to net sales and maturities of short-term investments of $1.7 million.  During the first six months of 2006 we purchased $8,000 of capital equipment. We anticipate that we will be able to provide for ongoing capital expenditures over the next twelve months without the need to secure additional sources of financing.  Net cash used in investing activities during the first six months of 2005 was primarily due to net purchases of short-term investments of $0.5 million and purchases of capital equipment of $0.2 million.   

          Net cash provided by financing activities consists mainly of proceeds from the issuance of common stock in connection with the exercise of employee stock options. Proceeds from the employee stock purchase plan were $8,000 for the first six months of 2006 and $26,000 for the comparable period of 2005. Proceeds from stock option exercises were $1.0 million for the first six months of 2005. There were no employee stock option exercises during the first six months of 2006. 

          Working capital was $13.2 million as of June 30, 2006 compared to $12.5 million at December 31, 2005. Working capital at June 30, 2006 includes cash and cash equivalents of $10.4 million and short-term investments of $1.8 million.

          We anticipate that existing cash resources are sufficient to fund any anticipated operating losses, purchases of capital equipment, and provide adequate working capital for at least the next 12 months. Our liquidity is affected by many factors, including, among others, the extent to which we pursue additional wafer fabrication capacity from existing foundry suppliers or new suppliers, capital expenditures, the level of our product development efforts, and other factors related to the uncertainties of the industry and global economies. Accordingly, there can be no assurance that events in the future will not require us to seek additional capital sooner or, if so required, that such capital will be available on terms acceptable to us.

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**Item 3. *Quantitative and Qualitative Disclosures about Market Risk***

**Interest Rate Risk**

          As of June 30, 2006, our investment portfolio consisted of U.S. government obligations, commercial paper and money market funds, typically with maturities of less than 12 months. Some of these securities are subject to interest rate risk, and will decline in value if market interest rates increase. If market interest rates were to increase immediately and uniformly by 10% as of June 30, 2006, the decline in the fair value of the portfolio would not be material.

**Foreign Currency Exchange Risk**

          We have international facilities and are, therefore, subject to foreign currency rate exposure. We limit our foreign currency risks principally by maintaining minimal foreign currency balances. Since our exposure related to exchange rate volatility has not been significant, we do not currently hedge this exposure.

**Item 4. *Controls and Procedures***

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

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

          (b) *Changes in internal control over financial reporting.*There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) identified in connection with the evaluation described in Item 4(a) above that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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**PART II. OTHER INFORMATION**

**Item 1A. *Risk Factors***

**Factors That May Affect Future Operating Results**

          The risks and uncertainties described below are not the only ones we face. If any of the following risks actually occurs, our business, financial condition or results of operations could be materially and adversely affected:

***If the conditions to the merger are not met, the merger will not occur.***

          Specified conditions set forth in the merger agreement must be satisfied or waived to complete the merger, including approval of the merger agreement by Micro Linear stockholders. We cannot assure you that each of the conditions will be satisfied or waived. If the conditions are not satisfied or waived, the merger will not occur or will be delayed, and we may lose some or all of the intended benefits of the merger.

***Failure to complete the merger could cause our stock price to decline.***

          If the merger is not completed for any reason, our stock price may decline because costs related to the merger, such as legal, accounting and financial advisor fees, must be paid even if the merger is not completed. In addition, if the merger is not completed, our stock price may decline to the extent that the current market price reflects a market assumption that the merger will be completed or the market’s perceptions as to the reason why the merger was not consummated.

***The merger may result in a loss of customers, partners and suppliers****.*

          Some customers may seek alternative sources of product and/or service after the announcement of the merger due to, among other reasons, a desire not to do business with the combined company or perceived concerns that the combined company may not continue to support and develop certain product lines. We anticipate that the combined company could experience some customer attrition by reason of announcement of the merger or after the merger. Difficulties in combining operations could also result in the loss of partners and suppliers and potential disputes or litigation with customers, partners, suppliers, resellers or others. There can be no assurance that any steps by management to counter such potential increased customer, partner or supplier attrition will be effective. If the merger does not occur for any reason, it may be difficult for us to repair these relationships. Failure by our management to controlattrition could have a material adverse effect on the combined company’s business, financial condition and operating results.

***Substantial expenses will be incurred and payments made even if the merger is not completed.***

          The merger may not be completed. Whether or not the merger is completed, we and Sirenza and will incur substantial expenses in pursuing the merger. In addition, if the merger is terminated under specified circumstances, we may be required to pay Sirenza a termination fee under the merger agreement in the amount of $1.8 million. This termination fee could discourage other potential acquirors from seeking to enter into a business combination with us.

***The anticipated benefits of combining Sirenza and Micro Linear may not be realized*.**

          Sirenza and Micro Linear entered into the merger agreement with the expectation that the merger will result in various benefits including, among other things, benefits relating to enhanced revenues, technology, human resources, cost savings, operating efficiencies and other synergies. There can be no assurance that Sirenza and Micro Linear will realize any of these benefits or that the merger will not result in the deterioration or loss of significant business of the combined company. Costs incurred and liabilities assumed in connection with the merger, including pending and threatened disputes and litigation, could have a material adverse effect on the combined company’s business, financial condition and operating results.

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***Sirenza may have difficulty and incur substantial costs in integrating Micro Linear****.*

          Integrating Sirenza and Micro Linear will be a complex, time-consuming and expensive process, particularly in the context of the integration by Sirenza of Premier Devices, Inc., which Sirenza acquired in April 2006. Before the merger, Sirenza and Micro Linear operate independently, each with its own business, products, customers, employees, culture and systems.

          The combined company may face substantial difficulties, costs and delays in integrating Sirenza and Micro Linear. These factors may include:

| • | potential difficulty in leveraging the value of the separate technologies of the combined company;                                                    |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                  |
| • | perceived adverse changes in product offerings available to customers or customer service standards, whether or not these changes do, in fact, occur; |
|   |                                                                                                                                                  |
| • | costs and delays in implementing common systems and procedures and costs and delays caused by communication difficulties;                             |
|   |                                                                                                                                                  |
| • | the geographic distance between Sirenza’s and Micro Linear’s sites;                                                                         |
|   |                                                                                                                                                  |
| • | diversion of management resources from the business of the combined company;                                                                          |
|   |                                                                                                                                                  |
| • | potential incompatibility of business cultures;                                                                                                       |
|   |                                                                                                                                                  |
| • | potential losses of key employees due to perceived uncertainty in career opportunities, compensation levels and benefits;                             |
|   |                                                                                                                                                  |
| • | the retention of existing customers of each company;                                                                                                  |
|   |                                                                                                                                                  |
| • | reduction or loss of customer orders due to the potential for market confusion, hesitation and delay;                                                 |
|   |                                                                                                                                                  |
| • | retaining and integrating management and other key employees of the combined company; and                                                             |
|   |                                                                                                                                                  |
| • | coordinating infrastructure operations in a rapid and efficient manner.                                                                               |

          After the merger, Sirenza and Micro Linear may seek to combine certain operations and functions using common information and communication systems; operating procedures; financial controls; and human resource practices, including training, professional development and benefit programs. Sirenza and Micro Linear may be unsuccessful in implementing the integration of these systems and processes.

          Any one or all of these factors may cause increased operating costs, worse than anticipated financial performance or the loss of customers and employees. Many of these factors are also outside the control of either company. The failure to timely and efficiently integrate Sirenza and Micro Linear could have a material adverse effect on the combined company’s business, financial condition and operating results.

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 ***Our operating results are difficult to predict and are likely to fluctuate******significantly, as they have in the past. They may fail to meet or exceed the expectations of securities******analysts or investors, causing our stock price to decline.***

          Our operating results could be a consequence of many factors, some of which are outside of our control.  Some of the factors that may cause fluctuations include:

|   | • | the effect of our announcement of the proposed merger with Sirenza Micro Devices, Inc. on customer orders;                       |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                             |
|   | • | the level and timing of spending by our customers,   both in the U.S. and in foreign markets;                                    |
|   |   |                                                                                                                             |
|   | • | changes in market demand, including seasonal and   cyclical fluctuations;                                                        |
|   |   |                                                                                                                             |
|   | • | timing, amount, cancellation or rescheduling of   customer orders;                                                               |
|   |   |                                                                                                                             |
|   | • | fluctuations in manufacturing yields;                                                                                            |
|   |   |                                                                                                                             |
|   | • | timing of revenue recognition from contracts, which   may span several quarters;                                                 |
|   |   |                                                                                                                             |
|   | • | competitive market conditions;                                                                                                   |
|   |   |                                                                                                                             |
|   | • | the announcement or introduction of new or enhanced   products by us, or competitors, or both;                                   |
|   |   |                                                                                                                             |
|   | • | any delay in the introduction of new or enhanced   products by us or a delay in the sales cycle of such products;                |
|   |   |                                                                                                                             |
|   | • | market acceptance of our new products, including our   new PHS products, and continuing   demand for our existing products; |
|   |   |                                                                                                                             |
|   | • | cost and availability of wafers, other components   and testing services;                                                        |
|   |   |                                                                                                                             |
|   | • | mix of products sold;                                                                                                            |
|   |   |                                                                                                                             |
|   | • | fluctuations in end user demand for wireless   products manufactured by our customers which incorporate our technology;          |
|   |   |                                                                                                                             |
|   | • | economic conditions specific to the networking and   wireless industries and markets, as well as general economic conditions;    |
|   |   |                                                                                                                             |
|   | • | ability to hire and retain qualified technical and   other personnel;                                                            |
|   |   |                                                                                                                             |
|   | • | development of new industry standard communication   protocols;                                                                  |
|   |   |                                                                                                                             |
|   | • | demand placed on foundries may exceed available   supply resulting in supply allocations or long lead times; and                 |
|   |   |                                                                                                                             |
|   | • | availability and performance of advanced silicon   process technologies from foundry sources.                                    |

          We believe that period-to-period comparisons of our operating results will not necessarily be meaningful. You should not rely on these comparisons as an indication of our future performance. If our operating results in one or more future periods fail to meet or exceed the expectations of securities analysts or investors, the trading price of our common stock may fluctuate, possibly by a significant amount.

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***The markets in which we operate are intensely competitive, and many competitors******are larger and more established. If we do not compete successfully, our******business could be harmed.***

          Intense international and domestic competition, decreasing selling prices, rapid technological change, short product life cycles and cyclical patterns characterize the markets for our products. Competitors include significantly larger corporations. New entrants in these markets could provide additional competition. Most of our competitors are substantially larger and have greater financial, technical, marketing and other resources than we do. Many of these large organizations are in a better position to withstand any significant reduction in spending by customers in these markets. They often have broader product lines and market focus, and will therefore not be as susceptible to downturns in a particular market. In addition, many competitors have focused on the wireless market for longer than we have, and therefore have more long-standing and established relationships with domestic and foreigncustomers.

          The computer networking equipment and wireless markets have undergone a period of rapid growth and consolidation in recent years. We expect our dependence on sales to digital cordless phone and network equipment manufacturers to continue. Our business and results of operations would be harmed in the event of a significant slowdown in the digital cordless phone or computer networking equipment market. In addition, as a result of competitive pricing pressures, we have experienced lower margins on some of our products. Such pricing pressures will continue to have an adverse effect on our results of operations, and our business could suffer unless they can be offset by higher margins on other products or lower operating expenses.

          We do not currently manufacture our own semiconductor wafers. As a result, we are vulnerable to process technology advances competitors use to manufacture products offering higher performance and lower cost. Larger companies with wafer manufacturing facilities, broader product lines, greater technical and financial resources and greater service and support capabilities have an advantage in this market.

          In addition, our products are generally sole-sourced to our customers. If our customers were to develop other sources for our products, our operating results would be harmed.

***The market for wireless applications is characterized by rapid technological******change. Our future success depends on our ability to respond to these changes.***

          Rapidly changing technology, frequent product introductions and evolving industry standards make it difficult to accurately predict the market’s future growth rate, size or technological direction. In view of the evolving nature of this market, suppliers of wireless products may decide to adopt alternative standards or technologies that are incompatible with our products. If we are unable to design, develop, manufacture and sell products that are compatible with these new standards or technologies, our business and operating results would be harmed.

***We need to develop and introduce new and enhanced products in a timely manner******to successfully compete in our industry.***

          Continuing technological advancement, changes in customer requirements and evolving industry standards characterize the wireless and computer equipment networking markets. To compete successfully, we must design, develop, manufacture and sell new or enhanced products that:

|   | • | provide increasingly higher levels of performance   and reliability;  |
|--------|--------|-----------------------------------------------------------------------|
|   |   |                                                                  |
|   | • | meet performance or other objective specified   parameters;           |
|   |   |                                                                  |
|   | • | are cost effective;                                                   |
|   |   |                                                                  |
|   | • | are brought to market in a timely manner;                             |
|   |   |                                                                  |
|   | • | are in accordance with existing or evolving industry   standards; and |
|   |   |                                                                  |
|   | • | achieve market acceptance.                                            |

          The development of these new circuits is highly complex. We have sometimes experienced delays in completing the development of new products. Successful product development and introduction depends on many factors, including:

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|   | • | proper new product definition;                                        |
|--------|--------|-----------------------------------------------------------------------|
|   |   |                                                                  |
|   | • | timely completion and introduction of new product   designs;          |
|   |   |                                                                  |
|   | • | availability of foundry capacity;                                     |
|   |   |                                                                  |
|   | • | acceptable manufacturing yields; and                                  |
|   |   |                                                                  |
|   | • | market acceptance of our products and our customers’   products. |

          We must be able to adjust to changing market conditions quickly and cost-effectively to compete successfully. Furthermore, we must introduce new products in a timely manner, and achieve market acceptance for these products. If we do not accurately predict our customers’ or potential customers’ requirements or if the products we design do not meet these requirements, or the performance criteria required by our customers or potential customers, our sales may suffer and we may not generate sufficient revenue to offset the costs incurred with developing such products. For example, we have experienced a longer than expected sales cycle for our new PHS products as our first generation PHS products did not meet the performance criteria of certain potential customers. As a result, these customers have deferred utilizing our first generation products and will evaluate our second generation transceiver,the ML1905, when and if it becomes available.  In addition, our customers’ products that incorporate our products must be introduced in a timely manner and achieve market acceptance. If we, or our customers, fail to develop and introduce new products successfully, our business and operating results would suffer.

          To successfully develop and market certain of our planned products, we may need to enter into technology development or licensing agreements with third parties. If we cannot enter into such agreements on acceptable terms, our ability to develop and market new products could suffer, and our business and operating results would be adversely affected.

          Customers typically take a long time to evaluate our new products. It takes three to six months or more for customers to test new products, and at least an additional three to 12 months until customers begin significant production of products incorporating our products. We may therefore experience a lengthy delay between product development and the generation of revenue from new products. Delays inherent in such a long sales cycle raise additional risks that customers may decide to cancel or change their product plans. Such changes could result in the loss of anticipated sales. Our business, financial condition, and results of operations would suffer if customers reduce or delay orders, or choose not to release products incorporating our products.

***We have a history of losses and, because of continued investment in product******development, expect to incur losses in the future. We may not be consistently******profitable.***

          We incurred quarterly net losses from June 2000 through March 2006, except for a profit in the third quarter of 2002, which was attributable to an income tax refund, and a net profit for the third quarter of 2004, which occurred from the sale of our land and buildings. We have a net profit for the current quarter ending June 2006.  Because of previous losses, we had an accumulated deficit of $29.8 million as of June 30, 2006.

          Successful engineering development and market penetration in the product areas we have chosen to compete in require high levels of engineering and product development expense. We intend to continue to spend significant amounts on new product and technology development. The products we develop may not achieve market acceptance and may not generate sufficient sales to offset the engineering costs incurred during such product development.  For example, we are experiencing a longer than expected sales cycle for our first generation PHS transceivers and we may not generate sales from these products in the near future or ever.  Our networking products are reaching maturity, and revenue from this product line has declined and is expected to decline further over the next 12 months. We may incur losses in the future and may not achieve our goals of net income and cash flow.

***To the extent that our existing resources and cash generated from operations******are insufficient to fund our future activities, we may need to raise additional******capital. If funds are not available on acceptable terms, we may not be able to******hire or retain employees, fund our operations or compete effectively.***

          We believe that our existing capital resources and cash generated from operations will enable us to maintain our operations for at least the next 12 months. However, if our capital requirements or results of operations vary materially from those currently planned, we may require additional financing sooner than anticipated. If additional funds are raised through the issuance of debt securities, these securities could have rights, preferences and privileges senior to our common stock, and the terms of this debt could impose restrictions on our operations. The sale of additional equity or convertible debt securities could result in additional dilution to our stockholders. We cannot be certain that additional financing will be available in amounts or on terms acceptable to us, if at all. If adequate funds are not available to us on acceptable terms, our ability to hire, train or retain employees, to fund ouroperations and sales and marketing efforts, take advantage of unanticipated opportunities, develop or enhance services or products, or respond to competitive pressures would be significantly limited, which could harm our business, financial condition and operating results.

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***We depend on networking, wireless, and telecommunications spending for our******revenue. Any decrease or delay in spending in these industries would negatively******impact future operating results and financial condition.***

          Demand for our products in the future will depend on the amount and timing of spending by network providers, manufacturers of wireless consumer products, and telecommunications equipment suppliers. Spending in these areas depends upon a variety of factors, including competitive pressures, discretionary consumer spending patterns, and general economic conditions.

          During the past few years, new orders slowed, customers cancelled or placed holds on existing orders, and new order levels fluctuated, due to developments in the general economy and capital markets. This situation could recur in the future. Because the majority of our revenue comes from sales to a few customers, a delay in orders from one customer could have a significant negative effect on future revenue.

          Relatively short product life cycles characterize the computer network equipment and digital cordless telephone markets. If one or more of our significant customers were to select circuits manufactured by a competitor for future products, our business would suffer. The loss of one or more of our current customers, failure to attract new customers, or disruption of our sales and distribution channels could harm our business and operating results.

***Our customer base is concentrated. The loss of one or more key customers or******distributors would harm our business. ***

          A significant majority of our net revenue comes from sales to relatively few customers. Sales to our ten largest customers, excluding domestic distributors, accounted for approximately 93% of net revenue for the three months and six months ended June 30, 2006, respectively, and approximately 93% and 89% of net revenue for the comparable periods in 2005. Two customers, Uniden Corporation and Giant Electronics, Ltd. (a subcontract manufacturer for Plantronics, Inc.), together accounted for 66% of our net revenue for the second quarter of 2006. Sales to domestic distributors accounted for approximately 4% of net revenue for the three months and six months ended June 30, 2006, respectively, and approximately 3% and 4% of net revenue for the three months and six months ended June 30, 2005. We anticipate that a limited number of key customers and distributors will continue to provide a significant portion of ournet revenue for the foreseeable future. Our future success depends on our ability to retain our current customers and attract new customers. A reduction, delay or cancellation of orders from one or more significant customers could materially harm our operating results. In addition, our operating results could be adversely affected if one or more of our major customers were to develop other sources for the products we now supply them.

          Generally, customers may cancel or reschedule orders to purchase standard products without significant penalty until 30 days prior to requested shipment. Customers frequently revise delivery schedules, and the quantities of products to be delivered, to reflect changes in their needs. Since backlog can be canceled or rescheduled, our backlog at any time is not necessarily indicative of future revenue.

***We depend on international sales and are subject to the risks associated with******international operations, which may negatively affect our business.***

          Sales to customers outside of the United States represented 95% of net revenue for the six months ended June 30, 2006, and 96% net revenue for the comparable period in 2005. We expect that international sales will continue to generate a substantial proportion of net revenue for the foreseeable future. Our international operations are subject to a number of risks, including:

|   | • | changes in regulations and laws of foreign   governments and telecommunications standards;                 |
|--------|--------|------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                       |
|   | • | import and export legislation and license   requirements, tariffs, taxes, quotas and other trade barriers; |
|   |   |                                                                                                       |
|   | • | compliance with foreign laws, treaties and technical   standards;                                          |
|   |   |                                                                                                       |
|   | • | delays resulting from difficulty in obtaining export   licenses for certain technology;                    |
|   |   |                                                                                                       |
|   | • | fluctuations in currency exchange rates;                                                                   |

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|   | • | difficulty in collecting accounts receivable;                                                                                                                |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                         |
|   | • | difficulty in managing foreign operations;                                                                                                                   |
|   |   |                                                                                                                                                         |
|   | • | loss of one or more international distributors;                                                                                                              |
|   |   |                                                                                                                                                         |
|   | • | geopolitical risks, changes in diplomatic and trade   relationships and economic instability; and                                                            |
|   |   |                                                                                                                                                         |
|   | • | political and economic instability, including wars,   acts of terrorism, political unrest, boycotts and any related conflicts or   similar events worldwide. |

          Substantially all of our international sales must be licensed by the Office of Export Administration of the U.S. Department of Commerce. To date, we have not experienced any material difficulties in obtaining export licenses. In the future, if we have difficulties or delays in obtaining expert licenses, we may be unable to sell our products to international customers, which could harm our operating results.

          Our international sales are typically denominated in U.S. dollars. Fluctuations in currency exchange rates could cause our products to become relatively more expensive to customers in a particular country, while competitors’ products denominated in local currencies become less expensive. This may lead to a reduction in sales or profitability in that country, which could adversely affect our business.

          Gains and losses on the conversion to U.S. dollars of accounts receivable, accounts payable and other international assets and liabilities may contribute to fluctuations in operating results. In addition, international customers typically take longer to pay for purchases than customers in the United States. If foreign markets do not continue to develop, or foreign sales cycles prove unpredictable, our revenue and business would be adversely affected.

***Selling prices for wireless products typically decrease, which could lead to******lower operating results.***

          Average selling prices for products in the wireless markets have rapidly declined due to many factors, including:

|   | • | rapidly changing technologies;                 |
|--------|--------|------------------------------------------------|
|   |   |                                           |
|   | • | price-performance enhancements;                |
|   |   |                                           |
|   | • | product introductions by competitors;          |
|   |   |                                           |
|   | • | price pressure from significant customers; and |
|   |   |                                           |
|   | • | product maturity and obsolescence.             |

          The decline in the average selling prices of our products may cause substantial fluctuations in our operating results. We continue to develop and market new products that incorporate valued new features and sell at higher prices. Failure to deliver new products offering increased value would result in a decline in both revenue and margins, harming our business, financial condition, and results of operations.

***Defects in our products, product returns and product liability could result in******a decrease in customers and revenue, unexpected expenses and loss of market******share.***

          Complex products such as ours frequently contain errors, defects, and bugs upon release. These errors, defects and bugs are sometimes discovered after we begin to ship products. We expend significant resources to remedy these problems, but occasionally have faced legal claims by customers and others. Product defects can also cause interruptions, delays or cancellations of sales to customers, in addition to claims against us, all of which could adversely affect our operating results.

***We depend on the health of the semiconductor industry, which is highly******cyclical. The decline in demand in the semiconductor industry could affect our******financial condition and results of operations.***

          The semiconductor industry experiences significant downturns and wide fluctuations in supply and demand. The industry also experiences significant fluctuations in anticipation of changes in general economic conditions. This causes significant variances in product demand and production capacity, and aggravates both our manufacturing costs and product selling prices. These cyclical patterns, which we expect to continue, may substantially harm our business, financial condition, and results of operations.

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***Because we do not have long-term commitments from our distributors or******customers, we must estimate customer demand, and errors in our estimates can******have negative effects on our inventory levels, sales and operating results.***

          Our sales are made on the basis of individual purchase orders rather than long-term purchase commitments. We regularly request indications from customers as to their future plans and requirements, to ensure that we will be prepared to meet production demand for our products. However, we may not receive anticipated purchase orders for our products. We must be able to effectively manage the expenses and inventory risks associated with meeting potential demand. If we fail to meet customers’ supply expectations, we may lose business from such customers. If we expend resources and purchase materials, or enter into commitments to acquire materials and manufacture products, and customers do not purchase these products, we may be required to write off excess inventory in accordance with our inventory policy, which could harm and our business and operating results. 

          Design wins, which require significant expenditures, often precede the generation of volume sales by a year or more. The value of any design win will largely depend upon the commercial success of the customer’s product, and on the extent to which the design of the customer’s product accommodates components manufactured by our competitors. We cannot assure that we will achieve design wins, or that any design win will result in significant future revenue.

***We depend on a limited number of outside foundries and test subcontractors in******the manufacturing process, and any failure to obtain sufficient foundry or******testing capacity could significantly delay our ability to ship our products,******damage our customer relationships, and result in reduced revenue.***

          We utilize outside foundries for all wafer production. We believe that utilizing outside foundries enables us to focus on our design strengths, minimize fixed costs and capital expenditures and access diverse manufacturing technologies. We currently intend to continue to rely exclusively upon our outside foundries for our wafer fabrication requirements. However, there are significant risks associated with the reliance on outside foundries, including the lack of assured wafer supply and control over delivery schedules, delays in obtaining access to key process technologies, and limited control over manufacturing yields and production costs.

          The manufacture of integrated circuits is a highly complex and technically demanding process. We have diversified our sources of wafer supply and have worked closely with our foundries to minimize the likelihood of reduced manufacturing yields. However, our foundries have sometimes experienced lower than anticipated manufacturing yields, particularly in connection with the introduction of new products and the installation and start-up of new processes. Reduced yields have, at times, negatively affected our operating results, a situation which may recur in the future.

          Dependence on foundries located outside of the United States subjects us to numerous risks, including exchange rate fluctuations, export and import restrictions, trade sanctions, political instability and tariff increases. One of our main foundries is located in Singapore, which presents specific risks due to political instability in that region.

          We purchase wafers from outside foundries pursuant to customers’ purchase orders. We generally do not have a guaranteed level of wafer capacity or wafer costs at our foundries. Our wafer suppliers could prioritize capacity for other uses, or reduce or eliminate deliveries to us on short notice. In addition, we depend upon a limited number of foundries for our wafer requirements. Any sudden demand for an increased amount of wafers, or sudden reduction or elimination of any source of wafers, could result in a material delay in the shipment of products. Disruptions in supply, which have occurred in the past, may occur in the future. If such a disruption occurred, and we were unable to qualify alternative manufacturing sources for our products in a timely manner, or if such sources were unable to produce wafers with acceptable manufacturing yields, our business and operating results would be materiallyand adversely affected.

          We rely on four outside test service subcontractors to test our products. The same risks described in the paragraphs above, concerning guaranteed capacity, dependence upon a limited number of test service subcontractors, and disruptions in service, also apply to our test and assembly subcontractors.

          Rapid technological change and frequent new product introductions characterize the markets for our products. To remain competitive, we must develop or obtain access to new semiconductor process technologies in order to reduce die size, increase die performance and functional complexity, and improve manufacturing yields. If we are unable to obtain access to advanced wafer processing technologies, limiting our ability to introduce competitive products on a timely basis, our future operating results would be harmed.

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          Minute levels of contaminants in the semiconductor manufacturing environment, defects in the masks used to print circuits on a wafer, difficulties in the fabrication process and other factors can cause a substantial percentage of wafers to be rejected or a significant number of die on each wafer to be nonfunctional. Many of these manufacturing problems are difficult to diagnose and time consuming and expensive to remedy. Our foundries have, at times, experienced lower than anticipated yields, which have adversely affected production and operating results.

          The manufacturing processes utilized by our foundries are continuously being improved in order to increase yield and product performance. Process changes can, however, result in interruptions in production or significantly reduced yields. New process technologies and new products are especially susceptible to wide variations in manufacturing yields and efficiency. Irregularities, adverse yield fluctuations or other manufacturing problems at our foundries could result in production interruption or delivery delays, which would harm our business and results of operations.

          We have granted nontransferable, limited process licenses to some of our foundries to utilize our processes to manufacture and sell wafers to other customers. We protect our proprietary technology, particularly our design methodology, but may not be able to prevent its misappropriation by our foundries or others.

***We and the independent foundries and subcontractors we use to manufacture and******test our products are subject to environmental laws. Failure to comply with******these laws could delay manufacturing of our products and result in unexpected******expenses.***

          Our wafer suppliers and test and assembly subcontractors are subject to a variety of U.S. and foreign government regulations related to the discharge or disposal of toxic, volatile or otherwise hazardous chemicals used in their manufacturing processes. Failure by our suppliers or subcontractors to comply with environmental regulations could result in fines, suspension of production or cessation of operations. Environmental regulations could also require our suppliers or subcontractors to acquire equipment or incur other expenses to comply with environmental regulations. If our suppliers or subcontractors incur substantial additional expenses, product costs could significantly increase, adversely affecting our results of operations.

          We are also subject to a variety of environmental regulations relating to our operations. If we fail to comply with present and future regulations, the government could impose fines on us, or compel us to suspend or cease operations. If we or our suppliers or subcontractors fail to control the use or discharge of hazardous substances, we could be subject to civil or criminal liabilities, which could harm our business and operating results.

***Because competition for qualified personnel is intense, we may not be******successful in attracting and retaining personnel, which could have an impact******upon the development or sales of our products.***

          Our future success will depend to a significant extent on our ability to attract, retain and motivate qualified personnel, especially those with engineering design experience and expertise. We may not be successful in attracting and retaining such qualified personnel.

          Competitors may attempt to recruit our employees. While employees are required to sign standard agreements concerning confidentiality and ownership of inventions, we do not have employment contracts or non-competition agreements with most of our personnel. The loss of the services of key employees, the inability to attract or retain qualified personnel, or delays in hiring personnel, particularly engineers and other technical personnel, could negatively affect our business and prevent us from achieving our business goals.

***Our success depends on our ability to protect our intellectual property and******proprietary rights.***

          We attempt to protect our intellectual property rights through patents, trademarks, copyrights, licensing arrangements, maintaining certain technology as trade secrets and other measures. However, any patent, trademark, copyright or other intellectual property rights we own may be invalidated, circumvented or challenged. We cannot be certain that our intellectual property rights will provide competitive advantages, or that any pending or future patent applications will be issued with the scope of the claims sought by us. Competitors may develop technologies that are similar or superior to our technology, duplicate our technology or design around the patents that we own. In addition, effective patent, copyright and trade secret protection may be unavailable or limited in certain foreign countries in which we do business.

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          We believe that the future success of our business will depend on our ability to translate technological expertise and innovation into new and enhanced products. We enter into confidentiality or license agreements with our employees, consultants, vendors and customers, and limit access to and distribution of our proprietary information. Nevertheless, we may not be able to prevent the misappropriation of our technology.

          In addition, we have taken legal action to enforce our patents and other intellectual property rights, protect our trade secrets, determine the validity and scope of the proprietary rights of others, and defend against claims of infringement or invalidity. If a third party makes a valid claim, and we cannot obtain a license to the technology on reasonable terms, our operations could be harmed.

          We may be subject to legal proceedings and claims from time to time in the ordinary course of our business, including claims of alleged infringement of the proprietary rights and other intellectual property rights of third parties. Intellectual property litigation is expensive and time-consuming, and could divert our management’s attention away from running our business.

***We have in the past, and may in the future, be parties to legal proceedings******that could have a negative financial impact on us.***

          From time to time we have received correspondence from vendors, distributors, customers or end-users of our products regarding disputes with respect to contract rights, product performance or other matters that occur in the ordinary course of business. Some of these disputes may involve us in costly litigation or other actions, the outcome of which cannot be determined in advance and may adversely affect our business. The defense of lawsuits or other actions could divert our management’s attention away from running our business. In addition, negative developments with respect to litigation could cause the price of our common stock to decline significantly.

***Our stock price has been and will likely continue to be volatile because of******stock market fluctuations that affect the price of technology stocks. A decline******in our stock price could result in securities class action litigation against******us, which could divert management’s attention and harm our business.***

          Our stock price has been and is likely to continue to be highly volatile. Between January 1, 2006 and June 30, 2006 our stock price has traded as high as $3.88 on May 16, 2006 and as low as $1.46 on March 1, 2006. Our stock price could fluctuate significantly due to a number of factors, including:

|   | • | variations in our actual or anticipated operating   results;                                                                                |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                        |
|   | • | delays in the introduction of new products or delay   in the sales cycle for new products, including our PHS products;                      |
|   |   |                                                                                                                                        |
|   | • | sales of substantial amounts of our stock;                                                                                                  |
|   |   |                                                                                                                                        |
|   | • | announcements about us or about our competitors,   including technological innovation or new products;                                      |
|   |   |                                                                                                                                        |
|   | • | litigation and other developments relating to our   patents or other proprietary rights or those of our competitors;                        |
|   |   |                                                                                                                                        |
|   | • | conditions in the computer networking equipment and   wireless markets;                                                                     |
|   |   |                                                                                                                                        |
|   | • | governmental regulation and legislation; and                                                                                                |
|   |   |                                                                                                                                        |
|   | • | changes in securities analysts’ estimates of our   performance, or our failure to meet analysts’ or investors’ expectations. |

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          Many of these factors are beyond our control. In addition, the stock markets in general, and the NASDAQ Global Market and the market for technology companies in particular, have experienced extreme price and volume fluctuations recently. These fluctuations often have been unrelated or disproportionate to the operating performance of these companies. These broad market and industry factors may decrease the market price of our common stock, regardless of our actual operating performance. In the past, companies that have experienced volatility in the market prices of their stock have been the objects of securities class action litigation. If we were the objects of securities class action litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business.

***Our Certificate of Incorporation and Bylaws, Stockholder Rights Plan and******Delaware law contain provisions that could discourage a change in control, even******if the change in control would be beneficial to our stockholders.***

          Provisions of our Amended and Restated Certificate of Incorporation, Bylaws, the 1998 Shareholder Rights Plan, our stock option plans and Delaware law could make it more difficult for a third party to acquire us, even if doing so would be beneficial to our stockholders. These provisions could limit the price that investors might be willing to pay in the future for shares of our common stock.

          Under the Shareholder Rights Plan, adopted in August 1998, each share of our outstanding common stock carries one Right to purchase 1/1000 of a share of Series A Participating Preferred Stock at an exercise price of $30.00 per Right. If someone acquires 15% or more of our common stock, each Right not owned by a holder of 15% or more of our common stock entitles the holder, upon payment of the $30.00 exercise price, to receive common stock having a current market value of $60.00. This issuance of additional common stock would significantly reduce the percentage of common stock held by a potential acquirer. The Rights expire in August 2008. On August 14, 2006, we amended the 1998 Shareholder Rights Plan to exclude the proposed merger with Sirenza Micro Devices, Inc.

          In addition, Section 203 of the Delaware General Corporation Law and the terms of our stock option plans may discourage, delay or prevent a change in control of Micro Linear. Specifically, Section 203 prohibits a Delaware corporation from engaging in any business combination with an interested stockholder for three years after the date the stockholder became an interested stockholder unless specific conditions are met. On August 14, 2006, our Board of Directors adopted resolutions to exempt the proposed merger with Sirenza Micro Devices, Inc. from the operation of Section 203. Also, in the event outstanding options granted pursuant to certain of our stock option plans are not assumed by an acquiring corporation, the unvested portion of such options may be accelerated upon a change of control. In addition, some individual stock option grants provide for the partial or complete acceleration of vesting upon a change of control.

***Compliance with the laws and regulations affecting public companies may cause us to incur increased costs.***

          The laws and regulations affecting public companies, including the provisions of the Sarbanes-Oxley Act of 2002 and rules adopted by the SEC and NASDAQ, could cause us to incur increased costs as we evaluate the implications of these rules and respond to these requirements. These rules could make it more difficult for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, or as executive officers. We are presently evaluating and monitoring developments with respect to these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of suchcosts.

***Changes to financial accounting standards may affect our results of operations******and cause us to change our business practices.***

          We prepare our financial statements to conform with generally accepted accounting principles, or GAAP, in the United States. These accounting principles are subject to interpretation by the American Institute of Certified Public Accountants, the SEC and various bodies formed to interpret and create appropriate accounting policies. A change in those policies can have a significant effect on our reported results and may affect our reporting of transactions completed before a change is announced. Changes to those rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct our business. For example, accounting policies affecting many aspects of our business, including rules relating to employee stock option grants, have recently been revised or are under review. The Financial Accounting Standards Board and other agencies have finalized changes toGAAP that required us, in the first quarter of 2006, to record a charge to earnings for employee stock option grants and other equity incentives. We may have significant and ongoing accounting charges resulting from option grant and other equity incentive expensing that could reduce our overall net income. In addition, since we historically have used equity-related compensation as a component of our total employee compensation program, the accounting change could make the use of equity-related compensation less attractive to us and therefore make it more difficult to attract and retain employees.

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***While we believe that we currently have adequate internal controls over financial reporting, we are exposed to risks from recent legislation requiring companies to evaluate those internal controls.***

          Section 404 of the Sarbanes-Oxley Act of 2002 requires our management to report on, and our independent auditors to attest to, the effectiveness of our internal control structure and procedures for financial reporting. We have an ongoing program to perform the system and process evaluation and testing necessary to comply with these requirements. This legislation is relatively new and neither companies nor accounting firms have significant experience in complying with its requirements. As a result, we expect to incur increased expense and to devote additional management resources to Section 404 compliance. In the event that our chief executive officer, chief financial officer or independent registered public accounting firm determine that our internal controls over financial reporting are not effective as defined under Section 404, investor perceptions of our company may be adversely affected and couldcause a decline in the market price of our stock. We are not required to comply with the provisions of Section 404 of the Sarbanes-Oxley Act until 2008.

**Item 6. *Exhibits***

| **Exhibit   Number** |   | **Description of Document**                                   |
|----------------------|--------|---------------------------------------------------------------|
|                      |   |                                                               |
| 31.1                 |   | Rule 13a-14(a) Certification by the Chief Executive   Officer |
|                 |   |                                                          |
| 31.2                 |   | Rule 13a-14(a) Certification by the Chief Financial   Officer |
|                 |   |                                                          |
| 32.1*                |   | Section 1350 Certification by the Chief Executive   Officer   |
|                 |   |                                                          |
| 32.2*                |   | Section 1350 Certification by the Chief Financial   Officer   |